Elisabeth Sandoval Little
About Elisabeth Sandoval Little
Elisabeth Sandoval Little, age 63, has served as an independent director of VYNE since March 2019; she is currently Chair of the Compensation Committee and a member of the Audit Committee . She has 20+ years of commercial leadership in dermatology, neurology, and aesthetics at Allergan and Bausch & Lomb, plus CCO roles at KYTHERA (2012–2015) and Alder Biopharmaceuticals (2016–2019); she holds an M.B.A. from Pepperdine University and a B.S. in biology from UC Irvine . She is a Class I nominee for re-election to a term ending at the 2028 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alder Biopharmaceuticals | Chief Commercial Officer; EVP Corporate Strategy | 2016–2019 | Led commercial strategy at a public biotech |
| KYTHERA Biopharmaceuticals | Chief Commercial Officer | 2012–2015 (until acquisition by Allergan) | Commercial leadership through sale process |
| Bausch & Lomb Surgical | Vice President, Marketing | Not disclosed | Commercial leadership experience |
| Allergan (Medical Aesthetics) | Vice President, Global Marketing | Not disclosed | Ran Global Marketing for Medical Aesthetics |
| Johnson & Johnson (Ethicon) | Research & Development | Early career | Technical foundation in R&D |
External Roles
| Company | Role | Tenure/Status | Notes |
|---|---|---|---|
| PROCEPT BioRobotics Corporation | Director | Current | Public company directorship |
| Satsuma Pharmaceuticals | Director | May 2019 – June 2023 | Public company; tenure ended June 2023 |
| Intersect ENT, Inc. | Director | April 2021 – May 2022 (acquired by Medtronic) | Public company until acquisition |
Board Governance
- Board structure and independence: VYNE’s Board determined all directors except the CEO (Domzalski) are independent under SEC and Nasdaq rules; Sandoval Little is independent and meets heightened independence for audit/compensation committees .
- Committee assignments: Compensation Committee (Chair); Audit Committee (member). She is not on Nominating & Corporate Governance .
- Attendance/engagement: In 2024, the Board met 6 times; Audit 4; Compensation 2; Nominating 1. Each director attended at least 75% of aggregate meetings of the Board and their committees; all directors as of the 2024 annual meeting attended that meeting .
- Leadership: Board’s Lead Independent Director is Patrick LePore (since Feb 2021), reflecting emphasis on independent oversight .
- Class and term: Class I director up for election; if elected, term runs to the 2028 annual meeting .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Director Cash Retainer | $40,000 | Policy retainer for non-employee directors |
| Audit Committee – Member Fee | $10,000 | Member retainer |
| Compensation Committee – Chair Fee | $15,000 | Chair retainer (inclusive of member fee) |
| Total Cash Fees (FY2024 actual) | $65,000 | Disclosed fees earned by Sandoval Little in 2024 |
- Policy caps: Aggregate annual director cash + equity compensation capped at $750,000 .
- Hedging/pledging: Directors are prohibited from pledging VYNE securities or engaging in hedging (options, shorting, etc.), which supports alignment .
Performance Compensation
| Grant Type | Grant Date | Shares/Options | Exercise Price | Vesting | Grant Date Fair Value (FY2024 Aggregate) |
|---|---|---|---|---|---|
| Stock Options (Annual) | Dec 12, 2024 | 20,000 options | $2.40 | Vests 1 year from grant per policy | $76,200 (total 2024 option awards) |
| Stock Options (One-Time) | Jan 1, 2024 | 20,000 options | Not disclosed | Vested Jan 1, 2025, subject to service | Included within director option award disclosures; aggregate 2024 for Sandoval Little shown above |
- Standard director equity policy:
- Initial grant on joining: options equal to 2x the annual grant; vests 1/3 annually over 3 years .
- Annual grant: options equal to 0.046% of shares outstanding (inclusive of pre-funded warrants) on meeting date; 1-year cliff vesting .
- Term/COC: 10-year option term; unvested equity fully vests upon change-of-control, subject to continuous service through the effective date .
- Consultant oversight: Compensation Committee evaluated independence of its consultant and found no conflicts; F.W. Cook advised on program design and peer benchmarking in 2024 .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Compensation Committee interlocks | None; committee members (Barbari, Sandoval Little) have never been VYNE officers; no reciprocal executive/committee overlaps with other companies in past year . |
| Related-party transactions | VYNE maintains a Related Person Transaction Policy; related transactions over $120,000 require Audit Committee review. The excerpt provides policy; specific transactions not shown in the excerpt provided . |
Expertise & Qualifications
- Deep dermatology and aesthetics commercialization (20+ years at Allergan; VP Global Marketing for Medical Aesthetics) and surgical ophthalmology marketing at Bausch & Lomb .
- CCO/strategy leadership at KYTHERA (pre-Allergan acquisition) and Alder Biopharmaceuticals (public biotech) .
- Academic credentials: M.B.A. (Pepperdine), B.S. Biology (UC Irvine) .
- Independent director experience across multiple healthcare publics (current: PROCEPT; prior: Satsuma, Intersect ENT) .
Equity Ownership
| As-Of Date | Total Beneficial Ownership | Composition | % of Class |
|---|---|---|---|
| Oct 15, 2025 | 43,837 shares | Consists solely of options exercisable/vesting within 60 days | <1% (“*”) |
| Dec 31, 2024 | 63,837 options outstanding (not necessarily exercisable within 60 days) | Director equity awards outstanding | Not applicable |
- Anti-pledging/hedging policy applies to directors (no margin pledging, no hedging transactions), supporting alignment .
- Director stock ownership guidelines: Not disclosed in provided materials; compensation cap ($750,000) and option-centric structure disclosed .
Governance Assessment
- Strengths
- Independence and leadership: Independent director; chairs Compensation Committee; serves on Audit (heightened independence met) .
- Relevant sector expertise: Long-tenured commercial leadership in dermatology/aesthetics aligned with VYNE’s therapeutic focus .
- Engagement: Met attendance thresholds; Board and committee participation documented; all directors attended 2024 annual meeting .
- Risk alignment: Company prohibits hedging/pledging; Compensation Committee uses independent consultant with no conflicts reported .
- Potential Investor Focus Areas
- Ownership alignment: As of Oct 15, 2025, beneficial ownership consists solely of options exercisable/vesting within 60 days (no reported direct share ownership), which may be perceived as lower “skin in the game” versus outright share holdings .
- Option-heavy director pay: Annual awards are options (0.046% of outstanding shares at grant) with one-time grants added in 2024 to address underwater equity; investors may scrutinize ongoing dilution and whether equity mix promotes long-term alignment .
- Related-party/Interlocks: No compensation committee interlocks; the proxy outlines the related-party policy; no specific Sandoval Little-related transactions shown in the excerpt provided .
RED FLAGS: None explicit in the excerpts. Items for monitoring include low direct share ownership (beneficial holdings currently options only) and the use of one-time director option grants to offset underwater awards (watch for repetition of such actions) .