Patrick LePore
About Patrick LePore
Patrick LePore, age 70, is VYNE’s Lead Independent Director and a Class III director; he has served on the Board since September 2020 and was appointed Lead Independent Director in February 2021. He is an experienced pharmaceutical executive, formerly Chairman, CEO and President of Par Pharmaceutical, and founder of Boron, LePore & Associates (took public in 1997; later sold to Cardinal Health). He holds a bachelor’s degree from Villanova University and an MBA from Fairleigh Dickinson University; he is classified as independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Par Pharmaceutical Companies, Inc. | Chairman, CEO & President | 2006–2012; remained Chairman after sale to TPG; led sale to Endo in 2015 | Led strategic transactions, including sale processes |
| Boron, LePore & Associates | Founder; CEO | Took public in 1997; later sold | Built and exited medical communications firm; strategic execution track record |
| Hoffmann-La Roche | Early career roles | Not disclosed | Pharma industry foundation |
External Roles
| Organization | Role | Status/Timing |
|---|---|---|
| Lannett Company, Inc. | Chairman of the Board | Within past five years (proxy disclosure) |
| Matinas BioPharma Holdings, Inc. | Director | Within past five years |
| PharMerica Corporation | Director | Within past five years |
| Innoviva, Inc. | Director | Within past five years |
| Villanova University | Trustee (prior) | Prior service noted |
Board Governance
- Independence: VYNE’s Board determined all directors other than the CEO are independent; LePore is independent and serves as Lead Independent Director (since Feb 2021). The Board adopted a lead independent structure to strengthen independence and governance.
- Committee assignments: Chair, Nominating & Corporate Governance Committee; member: Nominating & Corporate Governance Committee. Not listed on Audit or Compensation Committees.
- Attendance and engagement: In FY2024, the Board met 6 times; Audit (4), Compensation (2), Nominating & Governance (1). Each director attended at least 75% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting.
- Anti-hedging/pledging: Directors are prohibited from margin accounts, pledging, short sales, and hedging transactions in VYNE stock.
Fixed Compensation
| Component | Policy Amount | 2024 Actual (LePore) |
|---|---|---|
| Annual cash retainer | $40,000 | $70,575 (includes role/committee fees) |
| Lead Independent Director fee | $25,000 | Included in cash earned |
| Committee chair fee (Nominating & Governance) | $10,000 (chair inclusive of member fee) | Included in cash earned |
Notes:
- Non-employee directors receive committee member fees: Audit ($10,000), Compensation ($7,500), Nominating & Governance ($5,000); chair fees are inclusive at Audit ($20,000), Compensation ($15,000), Nominating & Governance ($10,000). Additional $25,000 for Lead Independent Director.
- LePore’s 2024 cash fees totaled $70,575.
Performance Compensation
| Equity Award Detail | Grant Date | Shares/Units | Exercise Price | Vesting | Grant-Date Fair Value / 2024 Equity Comp |
|---|---|---|---|---|---|
| Annual director option grant | Dec 12, 2024 | 20,000 options | $2.40 | Vests 1-year from grant | Included in 2024 option awards |
| One-time director option grant | Jan 1, 2024 | 20,000 options | Not disclosed (policy-based) | Vested Jan 1, 2025 | Rationale: underwater equity; low ownership vs peers |
| 2024 Option Awards (LePore) | 2024 | — | — | — | $76,200 (ASC 718) |
Key features:
- Annual grant sizing: options representing 0.046% of shares outstanding (inclusive of pre-funded warrants) at the annual meeting; initial grants upon appointment equal 2× annual grant size. Options have a 10-year term and vest per policy.
- Change-of-control: Unvested director equity fully vests immediately prior to effective date if continuous service at that time.
Other Directorships & Interlocks
| Company | Sector/Notes | Potential Interlocks |
|---|---|---|
| Lannett (generics), Matinas BioPharma (biotech), PharMerica (pharmacy services), Innoviva (respiratory/royalty mgmt) | Pharma/biotech breadth; governance and transaction experience | No VYNE-related transactions disclosed; network breadth may aid partnering |
Expertise & Qualifications
- Senior pharma operator and dealmaker: Led Par through private equity and strategic sales; founded and IPO’d Boron, LePore & Associates; deep governance experience.
- Education: BA, Villanova; MBA, Fairleigh Dickinson University.
- Governance roles: Lead Independent Director; Chair, Nominating & Corporate Governance Committee.
Equity Ownership
| Holder | Total Beneficial Ownership | % of Shares Outstanding | Composition |
|---|---|---|---|
| Patrick LePore | 94,373 shares | <1% of class | 51,472 common; 42,901 options exercisable within 60 days of Oct 15, 2025 |
Reference base: 33,043,619 shares outstanding (Oct 15, 2025).
Governance Assessment
-
Strengths
- Independent leadership: LePore as Lead Independent Director enhances oversight and independent board leadership.
- Committee alignment: Chairs Nominating & Governance; independence affirmed; clear committee chartering and Nasdaq/SEC compliance across committees.
- Attendance: Compliance with ≥75% attendance threshold; directors attended the annual meeting, indicating engagement.
- Risk-alignment policies: Prohibition on pledging and hedging; clawbacks adopted (Dodd-Frank-compliant, plus broader misconduct triggers for executives).
-
Watch items / potential red flags
- One-time option grants to all directors (except one) to address underwater awards and ownership gaps; while rationale is peer alignment, recurring “catch-up” equity could be perceived as pay inflation if repeated. Monitor future grant cadence and dilution.
- Change-of-control full vesting for directors’ equity awards can be viewed as generous; evaluate alignment vs market norms given micro-cap context.
- Related-party transactions: Policy is robust; no specific transactions involving LePore identified in reviewed sections—continue monitoring for any interlocks with prior employers or portfolio companies.
-
Compensation mix and alignment
- 2024 director pay for LePore: Cash $70,575; equity $76,200; policy-driven annual grants plus role-based cash fees, with LID premium enhancing responsibility-based pay rather than meeting fees.
- Ownership: <1% stake; options outstanding provide equity sensitivity; company aimed to boost executive and director ownership relative to peers in recent grant cycles.
-
Board operations
- Meeting cadence appears appropriate for a clinical-stage biotech; ensure executive-session practices and succession planning are robust (not disclosed).
Overall: LePore’s independent leadership, prior CEO/chair experience, and governance chair role support board effectiveness. Pay structure blends role-based cash with options; watch for repeated extraordinary equity actions and maintain scrutiny on change-of-control vesting terms and any emergent related-party exposures.