Sharon Barbari
About Sharon Barbari
Sharon Barbari (age 71) is an independent director of VYNE; she has served on the Board since the closing of the Menlo–Foamix merger in March 2020, having previously served as a director of Foamix since January 2019 . She is Audit Committee Chair and is designated an “audit committee financial expert” by the Board; she also serves on the Compensation and Nominating & Corporate Governance Committees . Barbari holds a B.S. in accounting from San Jose State University . Her current Board class/term: Class II, with the current term expiring at the 2026 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cytokinetics | Chief Financial Officer | 2004–2017 | Senior finance leadership in biotech; supports Audit Chair credentials |
| InterMune | CFO & SVP Finance and Administration | 2002–2004 | Executive finance leadership |
| Gilead Sciences | Senior financial roles incl. CFO | 1998–2002 | Public-company CFO experience |
| Foote, Cone & Belding Healthcare | VP, Strategic Planning | n/a | Commercial/strategic planning experience |
| Syntex/Roche Pharmaceuticals | Various roles, increasing responsibility | 1972–1996 | Deep pharma operating background |
External Roles
| Organization | Role | Dates | Notes |
|---|---|---|---|
| Agile Therapeutics (public) | Director | Jun 2020 – Aug 2024 | Board service ended upon merger with Exeltis Project, Inc. (Insud Pharma subsidiary) |
| Association of Bioscience Finance Officers, Northern California Chapter | Board member | n/a | Prior board role |
| Phytogen Life Sciences | Board member | n/a | Prior board role |
| Sonoma Pharmaceuticals | Board member | n/a | Prior board role |
Board Governance
- Committee assignments: Audit (Chair), Compensation (member), Nominating & Corporate Governance (member) .
- Independence: The Board determined that all directors except the CEO are independent; Audit Committee members (including Barbari) meet heightened SEC/Nasdaq independence and financial literacy requirements; Barbari is designated an audit committee financial expert .
- Attendance and engagement: In FY2024, the Board met 6 times; Audit 4; Compensation 2; Nominating 1; each director attended at least 75% of Board and committee meetings, and all directors attended the 2024 annual stockholder meeting .
- Board structure: Lead Independent Director is Patrick LePore (appointed Feb 2021) .
- Risk oversight: The Board and committees integrate risk assessment into strategy and operations throughout the year .
Fixed Compensation
| Component | Policy / Amount | Notes |
|---|---|---|
| Annual cash retainer | $40,000 | Paid quarterly, prorated |
| Committee fees | Audit: $10,000 member / $20,000 chair; Compensation: $7,500 member / $15,000 chair; Nominating & Corporate Governance: $5,000 member / $10,000 chair | Chair fee inclusive of member fee |
| Leadership roles | Lead Independent Director: $25,000; Non-executive Chair: $40,000 | If applicable |
| Compensation cap | $750,000 annual cap on combined cash + equity (grant-date fair value) | Applies to non-employee directors |
Director cash actually earned (trend):
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | $72,500 | $72,500 | $67,788 |
Notes:
- Barbari’s fee level aligns with base retainer plus Audit Chair and committee memberships, with minor year-over-year variance due to pro-ration/timing; policy rates unchanged across 2023–2025 .
Performance Compensation
Equity policy and grants (non-employee directors):
- Annual option grant: options for 0.046% of shares outstanding (inclusive of pre-funded warrants) on the annual meeting date; one-year cliff vesting; 10-year term; exercise price at fair market value on grant date .
- Initial option grant upon appointment: 2x the annual grant; vests one-third annually over three years .
- Change of control: Unvested director equity fully vests immediately prior to transaction close (single-trigger) .
- One-time grant: 20,000 options on Jan 1, 2024 (vested Jan 1, 2025) to address underwater awards and low director ownership vs peers .
- 2024 annual grant: 20,000 options on Dec 12, 2024 at $2.40 exercise price .
Barbari – equity awards recognized:
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Option Awards ($) (ASC 718 grant-date value) | $4,100 | $43,600 | $76,200 |
| Total Compensation ($) | $76,600 | $116,100 | $143,988 |
Grant detail:
| Grant Date | Shares | Exercise Price | Vesting |
|---|---|---|---|
| Dec 13, 2023 | 20,000 | $2.70 | Vests over one year per policy; option term 10 years |
| Jan 1, 2024 (one-time) | 20,000 | FMV on grant date | Vested Jan 1, 2025 (one-year); retention rationale disclosed |
| Dec 12, 2024 | 20,000 | $2.40 | One-year cliff vesting; 10-year term |
Performance metrics: None disclosed for director equity; awards are service/tenure-based options rather than PSU/metric-linked instruments .
Other Directorships & Interlocks
| Company | Type | Role | Interlock Notes |
|---|---|---|---|
| Agile Therapeutics | Public | Director (ended Aug 2024 due to merger) | No compensation committee interlocks reported between VYNE executives and other issuers |
- Compensation Committee interlocks: None; no VYNE executive served on another issuer’s board/compensation committee with reciprocal ties in the past year .
Expertise & Qualifications
- Financial expertise: Former public-company CFO (Cytokinetics; Gilead; InterMune), designated audit committee financial expert; financially literate under SEC/Nasdaq rules .
- Industry experience: >20 years in biotech/pharma across finance and operations, beginning at Syntex/Roche .
- Education and recognition: B.S. in accounting (San Jose State); YWCA Silicon Valley Tribute to Women Award (2017) .
Equity Ownership
| Item | Amount | As-of Date / Notes |
|---|---|---|
| Common shares beneficially owned | 44,448 | Oct 15, 2025; “<1%” of class per proxy notation |
| Shares underlying outstanding options | 63,407 | As of Dec 31, 2024 (director equity summary) |
| Pledging/hedging | Prohibited by policy (no margin, pledging, short or derivative hedges) | Insider trading policy applies to employees and directors |
Governance Assessment
- Strengths:
- Independent director; Audit Chair with “audit committee financial expert” designation—enhances oversight of reporting, auditor independence, and internal control .
- Active committee load (Audit Chair; member Comp and Nominating) with at least 75% attendance benchmark met for all directors in FY2024; full attendance at the 2024 annual meeting .
- No compensation committee interlocks; tightened alignment via prohibition on pledging/hedging .
- Alignment and incentives:
- Director pay includes meaningful equity in the form of stock options; 2024 one-time options addressed underwater positions and targeted improved ownership versus peers (alignment-positive rationale) .
- Potential investor sensitivities:
- Director equity accelerates fully upon a change in control (single-trigger vesting), which some investors view as less shareholder-friendly than double-trigger structures; consider engagement on policy evolution .
- Total director compensation increased YoY (2022→2023→2024) largely via higher option grant values; cash fees modestly declined in 2024 due to timing/proration, while policy rates were unchanged .
Overall signal: Barbari’s deep finance background and audit leadership, combined with independence and risk controls (no pledging/hedging), support board effectiveness and investor confidence. Single-trigger CoC vesting for directors is a negotiable governance point for some shareholders .
Appendices
Director Compensation – Full Trend for Sharon Barbari
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | $72,500 | $72,500 | $67,788 |
| Option Awards ($) (ASC 718) | $4,100 | $43,600 | $76,200 |
| Total Compensation ($) | $76,600 | $116,100 | $143,988 |
Committee Matrix (Current)
| Director | Audit | Compensation | Nominating & Corporate Governance |
|---|---|---|---|
| Sharon Barbari | Chair | Member | Member |