Steven Basta
About Steven Basta
Steven Basta (age 60) is a Class I director of VYNE, serving on the Board since September 2015; he previously served as VYNE’s President and CEO from September 2015 until VYNE’s merger with Foamix in March 2020. He holds a B.A. from Johns Hopkins University and an MBA from Northwestern’s Kellogg School of Management; the Board cites his extensive leadership experience in life sciences as the rationale for his nomination for re‑election through 2028 . He is deemed independent under Nasdaq rules (all directors except the CEO are independent), and he qualifies as an Audit Committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| VYNE (formerly Menlo Therapeutics) | President & CEO; Director | 2015–Mar 2020 (CEO); Director since 2015 | Led pre‑merger operations; continuing board service |
| SaNOtize Research & Development Corp. (private) | Chief Executive Officer | Sep 2023–Apr 2025 | Executive leadership in biotech |
| Mahana Therapeutics (private) | Chief Executive Officer | Dec 2020–Oct 2022 | Digital therapeutics leadership |
| AlterG (private) | Chief Executive Officer | 2011–2015 | Medical device leadership |
| BioForm Medical (public; acquired by Merz) | Chief Executive Officer | 2002–2010 | Led medical aesthetics company to acquisition |
| Merz Aesthetics (successor to BioForm Medical) | Chief Executive Officer | 2010–2011 | Post‑acquisition integration leadership |
| Viveve Medical (public) | Director; Chairman | Director 2018–Mar 2023; Chairman from Jan 2019 | Board leadership through 2023 |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Phathom Pharmaceuticals (public) | President & CEO; Director | Since Apr 2025 | Operating CEO and board member |
| DermBiont (private) | Director | Since 2020 | Board oversight in dermatology biotech |
| Illumisonics (private) | Chairman of the Board | Since Nov 2023 | Board leadership |
Board Governance
- Independence: The Board determined all directors except the CEO are independent; Basta is independent and serves on the Audit Committee .
- Committee assignments: Audit Committee member; Audit chaired by Sharon Barbari. Compensation chaired by Elisabeth Sandoval Little; Nominating & Corporate Governance chaired by Patrick LePore .
- Audit Committee qualifications: The Board determined Basta is an “audit committee financial expert” with requisite financial sophistication under SEC/Nasdaq rules .
- Attendance: In FY2024, the Board met 6 times; Audit met 4; Compensation 2; Nominating 1. Each director attended at least 75% of aggregate Board and applicable committee meetings, and all directors at the 2024 annual meeting attended .
- Lead Independent Director: Patrick LePore was appointed lead independent director in February 2021 to strengthen governance independence .
Fixed Compensation
| Component | Policy Terms | Steven Basta – 2024 Amount ($) |
|---|---|---|
| Annual Director Cash Retainer | $40,000 per year (paid quarterly) | $49,425 |
| Committee Member Fees | Audit $10,000; Compensation $7,500; Nominating $5,000 (chair fees inclusive: Audit $20,000; Comp $15,000; Nom/Gov $10,000) | Included in cash above (member of Audit) |
| Board Leadership Premiums | $25,000 for Lead Independent Director; $40,000 for Non‑employee Chair | Not applicable |
Notes:
- None of the non‑employee directors may receive aggregate cash + equity grant‑date fair value exceeding $750,000 per calendar year .
- Reasonable and customary director expenses reimbursed .
Performance Compensation
| Equity Element | Grant Size/Terms | Vesting | Strike/Date | Change‑of‑Control Treatment |
|---|---|---|---|---|
| Annual Director Options | Options equal to 0.046% of shares outstanding (incl. pre‑funded warrants) at annual meeting | Vests at one‑year anniversary | FMV at grant | Unvested options fully vest immediately prior to effective date (subject to service) |
| One‑time Option Grant (2024) | 20,000 options to each non‑exec director (except Dr. Borowski) | Vested on Jan 1, 2025 (subject to service) | Exercise price $2.40; granted Dec 12, 2024 | Standard director CoC vesting as above |
| Steven Basta – Equity Value (2024) | Option awards grant-date fair value $76,200 | As per policy | As above | As above |
No director performance metrics (e.g., revenue, EBITDA, TSR) are tied to director compensation; director equity is time‑vested options per policy .
Other Directorships & Interlocks
| Company | Type | Role | Overlap/Interlock Considerations |
|---|---|---|---|
| Phathom Pharmaceuticals | Public | President & CEO; Director | Distinct therapeutic focus (GI); no disclosed supplier/customer ties to VYNE in proxy; monitor time commitments |
| Viveve Medical | Public | Director; Chairman (historical) | Prior board role ended in Mar 2023 |
| DermBiont | Private | Director | Dermatology biotech; no related‑party transactions disclosed in proxy narrative for Basta |
| Illumisonics | Private | Chairman | Imaging/medical tech; no related‑party details disclosed |
Expertise & Qualifications
- Financial oversight: Audit Committee member; designated audit committee financial expert; financial sophistication per SEC/Nasdaq .
- Sector experience: Leadership across biotech, medical devices, aesthetics, and digital therapeutics; current operating CEO in public biopharma .
- Education: B.A., Johns Hopkins; MBA, Kellogg/Northwestern .
Equity Ownership
| Holder/Instrument | Shares/Units | Notes |
|---|---|---|
| Common shares (direct) | 2,842 | Personal holdings |
| Shelter Trust (Basta Revocable Trust) | 3,601 | Basta as trustee; voting/investment power |
| Basta Revocable Trust (dated Aug 4, 2017) | 1,007 | Basta as trustee; voting/investment power |
| Options exercisable within 60 days | 54,285 | Included in beneficial ownership per SEC rules |
| Total beneficial ownership | 61,735 | Less than 1% of outstanding shares |
| Pledging/Hedging | Prohibited by insider trading policy (no margin, pledging, puts/calls, short selling, hedging) | Policy applies to directors |
Governance Assessment
-
Strengths:
- Independent director with deep operating experience; Audit Committee financial expert designation enhances financial reporting oversight .
- Attendance meets the ≥75% threshold; committee service active; Board uses a Lead Independent Director structure to reinforce independence .
- Director pay structure is modest and primarily option‑based, aligning with shareholder outcomes; 2024 total was $125,625 (cash $49,425, option grant‑date value $76,200) .
- Company policy prohibits pledging/hedging of stock, supporting alignment and risk discipline .
-
Watch items / potential red flags:
- Ownership alignment is relatively low (<1% beneficial ownership), though option exposure and one‑time grant in 2024 aimed to bolster director ownership after recapitalization; monitor actual exercised/held levels going forward .
- External operating CEO role (Phathom) may constrain time; continue to track attendance and engagement metrics annually; current attendance standard met .
- Related‑party transactions policy is robust; no Basta‑specific related‑party transactions are noted in the proxy summaries provided; continue surveillance in future filings .
-
Compensation committee/process signals:
- Use of independent consultant (F.W. Cook) reviewed executive and director compensation policies in 2024, indicating structured benchmarking and governance controls around pay decisions .
Overall, current disclosures support investor confidence in board effectiveness for financial oversight and independence, with ongoing monitoring recommended for ownership alignment and time‑commitment balance .