Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 4, 2021, Andrew Saik tendered his resignation from his role as Treasurer
and Chief Financial Officer of VYNE Therapeutics Inc. ("VYNE" or the "Company")
to pursue another opportunity, effective as of June 18, 2021. Mr. Saik's
decision to resign is not related to any disagreement with the Company. Mr. Saik
joined VYNE in March 2020 following the transaction which combined the
businesses of Foamix Pharmaceuticals Ltd. ("Foamix") and Menlo Therapeutics Inc.
We would like to thank Andrew for his contributions to VYNE as we integrated
Menlo and Foamix into a combined company and pivoted to becoming a fully
integrated commercial company incorporated in Delaware. We wish him continued
success in his future endeavors.
On behalf of the Board of Directors, the Company has named Tyler Zeronda, 35,
who is currently Vice President of Finance of the Company, to serve as interim
Chief Financial Officer and Treasurer of VYNE effective as of June 18, 2021
until a permanent replacement is named. In this role Mr. Zeronda will serve as
the Company's Principal Financial Officer and Principal Accounting Officer. Mr.
Zeronda joined Foamix in April 2019 and has been responsible for all finance
activities related to the commercial operations, financial planning, treasury,
risk management and supply chain matters of the Company. From April 2013 until
April 2019, Mr. Zeronda held positions of increasing responsibility in finance
at Aerie Pharmaceuticals Inc. ("Aerie"), a Nasdaq listed company, culminating in
his role as Director of Finance. While at Aerie, Mr. Zeronda helped lead his
department's transition from that of a development-stage entity to a fully
integrated commercial finance organization supporting the launch of multiple
drugs. Prior to joining Aerie, Mr. Zeronda was employed at Ernst & Young, LLP
where he focused on assurance services in the healthcare industry. Mr. Zeronda
received his Master of Science in accounting from the University of Virginia,
holds a Bachelor of Arts in economics and business from Lafayette College and is
a licensed CPA.
In connection with the employment of Mr. Zeronda as Interim Chief Financial
Officer and Treasurer of the Company, Mr. Zeronda and the Company entered into
an Offer Letter on June 7, 2021 (the "Offer Letter"). Pursuant to the Offer
Letter, Mr. Zeronda will receive an annual base salary equal to $300,000 and an
annual bonus opportunity of up to 35% of base salary.
The Offer Letter provides that, in the event of a termination of his employment
as interim Chief Financial Officer and Treasurer without Cause (as defined in
the Company 2019 Equity Incentive Plan), subject to his execution of a release
of claims, Mr. Zeronda will receive (i) a lump sum severance payment equal to
75% of his base salary then in effect and (ii) continued healthcare plan
coverage at active employee rates for nine (9) months following the date of
termination, provided that the Company's obligation under clause (ii) shall
terminate on the earlier of (x) the date on which he enrolls in a group health
plan offered by another employer and (y) the date on which he is no longer
eligible for continuation coverage under COBRA.
In addition, if Mr. Zeronda's employment as interim Chief Financial Officer and
Treasurer is terminated by the Company without Cause or he terminates his
employment with Good Reason (as defined in the Offer Letter) within the twelve
month period after a Change of Control (as defined in the 2019 Equity Incentive
Plan), he will be entitled to receive a change of control payment equal to (i)
one times (1.0x) the sum of his then current base salary plus his target bonus,
(ii) his pro rata target bonus for the year of termination, and (iii) continued
healthcare plan coverage at active employee rates for twelve (12) months
following the date of termination, provided that the Company's obligation under
clause (iii) shall terminate on the earlier of (x) the date on which he enrolls
in a group health plan offered by another employer and (y) the date on which he
is no longer eligible for continuation coverage under COBRA. In addition, in the
event of such a termination, all of Mr. Zeronda's unvested stock options and
restricted stock units will become fully vested.
The Offer Letter also provides for customary confidentiality, non-competition
and non-solicitation covenants.
There are no arrangements or understandings between Mr. Zeronda and any other
persons pursuant to which he was selected as interim Chief Financial Officer.
There are also no family relationships between Mr. Zeronda and any director or
executive officer of the Company and he has no direct or indirect material
interest in any transaction required to be disclosed pursuant to Item 404(a) of
The foregoing description of the Offer Letter does not purport to be complete
and is qualified in its entirety by reference to the Offer Letter, which will be
filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the
quarter ending June 30, 2021.
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