Yarrow Bioscience, Inc. 10-K

ITEM 9A - CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures We maintain “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the company’s management, including its chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act and regulations promulgated thereunder) as of December 31, 2024. Based on such evaluation, those officers have concluded that, as of December 31, 2024, our disclosure controls and procedures were effective at the reasonable assurance level. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Management’s Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over our financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, the Company’s principal executive and financial officers and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes and includes those policies and procedures that (a) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Our management assessed the effectiveness of our internal control over financial reporting, as of December 31, 2024. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Based on our assessment, management concluded that, as of December 31, 2024, our internal control over financial reporting was effective based on these criteria. ITEM 9B - OTHER INFORMATION None. ITEM 9C - DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 72 Table of Contents PART III ITEM 10 - DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Executive Officers and Directors The following table sets forth information regarding our executive officers and members of our Board of Directors (the "Board") as of the date of this Annual Report on Form 10-K. Name Age Position(s) Executive Officers and Employee Director David Domzalski 58 President, Chief Executive Officer and Director Tyler Zeronda 39 Chief Financial Officer and Treasurer Iain Stuart, Ph.D. 52 Chief Scientific Officer Mutya Harsch 50 Chief Legal Officer, General Counsel and Secretary Non-Employee Directors Sharon Barbari 70 Director Steven Basta 59 Director Christine Borowski, Ph.D. 47 Director Anthony Bruno 68 Director Patrick LePore 69 Lead Independent Director Elisabeth Sandoval Little 63 Director Executive Officers David Domzalski has served as our President and Chief Executive Officer and as a director since March 2020. From July 2017 until the March 2020 closing of the Merger between Menlo and Foamix, Mr. Domzalski served as the Chief Executive Officer of Foamix. He also served as a director of Foamix from 2018 to the closing of the Merger. Mr. Domzalski’s tenure with Foamix began in 2014 when he served as President of its U.S. subsidiary. Prior to that, Mr. Domzalski was the Vice President of Sales and Marketing at LEO Pharma, Inc. from 2009 to 2013. Mr. Domzalski holds a B.A. in economics and political science from Muhlenberg College in Allentown, Pennsylvania. We believe Mr. Domzalski is qualified to serve on our Board given his leadership position with our company and Foamix, and his extensive experience in operating and leadership roles in the pharmaceutical industry. Tyler Zeronda was appointed as our Chief Financial Officer and Treasurer in March 2022 and previously served as our Interim Chief Financial Officer and Treasurer beginning in June 2021. Mr. Zeronda has been responsible for all finance activities related to our commercial operations, financial planning, treasury, risk management and supply chain matters. Mr. Zeronda joined Foamix in April 2019, and from the closing of the Merger in 2020 until June 2021, Mr. Zeronda served as our Vice President of Finance. From 2013 to April 2019, Mr. Zeronda held positions of increasing responsibility in finance at the publicly held company Aerie Pharmaceuticals Inc., culminating in his role as Director of Finance. Prior to joining Aerie, Mr. Zeronda was employed at the accounting firm Ernst & Young LLP where he focused on assurance services for companies in the healthcare industry. Mr. Zeronda received his M.S. in accounting from the University of Virginia. He holds a B.A. in economics and business from Lafayette College and is licensed as a Certified Public Accountant in the state of New York. Iain Stuart, Ph.D. has served as our Chief Scientific Officer since the closing of the Merger. From January 2019 until the closing of the Merger in 2020, Dr. Stuart served as Foamix’s Chief Scientific Officer, Senior Vice President of Research & Development from 2017 to January 2019 and Vice President of Clinical Development from 2016 to 2017. Prior to joining Foamix, Dr. Stuart held several positions, including Vice President of Medical Strategy and Scientific Affairs, at LEO Pharma Inc. from 2008 to 2016. Dr. Stuart holds a Ph.D. from Glasgow Caledonian University in Scotland. Mutya Harsch has served as our Chief Legal Officer, General Counsel and Secretary since the closing of the Merger, having previously served with Foamix since 2018, most recently as General Counsel and Chief Legal Officer. Ms. Harsch previously held positions as Special Counsel, Mergers & Acquisitions at Cooley LLP from 2015 to 2017 and as a corporate lawyer at Davis Polk & Wardwell from 2005 to 2015. From October 2021 to June 2023, she served on the board of directors of the 73 Table of Contents publicly held company Satsuma Pharmaceuticals Inc. Ms. Harsch received her J.D. and B.A. from the University of California at Berkeley. Non-Employee Directors Sharon Barbari has served on our Board since the closing of the Merger, having previously served as a director of Foamix from January 2019 to the closing of the Merger in 2020. From 2004 to 2017, Ms. Barbari served as Chief Financial Officer at Cytokinetics. From 2002 to 2004, she served as Chief Financial Officer and Senior Vice President of Finance and Administration at InterMune. From 1998 to 2002, she served in senior financial roles at Gilead Sciences, including as Chief Financial Officer. Ms. Barbari was also employed as Vice President of Strategic Planning at Foote, Cone & Belding Healthcare. She began her career at Syntex Corporation/Roche Pharmaceuticals, where she held various roles of increasing responsibility from 1972 to 1996. Ms. Barbari served on the board of directors of the publicly held company Agile Therapeutics from June 2020 until its merger with Exeltis Project, Inc., a U.S. subsidiary of Insud Pharma, S.L., in August 2024. She previously was a board member for the Association of Bioscience Finance Officers Northern California Chapter, Phytogen Life Sciences and Sonoma Pharmaceuticals. In 2017, Ms. Barbari was a recipient of the YWCA Silicon Valley Tribute to Women Awards. She received her B.S. in accounting from San Jose State University. We believe Ms. Barbari is qualified to serve on our Board because of her financial executive and leadership roles in various biotechnology and pharmaceutical companies. Steven Basta has served on our Board since 2015. Mr. Basta served with Menlo as our President and Chief Executive Officer from 2015 until the closing of the Merger. Mr. Basta has served as the Chief Executive Officer of SaNOtize Research and Development Corp. since September 2023. From December 2020 until October 2022, Mr. Basta served as the Chief Executive Officer of Mahana Therapeutics, a privately held digital therapeutics company. From 2011 to 2015, Mr. Basta served as Chief Executive Officer of AlterG, a privately held medical device company. From 2002 to 2010, Mr. Basta served as Chief Executive Officer of BioForm Medical, a publicly held medical aesthetics company acquired by Merz, and from 2010 to 2011 served as Chief Executive Officer of its successor Merz Aesthetics. He has served on the board of DermBiont, Inc., a privately held pharmaceutical company, since 2020, and has served as chairman of the board of directors of Illumisonics, a privately held company, since November 2023. Mr. Basta served as a director of the publicly held company Viveve Medical from 2018 until March 2023, including as Chairman of the Board beginning in January 2019. Mr. Basta received a B.A. from The Johns Hopkins University and an M.B.A. from the Kellogg Graduate School of Management at Northwestern University. We believe Mr. Basta is qualified to serve on our Board because of his extensive experience in leadership and management roles at various life sciences companies. Christine Borowski, Ph.D. has served on our Board since January 2024. Dr. Borowski has served as Principal at Access Biotechnology since January 2024, and previously served as Vice President (from January 2022) and Senior Associate (from July 2019) at Access Biotechnology. Prior to that, Dr. Borowski worked on therapeutics company creation at Apple Tree Partners from 2017 to May 2019. Before joining Apple Tree Partners, Dr. Borowski worked as an editor at several scientific journals, most recently as Chief Editor of Nature Medicine from 2014 to 2017. She earned a B.S. in Biology from the University of Kentucky, a Ph.D. in Immunology from Harvard University, and completed her postdoctoral work on natural killer T cell development at the University of Chicago. Dr. Borowski was appointed to the Board in connection with Access Biotechnology's equity investment in the Company in November 2023. We believe Dr. Borowski is qualified to serve on our Board because of her expertise in immunology and extensive experience in the biopharmaceutical industry. Anthony Bruno has served on our Board since the closing of the Merger, having previously served as a director of Foamix from 2018 to the closing of the Merger in 2020. Prior to his retirement in 2018, Mr. Bruno served as a strategic consultant to Foamix from 2014 to 2018 and to a number of healthcare-focused investment funds between 2011 and 2018. He was employed at Warner Chilcott from 2000 to 2011, most recently as Executive Vice President, with responsibility for all business development activities including product acquisitions and divestitures as well as licensing agreements. Mr. Bruno also spent 16 years at Warner Lambert, holding several positions of increasing strategic responsibility. Mr. Bruno began his career as an associate with the law firm of Shearman & Sterling. Mr. Bruno holds a B.A. in Political Science from Syracuse University and a J.D. from The George Washington University Law School. We believe Mr. Bruno is qualified to serve on our Board given his experience as an accomplished pharmaceutical executive with broad expertise in the legal, business development, and corporate development functions, as well as his significant experience in product licensing and M&A transactions. Patrick LePore has served on our Board since September 2020 and was appointed as our lead independent director in February 2021. Mr. LePore served as Chairman, Chief Executive Officer and President of the publicly held company Par Pharmaceutical Companies, Inc. from 2006 until its acquisition by private equity investor TPG Capital in 2012. He remained as chairman of the new company where he led the sale of the company to Endo Pharmaceuticals in 2015. Mr. LePore began his career with Hoffmann-LaRoche. He later founded Boron, LePore & Associates, a medical communications company, which he took public in 1997 and which was eventually sold to Cardinal Health. Within the past five years, Mr. LePore served as Chairman of the Board of the publicly held pharmaceutical company Lannett Company, Inc and as a director of the publicly held companies 74 Table of Contents Matinas BioPharma Holdings, Inc., PharMerica Corporation and Innoviva, Inc. He also previously served as a trustee of Villanova University, from which he holds a bachelor’s degree. He holds a Master of Business Administration from Farleigh Dickinson University. We believe Mr. LePore is qualified to serve on our Board given his extensive experience as a senior level executive and board member for several companies in the pharmaceutical sector. Elisabeth Sandoval Little has served on our Board since March 2019. Ms. Sandoval Little currently serves as a consultant to the pharmaceutical industry. From 2016 to 2019, she served as the Chief Commercial Officer and Executive Vice President of Corporate Strategy for Alder Biopharmaceuticals, a publicly held biopharmaceutical company. From 2012 to 2015, Ms. Sandoval Little was Chief Commercial Officer for KYTHERA Biopharmaceuticals until KYTHERA’s acquisition by Allergan. Ms. Sandoval Little previously served as Vice President of Marketing for Bausch and Lomb Surgical and Vice President of Global Marketing at Allergan with responsibility for the Medical Aesthetics division. She spent over 20 years at Allergan in sales and marketing leadership roles in the specialties of dermatology, neurology, and aesthetics. Ms. Sandoval Little began her career in research and development at Johnson & Johnson’s Ethicon division. Ms. Sandoval Little currently serves on the board of directors of the publicly held company PROCEPT BioRobotics Corporation and the privately held company Feldan Therapeutics, and previously served on the board of directors of the publicly held company Satsuma Pharmaceuticals from May 2019 until June 2023 and the publicly held company Intersect ENT, Inc. from April 2021 until its acquisition by Medtronic plc in May 2022. She holds an M.B.A. from Pepperdine University and a B.S. in biology from the University of California, Irvine. We believe that Ms. Sandoval Little is qualified to serve on our Board because of her extensive background working in the dermatology industry and her experience in strategic planning, business transactions, sales operations and executive leadership. Corporate Governance Guidelines The Board has documented our governance practices in our corporate governance guidelines to assure that the Board will have the necessary authority and practices in place to review and evaluate our business operations as needed and to make decisions that are independent of our management. The guidelines are also intended to align the interests of directors and management with those of our stockholders. The corporate governance guidelines set forth certain practices the Board will follow with respect to Board composition, Board committees, Board nomination, director qualifications and evaluation of the Board and committees. The corporate governance guidelines and the charter for each committee of the Board described below may be viewed on the "Corporate Governance" section of our "Investors & Media" page on our corporate website located at vynetherapeutics.com. Leadership Structure of the Board Our amended and restated bylaws and corporate governance guidelines provide our Board with flexibility to designate the position of Chairman of the Board, and if so, to combine or separate the positions of Chairman of the Board and Chief Executive Officer, or to appoint a lead director in accordance with its determination that utilizing a particular structure would be in the best interests of the Company. Upon the recommendation of our Nominating and Corporate Governance Committee, our Board has appointed Patrick LePore to serve as our lead independent director. The Board determined that the appointment of a lead independent director was in our best interests and those of our stockholders as it strengthens the Board's independence and commitment to strong governance practices. Role of Board in Risk Oversight Process Risk assessment and oversight are an integral part of our governance and management processes. Our Board encourages management to promote a culture that incorporates risk management into our corporate strategy and day-to-day business operations. Management discusses strategic and operational risks at regular management meetings, and conducts specific strategic planning and review sessions during the year that include a focused discussion and analysis of the risks facing us. Throughout the year, senior management reviews these risks with the Board at regular Board meetings as part of management presentations that focus on particular business functions, operations or strategies, and presents the steps taken by management to mitigate or eliminate such risks. Committees of the Board of Directors The Board has a standing Audit Committee, Compensation Committee and a Nominating and Corporate Governance Committee. The Board may establish other committees to facilitate the management of our business. The current composition and functions of each committee are described below. 75 Table of Contents Name Audit Compensation Nominating and Corporate Governance David Domzalski — — — Sharon Barbari X* X — Steven Basta X — — Christine Borowski, Ph.D. — — X Anthony Bruno — X X* Patrick LePore — — X Elisabeth Sandoval Little X X* — * Committee Chairperson Below is a description of each committee of the Board. Audit Committee Our Audit Committee oversees our corporate accounting and financial reporting process. Among other matters, the Audit Committee: • appoints our independent registered public accounting firm; • evaluates the independent registered public accounting firm’s qualifications, independence and performance; • determines the engagement of the independent registered public accounting firm; • reviews and approves the scope of the annual audit and the audit fee; • discusses with management and the independent registered public accounting firm the results of the annual audit and the review of our quarterly financial statements; • approves the retention of the independent registered public accounting firm to perform any proposed permissible non‑audit services; • monitors the rotation of partners of the independent registered public accounting firm on our engagement team in accordance with requirements established by the SEC; • is responsible for reviewing our financial statements and our management’s discussion and analysis of financial condition and results of operations to be included in our annual and quarterly reports to be filed with the SEC; • reviews our critical accounting policies and estimates; and • reviews the Audit Committee charter and the committee’s performance at least annually. The current members of our Audit Committee are Mses. Barbari and Sandoval Little and Mr. Basta, with Ms. Barbari serving as chairperson of the committee. All members of our Audit Committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and Nasdaq. Our Board has determined that each of Ms. Barbari and Mr. Basta qualifies as an audit committee financial expert under the applicable rules of the SEC and has the requisite financial sophistication as defined under the applicable rules and regulations of Nasdaq. Under the rules of the SEC, members of the Audit Committee must also meet heightened independence standards. Our Board has determined that Mses. Barbari and Sandoval Little and Mr. Basta are independent under the applicable rules of the SEC and Nasdaq. The Audit Committee operates under a written charter, available on our corporate website, that satisfies the applicable standards of the rules of the SEC and Nasdaq. Compensation Committee Our Compensation Committee oversees policies and makes determinations relating to compensation and benefits of our current and prospective officers, directors and employees. The Compensation Committee periodically evaluates the performance of our Company, and where appropriate, our officers, in light of the goals and objectives it has established, and determines and approves, or may recommend to the Board to approve, the bonus award, if any, payable to these officers. The Compensation Committee may establish compensation and make bonus awards to our chief executive officer directly or may make 76 Table of Contents recommendations to the Board regarding compensation and bonus awards payable to our chief executive officer. Our Compensation Committee also reviews director compensation and makes recommendations to the Board regarding director compensation. The Compensation Committee also reviews and approves or makes recommendations to our Board regarding the issuance of stock options and other awards under our stock plans. The Compensation Committee will periodically review and evaluate the performance of the Compensation Committee and its members, including compliance by the Compensation Committee with its charter. The current members of our Compensation Committee are Mses. Barbari and Sandoval Little and Mr. Bruno, with Ms. Sandoval Little serving as the chairperson of the committee. Our Board has determined that each of Mses. Barbari and Sandoval and Mr. Bruno is independent under the applicable rules and regulations of Nasdaq and is a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act. Our executive officers submit proposals to the Board and the Compensation Committee regarding our executive compensation. Our Chief Executive Officer also annually reviews the performance of each executive officer and makes recommendations regarding their compensation. The Compensation Committee considers those recommendations in determining base salaries, adjustments to base salaries, annual cash bonus program targets and awards and equity awards, if any, for the executive officers and other members of senior management. The Compensation Committee has evaluated the independence of its compensation consultant, considering the independence factors specified in the listing requirements of Nasdaq and concluded that their work for the Compensation Committee does not raise any conflicts of interest. The Compensation Committee operates under a written charter, available on our corporate website, that satisfies the applicable standards of the rules of the SEC and Nasdaq. Nominating and Corporate Governance Committee Our Nominating and Corporate Governance Committee is responsible for making recommendations to our Board regarding candidates for directorships and the size and composition of our Board. In addition, the Nominating and Corporate Governance Committee is responsible for overseeing our corporate governance policies and reporting and making recommendations to our Board concerning governance matters. The current members of our Nominating and Corporate Governance Committee are Dr. Borowski and Messrs. Bruno and LePore, with Mr. Bruno serving as the chairperson of the committee. Our Board has determined that each of Dr. Borowski and Messrs. Bruno and LePore is an independent director under the applicable rules and regulations of Nasdaq relating to nominating and corporate governance committee independence. The Nominating and Corporate Governance Committee operates under a written charter, available on our corporate website, that satisfies the applicable standards of the SEC and Nasdaq. Our Nominating and Corporate Governance Committee is responsible for reviewing with the Board, on an annual basis, the appropriate characteristics, skills and experience required for the Board as a whole and its individual members. In evaluating the suitability of individual candidates (both new candidates and current members), the Nominating and Corporate Governance Committee, in recommending candidates for election, and the Board, in approving (and, in the case of vacancies, appointing) such candidates, may take into account many factors, including: • the candidate’s experience in corporate management, such as serving as an officer or former officer of a publicly held company; • the candidate’s experience as a board member of another publicly held company; • the candidate’s professional and academic experience relevant to our industry; • the strength of the candidate’s leadership skills; • the candidate’s experience in finance and accounting and/or executive compensation practices; and • whether the candidate has the time required for preparation, participation and attendance at Board meetings and committee meetings, if applicable. Currently, our Nominating and Corporate Governance Committee and Board evaluate each individual in the context of the Board as a whole, with the objective of assembling a group that can best maximize the success of the business and represent 77 Table of Contents stockholder interests through the exercise of sound judgment using its diversity of experience in these areas. The Nominating and Corporate Governance Committee will consider individuals who are properly proposed by stockholders to serve on the Board in accordance with laws and regulations established by the SEC and the Nasdaq listing requirements, our bylaws and applicable corporate law, and make recommendations to the Board regarding such individuals based on the established criteria for members of our Board. The Nominating and Corporate Governance Committee may consider in the future whether we should adopt a more formal policy regarding stockholder nominations. Stockholder Communications with the Board of Directors The Board will consider any written or electronic communication from our stockholders to the Board, a committee of the Board or any individual director. Any stockholder who wishes to communicate to the Board, a committee of the Board or any individual director should submit written or electronic communications to our corporate secretary at our principal executive offices, which shall include contact information for such stockholder. All communications from stockholders received shall be forwarded by our secretary to the Board, a committee of the Board or an individual director, as appropriate, on a periodic basis, but in any event no later than the Board’s next scheduled meeting. The Board, a committee of the Board, or individual directors, as appropriate, will consider and review carefully any communications from stockholders forwarded by our secretary. Code of Business Conduct and Ethics We have adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. Our code of business conduct and ethics is available on the "Corporate Governance" section of our "Investors & Media" page on our corporate website located at vynetherapeutics.com. Any amendments to the code, or any waivers of its requirements, will be disclosed on our website. The reference to our web address does not constitute incorporation by reference of the information contained at or available through our website. Insider Trading Policy and Prohibition on Margin Accounts and Hedging and Similar Transactions Our employees and directors are subject to an insider trading policy. This policy governs the purchase, sale, and/or other dispositions of the Company’s securities by directors, officers and employees that is designed to promote compliance with insider trading laws, rules and regulations, as well as procedures designed to further the foregoing purposes. In addition, it is the Company’s intent to comply with applicable laws and regulations relating to insider trading. This policy also prohibits directors, officers and employees from holding our securities in a margin account or pledging our securities as collateral for a loan. In addition, our insider trading policy prohibits employees and directors from engaging in put or call options, short selling, or similar hedging activities involving our stock. We prohibit these transactions because they may reduce the individual’s incentive to improve our performance, focus the individual on short-term performance at the expense of long-term objectives, and misalign the individual’s interests with those of our stockholders generally. The policy is filed as an exhibit to this Annual Report on Form 10-K. ITEM 11 - EXECUTIVE COMPENSATION The following is a discussion of compensation arrangements of our named executive officers ("NEOs"). As a “smaller reporting company” as defined under SEC rules, we have elected to comply with the scaled disclosure requirements applicable to such companies. Our NEOs for the year ended December 31, 2024 were: • David Domzalski, President and Chief Executive Officer; • Iain Stuart, Chief Scientific Officer; and • Mutya Harsch, Chief Legal Officer, General Counsel and Secretary. Summary Compensation Table The following table sets forth the compensation information for our NEOs for the years ended December 31, 2024 and 2023. Name and Principal Position Year Salary ($) Bonus ($) Non-equity Incentive Compensation ($)(1) Stock Awards ($)(2) Option Awards ($)(2) All Other Compensation ($)(3) Total Compensation ($) David Domzalski 2024 637,560 — 361,497 524,250 436,500 13,800 1,973,607 78 Table of Contents President and Chief Executive Officer 2023 637,560 382,536 573,804 607,500 501,750 13,200 2,716,350 Iain Stuart 2024 455,555 — 172,200 145,625 121,250 13,800 908,430 Chief Scientific Officer 2023 421,811 168,724 253,086 168,750 139,375 13,200 1,164,946 Mutya Harsch 2024 443,280 — 167,560 145,625 121,250 13,800 891,515 Chief Legal Officer, General Counsel and Secretary 2023 382,594 (5) 168,869 253,302 168,750 139,375 13,200 1,126,090 (1) The amounts reported in this column reflect cash bonuses earned pursuant to the achievement of our corporate objectives for the applicable year. See “Narrative Disclosure to Summary Compensation Table—Non-Equity Incentive Plan Compensation” for additional discussion regarding the 2024 cash bonuses. (2) Represents the grant date fair value of the restricted stock units and stock options granted in accordance with ASC 718. The assumptions used in calculating the grant date fair values are set forth in Note 13 to the consolidated financial statements included in this Annual Report on Form 10-K. (3) Reflects employer matching contributions to each individual's 401(k) plan. Narrative Disclosure to Summary Compensation Table We periodically review compensation for our executive officers. In setting executive base salaries and bonuses and granting equity incentive awards, we consider compensation for comparable positions in the market, the historical compensation levels of our executives, individual performance as compared to our expectations and objectives, our desire to motivate our employees to achieve short- and long-term results that are in the best interests of our stockholders and a long-term commitment to our company. We do not target a specific competitive position or a specific mix of compensation among base salary, bonus or long-term incentives. Our Compensation Committee typically reviews and discusses management’s proposed compensation with the Chief Executive Officer for all executives other than the Chief Executive Officer. Based on those discussions and its discretion, the Compensation Committee then recommends the compensation for each executive officer. Our Compensation Committee, without members of management present, discusses and ultimately approves the compensation of our executive officers. In 2023 the Compensation Committee retained F.W. Cook & Co. ("F.W. Cook"), a compensation consulting firm, to evaluate and make recommendations with respect to our executive compensation program and retention incentives. F.W. Cook's engagement included assisting the Compensation Committee with developing retention incentives for our employees, the selection of a peer group of companies for benchmarking purposes, an analysis of our existing executive compensation, including our equity incentive plan and equity award granting practices, and an analysis of our director compensation policy. In 2023, F.W. Cook presented the Compensation Committee with data about the compensation paid by our peer group of companies and other employers, who we believe compete with us for executives, updated the Compensation Committee on new developments in areas that fall within the Compensation Committee’s jurisdiction and advised the Compensation Committee regarding all of its responsibilities. F.W. Cook served at the pleasure of the Compensation Committee rather than us, and the consultant’s fees were approved by the Compensation Committee. Annual Base Salary The base salary for Mr. Domzalski, our CEO, remained unchanged from 2023 through 2024 and 2025. Mr. Domzalski's annual base salary for 2025 remains $637,560. For 2024, Dr. Stuart’s annual base salary increased from $421,811 in 2023 to $455,555 in 2024. For 2024, Ms. Harsch’s annual base salary increased from $422,172 in 2023 to $443,280 through 2024. Ms. Harsch was on a reduced schedule from July 2023 through August 2023. During such time, Ms. Harsch maintained her responsibilities as Chief Legal Officer, General Counsel and Secretary of the Company and was paid 25% of her base salary for the period. Dr. Stuart's and Ms. Harsch's annual base salaries for 2025 are $471,499 and $458,795, respectively. Non-Equity Incentive Plan Compensation Mr. Domzalski's eligibility to receive his target annual bonus, which is currently 60% of his base salary, is based solely on the achievement of corporate performance objectives. For Ms. Harsch's and Dr. Stuart's target bonus, which is currently 40% of their respective base salaries, the bonus amounts earned are based 75% on the achievement of corporate performance objectives and 25% on the achievement of individual performance objectives. Each of our NEOs has a maximum bonus opportunity equal to 200% of their target bonus. 79 Table of Contents For the 2024 bonuses, the corporate performance objectives included the advancement of our biotech strategy through organic development of existing products and opportunistic transactions and partnerships. The corporate objectives also included the achievement of certain research and development and financial objectives. In February 2025, our Compensation Committee assessed the level of achievement of corporate and individual performance objectives and considered, among other things, the increase in our share price and the improved strength of our management team and board through the hiring of additional research and development colleagues and the addition of Ms. Borowski to our Board of Directors. In addition, the Compensation Committee considered the level of achievement of certain milestones related to repibresib gel including the initiation of the Phase 2b trial and the completion of enrollment of subjects with NSV in the trial. The Compensation Committee also considered the advancement of VYN202 including the clearance of our IND and successful completion of the Phase 1a SAD/MAD trial in healthy volunteers. The Compensation Committee also determined that Dr. Stuart and Ms. Harsch had fully achieved all individual objectives. After applying such levels of achievement to the applicable weightings, the Compensation Committee, in consultation with F.W. Cook, awarded each of Mr. Domzalski, Dr. Stuart and Ms. Harsch 94.5% of their respective target bonus. The actual bonus amounts paid for 2024 are reflected in the “Non-Equity Incentive Compensation” column of the Summary Compensation Table above. 401(k) Plan We maintain a tax‑qualified retirement plan that provides eligible U.S. employees, including our NEOs, with an opportunity to save for retirement on a tax-advantaged basis. Eligible employees are able to defer eligible compensation subject to applicable annual Internal Revenue Code (the “Code”) limits. Currently, we match each eligible employee’s contributions up to 4% of total eligible compensation. Employees’ pre‑tax contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions. Employees are immediately and fully vested in their contributions. The 401(k) plan is intended to be qualified under Section 401(a) of the Code with the 401(k) plan’s related trust intended to be tax exempt under Section 501(a) of the Code. As a tax‑qualified retirement plan, contributions to the 401(k) plan and earnings on those contributions are not taxable to the employees until distributed from the 401(k) plan. Employee Benefits and Perquisites All of our full‑time employees, including our NEOs, are eligible to participate in our health and welfare plans, including medical, dental and vision benefits, medical and dependent care flexible spending accounts, short‑term and long‑term disability insurance and life insurance. In addition, all of our employees are eligible to participate in our Employee Share Purchase Plan, which allows them to purchase shares of our common stock at a 15% discount to prevailing market prices, subject to certain terms and conditions. We do not provide our NEOs with perquisites or other personal benefits, other than the retirement, health and welfare benefits that apply uniformly to all of our employees. Equity-Based Awards Since December 2023, equity-based awards to our NEOs have been made under our 2023 Plan. The equity-based incentive awards granted to our NEOs are designed to align the interests of our NEOs with those of our stockholders. Generally, the vesting of equity awards is tied to each officer’s continuous service with us and serves as an additional retention measure. Our executives generally are awarded an initial new hire grant upon commencement of employment. Additional grants may occur periodically in order to specifically incentivize executives with respect to achieving certain corporate goals or to reward executives for exceptional performance. On December 11, 2023, the Compensation Committee approved the grant of restricted stock units and options to our employees under our 2023 Plan, including members of management, for both 2023 and 2024. The Compensation Committee determined that such grants were appropriate to provide long-term incentives that align the interests of the Company’s employees with the interests of stockholders. In making its decision, the Compensation Committee considered: (i) that our employees were not previously awarded equity compensation in the first quarter of 2023, consistent with past practice; (ii) that the ownership percentage in the Company for our Chief Executive Officer, the Chief Financial Officer and other NEOs based on total shares outstanding (inclusive of shares underlying pre-funded warrants) was significantly lower than ownership percentages for such officers at peer companies; (iii) given the small size of our workforce, the impact of the loss of any employee, especially members of management, on our ability to execute our corporate objectives for 2024 and beyond; and (iv) our recent financing activities and the increased total number of shares outstanding, inclusive of shares underlying the pre-funded warrants that were issued to shareholders in the private placement. For Mr. Domzalski, the Compensation Committee approved the grant of 225,000 restricted stock units and options to purchase 225,000 shares with a grant date of December 13, 2023, and a grant of 225,000 restricted stock units and options to purchase 80 Table of Contents 225,000 shares with a grant date of January 1, 2024. For each of Ms. Harsch and Dr. Stuart, the Compensation Committee approved the grant of 62,500 restricted stock units and options to purchase 62,500 shares with a grant date of December 13, 2023, and a grant of 62,500 restricted stock units and options to purchase 62,500 shares with a grant date of January 1, 2024. These equity awards vest over a four-year period, with 25% vesting on the first anniversary of the last day of the quarter in which the grant was made, and 6.25% vesting every quarter thereafter, in each case, subject to the executive’s continued service to the Company through the vesting date. The exercise price for each option is the closing price of our common stock on the applicable grant date. Outstanding Equity Awards at Fiscal Year End The following table sets forth all outstanding equity awards held by each of our NEOs as of December 31, 2024. Option Awards Share Awards Name Grant Date Number of Securities Underlying Unexercised Options Exercisable Number of Securities Underlying Unexercised Options Unexercisable Option Exercise Price ($) Option Expiration Date Number of Shares or Units of Shares That Have Not Vested (#) Market Value of Shares or Units of Shares That Have Not Vested (5)($) David Domzalski 11/10/2015 5,922 — 285.84 11/10/2025 — — 3/1/2016 1,500 — 241.92 3/1/2026 — — 2/21/2017 1,784 — 408.96 2/21/2027 — — 8/8/2017 8,195 — 230.40 8/8/2027 — — 5/8/2018 1,755 — 203.04 5/8/2028 — — 1/1/2019 4,276 — 151.20 1/1/2029 — — 2/24/2020 6,024 — 161.28 2/24/2030 — — 5/6/2020 9,443 — 140.40 5/6/2030 — — 2/22/2021 18,686 1,243 (1) 149.94 2/22/2031 533 (1) 1,786 9/2/2021 17,795 — 30.24 9/2/2031 — — 3/17/2022 11,931 5,418 (2) 10.98 3/17/2032 5,420 (2) 18,157 12/13/2023 56,250 168,750 (3) 2.70 12/13/2033 168,750 (3) 565,313 1/1/2024 — 225,000 (4) 2.33 1/1/2034 225,000 (4) 753,750 Iain Stuart 11/15/2016 1,000 — 342.00 11/15/2026 — — 8/8/2017 325 — 216.00 8/8/2027 — — 2/27/2018 750 — 254.16 2/27/2028 — — 1/1/2019 1,900 — 151.20 1/1/2029 — — 2/24/2020 2,409 — 161.28 2/24/2030 — — 5/6/2020 1,561 — 140.40 5/6/2030 — — 2/22/2021 3,549 236 (1) 149.94 2/22/2031 101 (1) 338 9/2/2021 3,380 — 30.24 9/2/2031 — — 3/17/2022 2,866 1,300 (2) 10.98 3/17/2032 1,300 (2) 4,355 12/13/2023 15,625 46,875 (3) 2.70 12/13/2033 46,875 (3) 157,031 1/1/2024 — 62,500 (4) 2.33 1/1/2034 62,500 (4) 209,375 Mutya Harsch 2/27/2018 1,250 — 254.16 2/27/2028 — — 1/1/2019 1,758 — 151.20 1/1/2029 — — 2/24/2020 2,409 — 161.28 2/24/2030 — — 5/6/2020 2,082 — 140.40 5/6/2030 — — 2/22/2021 3,549 236 (1) 149.94 2/22/2031 101 (1) 338 9/2/2021 3,380 — 30.24 9/2/2031 — — 3/17/2022 2,865 1,300 (2) 10.98 3/17/2032 1,300 (2) 4,355 12/13/2023 15,625 46,875 (3) 2.70 12/13/2033 46,875 (3) 157,031 1/1/2024 — 62,500 (4) 2.33 1/1/2034 62,500 (4) 209,375 (1) This award vested 25% on March 31, 2022, with 6.25% vesting every quarter thereafter through March 31, 2025, subject to the executive’s continuous service through each applicable vesting date. 81 Table of Contents (2) This award vested 25% on March 31, 2023, with 6.25% vesting every quarter thereafter through March 31, 2026, subject to the executive’s continuous service through each applicable vesting date. (3) This award vested 25% on December 31, 2024, with 6.25% vesting every quarter thereafter through December 31, 2027, subject to the executive’s continuous service through each applicable vesting date. (4) This award vests 25% on March 31, 2025, with 6.25% vesting every quarter thereafter through March 31, 2028, subject to the executive’s continuous service through each applicable vesting date. (5) The market value is based on the closing price of our common stock on December 31, 2024. Compensation Arrangements with Named Executive Officers We have entered into agreements with each of our named executive officers in connection with his or her employment with us. These agreements set forth the terms and conditions of employment of each NEO, including base salary, target bonus and standard employee benefit plan participation. Our Board or the Compensation Committee reviews each NEO’s base salary and other compensation from time to time to ensure compensation adequately reflects the NEO’s qualifications, experience, role and responsibilities. The following summaries of the compensation arrangements do not purport to be complete and are qualified in their entirety by reference to each agreement. David Domzalski, President and Chief Executive Officer The terms of Mr. Domzalski’s employment are governed by his Offer Letter, dated as of March 25, 2020. Mr. Domzalski’s annual base salary is currentl y $637,560. M r. Domzalski is also eligible to receive an annual cash target bonus of 60% of his base salary, up to the maximum bonus opportunity allowable under the applicable annual bonus plan or program in effect from time to time (such maximum bonus opportunity currently being 200% of the target bonus), subject to the achievement of Company performance criteria determined by the Board or the Compensation Committee. Mr. Domzalski’s Offer Letter provides that if Mr. Domzalski’s employment is terminated by us without Cause or he resigns for Good Reason (each as defined below), then, subject to his execution and non-revocation of a release of claims, Mr. Domzalski will be entitled to receive (i) a severance payment equal to 100% of his annual base salary then in effect, (ii) payment of COBRA premiums for healthcare plan continuation at active employee rates for 12 months following the date of termination and (iii) full accelerated vesting of all of outstanding and unvested stock options and restricted stock units on the date of termination, with such stock options remaining exercisable for 90 days following the date of termination. If Mr. Domzalski’s employment is terminated by us without Cause or he resigns for Good Reason, in each case, within 12 months following a Change in Control (as defined in the 2019 Plan), then, subject to his execution and non-revocation of a release of claims, Mr. Domzalski will be entitled to receive (i) a severance payment equal to 1.5 times the sum of his base salary and target bonus for the year of termination, (ii) a prorated target annual bonus payment for the year of termination, (iii) payment of COBRA premiums for healthcare plan continuation at active employee rates for 18 months following the date of termination and (iv) full accelerated vesting of all of outstanding and unvested stock options and restricted stock units on the date of termination, with such stock options remaining exercisable for 90 days following the date of termination. For purposes of Mr. Domzalski’s Offer Letter: “Cause” means (1) the executive’s commission of an act of fraud or dishonesty in the course of his employment; (2) his indictment, conviction or entering of a plea of nolo contendere for a crime constituting a felony; (3) his gross negligence or willful misconduct in connection with his employment; (4) his willful and continued failure to substantially perform his duties; (5) his breach of any of the restrictive covenants; or (6) a material breach of this agreement or any other agreement, plan or arrangement by and between Mr. Domzalski and us or any of our subsidiaries and affiliates or any of our policies or those of our subsidiaries and affiliates by Mr. Domzalski. “Good Reason” means (i) a material diminution in his base salary or target bonus (provided that failure to earn a bonus equal to or in excess of the target bonus by reason of failure to achieve applicable performance goals shall not be deemed Good Reason); (ii) a material diminution of his position, responsibilities, duties or authorities from those in effect as of the effective date; (iii) any change in reporting structure such that he is required to report to someone other than the Board; (iv) any material breach by us of our obligations under the Offer Letter; or (v) a change in his primary work location that increases his commute by more than 50 miles, in each case subject to certain notice and cure periods. We must provide Mr. Domzalski with 30 days’ notice prior to a termination without Cause, and he must provide us with 30 days’ notice prior to any resignation for Good Reason. 82 Table of Contents Iain Stuart, Chief Scientific Officer The terms of Dr. Stuart’s employment are governed by his Offer Letter, dated as of March 7, 2022. Dr. Stuart’s annual base salary is currently $471,499. Dr. Stuart is also eligible to receive an annual target bonus of 40% of his annual base salary, up to the maximum bonus opportunity allowable under the applicable annual bonus plan or program in effect from time to time (such maximum bonus opportunity currently being 200% of the target bonus). His eligibility for such annual target bonus, and the amount of such annual target bonus, is subject to the achievement of corporate performance goals and his achievement of individual performance targets and milestone criteria, as determined by the Chief Executive Officer, in accordance with our bonus plan. In the event of a termination of his employment without Cause (as defined in the 2019 Plan) or if he resigns for Good Reason, subject to Dr. Stuart’s execution of a release of claims, Dr. Stuart will receive (i) a lump sum severance payment equal to 75% of his base salary then in effect and (ii) payment of COBRA premiums for healthcare plan continuation at active employee rates for nine months following the date of termination, provided that our 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 Dr. Stuart’s employment is terminated by us without Cause or if he terminates his employment with Good Reason within the twelve month period after a Change of Control, he will be entitled to receive a change of control payment equal to (i) one times 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) payment of COBRA premiums for healthcare plan continuation at active employee rates for 12 months following the date of termination, provided that our 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 Dr. Stuart’s unvested stock options and restricted stock units will become fully vested. For purposes of Dr. Stuart’s Offer Letter, “Good Reason” means: (i) a material reduction in his base salary; (ii) a material reduction in his target annual bonus opportunity; (iii) a relocation of his principal place of employment by more than 25 miles provided that such relocation increases his daily commute; or (iv) an adverse change in his position, including title, reporting relationship(s), authority, duties or responsibilities, in each case subject to certain notice and cure periods. We must provide Dr. Stuart with 30 days’ notice prior to a termination without Cause, and he must provide us with 30 days’ notice prior to any resignation for Good Reason. Dr. Stuart’s Offer Letter also contains customary confidentiality, non-competition and non-solicitation covenants. Mutya Harsch, Chief Legal Officer, General Counsel and Secretary The terms of Ms. Harsch’s employment are governed by her Offer Letter, dated as of April 7, 2021. Ms. Harsch’s annual base salary is currently $458,795. Ms. Harsch is also eligible to receive an annual target bonus of 40% of her annual base salary, up to the maximum bonus opportunity allowable under the applicable annual bonus plan or program in effect from time to time (such maximum bonus opportunity currently being 200% of the target bonus). Her eligibility for such annual target bonus, and the amount of such annual target bonus, is subject to the achievement of corporate performance goals and her achievement of individual performance targets and milestone criteria, as determined by the Chief Executive Officer, in accordance with our bonus plan. The Offer Letter provides that, in the event of a termination of her employment without Cause (as defined in the 2019 Plan), subject to Ms. Harsch’s execution of a release of claims, Ms. Harsch will receive (i) a lump sum severance payment equal to 75% of her base salary then in effect and (ii) payment of COBRA premiums for healthcare plan continuation at active employee rates for nine months following the date of termination, provided that our obligation under clause (ii) shall terminate on the earlier of (x) the date on which she enrolls in a group health plan offered by another employer and (y) the date on which she is no longer eligible for continuation coverage under COBRA. In addition, if Ms. Harsch’s employment is terminated by us without Cause or she terminates her employment with Good Reason within the twelve month period after a Change of Control (as defined in the 2019 Plan), she will be entitled to receive a change of control payment equal to (i) one times the sum of her then current base salary plus her target bonus, (ii) her pro rata target bonus for the year of termination, and (iii) payment of COBRA premiums for healthcare plan continuation at active employee rates for 12 months following the date of termination, provided that our obligation under clause (iii) shall terminate 83 Table of Contents on the earlier of (x) the date on which she enrolls in a group health plan offered by another employer and (y) the date on which she is no longer eligible for continuation coverage under COBRA. In addition, in the event of such a termination, all of Ms. Harsch’s unvested stock options and restricted stock units will become fully vested. For purposes of Ms. Harsch’s Offer Letter, “Good Reason” means: (i) a material reduction in her base salary; (ii) a material reduction in her target annual bonus opportunity; (iii) a relocation of her principal place of employment by more than 25 miles provided that such relocation increases her daily commute; or (iv) an adverse change in her position, including title, reporting relationship(s), authority, duties or responsibilities, in each case subject to certain notice and cure periods. We must provide Ms. Harsch with 30 days’ notice prior to a termination without Cause, and she must provide us with 30 days’ notice prior to any resignation for Good Reason. Ms. Harsch’s Offer Letter also contains customary confidentiality, non-competition and non-solicitation covenants. Clawback Policies In May 2021, the Board adopted a compensation clawback policy with respect to compensation paid to our executive officers. Under the terms of the policy, compensation can be recovered for a financial restatement or materially inaccurate performance calculation. In this case, we may seek recoupment of short and long-term cash or equity incentive compensation (including time- and performance-based awards) awarded after the effective date of the policy. In addition, compensation may be recovered for willful misconduct or gross negligence that results in material adverse reputational or economic impact on us. In this case, we may seek recoupment of 100% of incentive compensation for “Cause” and if no “Cause,” recoupment is based on the impact of the triggering event, if quantifiable at the Compensation Committee’s discretion. In addition, in November 2023 we adopted an additional clawback policy as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and related stock exchange listing standards. The policy adopted in November 2023 is filed as an exhibit to this Annual Report on Form 10-K. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information From time to time, we grant equity awards, including stock options, to our employees, including our named executive officers. Historically,we have typically granted new-hire option awards on, or within the calendar quarter of, a new hire's employment start date and annual refresh employee option grants in the first quarter of each fiscal year, which refresh grants are typically approved at a regularly scheduled meeting of the Compensation Committee occurring in such quarter. Also, non-employee directors receive automatic grants of initial and annual stock option awards, at the time of a director’s initial appointment or election to the board and at the time of each annual meeting of our stockholders, respectively, pursuant to our non-employee director compensation policy, as further described under the heading, “Director Compensation—Non-Employee Director Compensation Policy” below. We do not otherwise maintain any written policies on the timing of awards of stock options, stock appreciation rights, or similar instruments with option-like features. The Compensation Committee considers whether there is any material nonpublic information (“MNPI”) about our company when determining the timing of stock option grants and does not seek to time the award of stock options in relation to our public disclosure of MNPI. We have not timed the release of MNPI for the purpose of affecting the value of executive compensation. The following table is being provided pursuant to Item 402(x)(2) of Regulation S-K. Name (a) Grant date (b) Number of securities underlying the award (c) Exercise price of the award ($/Sh) (d) Grant date fair value of the award (e) Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information (f) (1) David Domzalski January 1, 2024 225,000 $ 2.33 $ 436,500 1.3 % Iain Stuart January 1, 2024 62,500 $ 2.33 $ 121,500 1.3 % Mutya Harsch January 1, 2024 62,500 $ 2.33 $ 121,500 1.3 % 84 Table of Contents (1) The option grants reported in this table were made two business days before the Company filed a Form 8-K under Item 5.02 reporting the previously disclosed appointment of Dr. Christine Borowski as a non-employee director of the Company. Director Compensation Non-Employee Director Compensation Policy Our Board adopted a non-employee director compensation policy effective as of December 11, 2023. Set forth below is a summary of the compensation paid to the non-executive members of the Board during 2024 pursuant to the policy. Initial Equity Grants. Each non-employee director who joins the Board will receive, upon appointment, options to purchase shares of our common stock representing two times the annual grant described below. The options will vest and become exercisable as to one-third of the shares on each of the first three anniversaries of the date of grant, subject to the director's continued service through each applicable vesting date. Annual Grant. Each non-executive director who has served as a director on our Board for at least six months will be granted options to purchase an amount of shares of our common stock representing 0.047% of the shares outstanding (inclusive of pre-funded warrants) on the date of our annual meeting of stockholders. The options vest on the one-year anniversary of the date of grant. The exercise price per share of each option granted as described above will be equal to the per share fair market value of our stock on the date of grant. Each such option will have a term of ten years from the date of grant, subject to earlier termination in connection with a termination of the non-employee director’s service with us. In the event of a change of control transaction, any unvested portion of an equity award granted under this policy will fully vest and become exercisable immediately prior to the effective date of such transaction, subject to the non-employee director’s continuous service with us on the effective date of such transaction. Annual Cash Retainers . Each of our non-employee directors receives an annual cash retainer of $40,000, payable quarterly in arrears, prorated based on the days served in the applicable fiscal quarter. In addition to the annual cash retainer, each of our non-employee directors receives fees for their service as a member or chair of a committee of our Board as set forth in the table below: Additional annual retainer fees for service as a member or chair of the following committees (with chair fees inclusive of fees for service as a member): Member Chair Audit Committee $ 10,000 $ 20,000 Compensation Committee $ 7,500 $ 15,000 Nominating and Corporate Governance Committee $ 5,000 $ 10,000 In addition, if a non-employee director is appointed to serve in a leadership position on the Board, such non-employee director will be entitled to receive additional annual cash compensation of $40,000 for service as non-employee chair of the Board or $25,000 for service as lead independent director. We also reimburse all of our non-employee directors for their reasonable and customary business expenses incurred in connection with their service as a director. None of our non-employee directors may receive cash and equity-based compensation (calculated based on grant date fair value) exceeding, in the aggregate, $750,000 in any calendar year or $1,000,000 in the calendar year a director is first appointed or elected to the Board. One-Time Option Grant On January 1, 2024, our Compensation Committee granted each non-executive director (except for Ms. Borowski) a one-time option grant for 20,000 shares of our common stock, which will vest on January 1, 2025, subject to each director’s continuous service through such date. The Compensation Committee granted these one-time awards following consultation with the Company’s independent compensation consultant, taking into consideration that all equity awards for directors were 85 Table of Contents significantly underwater and that in light of the Company’s recent financing (among other things), director stock ownership levels, based on the total shares outstanding inclusive of shares underlying pre-funded warrants, were well below the target levels for the Company’s peer companies. Director Compensation Table The following table sets forth information for the fiscal year ended December 31, 2024 regarding the compensation awarded to, earned by or paid to our non‑executive directors. Name Fees Earned or Paid in Cash ($) Option Awards ($)(1)(2) Total Compensation ($) Sharon Barbari 67,788 76,200 143,988 Steven Basta 49,425 76,200 125,625 Christine Borowski (3) 44,712 115,400 160,112 Anthony Bruno 57,500 76,200 133,700 Patrick LePore 70,575 76,200 146,775 Elisabeth Sandoval Little 65,000 76,200 141,200 (1) Represent the grant date fair value of stock options granted as computed in accordance with ASC 718. The assumptions used in calculating the grant date fair value are set forth in Note 13 to the financial statements included in this Annual Report on Form 10-K. (2) Each of our non-employee directors was granted an option to purchase 20,000 shares of our common stock on December 12, 2024 at an exercise price of $2.40. (3) Dr. Borowski was appointed as a director, effective January 1, 2024. The amount reported in the Option Awards column includes the grant date fair value of the initial grant made to Dr. Borowski when she joined the Board. As of December 31, 2024, our non-employee directors held the following equity awards: Name Shares Underlying Outstanding Options Sharon Barbari 63,407 Steven Basta 74,285 Christine Borowski 60,000 Anthony Bruno 63,213 Patrick LePore 62,901 Elisabeth Sandoval Little 63,837 ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth information relating to the beneficial ownership of our common stock as of February 14, 2025, by: • each person, or group of affiliated persons, known by us to beneficially own more than 5% of our outstanding shares of common stock; • each of our directors; • each of our named executive officers; and • all of our current directors and executive officers as a group. The number of shares beneficially owned by each entity, person, director or executive officer is determined in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares over which the individual has sole or shared voting power or investment power as well as any shares that the individual has the right to acquire within 60 days after February 14, 2025 through the 86 Table of Contents exercise of any stock option, warrants or other rights. Except as otherwise indicated, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock held by that person. The percentage of shares beneficially owned is computed on the basis of 15,209,862 shares of our common stock outstanding as of February 14, 2025. Shares of our common stock that a person has the right to acquire within 60 days after February 14, 2025 are deemed outstanding for purposes of computing the percentage ownership of the person holding such rights, but are not deemed outstanding for purposes of computing the percentage ownership of any other person, except with respect to the percentage ownership of all directors and executive officers as a group. Unless otherwise indicated below, the address for each beneficial owner listed is c/o VYNE Therapeutics Inc., 685 Route 202/206 N., Suite 301, Bridgewater, NJ 08807. Name of Beneficial Owner Number of Shares Owned and Nature of Beneficial Ownership Percent of Class 5% and Greater Stockholders: AI Biotechnology LLC (1) 1,519,465 9.99 % Cormorant Global Healthcare Master Fund, LP (2) 1,519,465 9.99 % Eventide Healthcare Innovation Fund I LP (3) 1,519,465 9.99 % Citadel CEMF Investments Ltd. (4) 1,181,088 7.77 % Named Executive Officers and Directors: David Domzalski (5) 370,498 2.39 % Mutya Harsch (6) 106,508 * Iain Stuart (7) 92,501 * Steven Basta (8) 61,735 * Sharon Barbari (9) 44,448 * Anthony Bruno (10) 45,088 * Patrick LePore (11) 94,373 * Elisabeth Sandoval Little (12) 43,837 * Christine Borowski (13) 13,334 * All current directors and executive officers as a group (10 persons) (14) 933,842 5.86 % * Indicates beneficial ownership of less than 1% of the total outstanding common stock. (1) This information has been obtained from a Schedule 13D filed on November 13, 2023 by AI Biotechnology LLC, Access Industries Holdings LLC ("AIH"), Access Industries Management, LLC ("AIM") and Mr. Len Blavatnik. Consists of (i) 1,116,585 shares of common stock and (ii) 402,880 shares of common stock issuable upon exercise of Pre-Funded Warrants. Such amount does not include 7,389,568 shares of common stock issuable upon exercise of Pre-Funded Warrants because they are subject to limitations on exercisability if such exercise would result in entities affiliated with AI Biotechnology LLC beneficially owning more than 9.99% of our common stock then issued and outstanding after giving effect to such exercise. AIH directly controls all of the outstanding voting interest in AI Biotechnology LLC. AIM controls AIH. Len Blavatnik controls AIM and holds a majority of the outstanding voting interests in AIH. By virtue of the foregoing, each of Len Blavatnik, AIM and AIH may be deemed to have voting and investment power over the Shares held by AI Biotechnology LLC. The business address of each of AI Biotechnology LLC, AIM, AIH and Len Blavatnik is c/o Access Industries, Inc. 40 West 57th Street, 28th Floor, New York, NY 10019. (2) This information has been obtained from a Schedule 13G filed on November 13, 2023 b y Cormorant Global Healthcare Master Fund, LP ("Cormorant LP"), Cormorant Global Healthcare GP, LLC ("Cormorant GP"), Cormorant Asset Management, LP ("Cormorant AM LP") and Bihua Chen. Consists o f 1,394,336 shares of common stock held by Cormorant LP and 125,129 shares of common stock issuable upon exercise of Pre-Funded Warrants. Such amount does not include 2,935,014 shares of common stock issuable upon exercise of Pre-Funded Warrants because they are subject to limitations on exercisability if such exercise would result in entities affiliated with Cormorant LP beneficially owning more than 9.99% of our common stock then issued and outstanding after giving effect to such exercise. Cormorant GP serves as the General Partner of Cormorant LP. Cormorant AM LP serves as the investment manager to Cormorant LP. Bihua Chen serves as the Managing Member of Cormorant GP and the General Partner of 87 Table of Contents Cormorant AM LP (together with Cormorant LP, the "Cormorant Entities"). By virtue of the foregoing, each of Bihua Chen and the Cormorant Entities may be deemed to have voting and investment power over the shares held by Cormorant LP. The business address of each of Bihua Chen and the Cormorant Entities is 200 Clarendon St., 52nd Floor, Boston, Massachusetts 02116. (3) This information has been obtained from a Schedule 13G filed on November 13, 2023 by Eventide Asset Management, LLC ("EAM"), Finny Kuruvilla and Robin John. Consists of 1,394,336 shares of common stock held by Eventide Healthcare Innovation Fund I LP ("Eventide LP") and 125,129 shares of common stock issuable upon exercise of Pre-Funded Warrants. Such amount does not include 5,162,284 shares of common stock issuable upon exercise of Pre-Funded Warrants because they are subject to limitations on exercisability if such exercise would result in entities affiliated with Eventide LP beneficially owning more than 9.99% of our common stock then issued and outstanding after giving effect to such exercise. Eventide Healthcare Innovatio n GP LLC ("Eventide GP") is the General Partner of Eventide LP. EAM is the Managing Member of Eventide GP. Robin John is the chief executive officer of EAM. Finny Kuruvilla and Kyle Rasbach are members of Eventide LP’s investment committee. By virtue of the foregoing, each of Mr. John, EAM and Eventide GP may be deemed to have, and Mr. Kuruvilla and Mr. Rasbach may be deemed to share, voting and investment power over the Shares held by Eventide LP. The business address of each of Eventide LP, Eventide GP, EAM, Mr. John, Mr. Kuruvilla and Mr. Rasbach is Eventide Healthcare Innovation Fund I LP c/o Eventide Asset Management, LLC, 1 International Place, Suite 4210, Boston, MA 02110. (4) This information has been obtained from a Schedule 13G/A filed o n February 14, 2024 by Citadel Advisors LLC (“Citadel Advisors”), Citadel Advisors Holdings LP (“CAH”), Citadel GP LLC (“CGP”), Citadel Securities LLC (“Citadel Securities”), Citadel Securities Group LP, Citadel Securities GP LLC and Mr. Kenneth Griffin. Consists of 1,181,088 shares of common stock held by Citadel CEMF Investments Ltd. ("CCIL") and Citadel Securities. Citadel Advisors is the portfolio manager of CCIL. CAH is the sole member of Citadel Advisors. CGP is the General Partner of CAH. Kenneth Griffin owns a controlling interest in CGP. Mr. Griffin, as the owner of a controlling interest in CGP, may be deemed to have shared power to vote and/or shared power to dispose of the securities held by CCIL. This disclosure shall not be construed as an admission that Mr. Griffin or any of the Citadel related entities listed above is the beneficial owner of any securities of the Company other than the securities actually owned by such person (if any). The business address of CCIL is c/o Citadel Enterprise Americas LLC, Southeast Financial Center, 200 S. Biscayne Blvd., Suite 3300, Miami, FL 33131. (5) Includes 82,370 shares of common stock, 216,199 shares of common stock underlying options that are exercisable within 60 days of February 14, 2025, and 71,929 shares of common stock underlying restricted stock units that are scheduled to vest within 60 days of February 14, 2025 . (6) Includes 33,553 shares of common stock, 52,945 shares of common stock underlying options that are exercisable within 60 days of February 14, 2025, and 20,010 shares of common stock underlying restricted stock units that are scheduled to vest within 60 days of February 14, 2025. (7) Includes 19,217 shares of common stock, 53,392 shares of common stock underlying options that are exercisable within 60 days of February 14, 2025, and 19,892 shares of common stock underlying restricted stock units that are scheduled to vest within 60 days of February 14, 2025 . (8) Consists of (i) 2,842 shares of common stock, (ii) 3,601 shares of common stock held by The Shelter Trust under the Basta Revocable Trust (the “Shelter Trust”), (iii) 1,007 shares of common stock held by the Basta Revocable Trust dated August 4, 2017 (the “Basta Trust”), and (iv) 54,285 shares of common stock underlying options that are exercisable within 60 days of February 14, 2025 . As the trustee of each of the Shelter Trust and the Basta Trust, Mr. Basta has voting and investment power over the shares of common stock held by each of the Shelter Trust and the Basta Trust. (9) Includes 1,041 shares of common stock and 43,407 shares of common stock underlying options that are exercisable within 60 days of February 14, 2025 . (10) Includes 1,875 shares of common stock and 43,213 shares of common stock underlying options that are exercisable within 60 days of February 14, 2025 . (11) Includes 51,472 shares of common stock and 42,901 shares of common stock underlying options that are exercisable within 60 days of February 14, 2025 . (12) Includes 43,837 shares of common stock underlying options that are exercisable within 60 days of February 14, 2025 . (13) Includes 13,334 shares of common stock underlying options that are exercisable within 60 days of February 14, 2025 . (14) Includes 607,734 shar es of common stock underlying options that are exercisable within 60 days of February 14, 2025 and 111,831 shares of common stock underlying restricted stock units that are scheduled to vest within 60 days of February 14, 2025. 88 Table of Contents Securities Authorized for Issuance Under Equity Compensation Plans The following table contains information about our equity compensation plans as of December 31, 2024. Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights and vesting of RSUs Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans Equity compensation plans approved by security holders 2,205,019 (1) $ 12.96 1,661,679 (3) Equity compensation plans not approved by security holders 130,000 (2) $ 1.96 1 (4) Total 2,335,019 $ 14.92 1,661,680 (1) Includes all awards outstanding under the 2023 Plan, the 2019 Plan, the 2018 Plan, the Foamix Pharmaceuticals Ltd. 2015 Israeli Share Incentive Plan, the Tigercat Pharma, Inc. 2011 Stock Incentive Plan or the Foamix Pharmaceuticals Ltd. 2009 Israeli Share Option Plan (collectively, the "Prior Plans"). We may no longer issue awards pursuant to any of the Prior Plans. Weighted average exercise price gives effect to outstanding restricted stock units, which have no exercise price. Excluding the restricted stock units, the weighted average exercise price would be $19.65 per share. For a description of the material terms of our equity plan, see “Item 8—Notes to Consolidated Financial Statements—Note 13—Share-Based Compensation.” (2) Includes stock options outstanding under our Inducement Plan. For a description of the material terms of our equity plans, see “Item 8—Notes to Consolidated Financial Statements—Note 13—Share-Based Compensation.” (3) Includes 1,574,557 shares available for future issuance under the 2023 Plan and 87,122 shares available for future purchase under the ESPP, and one share available for future grant under the Inducement Plan. (4) Includes 1 share available for future issuance under our Inducement Plan. ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Policies and Procedures for Related Party Transactions Our Board has adopted a written related person transaction policy setting forth the policies and procedures for the review and approval or ratification of related person transactions. This policy covers, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act, any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships in which we were or are to be a participant, where the amount involved exceeds $120,000 and a related person had or will have a direct or indirect material interest, including without limitation purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person. In reviewing and approving any such transactions, our Audit Committee considers all relevant facts and circumstances, including but not limited to whether the transaction is on terms comparable to those that could be obtained in an arm’s length transaction with an unrelated third party and the extent of the related person’s interest in the transaction. Certain Related Party Transactions The following is a description of transactions since January 1, 2023 to which we have been a party, in which the amount involved exceeds $120,000, and in which any of our directors, executive officers or beneficial owners of more than 5% of our voting securities, or an affiliate or immediate family member thereof, had or will have a direct or indirect material interest. Director and Executive Officer Compensation Please see “Director Compensation” and “Executive Compensation” for information regarding the compensation of our directors and executive officers. 89 Table of Contents Employment Agreements We have entered into employment agreements with our executive officers. For more information regarding these agreements, see "Item 11. Executive Compensation." Indemnification Agreements and Directors’ and Officers’ Liability Insurance We have entered into indemnification agreements with each of our directors and executive officers. These agreements require us to, among other things, indemnify each director and executive officer to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys’ fees, judgments, penalties fines and settlement amounts incurred by the director or executive officer in any action or proceeding, including any action or proceeding by or in right of us, arising out of the person’s services as a director or executive officer. We have obtained an insurance policy that insures our directors and officers against certain liabilities, including liabilities arising under applicable securities laws. Independence of Board of Directors and its Committees Under Nasdaq listing standards, independent directors must comprise a majority of a listed company’s board of directors within a specified period of the closing of our initial public offering. In addition, the rules of Nasdaq require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent. Under the rules of Nasdaq, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, the director does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors or any other board committee: (1) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries. We currently satisfy the audit committee independence requirements of Rule 10A-3. Additionally, compensation committee members must not have a relationship with us that is material to the director’s ability to be independent from management in connection with the duties of a compensation committee member. Our Board has undertaken a review of the independence of each director and considered whether each director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. As a result of this review, our Board determined that each of our directors, except for Mr. Domzalski as our chief executive officer, is an independent director as defined under the applicable rules and regulations of the SEC and the listing requirements and rules of Nasdaq. ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES Baker Tilly US, LLP served as our principal independent registered public accounting firm for the years ended December 31, 2024 and 2023. The following table provides information regarding fees paid by us to Baker Tilly US, LLP for the years ended December 31, 2024 and 2023: Year ended December 31, 2024 2023 (U.S. dollars in thousands) Audit fees (1) $ 359 $ 379 Tax fees (2) 4 16 Total Fees $ 363 $ 395 ______________________________ (1) Includes professional services rendered in connection with the audit of our annual financial statements, the review of our interim financial statements and fees for registration statements, comfort letters and statutory audits. (2) Includes professional services rendered for tax compliance services. 90 Table of Contents Our audit committee’s specific responsibilities in carrying out its oversight of the quality and integrity of our accounting, auditing and reporting practices include the approval of audit and non-audit services to be provided by the external auditor. The audit committee pre-approves all non-audit services provided to us by our independent registered public accounting firm. 91 Table of Contents PART IV ITEM 15 - EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) Documents Filed as Part of This Report 1. Financial statements . See Index to Financial Statements under Item 8 of Part II of this Annual Report on Form 10-K, which is incorporated herein by reference. 2. Financial statement schedules . No schedules are applicable or required, or the information is included in the consolidated financial statements or notes thereto. 3. Exhibits . See Item 15(b) below. (b) Exhibits Incorporation by Reference Exhibit Number Description Of Document Form SEC File No. Exhibit Filing Date Filed Herewith 3.1(a) Amended and Restated Certificate of Incorporation . 10-K 001-38356 3.1 March 17, 2022 3.1(b) Certificate of Amendment to the Amended and Restated Certificate of Incorporation. 8-K 001-38356 3.1 February 10, 2023 3.2 Amended and Restated Bylaws . 10-Q 001-38356 3.2 November 14, 2022 4.1 Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934. 10-K 001-38356 4.1 March 14, 2023 4.2 Second Amended and Restated Warrant, by and among VYNE Therapeutics Inc. and Perceptive Credit Holdings II, LP. 10-Q 001-38356 4.1 May 11, 2020 4.3 Second Amended and Restated Warrant, by and among VYNE Therapeutics Inc. and Orbimed Royalty & Credit Opportunities III, LP. 10-Q 001-38356 4.2 May 11, 2020 4.4 Form of Pre-Funded Warrant to Purchase Common Stock. 8-K 001-38356 4.1 October 30, 2023 10.1†* License Agreement (Topical), dated as of August 9, 2021, by and between In4Derm Limited and VYNE Therapeutics Inc. 10-Q 001-38356 10.1 November, 10, 2021 10.2†* License Agreement (Oral), dated as of April 28, 2023, by and between Tay Therapeutics and VYNE Therapeutics Inc. 10-Q 001-38356 10.1 August 14, 2023 10.3 Sales Agreement, dated as of March 1, 2024, by and between VYNE Therapeutics Inc. and Cowen and Company, LLC. 10-K 001-38356 10.3 March 1, 2024 10.4# 2009 Israeli Share Option Plan. F-1/A 001-36621 10.1 September 3, 2014 92 Table of Contents 10.5(a)# 2011 Stock Incentive Plan, as amended. S-1 001-38356 10.4(a) December 28, 2017 10.5(b)# Amendment to 2011 Stock Incentive Plan. S-1 001-38356 10.4(b) December 28, 2017 10.5(c)# Form of Stock Option Agreement under 2011 Stock Incentive Plan. S-1 001-38356 10.4(c) December 28, 2017 10.5(d)# Form of Immediately Exercisable Stock Option Agreement under 2011 Stock Incentive Plan. S-1 001-38356 10.4(d) December 28, 2017 10.6# 2015 Israeli Share Incentive Plan. F-3 001-36621 10.2 October 21, 2015 10.7(a)# 2018 Omnibus Incentive Plan. S-1/A 001-38356 10.5(a) January 12, 2018 10.7(b)# Form of Stock Option Grant Notice and Stock Option Agreement under the 2018 Equity Incentive Plan. S-1/A 001-38356 10.5(b) January 12, 2018 10.7(c)# Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Agreement under the 2018 Equity Incentive Plan. 10-K 001-38356 10.11(c) March 4, 2021 10.8(a)# 2019 Equity Incentive Plan. 10-Q 001-38356 10.5 May 11, 2020 10.8(b)# Form of Share Option Grant Notice and Option Agreement under the 2019 Equity Incentive Plan for U.S. and Israeli Employees. 10-Q 001-38356 10.8 May 11, 2020 10.8(c)# Form of Restricted Share Unit Grant Notice and Restricted Share Unit Award Agreement under the 2019 Equity Incentive Plan for U.S. and Israeli Employees. 10-Q 001-38356 10.9 May 11, 2020 10.9# 2019 Employee Share Purchase Plan. 10-Q 001-38356 10.10 May 11, 2020 10.10# Offer Letter, dated as of March 25, 2020, by and between VYNE Pharmaceuticals Inc. and David Domzalski . 10-Q 001-38356 10.13 May 11, 2020 10.11# Offer Letter, dated as of April 7, 2021, by and between VYNE Pharmaceuticals Inc. and Mutya Harsch. 10-Q 001-38356 10.2 May 6, 2021 10.12# Offer Letter, dated as of March 7, 2022, by and between VYNE Pharmaceuticals Inc. and Iain Stuart. 10-K 001-38356 10.12 March 17, 2022 10.13# Offer Letter, dated as of March 15, 2022, by and between VYNE Pharmaceuticals Inc. and Tyler Zeronda . 10-K 001-38356 10.13 March 17, 2022 10.14 Form of Securities Purchase Agreement, dated as of October 27, 2023, by and among VYNE Therapeutics Inc. and the Purchasers. 8-K 001-38356 10.1 October 30, 2023 10.15 Form of Registration Rights Agreement, dated as of October 27, 2023, by and among VYNE Therapeutics Inc. and the Purchasers. 8-K 001-38356 10.2 October 30, 2023 10.16(a)# VYNE Therapeutics Inc. 2023 Equity Incentive Plan. 8-K 001-38356 10.1 December 13, 2023 93 Table of Contents 10.16(b)# Form of Director Option Grant Notice and Option Agreement under the 2023 Equity Incentive Plan 8-K 001-38356 10.2 December 13, 2023 10.16(c)# Form of Employee Option Grant Notice and Option Agreement under the 2023 Equity Incentive Plan. 8-K 001-38356 10.3 December 13, 2023 10.16(d)# Form of Employee Restricted Share Unit Grant Notice and Restricted Share Unit Award Agreement under the 2023 Equity Incentive Plan. 8-K 001-38356 10.4 December 13, 2023 10.17# Non-Employee Director Compensation Policy. 10-K 001-38356 10.17 March 1, 2024 10.18 F irst amendment to VYNE Therapeutics Inc. 2023 Equity Incentive Plan 8-K 001-38356 10.1 December 12, 2024 10.19†* Amendment to License Agreement (Topical) dated as February 12, 2025, by and between Tay Therapeutics Inc. and VYNE Therapeutics Inc. X 19 I nsider Trading Policy. X 21.1 List of Subsidiaries of VYNE Therapeutics Inc. X 23.1 Consent of independent registered public accounting firm. X 24.1 Power of Attorney (included on signature page). X 31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 31.2 Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 32.1** Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 32.2** Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 97.1# VYNE Therapeutics Inc. Incentive Compensation Recoupment Policy, dated November 8, 2023. 10-K 001-38356 97.1 March 1, 2024 101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. X 101.SCH XBRL Taxonomy Extension Schema Document X 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document X 101.DEF XBRL Taxonomy Extension Definition Document X 101.LAB XBRL Taxonomy Extension Label Document X 94 Table of Contents 101.PRE XBRL Taxonomy Presentation Linkbase Document X 104 Cover Page Interactive Data Filed (embedded within the XBRL document) * Exhibits and schedules omitted pursuant to Item 601(a)(5) of Regulation S-K. † Portions of this exhibit have been omitted in accordance with Item 601(b)(10)(iv) of Regulation S-K because the identified confidential portions are not material and are of the type that the registrant treats as private or confidential. # Indicates management contract or compensatory plan. ** These certifications are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing. The agreements and other documents filed as exhibits to this Annual Report on Form 10-K are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time. ITEM 16 - FORM 10-K SUMMARY None. 95 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: March 6, 2025 VYNE Therapeutics Inc. By: /s/ David Domzalski David Domzalski Chief Executive Officer KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David Domzalski, Tyler Zeronda and Mutya Harsch, and each of them, his or her attorney-in-fact and agent, each with the power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, or his or her or their substitute or substitutes, may do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Signature Title Date /s/ David Domzalski Director and Chief Executive Officer ( Principal Executive Officer ) March 6, 2025 David Domzalski /s/ Tyler Zeronda Chief Financial Officer ( Principal Financial Officer and Principal Accounting Officer ) March 6, 2025 Tyler Zeronda /s/ Sharon Barbari Director March 6, 2025 Sharon Barbari /s/ Steven Basta Director March 6, 2025 Steven Basta /s/ Christine Borowski Director March 6, 2025 Christine Borowski /s/ Anthony Bruno Director March 6, 2025 Anthony Bruno /s/ Patrick LePore Director March 6, 2025 Patrick LePore /s/ Elisabeth Sandoval Little Director March 6, 2025 Elisabeth Sandoval Little 96