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