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SCHEDULE 14A
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Proxy Statement Pursuant to Section 14(a) of the
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Securities Exchange Act of 1934
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(Amendment No. )
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Revance Therapeutics, Inc.
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(Name of Registrant as Specified In Its Charter)
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1.
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Title of each class of securities to which transaction applies:
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2.
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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4.
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Proposed maximum aggregate value of transaction:
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5.
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Total fee paid:
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1.
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Amount Previously Paid:
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2.
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Form, Schedule or Registration Statement No.:
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3.
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Filing Party:
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4.
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Date Filed:
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(1)
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To elect the Board’s two nominees for director to hold office until the 2023 Annual Meeting of Stockholders.
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(2)
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To ratify the selection of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year 2020.
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(3)
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To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in the Proxy Statement accompanying this Notice.
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(4)
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To conduct any other business properly brought before the meeting or any adjournment thereof.
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Mark J. Foley
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President and Chief Executive Officer
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Newark, California
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March 26, 2020
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You are cordially invited to attend the meeting virtually. Whether or not you expect to attend the meeting virtually via live audio-only webcast, please complete, date, sign and return the proxy card sent to you, or vote over the telephone or the Internet as instructed in these materials, as promptly as possible in order to ensure your representation at the meeting. Even if you have voted by proxy, you may still vote electronically during the meeting. Please note, however, that if your shares are held of record by a broker, or other agent and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.
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Date and Time: Thursday, May 14, 2020 at 8:00 a.m. Pacific Time. Online check-in will begin at 7:30 a.m. Pacific Time and you should allow ample time for the check-in procedures.
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Location: The meeting will be held virtually via live audio-only webcast at www.virtualshareholdermeeting.com/RVNC2020.
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Admission: To attend the meeting, you will need the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials.
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Record Date: March 16, 2020.
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Proxy Mailing Date: March 26, 2020.
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Stockholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the proposals.
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Items of Business
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Page
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Our Board’s Recommendation
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1. Election of Directors
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FOR all nominees
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2. Ratification of the selection of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for Fiscal Year 2020
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FOR
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3. Approval of, on an advisory basis, the compensation of our named executive officers
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FOR
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Election of directors;
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Ratification of the selection of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year 2020; and
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Approval of, on an advisory basis, the compensation of our named executive officers;
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To vote using the proxy card, simply complete, sign, date and return the proxy card pursuant to the instructions on the card. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct us to.
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To vote over the telephone, dial toll-free 1-800-690-6903 using a touch-tone phone and follow the recorded instructions. You will be asked to provide the company number and control number from the Notice. Your telephone vote must be received by 11:59 p.m. Eastern Time on May 13, 2020 to be counted.
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To vote through the Internet before the meeting, go to www.proxyvote.com and follow the on-screen instructions. Your Internet vote must be received by 11:59 p.m., Eastern Time on May 13, 2020 to be counted.
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To vote through the Internet during the meeting, please visit www.virtualshareholdermeeting.com/RVNC2020 and have available the 16-digit control number included in your Notice, on your proxy card or on the instructions that accompanied your proxy materials.
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You may submit another properly completed proxy card with a later date.
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You may grant a subsequent proxy by telephone or through the Internet.
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You may send a timely written notice that you are revoking your proxy to our Corporate Secretary at 7555 Gateway Blvd, Newark, CA 94560.
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You may virtually attend the Annual Meeting and vote by Internet by visiting www.virtualshareholdermeeting.com/RVNC2020. To attend the meeting, you will need the 16-digit control number included in your Notice, on your proxy card or on the instructions that accompanied your proxy materials. Simply attending the meeting will not, by itself, revoke your proxy.
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votes “For,” “Withhold” and broker non-votes for the proposal to elect directors (Proposal 1);
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votes “For,” “Against,” and “Abstain” and, if applicable, broker non-votes for the ratification of the auditors (Proposal 2) and for the advisory vote on executive compensation (Proposal 3);
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Proposal
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Vote Required for Approval
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Proposal 1
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Directors shall be elected by a plurality of the votes of the shares present in person, by remote communication, or represented by proxy at the meeting and entitled to vote generally on the election of directors.
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Proposal 2
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Affirmative vote of the majority of shares present in person, by remote communication or represented by proxy at the meeting and entitled to vote generally on the subject matter.
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Proposal 3
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Affirmative vote of the majority of shares present in person, by remote communication or represented by proxy at the meeting and entitled to vote generally on the subject matter.
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Name
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Audit
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Compensation
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Nominating and Corporate Governance
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Science and Technology
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Brand Strategy (3)
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Jill Beraud
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(1)
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X*
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Robert Byrnes
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X
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X*
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X
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Julian S. Gangolli
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X
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X
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Phyllis Gardner, M.D.
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X
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X
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Chris Nolet
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(2)
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X*
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Angus C. Russell
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X
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X*
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Philip J. Vickers, Ph.D.
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X*
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(1)
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Ms. Beraud joined the Board effective as of June 4, 2019
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(2)
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Mr. Nolet joined the Board effective as of July 16, 2019, at which time he also joined the Audit Committee. Mr. Nolet was appointed Chairperson of the Audit Committee on October 10, 2019.
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(3)
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The Brand Strategy Committee was formed on October 10, 2019.
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appointing and retaining an independent registered public accounting firm to serve as independent auditor to audit our Consolidated Financial Statements, overseeing the independent auditor’s work and determining the independent auditor’s compensation;
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approving in advance all audit services and non-audit services to be provided to us by our independent auditor;
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establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls, auditing or compliance matters, as well as for the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters;
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reviewing and discussing with management and our independent auditor the results of the annual audit and the independent auditor’s review of our quarterly Condensed Consolidated Financial Statements; and
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conferring with management and our independent auditor about the scope, adequacy and effectiveness of our internal accounting controls, the objectivity of our financial reporting and our accounting policies and practices.
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establishment of corporate and individual performance objectives relevant to the compensation of our executive officers and other senior management and evaluation of performance in light of these stated objectives;
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review and approval of the compensation and other terms of employment or service, including severance and change-in-control arrangements, of our CEO and other executive officers; and
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administration of our equity compensation plans, deferred compensation plans and other similar plans and programs.
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evaluate the efficacy of our existing compensation strategy and practices in supporting and reinforcing our long-term strategic goals; and
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assist in refining our compensation strategy and in developing and implementing an executive compensation program to execute that strategy.
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reviewing periodically and evaluating director performance on our Board and its applicable committees, and recommending to our Board and management areas for improvement;
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interviewing, evaluating, nominating and recommending individuals for membership on our Board;
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overseeing and reviewing our processes and procedures to provide information to our Board and its committees;
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reviewing and recommending to our Board any amendments to our corporate governance policies; and
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reviewing and assessing, at least annually, the performance of the Nominating and Corporate Governance Committee and the adequacy of its charter.
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reviewing and advising the Board on the overall strategy, direction and effectiveness of our research and development programs and related investments, and on our progress in achieving its long-term strategic research and development goals and objectives;
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identifying and providing the Board with the committee’s views on emerging science and technology issues and trends which are relevant to us and in alignment with our strategy and on areas that are important to the success of our research and development activities;
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reviewing and making recommendations to the Board and management with respect to our clinical pipeline;
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assessing and advising the Board, from time to time, on the committee’s view of the overall quality and expertise of medical and scientific talent in our research and development organization;
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assessing and advising the Board, from time to time, on the committee’s view of the quality and competitiveness of our research and development programs and technology initiatives from a scientific perspective, including associated risk profile;
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for any major external investments in research and development that require approval of the Board, assessing those opportunities and advising the Board of the Committee’s view on the scientific, technical, and/or medical merit of the opportunity; and
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reviewing and assessing the committee’s own performance and the adequacy of its charter.
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reviewing and advising the Board on overall strategy, direction and effectiveness of our brand and marketing plans and strategies, and its role in achieving our long-term goals and objectives;
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identifying and providing the Board with the committee’s views on marketing and branding developments and trends that are relevant to the Company and in alignment with the Company’s strategy and success of the Company’s product commercialization and sales;
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assessing and advising the Board, from time to time, on the committee’s view of the quality, expertise recruitment and retention of sales and marketing personnel in our commercial organization;
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advising the Board with respect to collaborations with physicians and influencers, and participation in other programs to enhance the Company’s value proposition and visibility of its products in the marketplace;
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reviewing and assessing the committee’s own performance and the adequacy of its charter.
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Upon recommendation and review performed by Radford of non-employee director compensation in comparison to our industry peer group based on our market capitalization, revenue, stage of development and size of company, our non-employee director compensation policy was amended by the Board in February 2019, effective as of January 1, 2019, to provide for an increase in the cash retainer payable for service on the Board and for service on each committee on which the director is a member in order to further align the terms of our policy with the policies of our peers.
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Our non-employee director compensation policy was amended by the Board in October 2019 in connection with the formation of the Brand Strategy Committee to specify the cash retainer payable to the members and chairman of the Brand Strategy Committee.
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Upon recommendation and review performed by Radford of non-employee director compensation in comparison to our industry peer group based on our market capitalization, revenue, stage of development and size of company, our non-employee director compensation policy was amended by the Board in December 2019, effective as of January 1, 2020, to provide for (i) an increase in the cash retainer payable for service on the Board, for service on certain committees of the Board and for service as chairman of certain committees of the Board and (ii) an increase in the number of options to purchase shares of our common stock and shares of restricted stock granted to each then-serving non-employee director at the date of each Annual Meeting of Stockholders, in each case in order to further align the terms of our policy with the policies of our peers.
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2019
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2020
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Member Annual Service Retainer*
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Chairman Additional Annual Service Retainer*
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Member Annual Service Retainer
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Chairman Additional Annual Service Retainer
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Board of Directors
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$
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40,000
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$
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35,000
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$
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42,000
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$
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36,000
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Audit Committee
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$
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10,000
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$
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10,000
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$
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10,000
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$
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10,000
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Compensation Committee
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$
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6,000
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$
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6,500
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$
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7,500
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$
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7,500
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Nominating and Corporate Governance Committee
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$
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4,500
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$
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3,500
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$
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5,000
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$
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5,000
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Science and Technology Committee
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$
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6,000
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$
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6,500
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$
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6,000
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$
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6,500
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Brand Strategy Committee
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$
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6,000
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$
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6,500
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$
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6,000
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$
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6,500
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2019
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2020
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Initial stock option grant for new Board members
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18,000
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20,000
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Initial grant of shares of restricted stock for new Board members
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9,000
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10,000
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Annual stock option grant for then-serving non-employee directors at each Annual Meeting of Stockholders
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9,000
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12,000
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Annual grant of shares of restricted stock for then-serving non-employee directors at each Annual Meeting of Stockholders
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4,500
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6,000
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Name
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Fees Earned ($)
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Stock Awards ($)(1)
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Option Awards ($)(1)
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Total ($)
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Jill Beraud
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$
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25,786
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$
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101,160
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$
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109,804
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(2)
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$
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236,750
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Robert Byrnes
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$
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67,000
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$
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57,690
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$
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63,257
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(3)
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$
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187,947
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Julian S. Gangolli
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$
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51,353
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$
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57,690
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$
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63,257
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(4)
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$
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172,300
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Phyllis Gardner, M.D.
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$
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52,000
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$
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57,690
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$
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63,257
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(5)
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$
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172,947
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Chris Nolet
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$
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25,217
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$
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110,880
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$
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119,786
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(6)
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$
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255,883
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Angus C. Russell
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$
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89,000
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$
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57,690
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$
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63,257
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(7)
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$
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209,947
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Philip J. Vickers, Ph.D.
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$
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52,500
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$
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57,690
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$
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63,257
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(8)
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$
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173,447
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(1)
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The dollar amounts in this column represent the grant date fair value of the stock options and restricted stock awards. These amounts have been calculated in accordance with ASC 718 and, with respect to stock options, using the Black-Scholes option-pricing model. For a discussion of valuation assumptions, see Note 10 to our consolidated financial statements and the discussion under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates - Stock-Based Compensation” included in the Form 10-K filed on February 26, 2020. These amounts do not necessarily correspond to the actual value that may be recognized from the stock options and restricted stock awards by the applicable directors.
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(2)
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As of December 31, 2019, Ms. Beraud had options to purchase 18,000 shares our common stock and restricted stock awards of 9,000 shares.
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(3)
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As of December 31, 2019, Mr. Byrnes had options to purchase 68,333 shares of our common stock and restricted stock awards of 4,500 shares.
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(4)
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As of December 31, 2019, Mr. Gangolli had options to purchase 39,000 shares of our common stock and restricted stock awards of 4,500 shares.
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(5)
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As of December 31, 2019, Dr. Gardner had options to purchase 45,000 shares of our common stock and restricted stock awards of 4,500 shares.
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(6)
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As of December 31, 2019, Mr. Nolet had options to purchase 18,000 shares our common stock and restricted stock awards of 9,000 shares.
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(7)
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As of December 31, 2019, Mr. Russell had options to purchase 55,000 shares of our common stock and restricted stock awards of 4,500 shares.
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(8)
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As of December 31, 2019, Dr. Vickers had options to purchase 55,000 shares of our common stock and restricted stock awards of 4,500 shares.
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Year Ended December 31,
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2019
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2018
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Audit Fees (1)
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$
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1,296,600
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$
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1,574,000
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Audit Related Fees (2)
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300,000
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340,000
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Tax Fees (3)
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—
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50,000
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All Other Fees (4)
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5,000
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5,000
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Total
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$
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1,601,600
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$
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1,969,000
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(1)
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Audit Fees consist of professional services rendered in connection with the audit of our Consolidated Financial Statements and review of our quarterly Condensed Consolidated Financial Statements. In 2018, we were subjected to the audit requirement under section 404(b) of the Sarbanes-Oxley Act of 2002 for the first time.
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(2)
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Audit Related Fees consist of services associated with our registration statements, correspondence in connection with comment letters received from the SEC, and accounting consultations related to new accounting pronouncements.
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(3)
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Tax Fees consist of certain tax consulting services.
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(4)
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All Other Fees consist of other fees paid for certain accounting tools not related to audit, audit-related, and tax fees.
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Audit services. Audit services include work performed for the audit of our financial statements and the review of financial statements included in our quarterly reports, as well as work that is normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings.
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Audit-related services. Audit-related services are for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not covered above under “audit services.”
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Tax services. Tax services include all services performed by the independent registered public accounting firm’s tax personnel for tax compliance, tax advice and tax planning.
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Other services. Other services are those services not described in the other categories.
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Name
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Age
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Position(s)
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Executive Officers
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Mark J. Foley
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54
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President, Chief Executive Officer and Director
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Tobin C. Schilke
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45
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Chief Financial Officer
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Abhay Joshi, Ph.D.
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57
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Chief Operating Officer and President, R&D and Product Operations
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Dustin Sjuts
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40
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Chief Commercial Officer, Aesthetics & Therapeutics
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Dwight Moxie
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44
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Senior Vice President, General Counsel and Corporate Secretary
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Caryn G. McDowell*
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50
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Former Senior Vice President, General Counsel and Corporate Secretary
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•
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Mark J. Foley, President and Chief Executive Officer(1);
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L. Daniel Browne, former President and Chief Executive Officer(1);
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Tobin C. Schilke, Chief Financial Officer;
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Abhay Joshi, Ph.D., Chief Operating Officer;
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Dustin Sjuts, Chief Commercial Officer, Aesthetics & Therapeutics(2); and
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Caryn G. McDowell, Former Senior Vice President, General Counsel and Corporate Secretary(3).
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(1)
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In October 2019, Mr. Foley replaced Mr. Browne as our President and Chief Executive Officer.
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(2)
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Mr. Sjuts was appointed Chief Commercial Officer, Aesthetics and Therapeutics effective in December 2019. Prior to such appointment, during 2019 Mr. Sjuts served as our Head of Commercial, Aesthetics and Therapeutics.
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(3)
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In January 2020, Ms. McDowell resigned as our Senior Vice President, General Counsel and Corporate Secretary, with an effective date of March 31, 2020.
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We tie pay to performance. The chart below reflects the key elements of 2019 compensation (fixed cash, consisting of base salary and sign-on bonus where applicable, annual performance bonus earned and equity incentives granted) for Mr. Foley in his capacity as our Chief Executive Officer and for our other NEOs other than Mr. Browne, as reported in the “Summary Compensation Table.” As reflected below, a substantial portion of our current NEOs’ 2019 compensation, on average, is ‘at-risk’, consisting of annual performance bonus earned and equity incentives granted. Nearly all of Mr. Foley’s 2019 compensation is ‘at-risk’ due to the front-loaded equity incentives we granted Mr. Foley in connection with his hiring as our Chief Executive Officer, 55% of which consist of his PSA, payout of which is directly contingent upon the Company’s achievement of rigorous performance milestones.
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Our executive bonuses are dependent on meeting key corporate objectives. Our annual performance-based bonus opportunities for our NEOs are dependent upon our achievement of annual corporate objectives established each year. No bonuses are guaranteed. In 2019, we met nearly all of our annual corporate objectives and each of our NEOs, other than Mr. Browne, received performance bonuses in early 2020.
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We emphasize long-term equity incentives. Equity awards are an integral part of our executive compensation program, and comprise the primary “at-risk” portion of our named executive officer compensation package. We introduced PSAs in 2019 in connection with hiring Mr. Foley as our Chief Executive Officer, structuring approximately 55% of Mr. Foley’s initial equity awards in the form of PSAs, and we granted PSAs to each of our other continuing Named Executive Officers in early 2020. These awards strongly align our executive officers’ interests with those of our stockholders by providing a continuing financial incentive to maximize long-term value for our stockholders and by encouraging our executive officers to meet key company metrics and remain in our long-term employ.
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Change in control payments are limited to double-trigger payments which require termination other than for cause or resignation for good reason in connection with a change of control to trigger payments.
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We do not maintain agreements or commitments to provide our executive officers with any change in control excise tax gross ups.
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Our Compensation Committee has retained an independent third-party compensation consultant for guidance in making compensation decisions, who advises the Compensation Committee on market practices so that our Compensation Committee can regularly assess the Company’s
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We prohibit any and all hedging and pledging of Company stock.
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attract, retain and motivate superior executive talent;
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•
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provide incentives that reward the achievement of performance goals that directly correlate to the enhancement of stockholder value, as well as to facilitate executive retention;
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•
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align our executives’ interests with those of our stockholders;
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link pay to company performance; and
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•
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offer pay opportunities that are competitive with the biopharmaceutical market in which we compete in order to recruit and retain top talent, while maintaining reasonable cost and dilution to our stockholders.
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Element of Compensation
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Objectives
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Key Features
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Base Salary
(fixed cash)
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Provides financial stability and security through a fixed amount of cash for performing job responsibilities.
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Generally reviewed annually and determined based on a number of factors (including individual performance, internal equity, retention, expected cost of living increases and the overall performance of our Company) and by reference to market data provided by our independent compensation consultant.
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Performance Bonus (at-risk cash)
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Motivates and rewards for attaining rigorous annual corporate performance goals that relate to our key business objectives and individual contributions.
|
|
Target bonus amounts, calculated as a percentage of base salary, are generally reviewed annually and determined based upon positions that have similar impact on the organization and competitive bonus opportunities in our market. Bonus opportunities are dependent upon achievement of specific corporate performance goals established at the beginning of the year and, except with respect to our CEO, individual performance objectives that relate to the NEOs’ role and expected contribution toward reaching our corporate goals. Actual bonus amounts earned are determined after the end of the year, based on achievement of the designated corporate performance objectives and, where applicable, individual performance objectives.
|
|
|
|
|
|
Long-Term Incentive (at-risk equity)
|
|
Motivates and rewards for long-term Company performance; fosters ownership culture,
aligns executives’ interests with stockholder interests and long-term stockholder value. Attracts highly qualified executives and encourages their continued employment over the long-term.
|
|
Equity opportunities are generally reviewed and determined annually or as appropriate during the year for new hires, promotions, or other special circumstances, such as to encourage retention, or as an incentive for significant achievement. Individual grants are determined based on a number of factors, including current corporate and individual performance, outstanding equity holdings and their retention value and total ownership, historical value of our stock, internal equity amongst executives and market data provided by our independent compensation consultant. Equity grants have historically been provided primarily in the form of stock options and RSAs that typically vest over a four-year-period and a three-year-period, respectively.
To further align our NEOs’ interests with those of our stockholders, we introduced PSAs in 2019 in connection with hiring Mr. Foley as our Chief Executive Officer, and we granted PSAs to each of our other NEOs in early 2020.
|
•
|
Geography: We focused on biotechnology companies based in the United States with emphasis on companies that have recently became public. We focused on companies located in the San Francisco Bay Area or other biotechnology hub markets that reflect our talent market.
|
•
|
Industry Focus: We focused on biotechnology companies with dermatology/aesthetics focus.
|
•
|
Employee size: We focused on companies with a headcount up to 300 full-time employees
|
•
|
Stage of development: We focused on late stage pre-commercial companies, but also considered companies who are at the stage of filing a new drug application (“NDA”) or a BLA with the FDA.
|
•
|
Market Capitalization: Based on our approximated market capitalization of approximately $1.0 billion at the time of the evaluation, we focused on companies with market capitalization between approximately $500 million and $3.5 billion, which represents roughly 1/3 to 3 times of our market capitalization.
|
Acceleron Pharma
|
Enanta Pharmaceuticals
|
Aclaris Therapeutics
|
Epizyme
|
Adamas Pharmaceuticals
|
Flexion Therapeutics
|
Aduro BioTech
|
Global Blood Therapeutics
|
Aimmune Therapeutics
|
Insmed
|
Akebia Therapeutics
|
Lexicon Pharmaceuticals
|
Alder BioPharmaceuticals
|
MyoKardia
|
Atara Biotherapeutics
|
Portola Pharmaceuticals
|
Cara Therapeutics
|
Sangamo Therapeutics
|
Clovis Oncology
|
Xencor
|
Dermira
|
Zogenix
|
Dynavax Technologies
|
|
•
|
corporate performance, business needs and business impact;
|
•
|
each NEO’s individual performance, experience, job function, change in position or responsibilities, and expected future contributions to our company;
|
•
|
internal pay equity among NEOs and positions;
|
•
|
the need to attract new talent to our executive team and retain existing talent in a highly competitive industry and geographic region;
|
•
|
a range of market data reference points (generally the 25th, 50th, and 75th percentiles of the market data), as described above under “Use of Competitive Market Compensation Data”;
|
•
|
the total compensation cost and stockholder dilution from executive compensation actions;
|
•
|
trends and compensation paid to similarly situated officers within our market;
|
•
|
recommendations of the outside compensation consultant;
|
•
|
a review of a NEO’s total targeted and historical compensation and equity ownership; and
|
•
|
our CEO’s recommendations (with respect to executive officers other than himself), based on his direct knowledge of the performance by each NEO.
|
Name
|
|
2018 Base Salary
|
|
2019 Base Salary
|
|
Increase from 2018 Base Salary
|
|||||
Executive Officers
|
|
|
|
|
|
|
|||||
Mark J. Foley
|
|
N/A
|
|
|
$
|
650,000
|
|
|
N/A
|
|
|
L. Daniel Browne
|
|
$
|
565,000
|
|
|
$
|
584,775
|
|
|
3.5
|
%
|
Tobin C. Schilke
|
|
$
|
405,000
|
|
|
$
|
407,126
|
|
|
0.5
|
%
|
Abhay Joshi, Ph.D.
|
|
$
|
469,062
|
|
|
$
|
485,479
|
|
|
3.5
|
%
|
Dustin Sjuts
|
|
$
|
350,000
|
|
|
$
|
375,000
|
|
(1)
|
7.1
|
%
|
Caryn G. McDowell
|
|
$
|
400,000
|
|
|
$
|
409,380
|
|
|
2.4
|
%
|
(1)
|
Mr. Sjuts’ base salary was subsequently increased to $415,000 in connection with his promotion to Chief Commercial Officer, Aesthetics & Therapeutics, effective December 1, 2019. The Compensation Committee determined this increase, which brought Mr. Sjuts’ base salary closer to the 50th percentile of market data, was the appropriate amount to compensate Mr. Sjuts for his increased duties as a result of his promotion, after a review of market data from Radford for his promoted role.
|
Named Executive Officer
|
|
2019 Target Bonus Percentage
|
|
Mark J. Foley
|
|
75
|
%
|
L. Daniel Browne (1)
|
|
66
|
%
|
Tobin C. Schilke
|
|
45
|
%
|
Abhay Joshi, Ph.D.
|
|
45
|
%
|
Dustin Sjuts (2)
|
|
45
|
%
|
Caryn G. McDowell
|
|
45
|
%
|
(1)
|
Mr. Browne did not receive a bonus as a result of employment termination in 2019.
|
(2)
|
Mr. Sjuts’ target bonus percentage was increased from 35% to 45%, effective January 24, 2019, for his increased duties as Head of Commercial, Aesthetics & Therapeutics and remained at such level through the end of 2019.
|
Corporate Goal
|
|
Weight
|
|
Weighted Corporate Achievement Percentage
|
|
Achievement of specified milestones and activities relating to the Company’s contemplated filing of a BLA with the FDA
|
|
50.0%
|
|
35.0%
|
(1)
|
Achievement of specified milestones relating to our clinical development programs
|
|
20.0%
|
|
20.0%
|
|
Achievement of certain commercial readiness milestones
|
|
20.0%
|
|
12.5%
|
(2)
|
Achievement of certain biosimilar development activities
|
|
10.0%
|
|
10.0%
|
|
Stretch goal of achieving specified financial milestones
|
|
up to 25%
|
|
18.8%
|
|
•
|
Tobin C. Schilke: our Compensation Committee approved an individual performance factor payout of 100% for Mr. Schilke based upon his management and leadership in multiple capital raises through two follow-on offerings in 2019 and the infrastructure build-out in the Finance organization in preparation for product launch.
|
•
|
Abhay Joshi, Ph.D.: our Compensation Committee approved an individual performance factor payout of 85% for Dr. Joshi based upon his management and leadership across multiple functions including clinical development, regulatory, and manufacturing, leading the steering committees with our partner collaborations, and the successful filing of our BLA for DAXI for the treatment of glabellar lines. The payout was adjusted to reflect the additional time required to complete the BLA filing resulting from the inclusion of an additional vial configuration.
|
•
|
Dustin Sjuts; our Compensation Committee approved an individual performance factor payout of 105% for Mr. Sjuts in recognition of his successful execution in the new role as Head of Commercial, Aesthetics & Therapeutics until his promotion as Chief Commercial Officer on December 1, 2019. He recruited key team members, led the general business development activities, and continued building out our commercial organization in preparation for commercial readiness of our product launches.
|
•
|
Caryn G. McDowell: our Compensation Committee approved an individual performance factor payout of 100% for Ms. McDowell based upon her performance in leading and expanding our legal and compliance infrastructure and operations and overseeing certain completed and pending transactions.
|
Name
|
|
Annual Target Bonus
|
|
Actual Bonus
|
||||
Mark J. Foley
|
|
$
|
487,500
|
|
|
$
|
150,000
|
|
L. Daniel Browne
|
(1)
|
$
|
385,952
|
|
|
$
|
—
|
|
Tobin C. Schilke
|
|
$
|
183,207
|
|
|
$
|
178,123
|
|
Abhay Joshi, Ph.D.
|
|
$
|
218,466
|
|
|
$
|
204,211
|
|
Dustin Sjuts
|
|
$
|
186,750
|
|
|
$
|
183,902
|
|
Caryn G. McDowell
|
|
$
|
184,221
|
|
|
$
|
179,109
|
|
(1)
|
Mr. Browne did not receive a bonus as a result of employment termination in 2019.
|
Named Executive Officer
|
|
Stock Option Grant (# of shares)
|
|
Restricted Stock Award (# of shares)
|
||
Mark J. Foley
|
(1)
|
—
|
|
|
—
|
|
L. Daniel Browne
|
(2)
|
200,000
|
|
|
35,000
|
|
Tobin C. Schilke
|
|
30,000
|
|
|
5,000
|
|
Abhay Joshi, Ph.D.
|
|
94,000
|
|
|
15,750
|
|
Dustin Sjuts
|
|
10,000
|
|
|
2,500
|
|
Caryn G. McDowell
|
|
50,000
|
|
|
7,500
|
|
(1)
|
Mr. Foley did not receive a grant in January 2019 because he was not serving as an executive at such time. However, Mr. Foley received a stock option and RSA in May 2019 for his service on the Board, pursuant to our non-employee director compensation policy, as further described under “Non-Employee Director Compensation” above.
|
(2)
|
In connection with Mr. Browne’s cessation of services, the RSA and the unvested portion of the stock option were terminated pursuant to our 2014 Equity Incentive Plan (the “Equity Plan”).
|
(1)
|
25% of the PSA will vest upon the earlier of the following events, if such event occurs on or before December 31, 2020: (a) approval by the FDA of the Company’s BLA for DAXI for the treatment of glabellar lines; or (b) a change in control (as defined in the Equity Plan);
|
(2)
|
35% of the PSA will vest upon the earlier of the following, as confirmed by the Board or Compensation Committee on or before October 13, 2029: (a) the date that the closing share price of our common stock is at least $25 per share (representing more than a 100% increase in closing share price as compared to the closing share price on the grant date) and remains at or above $25 per share during any 90 consecutive trading-day period on a volume weighted average price (VWAP) basis; or (b) upon a change in control (as defined in the Equity Plan) in which the purchase price of our common stock is at or above $25 per share;
|
(3)
|
40% of the PSA will vest upon the earlier of the following, as confirmed by the Board or Compensation Committee on or before October 13, 2029: (a) the date that the closing share price of our common stock is at least $40 per share (representing more than a 200% increase in closing share price as compared to the closing share price on the grant date) and remains at or above $40 per share during any 90 consecutive trading-day period on a VWAP basis; or (b) upon a change in control (as defined in the Equity Plan) in which the purchase price of our common stock is at or above $40 per share.
|
Name and Principal Position(s)
|
|
Fiscal Year
|
|
Salary
|
|
Bonus(1)
|
|
Stock Awards(2)
|
|
Option Awards(3)
|
|
Non-Equity Incentive Plan Compensation(4)
|
|
All Other Compensation(5)
|
|
Total
|
||||||||||||||
Mark J. Foley
|
|
2019
|
|
$
|
189,764
|
|
(6)
|
$
|
150,000
|
|
|
$
|
11,728,370
|
|
(7)
|
$
|
5,112,573
|
|
|
$
|
—
|
|
|
$
|
9,723
|
|
(8)
|
$
|
17,190,430
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
L. Daniel Browne
|
|
2019
|
|
$
|
562,527
|
|
|
$
|
—
|
|
|
$
|
603,050
|
|
|
$
|
2,938,373
|
|
(9)
|
$
|
—
|
|
|
$
|
808,619
|
|
(10)
|
$
|
4,912,569
|
|
Former President and Chief Executive Officer
|
|
2018
|
|
$
|
565,000
|
|
|
$
|
110,000
|
|
|
$
|
823,488
|
|
|
$
|
2,858,534
|
|
|
$
|
410,190
|
|
|
$
|
9,210
|
|
|
$
|
4,776,422
|
|
|
|
2017
|
|
$
|
525,300
|
|
|
$
|
—
|
|
|
$
|
508,260
|
|
|
$
|
1,905,694
|
|
|
$
|
466,038
|
|
|
$
|
4,652
|
|
|
$
|
3,409,944
|
|
Tobin C. Schilke
|
|
2019
|
|
$
|
407,126
|
|
|
$
|
25,000
|
|
(11)
|
$
|
86,150
|
|
|
$
|
299,781
|
|
|
$
|
178,123
|
|
|
$
|
11,078
|
|
(12)
|
$
|
1,007,258
|
|
Chief Financial Officer
|
|
2018
|
|
$
|
64,644
|
|
(13)
|
$
|
25,000
|
|
(11)
|
$
|
449,280
|
|
|
$
|
1,434,350
|
|
|
$
|
—
|
|
|
$
|
233
|
|
|
$
|
1,973,507
|
|
Abhay Joshi, Ph.D.
|
|
2019
|
|
$
|
485,479
|
|
|
$
|
—
|
|
|
$
|
271,373
|
|
|
$
|
939,314
|
|
|
$
|
204,211
|
|
|
$
|
9,520
|
|
(14)
|
$
|
1,909,897
|
|
Chief Operating Officer
|
|
2018
|
|
$
|
469,062
|
|
|
$
|
—
|
|
|
$
|
342,513
|
|
|
$
|
1,192,465
|
|
|
$
|
232,186
|
|
|
$
|
9,210
|
|
|
$
|
2,245,436
|
|
|
|
2017
|
|
$
|
453,200
|
|
|
$
|
—
|
|
|
$
|
258,070
|
|
|
$
|
971,289
|
|
|
$
|
344,728
|
|
|
$
|
4,359
|
|
|
$
|
2,031,646
|
|
Dustin Sjuts
|
|
2019
|
|
$
|
378,333
|
|
|
$
|
50,000
|
|
(15)
|
$
|
43,075
|
|
|
$
|
99,927
|
|
|
$
|
183,902
|
|
|
$
|
45,786
|
|
(16)
|
$
|
801,023
|
|
Chief Commercial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Caryn G. McDowell
|
|
2019
|
|
$
|
409,380
|
|
|
$
|
—
|
|
|
$
|
129,225
|
|
|
$
|
499,635
|
|
|
$
|
179,109
|
|
|
$
|
11,444
|
|
(17)
|
$
|
1,228,793
|
|
Senior Vice President, General Counsel and Corporate Secretary
|
|
2018
|
|
$
|
266,667
|
|
|
$
|
—
|
|
|
$
|
452,800
|
|
|
$
|
1,813,295
|
|
|
$
|
132,660
|
|
|
$
|
4,807
|
|
|
$
|
2,670,229
|
|
(1)
|
(2)
|
The dollar amounts in this column represent the aggregated grant date market value of the RSAs, calculated in accordance with FASB ASC Topic 718, which is determined by multiplying the market price of shares as of the date of the grant by the number of RSAs granted. For Mr. Foley, this column also includes the grant date fair value of the 2018 performance-based stock awards (“PSAs”), as more fully described in note 7 to this Summary Compensation Table below.
|
(3)
|
The dollar amounts in this column represent the aggregate grant date fair value of all option awards granted during the indicated year. These amounts have been calculated in accordance with FASB ASC Topic 718, using the Black-Scholes option-pricing model. For a discussion of valuation assumptions, see Note 10 to our financial statements and the discussion under “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates - Stock-Based Compensation” included in our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 26, 2020. These amounts do not necessarily correspond to the actual value that may be recognized from the stock options by the NEOs. For Mr. Foley, the aggregate grant date fair value of the option awards granted during 2019 includes $63,257 attributable to option awards granted to Mr. Foley for his service as a director prior to his appointment as our President and Chief Executive Officer.
|
(4)
|
Amounts shown in this column represent cash bonus awards earned by our NEOs under our annual incentive plan. Such bonuses are tied to achievement against clinical and financial goals that are set in the first quarter of the applicable year, with payouts determined after the close of the year and primarily based on our level of achievement against those goals.
|
(5)
|
Amounts shown in this column includes taxable fringe benefits for housing and travel, 401(k) contribution, life insurance premium and experiential spot bonuses.
|
(6)
|
Mr. Foley’s annual base salary rate for 2019 was $650,000. The amount shown reflects (i) $142,916 of salary earned from Mr. Foley’s commencement of employment on October 13, 2019, through December 31, 2019 and (ii) $46,848 of director fees paid to Mr. Foley from January 1, 2019 up to October 13, 2019.
|
(7)
|
Mr. Foley’s stock awards amount represents (i) an aggregate grant date market value of $2,493,690 with respect to time-based RSAs granted to Mr. Foley in 2019 and (ii) an aggregate grant date fair value of $9,234,680 with respect to PSAs granted to Mr. Foley in 2019, determined in accordance with FASB ASC Topic 718 based upon Mr. Foley achieving the maximum level of performance under the applicable performance conditions. Of the aggregate grant date market value of $2,493,690 with respect to RSAs granted to Mr. Foley in 2019, $57,690 is attributable to RSAs granted to Mr. Foley for his service as a director prior to his appointment as our President and Chief Executive Officer.
|
(8)
|
Mr. Foley’s other compensation amount for 2019 consists of life insurance premium of $202 and 401(k) contribution of $9,521.
|
(9)
|
Mr. Browne’s option awards amount for 2019 includes $939,833 attributable to the extension of the post-termination exercise period for all of Mr. Browne’s vested stock options.
|
(10)
|
Mr. Browne’s other compensation amount for 2019 consists of life insurance premium of $605, 401(k) contribution of $9,719 and payments attributable to severance benefits (including cash severance payments of 15 months’ base salary, and premiums for healthcare continuation coverage for up to 15 months following termination) having an aggregate value of $ $798,295.
|
(11)
|
Amount represents the respective amounts of Mr. Schilke’s sign-on bonus earned in 2018 and 2019.
|
(12)
|
Mr. Schilke’s other compensation amount for 2019 consists of life insurance premium of $1,075 and 401(k) contribution of $10,003.
|
(13)
|
Mr. Schilke’s annual base salary rate for 2018 was $405,000. The amount shown reflects the salary earned from his commencement of employment on November 5, 2018 through December 31, 2018.
|
(14)
|
Dr. Joshi’s other compensation amount for 2019 consists of life insurance premium of $806 and 401(k) contribution of $8,714.
|
(15)
|
Amount represents Mr. Sjuts’ sign-on bonus earned in 2019.
|
(16)
|
Mr. Sjuts’ other compensation amount for 2019 consists life insurance premium of $806, 401(k) contribution of $4,528, relocation reimbursement of $24,060, and car allowance of $16,391.
|
(17)
|
Ms. McDowell’s other compensation amount for 2019 consists of life insurance premium of $806 and 401(k) contribution of $10,638.
|
|
|
|
|
Estimated Future Payouts Under Non-Equity Incentive Plan Awards
|
|
Estimated Future Payouts Under Equity Incentive Plan Awards
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Name
|
|
Grant Date or Modification Date
|
|
Target(1)
|
|
Maximum
|
|
Target(2)
|
|
Maximum
|
|
All Other Stock Awards: Number of Shares of Stock or Units
|
|
All Other Option Awards: Number of Securities Underlying Options
|
|
Exercise or Base Price Per Share of Option Awards
|
|
Total Grant Date Fair Value of Stock and Option Awards(5)
|
|
|||||||||||||
Mark J. Foley
|
|
5/9/2019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,500
|
|
(7)
|
—
|
|
|
—
|
|
|
$
|
57,690
|
|
|
|||
President and Chief Executive Officer
|
|
10/13/2019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
200,000
|
|
(7)
|
—
|
|
|
—
|
|
|
$
|
2,436,000
|
|
|
|||
|
|
10/13/2019
|
|
|
—
|
|
|
—
|
|
|
860,000
|
|
|
860,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
9,234,680
|
|
|
|||
|
|
5/9/2019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,000
|
|
(8)
|
$
|
12.82
|
|
|
$
|
63,257
|
|
|
||
|
|
10/13/2019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
740,000
|
|
(4)
|
$
|
12.18
|
|
|
$
|
5,049,316
|
|
|
||
|
|
—
|
|
|
$
|
101,563
|
|
|
$
|
126,953
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||
L. Daniel Browne
|
(5)
|
1/24/2019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35,000
|
|
(3)
|
—
|
|
|
—
|
|
|
$
|
603,050
|
|
|
|||
Former President and Chief Executive Officer
|
|
1/24/2019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
200,000
|
|
(4)
|
$
|
17.23
|
|
|
$
|
1,998,540
|
|
|
||
|
(8)
|
10/11/2019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,319,120
|
|
|
—
|
|
|
—
|
|
|
$
|
939,833
|
|
(6)
|
|||
|
|
—
|
|
|
$
|
385,952
|
|
|
$
|
482,439
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||
Tobin C. Schilke
|
|
1/24/2019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,000
|
|
(3)
|
—
|
|
|
—
|
|
|
$
|
86,150
|
|
|
|||
Chief Financial Officer
|
|
1/24/2019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,000
|
|
(4)
|
$
|
17.23
|
|
|
$
|
299,781
|
|
|
||
|
|
—
|
|
|
$
|
183,207
|
|
|
$
|
229,008
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||
Abhay Joshi, Ph.D.
|
|
1/24/2019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,750
|
|
(3)
|
—
|
|
|
—
|
|
|
$
|
271,373
|
|
|
|||
Chief Operating Officer
|
|
1/24/2019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
94,000
|
|
(4)
|
$
|
17.23
|
|
|
$
|
939,314
|
|
|
||
|
|
—
|
|
|
$
|
218,466
|
|
|
$
|
273,082
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||
Dustin Sjuts
|
|
1/24/2019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,500
|
|
(3)
|
—
|
|
|
—
|
|
|
$
|
43,075
|
|
|
|||
Chief Commercial Officer, Aesthetics & Therapeutics
|
|
1/24/2019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,000
|
|
(4)
|
$
|
17.23
|
|
|
$
|
99,927
|
|
|
||
|
|
—
|
|
|
$
|
186,750
|
|
|
$
|
233,438
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||
Caryn G. McDowell
|
|
1/24/2019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,500
|
|
(3)
|
—
|
|
|
—
|
|
|
$
|
129,225
|
|
|
|||
Senior Vice President, General Counsel and Corporate Secretary
|
|
1/24/2019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50,000
|
|
(4)
|
$
|
17.23
|
|
|
$
|
499,635
|
|
|
(1)
|
This column sets forth the target bonus amount for each NEO for the year ended December 31, 2019 under the 2019 Management Bonus Plan. There is no threshold bonus amounts for each individual NEO established under the performance bonus plan. Target bonuses were set as a percentage of each NEO’s base salary earned for the year ended December 31, 2019. The maximum total bonus available to be paid to each NEO under the 2019 Management Bonus Plan, upon maximum corporate goal performance achievement, was 125% of each NEO’s target bonus. The dollar value of the actual bonus award earned for the year ended December 31, 2019 for each NEO is set forth in the “Summary Compensation Table.” As such, the amounts set forth in this column do not represent either additional or actual compensation earned by the NEOs for the year ended December 31, 2019.
|
(2)
|
Represents the target and maximum number of shares that may be earned pursuant to PSAs granted to Mr. Foley in 2019. The aggregate grant date fair value with respect such PSAs is determined in accordance with FASB ASC Topic 718 based upon Mr. Foley achieving the maximum level of performance under the applicable performance conditions.
|
(3)
|
The RSAs vest over a three-year period, with one-third of the shares vesting each year, beginning on February 15, 2020, subject to providing continued service to us through each vesting date.
|
(4)
|
The shares subject to the Stock Option vest over a four-year period, with one-forty-eighth of the shares vesting each month, commencing on January 24, 2019, subject to providing continued service to us through each vesting date.
|
(5)
|
Amounts shown in this column do not reflect compensation actually received or amounts that may be realized in the future by the NEOs. The amounts shown in this column reflect the aggregate grant date fair value during year ended December 31, 2019 for the Stock Option or the RSA as computed in accordance with FASB ASC Topic 718. The assumptions used to calculate the value of the Stock Option and the RSA are set forth in Note 10 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 26, 2020. There can be no assurance that the Stock Option will ever be exercised (in which case no value will actually be realized by the executive) or that the value on exercise will be equal to the FASB ASC Topic 718 value shown in this column.
|
(6)
|
Amount represents the dollar value attributable to the extension of the post-termination exercise period for all of Mr. Browne’s vested stock options calculated in accordance with FASB ASC Topic 718.
|
(7)
|
These shares subject to the RSA and stock options vest on the one-year anniversary of the date of the grant, subject to providing continued service to us through each vesting date. Mr. Foley received these awards as a non-employee director of the board prior to his appointment as President and Chief Executive Officer in October 2019.
|
(8)
|
Under the Separation Agreement with Mr. Browne, the post-termination exercise period for all vested stock options held by Mr. Browne was extended through the earlier of a change in control or January 31, 2021. The number of stock options reported in the “All Other Stock Awards: Number of Shares of Stock or Units” column represents the aggregate number of stock options that were originally granted to Mr. Browne on the dates and at the exercise prices as shown in the “Outstanding Equity Awards” table below. The “Modification Date” represents the date of the extension of the post-termination exercise period for the vested stock options. The amount reported in the “Total Grant Date Fair Value of Stock and Option Awards” column represents the dollar value attributable to the extension of the post-termination exercise period for all of Mr. Browne’s vested stock options calculated in accordance with FASB ASC Topic 718.
|
|
|
Option Awards
|
|
Stock Awards
|
|||||||||||||||||||||||||
Name
|
|
Grant Date
|
|
Number of Shares of Common Stock Underlying Unexercised Stock Options
Exercisable Shares (#) |
|
Number of Shares of Common Stock Underlying Unexercised Stock Options
Unexercisable Shares (#) |
|
Option Exercise Price per Share
|
|
Option Expiration Date
|
|
Number of Shares That Have Not Vested (#)
|
|
Market Value of Shares That Have Not Vested ($)
|
|
Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested (#)
|
|
Equity Incentive Plan Awards: Market Value of Unearned Shares That Have Not Vested (#)
|
|||||||||||
Mark J. Foley
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
President and Chief Executive Officer
|
|
9/5/2017
|
|
12,000
|
|
|
—
|
|
|
$
|
24.55
|
|
|
9/4/2027
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
|
|
5/10/2018
|
|
6,000
|
|
|
—
|
|
|
$
|
29.15
|
|
|
5/9/2028
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
|
|
5/9/2019
|
(6)
|
—
|
|
|
9,000
|
|
|
$
|
12.82
|
|
|
5/8/2029
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
|
|
10/13/2019
|
(2)
|
—
|
|
|
740,000
|
|
|
$
|
12.18
|
|
|
10/12/2029
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
|
|
5/10/2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
5/9/2019
|
(7)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,500
|
|
|
$
|
73,035
|
|
|
—
|
|
|
—
|
|
||
|
|
10/13/2019
|
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
200,000
|
|
|
$
|
3,246,000
|
|
|
—
|
|
|
—
|
|
||
|
|
10/13/2019
|
(5)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
860,000
|
|
|
$
|
13,957,800
|
|
||
L. Daniel Browne
|
|
7/21/2010
|
|
10,990
|
|
|
—
|
|
|
$
|
2.55
|
|
|
7/20/2020
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Former President and Chief Executive Officer
|
|
12/17/2013
|
|
99,583
|
|
|
—
|
|
|
$
|
9.15
|
|
|
1/31/2021
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
|
|
5/27/2013
|
|
298,750
|
|
|
—
|
|
|
$
|
8.70
|
|
|
1/31/2021
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
|
|
5/19/2014
|
|
295,800
|
|
|
—
|
|
|
$
|
32.22
|
|
|
1/31/2021
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
|
|
1/28/2015
|
|
246,500
|
|
|
—
|
|
|
$
|
16.23
|
|
|
1/31/2021
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
|
|
2/9/2016
|
|
160,416
|
|
|
—
|
|
|
$
|
17.12
|
|
|
1/31/2021
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
|
|
1/26/2017
|
|
103,332
|
|
|
—
|
|
|
$
|
19.70
|
|
|
1/31/2021
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
|
|
2/8/2018
|
|
70,416
|
|
|
—
|
|
|
$
|
29.15
|
|
|
1/31/2021
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
|
|
1/24/2019
|
|
33,333
|
|
|
—
|
|
|
$
|
17.23
|
|
|
1/31/2021
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Tobin C. Schilke
|
|
11/5/2018
|
(2)
|
27,083
|
|
|
72,917
|
|
|
$
|
24.96
|
|
|
11/4/2028
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Chief Financial Officer
|
|
1/24/2019
|
(4)
|
6,875
|
|
|
23,125
|
|
|
$
|
17.23
|
|
|
1/23/2029
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
|
|
11/5/2018
|
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,500
|
|
|
$
|
219,105
|
|
|
—
|
|
|
—
|
|
||
|
|
1/24/2019
|
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,000
|
|
|
$
|
81,150
|
|
|
—
|
|
|
—
|
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||||||||||||||||||
Name
|
|
Grant Date
|
|
Number of Shares of Common Stock Underlying Unexercised Stock Options
Exercisable Shares (#) |
|
Number of Shares of Common Stock Underlying Unexercised Stock Options
Unexercisable Shares (#) |
|
Option Exercise Price per Share
|
|
Option Expiration Date
|
|
Number of Shares That Have Not Vested (#)
|
|
Market Value of Shares That Have Not Vested ($)
|
|
Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested (#)
|
|
Equity Incentive Plan Awards: Market Value of Unearned Shares That Have Not Vested (#)
|
||||||||||
Dustin Sjuts
|
|
3/1/2018
|
(2)
|
12,251
|
|
|
15,749
|
|
|
$
|
29.85
|
|
|
2/28/2028
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Chief Commercial Officer, Aesthetics & Therapeutics
|
|
11/5/2018
|
(4)
|
8,125
|
|
|
21,875
|
|
|
$
|
24.96
|
|
|
11/4/2028
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
1/24/2019
|
(4)
|
2,291
|
|
|
7,709
|
|
|
$
|
17.23
|
|
|
1/23/2029
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
3/1/2018
|
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,750
|
|
|
$
|
60,863
|
|
|
—
|
|
|
—
|
|
|
|
|
11/5/2018
|
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,334
|
|
|
$
|
54,111
|
|
|
—
|
|
|
—
|
|
|
|
|
1/24/2019
|
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,500
|
|
|
$
|
40,575
|
|
|
—
|
|
|
—
|
|
|
Abhay Joshi, Ph.D.
|
|
12/14/2015
|
|
206,250
|
|
|
—
|
|
|
$
|
36.32
|
|
|
12/13/2025
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Chief Operating Officer
|
|
1/26/2017
|
(4)
|
57,604
|
|
|
21,396
|
|
|
$
|
19.70
|
|
|
1/25/2017
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
2/8/2018
|
(4)
|
32,312
|
|
|
38,188
|
|
|
$
|
29.15
|
|
|
2/7/2028
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
1/24/2019
|
(4)
|
21,541
|
|
|
72,459
|
|
|
$
|
17.23
|
|
|
1/23/2029
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
12/15/2016
|
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,000
|
|
|
$
|
194,760
|
|
|
—
|
|
|
—
|
|
|
|
|
1/26/2017
|
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,367
|
|
|
$
|
70,876
|
|
|
—
|
|
|
—
|
|
|
|
|
2/8/2018
|
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,834
|
|
|
$
|
127,146
|
|
|
—
|
|
|
—
|
|
|
|
|
1/24/2019
|
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,750
|
|
|
$
|
255,623
|
|
|
—
|
|
|
—
|
|
|
Caryn G. McDowell
|
|
1/24/2019
|
(4)
|
11,455
|
|
|
38,545
|
|
|
$
|
17.23
|
|
|
1/23/2029
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Senior Vice President, General Counsel and Corporate Secretary
|
|
5/1/2018
|
(2)
|
43,541
|
|
|
66,459
|
|
|
$
|
28.30
|
|
|
4/30/2028
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
5/1/2018
|
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,000
|
|
|
$
|
194,760
|
|
|
—
|
|
|
—
|
|
|
|
|
1/24/2019
|
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,500
|
|
|
$
|
121,725
|
|
|
—
|
|
|
—
|
|
(1)
|
The shares subject to the RSA vest over a four-year period, with one-fourth of the shares vesting each year, subject to providing continued service to us through each vesting date.
|
|
|
(2)
|
The shares subject to the stock option vest over a four-year period, with 25% vesting on one-year-anniversary from the grant date, and the balance vesting each month over the remaining three-year period, subject to providing continued service to us through each vesting date.
|
|
|
(3)
|
The shares subject to the RSA vest over a three-year period, with one-third of the shares vesting each year, subject to providing continued service to us through each vesting date.
|
|
|
(4)
|
The shares subject to the stock option vest over a four-year period, with one-forty-eighth of the shares vesting each month, subject to providing continued service to us through each vesting date.
|
|
|
(5)
|
The PSAs will vest as follows: (i) 25% of the PSA will vest upon the earlier of the following events, if such event occurs on or before December 31, 2020: (a) approval by the FDA of the Company’s BLA for DAXI for the treatment of glabellar lines; or (b) a change in control (as defined in the Equity Plan); (ii) 35% of the PSA will vest upon the earlier of the following, as confirmed by the Board or Compensation Committee on or before October 13, 2029: (a) the date that the closing share price of our common stock is at least $25 per share (representing more than a 100% increase in closing share price as compared to the closing share price on the grant date) and remains at or above $25 per share during any 90 consecutive trading-day period on a volume weighted average price (VWAP) basis; or (b) upon a change in control (as defined in the Equity Plan) in which the purchase price of our common stock is at or above $25 per share; and (iii) 40% of the PSA will vest upon the earlier of the following, as confirmed by the Board or Compensation Committee on or before October 13, 2029: (a) the date that the closing share price of our common stock is at least $40 per share (representing more than a 200% increase in closing share price as compared to the closing share price on the grant date) and remains at or above $40 per share during any 90 consecutive trading-day period on a VWAP basis; or (b) upon a change in control (as defined in the Equity Plan) in which the purchase price of our common stock is at or above $40 per share.
|
|
|
(6)
|
The shares subject to the stock option vest on the one-year anniversary of the date of the grant, subject to providing continued service to us through each vesting date.
|
|
|
(7)
|
The shares subject to the RSA vest on the one-year anniversary of the date of the grant, subject to providing continued service to us through each vesting date.
|
|
|
Options Awards
|
|
Stock Awards
|
||||||||||
Name
|
|
Number of Shares of Common Stock Acquired
|
|
Value Realized on Exercise(1)
|
|
Number of Shares of Common Stock Acquired
|
|
Value Realized on Vesting(2)
|
||||||
Mark J. Foley
|
|
—
|
|
|
$
|
—
|
|
|
3,000
|
|
|
$
|
37,890
|
|
L. Daniel Browne
|
|
—
|
|
|
$
|
—
|
|
|
26,350
|
|
|
$
|
426,372
|
|
Tobin C. Schilke
|
|
—
|
|
|
$
|
—
|
|
|
4,500
|
|
|
$
|
71,955
|
|
Abhay Joshi, Ph.D.
|
|
666
|
|
|
$
|
7,586
|
|
|
28,876
|
|
|
$
|
517,437
|
|
Dustin Sjuts
|
|
—
|
|
|
$
|
—
|
|
|
2,916
|
|
|
$
|
44,189
|
|
Caryn G. McDowell
|
|
—
|
|
|
$
|
—
|
|
|
4,000
|
|
|
$
|
43,440
|
|
(1)
|
Amount reflects the price at which the shares acquired upon exercise (the closing market price of our common stock on the exercise date) of the stock options, net of the exercise price for acquiring the shares.
|
(2)
|
Amount reflects the product of the fair market value of our common stock on the applicable vesting date multiplied by the number of units vested and does not necessarily reflect proceeds actually received by the NEOs.
|
Name
|
|
Benefit
|
|
Involuntary Termination Without Cause or Resignation for Good Reason in Connection with a Change of Control ($)
|
|
Involuntary Termination Without Cause or Resignation for Good Reason Not in Connection with a Change in Control ($)
|
|
Certain Change of Control Transactions without Termination ($)(4)
|
||||||
Mark J. Foley
|
|
Severance Payments
|
|
$
|
1,300,000
|
|
|
$
|
975,000
|
|
|
$
|
—
|
|
President and Chief Executive Officer
|
|
Bonus (1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
Vesting Acceleration (2) (3)
|
|
9,836,175
|
|
|
—
|
|
|
9,836,175
|
|
|||
|
|
COBRA Payments
|
|
54,377
|
|
|
27,189
|
|
|
—
|
|
|||
|
|
Benefit Total
|
|
$
|
11,190,552
|
|
|
$
|
1,002,189
|
|
|
$
|
9,836,175
|
|
|
|
|
|
|
|
|
|
|
||||||
L. Daniel Browne
|
(5)
|
Severance Payments
|
|
$
|
—
|
|
|
$
|
751,360
|
|
|
$
|
—
|
|
Former President and Chief Executive Officer
|
|
Extension of Stock Option Exercise Period
|
|
—
|
|
|
939,833
|
|
|
—
|
|
|||
|
|
COBRA Payments
|
|
—
|
|
|
46,935
|
|
|
—
|
|
|||
|
|
Benefit Total
|
|
$
|
—
|
|
|
$
|
1,738,128
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||
Tobin C. Schilke
|
|
Severance Payments
|
|
$
|
407,126
|
|
|
$
|
305,345
|
|
|
$
|
—
|
|
Chief Financial Officer
|
|
Bonus (1)
|
|
183,207
|
|
|
183,207
|
|
|
—
|
|
|||
|
|
Vesting Acceleration (2)
|
|
300,255
|
|
|
—
|
|
|
300,255
|
|
|||
|
|
COBRA Payments
|
|
17,565
|
|
|
13,174
|
|
|
—
|
|
|||
|
|
Benefit Total
|
|
$
|
908,153
|
|
|
$
|
501,726
|
|
|
$
|
300,255
|
|
|
|
|
|
|
|
|
|
|
||||||
Abhay Joshi, Ph.D.
|
|
Severance Payments
|
|
$
|
485,479
|
|
|
$
|
364,109
|
|
|
$
|
—
|
|
Chief Operating Officer
|
|
Bonus (1)
|
|
218,466
|
|
|
218,466
|
|
|
—
|
|
|||
|
|
Vesting Acceleration (2)
|
|
648,405
|
|
|
—
|
|
|
648,405
|
|
|||
|
|
COBRA Payments
|
|
27,189
|
|
|
20,391
|
|
|
—
|
|
|||
|
|
Benefit Total
|
|
$
|
1,379,539
|
|
|
$
|
602,966
|
|
|
$
|
648,405
|
|
|
|
|
|
|
|
|
|
|
||||||
Dustin Sjuts
|
|
Severance Payments
|
|
$
|
415,000
|
|
|
$
|
311,250
|
|
|
$
|
—
|
|
Chief Commercial Officer
|
|
Bonus (1)
|
|
170,250
|
|
|
170,250
|
|
|
—
|
|
|||
|
|
Vesting Acceleration (2)
|
|
155,548
|
|
|
—
|
|
|
155,548
|
|
|||
|
|
COBRA Payments
|
|
9,826
|
|
|
7,369
|
|
|
—
|
|
|||
|
|
Benefit Total
|
|
$
|
750,624
|
|
|
$
|
488,869
|
|
|
$
|
155,548
|
|
|
|
|
|
|
|
|
|
|
||||||
Caryn G. McDowell
|
|
Severance Payments
|
|
$
|
409,380
|
|
|
$
|
307,035
|
|
|
$
|
—
|
|
Senior Vice President, General Counsel and Corporate Secretary
|
|
Bonus (1)
|
|
184,221
|
|
|
184,221
|
|
|
—
|
|
|||
|
|
Vesting Acceleration (2)
|
|
316,485
|
|
|
—
|
|
|
316,485
|
|
|||
|
|
COBRA Payments
|
|
39,627
|
|
|
29,720
|
|
|
—
|
|
|||
|
|
Benefit Total
|
|
$
|
949,713
|
|
|
$
|
520,976
|
|
|
$
|
316,485
|
|
(1)
|
Upon involuntary termination without cause or resignation for good reason, all NEOs are eligible to receive a pro rata bonus for the year of termination based on the executive’s individual incentive target and hire date.
|
(2)
|
Assumes that the triggering event occurred on December 31, 2019, when the closing sale price per share of our common stock was $16.23. The amount of the vesting acceleration is determined by: (i) aggregating for all accelerated stock options, the amount equal to the excess, if any, of $16.23 over the relevant exercise price of the stock option, multiplied by the number of shares underlying unvested stock options at such exercise price as of December 31, 2019; and (ii) aggregating for all accelerated RSAs, the amount equal to $16.23 multiplied by the number of shares underlying the unvested RSAs. There can be no assurance that a similar triggering event would produce the same or similar results as those estimated if such event occurs on any other date or at a time when our closing sale price is different.
|
(3)
|
Includes amount attributable to vesting acceleration of 25% of Mr. Foley’s PSAs pursuant to the terms thereof, assuming that the triggering event occurred on December 31, 2019, when the closing sale price per share of our common stock was $16.23. The amount of the vesting acceleration is determined by multiplying $16.23 by the number of shares underlying the accelerated PSAs.
|
(4)
|
In the event of a change of control, if our successor does not agree to assume the existing equity plans or to substitute an equivalent awards or right for the stock options or RSAs, then the vesting of the unvested stock options and RSAs shall accelerate in full, effective immediately prior to a change of control.
|
(5)
|
Reflects actual severance benefits received by Mr. Browne in connection with his stepping down as the Company’s President and Chief Executive Officer in October 2019, as provided in the Separation Agreement between Mr. Browne and the Company. In addition to these benefits, the post-termination exercise period for all vested stock options held by Mr. Browne was extended, as further described above under “Compensation Discussion and Analysis- Other Features of our Executive Compensation Program - Agreements with our NEOs - Severance and Change in Control Benefits.”
|
Component of Compensation
|
|
Actual Summary Compensation Table Value ($)
|
|
As Adjusted for CEO Pay Ratio ($)
|
|
Rationale
|
||||
Salary
|
|
$
|
189,764
|
|
|
$
|
650,000
|
|
|
Annualized salary; excludes director fees
|
Bonus/Non-Equity Incentive Plan Compensation
|
|
150,000
|
|
|
469,463
|
|
|
Annualized performance cash bonus at 96.3% of target
|
||
Stock Awards
|
|
11,728,370
|
|
|
11,670,680
|
|
|
Not annualized; one-time new-hire awards of 200,000 RSA shares and 860,000 PSA shares; excludes director award of 4,500 RSA shares
|
||
Option Awards
|
|
5,112,573
|
|
|
5,049,316
|
|
|
Not annualized; one-time new-hire award of 740,000 option shares; excludes director award of 9,000 option shares
|
||
All Other Compensation
|
|
9,723
|
|
|
11,450
|
|
|
Annualized life insurance premium; annualized Revance contributions to 401(k) up to $11,200 annual limit
|
||
Total CEO Compensation
|
|
$
|
17,190,430
|
|
|
$
|
17,850,909
|
|
|
|
|
|
Beneficial Ownership
|
||||
Name of Beneficial Owner
|
|
Number of Shares
|
|
Percentage of Total
|
||
Named Executive Officers, Directors, and Nominees:
|
|
|
|
|
||
Mark J. Foley
|
|
451,500
|
|
(1)
|
*
|
|
Tobin C. Schilke
|
|
85,516
|
|
(2)
|
*
|
|
Abhay Joshi, Ph.D.
|
|
443,895
|
|
(3)
|
*
|
|
Dustin Sjuts
|
|
64,866
|
|
(4)
|
*
|
|
Caryn G. McDowell
|
|
89,314
|
|
(5)
|
*
|
|
L. Daniel Browne
|
|
1,384,452
|
|
(6)
|
2.4
|
%
|
Jill Beraud
|
|
9,000
|
|
(7)
|
*
|
|
Robert Byrnes
|
|
83,498
|
|
(8)
|
*
|
|
Julian S. Gangolli
|
|
40,500
|
|
(9)
|
*
|
|
Phyllis Gardner, M.D.
|
|
46,500
|
|
(10)
|
*
|
|
Chris Nolet
|
|
9,000
|
|
(11)
|
*
|
|
Angus C. Russell
|
|
56,500
|
|
(12)
|
*
|
|
Philip J. Vickers, Ph.D.
|
|
59,650
|
|
(13)
|
*
|
|
Directors and officers as a group (total of 13 persons)
|
|
2,824,191
|
|
(14)
|
4.8
|
%
|
Greater than 5% Stockholders:
|
|
|
|
|
||
Entities affiliated with Essex VIII Funds
|
|
3,342,047
|
|
(15)
|
5.9
|
%
|
Entities affiliated with Franklin Resources, Inc.
|
|
3,582,972
|
|
(16)
|
6.3
|
%
|
Entities affiliated with JPMorgan Chase & Co.
|
|
4,028,497
|
|
(17)
|
7.1
|
%
|
Entities affiliated with BlackRock, Inc.
|
|
3,688,657
|
|
(18)
|
6.5
|
%
|
Entities affiliated with ArrowMark Colorado Holdings LLC
|
|
4,840,636
|
|
(19)
|
8.5
|
%
|
Entities affiliated with Wellington Management Group LLP
|
|
5,788,045
|
|
(20)
|
10.2
|
%
|
(1)
|
Consists of (i) 413,500 shares of common stock and 18,000 shares of common stock underlying options that are vested and exercisable within 60 days of January 24, 2020 and (ii) 20,000 shares of common stock held by the Mark J Foley Living Trust. Mr. Foley is a Trustee of the Mark J Foley Living Trust. Excludes 860,000 shares underlying PSAs held by Mr. Foley.
|
(2)
|
Consists of 39,371 shares of common stock and 46,145 shares of common stock underlying options that are vested and exercisable within 60 days of January 24, 2020.
|
(3)
|
Consists of 106,511 shares of common stock and 337,384 shares of common stock underlying options that are vested and exercisable within 60 days of January 24, 2020.
|
(4)
|
Consists of 33,784 shares of common stock and 31,082 shares of common stock underlying options that are vested and exercisable within 60 days of January 24, 2020.
|
(5)
|
Consists of 24,317 shares of common stock and 64,997 shares of common stock underlying options that are vested and exercisable within 60 days of January 24, 2020.
|
(6)
|
Consists of (i) 75,913 shares of common stock and 1,308,130 shares of common stock underlying options that are vested and exercisable within 60 days of January 24, 2020 and (ii) 409 shares of common stock held by the Dan and Brenda Browne Living Trust. Mr. Browne is a Trustee of the Dan and Brenda Browne Living Trust.
|
(7)
|
Consists of 9,000 shares of common stock.
|
(8)
|
Consists of (i) 10,500 shares of common stock and 59,333 shares of common stock underlying options that are vested and exercisable within 60 days of January 24, 2020, and (ii) 13,665 shares of common stock held by the Byrnes Family Trust. Mr. Byrnes is a Trustee of the Byrnes Family Trust.
|
(9)
|
Consists of 10,500 shares of common stock and 30,000 shares of common stock underlying options that are vested and exercisable within 60 days of January 24, 2020.
|
(10)
|
Consists of 10,500 shares of common stock and 36,000 shares of common stock underlying options that are vested and exercisable within 60 days of January 24, 2020.
|
(11)
|
Consists of 9,000 shares of common stock.
|
(12)
|
Consists of 10,500 shares of common stock and 46,000 shares of common stock underlying options that are vested and exercisable within 60 days of January 24, 2020.
|
(13)
|
Consists of 13,650 shares of common stock and 46,000 shares of common stock underlying options that are vested and exercisable within 60 days of January 24, 2020.
|
(14)
|
Includes shares beneficially owned by all current executive officers and directors of the company. Consists of 801,120 shares of common stock and 2,023,071 shares of common stock underlying options that are vested and exercisable within 60 days of January 24, 2020.
|
(15)
|
The indicated ownership is based on Schedule 13G/A filed with the SEC by the reporting persons on February 13, 2019, reporting beneficial ownership as of December 31, 2018. According to the Schedule 13G/A, the reporting persons beneficially own a total of 3,342,047 shares of common stock, which consists of 2,614,482 shares of common stock held by Essex Woodlands Health Ventures Fund VIII, L.P. (“Essex VIII”), 457,085 shares of common stock held by Essex Woodlands Health Ventures Fund V, L.P. (“Essex V”), 188,527 shares of common stock held by Essex Woodlands Health Ventures Fund VIII-A, L.P. (“Essex VIII-A”) and 81,953 shares of common stock held by Essex Woodlands Health Ventures Fund VIII-B, L.P. (“Essex VIII-B”). Essex Woodlands Health Ventures VIII, LLC, the general partner of Essex VIII, Essex V, Essex VIII-A and Essex VIII-B, may be deemed to have sole power to vote and sole power to dispose of shares directly owned by Essex VIII, Essex V, Essex VIII-A and Essex VIII-B. The address for Essex VIII is 21 Waterway Avenue, Suite 225, The Woodlands, Texas 77380.
|
(16)
|
The indicated ownership is based on a Schedule 13G/A filed with the SEC by the reporting persons on February 5, 2020, reporting beneficial ownership as of December 31, 2019. According to the Schedule 13G/A, the reporting persons beneficially own a total of 3,582,972 shares, which consists of 3,548,972 common Stock held by Franklin Advisers, Inc. and 34,000 shares of common stock held by Fiduciary Trust Company International. The address for each of the foregoing persons and entities is One Franklin Parkway, San Mateo, CA 94403-1906.
|
(17)
|
The indicated ownership is based on a Schedule 13G/A filed with the SEC by the reporting persons on January 17, 2020, reporting beneficial ownership as of December 31, 2019. According to the Schedule 13G/A, the reporting persons beneficially own a total of 4,028,497 shares of Common Stock held by JPMorgan Chase & Co. and its wholly owned subsidiaries JPMorgan Chase Bank, National Association, J.P. Morgan Investment Management Inc., J.P. Morgan Trust Company of Delaware, and J.P. Morgan Securities LLC. The address for each of the foregoing persons and entities is 383 Madison Avenue, New York, NY 10179.
|
(18)
|
The indicated ownership is based on a Schedule 13G/A filed with the SEC by the reporting persons on February 6, 2020, reporting beneficial ownership as of December 31, 2019. According to the Schedule 13G/A, the reporting persons beneficially own a total of 3,688,657 shares of Common Stock held by BlackRock Inc. and its subsidiaries BlackRock Advisors, LLC, BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada Limited, BlackRock Asset Management Ireland Limited, BlackRock (Netherlands) B.V., BlackRock Financial Management Inc., BlackRock Asset Management Schweiz AG, BlackRock Fund Advisors, BlackRock Institutional Trust Company, N.A. and BlackRock Investment Management, LLC. The address for each of the foregoing persons and entities is 55 East 52nd Street, New York, NY 10055.
|
(19)
|
The indicated ownership is based on a Schedule 13G/A filed with the SEC by the reporting persons on February 14, 2020, reporting beneficial ownership as of December 31, 2019. According to the Schedule 13G/A, the reporting person beneficially own a total of 4,840,636 shares of Common Stock held by ArrowMark Colorado Holdings, LLC. The address for the person is 100 Fillmore Street, Suite 325, Denver, Colorado 80206.
|
(20)
|
The indicated ownership is based on a Schedule 13G/A filed with the SEC by the reporting persons on January 8, 2020, reporting beneficial ownership as of December 31, 2019. According to the Schedule 13G/A, the reporting persons beneficially own a total of 5,788,045 shares of Common Stock held by Wellington Management Group LLP and its investment advisors Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP, and Wellington Management Company LLP. The address for each of the foregoing persons and entities is c/o Wellington Management Company LLP, 280 Congress Street, Boston, MA 02210.
|
Plan Category
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)
|
|
Weighted-average exercise price of outstanding options, warrants and rights (b)(3)
|
|
Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
|
|
||||
Equity compensation plans approved by security holders:
|
(1)
|
4,186,366
|
|
|
$
|
18.15
|
|
|
2,045,818
|
|
(4)
|
Equity compensation plans not approved by security holders:
|
(2)
|
548,250
|
|
|
$
|
28.39
|
|
|
174,546
|
|
|
Total
|
|
4,734,616
|
|
|
$
|
19.34
|
|
|
2,220,364
|
|
|
(1)
|
Includes securities issuable under the 2002 Equity Incentive Plan, the 2012 Equity Incentive Plan, the 2014 Equity Incentive Plan (the 2014 plan), and the 2014 Employee Stock Purchase Plan (the 2014 ESPP).
|
(2)
|
Includes securities issuable under the 2014 Inducement Plan adopted exclusively for grants of awards to individuals that were not previously our employees or directors, as an inducement material to the individual’s entry into employment with us within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules.
|
(3)
|
The weighted average exercise price excludes restricted stock awards, which have no exercise price.
|
(4)
|
Includes (i) 641,813 shares of common stock available for issuance under our 2014 plan and (ii) 1,404,005 shares of common stock available for issuance under our 2014 ESPP. The number of shares of our common stock reserved for issuance under the 2014 plan automatically increases on January 1 of each year, starting on January 1, 2015 and continuing through January 1, 2024, by 4% of the total number of shares of our common stock outstanding on December 31 of the preceding calendar year, or such lesser number of shares of common stock as determined by our Board of Directors. The maximum number of shares that may be issued pursuant to the exercise of incentive stock options under the 2014 plan is 2,000,000 shares. The number of shares of our common stock reserved under the 2014 ESPP for issuance automatically increases on January 1st each year, starting January 1, 2015 and continuing through January 1, 2024, in an amount equal to the lower of (i) 1% of the total number of shares of our common stock outstanding on December 31 of the preceding calendar year, and (ii) 300,000 shares of common stock, or such lesser number of shares of common stock as determined by our Board of Directors. If a purchase right granted under our 2014 ESPP terminates without having been exercised, the shares of our common stock not purchased under such purchase right will be available for issuance under our 2014 ESPP.
|