DEF 14A of Evolus, Inc., Apr 26, 2024

DEF 14A of Evolus, Inc.

Filed Apr 26, 2024 · FY20230001570562-24-000072

Open on EDGAR

  1. Proposal 1 - Election of Directors

    Proposal 1 - Election of Directors As the first proposal, we are asking stockholders to elect David Moatazedi, Vikram Malik, and Karah Parschauer, each of whom currently serve as members of the board of directors, as Class III directors to serve until the Company’s 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified. Stockholders may vote “For All” the director nominees or may vote “Withhold All” or “For All Except” to withhold the voting of their shares from one or more of the director nominees. The following information pertains to each director nominee as of April 19, 2024.

  2. Proposal 1 - Election of Directors

    | | | Director Since | | Experience/ | Independent | | Committee | Other Current Public | | Name | Age | | Occupation | Qualifications | Yes | No | Memberships | Company Boards | | David Moatazedi | 46 | 2018 | President and Chief Executive Officer of Evolus, Inc. | ● Industry ● Leadership | | ☑ | None | ● Biomerica, Inc. | | Vikram Malik | 61 | 2018 | | ● Industry ● Finance | ☑ | | ● Compensation ● Nominating and Corporate Governance | None | | Karah Parschauer | 46 | 2019 | Chief Legal Officer and Executive Vice President, Corporate Affairs of Ultragenyx Pharmaceutical, Inc. | ● Industry ● Legal | ☑ | | ● Compensation ● Nominating and Corporate Governance (Chair) | ● Tenaya Therapeutics, Inc. ● Anebulo Pharmaceuticals, Inc. |

  3. Proposal 1 - Election of Directors

    Proposal 1 - Election of Directors The board of directors is currently comprised of seven directors and is divided into three classes: Class I, Class II and Class III. Each class of directors serves for a three-year term, with one class of directors being elected by our stockholders at each annual meeting. •David Gill and Robert Hayman serve as Class I Directors, with terms of office expiring at the 2025 annual meeting of stockholders. Mr. Hayman has notified the board of directors that he intends to step down from his position on the board of directors on the successful identification and appointment of a replacement director, which the board of directors anticipates occurring prior to the Annual Meeting. Any new director appointed to the board of directors before the Annual Meeting will be appointed as a Class I Director to fill the vacancy resulting from Mr. Hayman’s resignation and will serve the remainder of the full term of the Class I Directors and until his or her successor is duly elected and qualified. •Simone Blank and Brady Stewart serve as Class II Directors, with terms of office expiring at the 2026 annual meeting of stockholders. Ms. Blank has notified the board of directors that she will step down from her position on the board of directors on the earlier of (i) the Company’s annual meeting of stockholders occurring in 2025, or (ii) the successful identification and appointment of a replacement director, whichever occurs first. Any director appointed to replace Ms. Blank on the board of directors will be appointed as a Class II Director to fill the vacancy resulting from Ms. Blank’s resignation and will serve the remainder of the full term of the Class II Directors and until his or her successor is duly elected and qualified. •David Moatazedi, Vikram Malik, and Karah Parschauer serve as Class III Directors, with terms of office expiring at the Annual Meeting. Subject to any rights applicable to any then outstanding preferred stock, any vacancies on our board of directors may be filled only by the affirmative vote of a majority of the directors then in office. Upon the recommendation of the nominating and corporate governance committee, David Moatazedi, Vikram Malik, and Karah Parschauer are the board of directors’ nominees for election to the board of directors at the Annual Meeting. Mr. Moatazedi, Mr. Malik and Mrs. Parschauer were each previously elected at our 2021 annual meeting of stockholders. The Class III directors will be elected to hold office until the 2027 Annual Meeting and until their successors are duly elected and qualified or until their earlier death, resignation or removal. Unless otherwise instructed, the proxy holders will vote all validly submitted proxies “FOR ALL” to elect David Moatazedi, Vikram Malik, and Karah Parschauer as Class III directors. Each person nominated for election has consented to be named in this Proxy Statement and has agreed to serve if elected, and we have no reason to believe that any nominee will be unable or unwilling for good cause to serve if elected. If any nominee is not able or is unwilling for good cause to serve at the time of the Annual Meeting, proxies will be voted in favor of the other nominee, leaving a vacancy, or for a substitute nominee as may be determined by the proxy holders, unless the board of directors chooses to reduce the number of directors serving on the board of directors. There are no arrangements or understandings between any nominee and any other person pursuant to which the nominee was selected.

  4. Director Qualifications

    Director Qualifications The board of directors has determined that, as a whole, it must have the right mix of characteristics, skills and diversity to provide effective oversight of our company. In selecting directors, the board of directors seeks to achieve a mix of directors that enhances the diversity of background, skills and experience on the board, including with respect to age, gender, international background, ethnicity and specialized experience. Directors should have relevant expertise and experience and be able to offer advice and guidance to our management based on that expertise and experience. Each director is also expected to: •possess fundamental qualities of intelligence, honesty, perceptiveness, maturity, integrity, fairness and responsibility; •have a genuine interest in Evolus and recognize that as a member of the board of directors, each director is accountable to all of our stockholders, not to any particular interest group; •be of the highest ethical character and share the values of Evolus as reflected in its Code of Conduct; •be highly accomplished in his or her field, with superior credentials and recognition; •possess sound business judgment, be able to work effectively with others, have sufficient time to devote to our affairs; and be free from conflicts of interest; and •have independent opinions and be willing to state them in a constructive manner. The board of directors periodically reviews the diversity of skills and characteristics needed in the board of directors’ oversight of our company, as well as the effectiveness of the mix of skills and experience. The board of directors considers the skill areas represented on the board of directors, those skill areas represented by any directors who are expected to retire or leave the board of directors in the near future, and recommendations of directors regarding skills that could improve the ability of the board of directors to carry out its responsibilities.

  5. Identifying and Evaluating Nominees for Directors

    Identifying and Evaluating Nominees for Directors Our nominating and corporate governance committee oversees the director nomination process. This committee is responsible for assisting the board of directors in establishing minimum qualifications for director nominees, including the qualities and skills that members of our directors are expected to possess. When the board of directors or its nominating and corporate governance committee has identified the need to add a new director with specific qualifications or to fill a vacancy on the board, the chair of the nominating and corporate governance committee will initiate a search, seeking input from other directors and senior management, review any candidates that the nominating and corporate governance committee has previously identified, and, if necessary, hire a search firm. The nominating and corporate governance committee will identify the initial list of candidates who satisfy the specific criteria and otherwise qualify for membership on the board of directors. Our board of directors considers many factors in evaluating the suitability of individual director candidates, including their general understanding of our business, sales and marketing, finance, and other disciplines relevant to the success of a publicly traded company; understanding of our business and technology; educational and professional background; personal accomplishment; and national, gender, age, racial, and ethnic diversity. While our board of directors has no formal policy for the consideration of diversity in identifying director nominees, the nominating and corporate governance committee seeks to identify and elect directors that will collectively represent a diversity of backgrounds and experience and will endeavor to include women and individuals from minority groups in the qualified candidate pool from which any new director candidates will be drawn. Selected members of the board of directors will interview each qualified candidate; other directors will also interview the candidate if practicable. Based on a satisfactory outcome of those interviews, the nominating and corporate governance committee will make its recommendation on the candidate to the board of directors. The nominating and corporate governance committee will consider candidates for election or appointment to the board of directors recommended by stockholders on the same basis as director candidates from any other source. See “Corporate Governance-Nominating and Corporate Governance Committee—Consideration of Director Candidates” above.

  6. Information Regarding Directors

    Information Regarding Directors The following table sets forth the name of each current director, including the nominees for Class III directors, together with their age (as of April 19, 2024) and the year in which they became a director.

  7. Information Regarding Directors

    | Director | Age | Director Since | Term Expires | | Class I Directors: | | | | | David Gill | 69 | 2018 | 2025 | | Robert Hayman | 65 | 2018 | 2025 | | Class II Directors: | | | | | Simone Blank | 61 | 2018 | 2026 | | Brady Stewart | 48 | 2022 | 2026 | | Class III Directors: | | | | | David Moatazedi | 46 | 2018 | 2024 | | Vikram Malik | 61 | 2018 | 2024 | | Karah Parschauer | 46 | 2019 | 2024 |

  8. Information Regarding Directors

    The information appearing in the following table sets forth, for each director and nominee for election as a director, as of April 19, 2024: •The director or nominee’s professional experience for at least the past five years. •The month and year in which the director or nominee first became one of our directors. •Each committee of the board of directors on which the director or nominee currently serves. •The director or nominee’s age. •The relevant specific experience, qualifications, attributes or skills the director or nominee possesses that led the board of directors to conclude that the individual should serve as a director. •Directorships held by each director or nominee presently and at any time during the past five years at any public company or registered investment company.

  9. Class I Directors

    Class I Directors

  10. Class I Directors

    | David Gill | | Robert Hayman | | | Age: 69 Evolus Board Service ● Tenure: 6 years (February 2018) ● Audit Committee (Chair) ● Compensation Committee | | Age: 65 Evolus Board Service ● Tenure: 6 Years (January 2018) ● Compensation Committee (Chair) | | | Professional Experience Mr. Gill has served as a member of our board of directors since February 2018. Mr. Gill has more than 30 years of experience in medical device and life sciences industries. From February 2021 to October 2021, Mr. Gill served as the Chief Financial Officer of Perspectum, Ltd, a healthcare technology company which transforms the clinical management of metabolic disease and cancer. Mr. Gill also currently serves as a director of Y-mAbs Therapeutics, Inc. as well as several private companies. Previously he served on the board of directors of Strongbridge Biopharma, PLC from September 2019 to October 2021, Histogenics, Inc. from January 2015 to July 2019, Melinta Therapeutics, Inc (f/k/a Cempra Inc. from April 2012 to April 2020, and Strata Skin Sciences from May 2018 to May 2020. Earlier in his career, Mr. Gill served in a variety of senior executive leadership roles for several publicly-traded companies, including EndoChoice, Inc., NxStage Medical, Inc., CTI Molecular Imaging, Inc., Interland Inc. and Novoste Corporation. Mr. Gill holds a B.S. in Accounting from Wake Forest University and an M.B.A. from Emory University, and is a certified public accountant (inactive). | | Professional Experience Mr. Hayman has served as a member of our board of directors since January 2018. Since 2011, Mr. Hayman has served as the owner and Chief Executive Officer of Hayman Properties, a real estate investment and development business. Since 2015, Mr. Hayman has served as Principal, Chairman and Chief Executive Officer of Perimetrics, LLC, a dental diagnostic service company. From 1993 to February 2008, Mr. Hayman served as the co-founder, Chief Executive Officer and Chairman of Discus Dental, Inc. Mr. Hayman attended the Masters Degree program in Psychology at Pepperdine University, and received a B.S. in Business Administration from Boston University. Mr. Hayman has notified the board of directors that he intends to step down from his position on the board of directors on the successful identification and appointment of a replacement director, which the board of directors anticipates occurring prior to the Annual Meeting. | | | Relevant Skills We believe that Mr. Gill’s extensive experience as an executive in the life sciences industry and his prior service as a senior-level executive in mature life sciences companies qualifies him to serve on the board of directors. | | Relevant Skills We believe Mr. Hayman’s extensive business and leadership experience qualifies him to serve on the board of directors. | | | Other Public Board Service Current ● Y-mAbs Therapeutics, Inc. | December 2017-present Former (within the past 5 years) ● Strongbridge Pharma PLC | September 2019-October 2021 ● Strata Skin Sciences, Inc. | May 2018-May 2020 ● Melinta Therapeutics, Inc. | April 2012-April 2020 ● Histogenics Corporation | February 2015-July 2019 | | Other Public Board Service ● N/A | |

  11. Class II Directors

    Class II Directors

  12. Class II Directors

    | Simone Blank | | Brady Stewart | | | Age: 61 Evolus Board Service ● Tenure: 6 years (January 2018) ● Audit Committee | | Age: 48 Evolus Board Service ● Tenure: 2 Years (January 2022) ● Audit Committee ● Nominating and Corporate Governance Committee | | | Professional Experience Ms. Blank has served as a member of our board of directors since January 2018. Ms. Blank is the owner of Dental Innovations Apus BV and the co-owner of Dental Innovations BV, both private investment companies. Since 2020 Ms. Blank has served on the board of APM Human Services International Limited listed on the Australian Stock Exchange. Since 2013, Ms. Blank has served as a member of the board of directors of several private companies, including as the chairwoman of the board of directors of Aeon Biopharma from July 2016 to July 2023 and on the board of managers of Alphaeon 1, LLC from January 2020 to August 2022. From May 2006 to October 2013, Ms. Blank served as a member of the board of directors of Sirona Dental Systems Inc., or Sirona, a dental technology manufacturer previously listed on Nasdaq. From July 1999 to October 2013, Ms. Blank served as Executive Vice President and Chief Financial Officer of Sirona. Prior to July 1999, Ms. Blank was an engagement manager in the merger and acquisition transaction group of PricewaterhouseCoopers after having gained global financial experience as a certified public accountant and tax advisor. Ms. Blank received a M.Sc. in Economics from the University of Duisburg, Germany. Ms. Blank has notified the board of directors that she will step down from her position on the board of directors on the earlier of (i) the Company’s annual meeting of stockholders occurring in 2025, or (ii) the successful identification and appointment of a replacement director, whichever occurs first. | | Professional Experience Mrs. Stewart has served as a member of our board of directors since January 2022. Since June 2023, Mrs. Stewart has served as the Chief Executive Officer of Bay FC, a professional football club in the National Women’s Soccer League. From April 2021 to 2022, Mrs. Stewart served as the Chief Commercial Officer of Forma Brands, LLC since April 2021. From May 2007 to April 2021, Mrs. Stewart held multiple roles at Levi Strauss & Co., culminating in the position of Senior Vice President and Managing Director, U.S. Direct to Consumer. Mrs. Stewart holds an M.B.A in Strategy and Operations from Harvard Business School and received a Bachelor’s degree in Comparative Literature from Princeton University. | | | Relevant Skills We believe Ms. Blank’s extensive business, finance, and leadership experience qualifies her to serve on the board of directors. | | Relevant Skills We believe Mrs. Stewart’s extensive business, digital marketing and leadership experience qualifies her to serve on the board of directors. | | | Other Public Board Service International Public Company ● APM Human Services International Pty. LTD (APX: APM)| November 2021 (initial public offering)-Present | | Other Public Board Service ● N/A | |

  13. Class III Directors

    Class III Directors

  14. Class III Directors

    | David Moatazedi | | Vikram Malik | | | Age: 46 Evolus Board Service ● Tenure: 5 years (May 2018) | | Age: 61 Evolus Board Service ● Tenure: 6 years (January 2018) ● Chairman of the Board of Directors ● Compensation Committee ● Nominating and Corporate Governance Committee | | | Professional Experience Mr. Moatazedi has served as our President, Chief Executive Officer and as a member of our board of directors, since May 2018. Prior to that time, Mr. Moatazedi was the Senior Vice President at Allergan, Inc., or Allergan, and division head of the U.S. Medical Aesthetics division, which includes facial aesthetics, plastic surgery, regenerative medicine, body contouring, and skin care products from March 2016 to May 2018. From March 2017 to June 2020, Mr. Moatazedi served as a member of the board of directors of Obalon Therapeutics, Inc., a public medical device company focused on developing and commercializing medical devices to treat obese and overweight people by facilitating weight loss. Mr. Moatazedi worked in various leadership capacities within Allergan since March 2005, including as Vice President, Sales and Marketing of the U.S. Facial Aesthetics division from August 2014 to March 2016 and Vice President, Sales and Market of the U.S. Plastic Surgery division from February 2013 to August 2014. Prior to Allergan, Mr. Moatazedi was a district manager at Novartis Pharmaceuticals for the Dermatology division. Mr. Moatazedi holds an M.B.A. from Pepperdine University and a B.A. from California State University, Long Beach. | | Professional Experience Mr. Malik has served as a member and the Chairman of our board of directors since January 2018. Mr. Malik currently also serves as Chairman of the board of directors of Alphaeon Credit Inc., a consumer credit provider to the aesthetics industry and as a member of the board of directors of Crown Sterling Limited, LLC, a social media technology company and Ceyeber Inc., an ophthalmic medical device company. From December 2020 to July 2023, Mr. Malik served as President and a director of Priveterra Acquisition Corp. a blank-check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. From May 2013 to June 2022, Mr. Malik has served as the Managing Partner of Strathspey Crown Holdings Group, LLC. From August 2011 to May 2013, Mr. Malik served as Vice Chairman, Investment Banking for Deutsche Bank Securities, Inc. From November 2010 to August 2011, Mr. Malik served as a Managing Director in the Healthcare Corporate and Investment Banking Group of Merrill Lynch, Pierce, Fenner & Smith Incorporated. From June 2000 to November 2010, Mr. Malik served as the Managing Director of Banc of America Securities, LLC. Mr. Malik received a B.A. in Economics from Delhi University and an M.B.A. from Boston University Graduate School of Management. | | | Relevant Skills We believe that Mr. Moatazedi’s extensive leadership experience, his position as President and Chief Executive Officer of Evolus, knowledge of the Company and industry knowledge qualify him to serve on the board of directors. | | Relevant Skills We believe Mr. Malik’s extensive experience in the investment banking and financial services industry and deep knowledge of the healthcare industry, specifically the aesthetics sector, qualifies him to serve on the board of directors. | | | Other Public Board Service Current ● Biomerica, Inc. | December 2022-Present Former (within the past 5 years) ● Obalon Therapeutics, Inc. | March 2017-June 2020 | | Other Public Board Service Current None Former ● Priveterra Acquisition Corp. | December 2020 - July 2023 | |

  15. Class III Directors

    | Karah Parschauer | | | Age: 46 Evolus Board Service ● Tenure: 4 years (July 2019) ● Compensation Committee ● Nominating and Corporate Governance Committee (Chair) | | | Professional Experience Karah Parschauer has served as a member of our board of directors since July 2019. Since June 2016, Mrs. Parschauer has served as Chief Legal Officer of Ultragenyx Pharmaceutical, Inc, or Ultragenyx. Prior to Ultragenyx, Mrs. Parschauer served in various executive capacities, and most recently as Vice President, Associate General Counsel, at Allergan plc, a pharmaceutical company, from June 2005 until June 2016. Prior to Allergan, Mrs. Parschauer was an attorney at Latham & Watkins LLP, where she practiced in the areas of mergers and acquisitions, securities offerings, and corporate governance. Mrs. Parschauer holds a B.A. in Biology from Miami University and a J.D. from Harvard Law School. | | | Relevant Skills We believe Mrs. Parschauer’s extensive experience within the aesthetics industry and as an attorney qualifies her to serve on the board of directors. | | | Other Public Board Service Current ● Tenaya Therapeutics, Inc. | December 2021-Present ● Anebulo Pharmaceuticals, Inc.. | May 2021 (initial public offering) -Present Former ● Arcturus Therapeutics Holdings, Inc. | June 2019-August 2021 | |

  16. Director Compensation

    Director Compensation Our director compensation program is intended to enhance our ability to attract, retain and motivate non-employee directors of exceptional ability and to promote the common interest of directors and stockholders in enhancing the value of our common stock. The board of directors reviews director compensation at least annually. The compensation committee has the sole authority to engage a consulting firm to evaluate director compensation. Our non-employee directors receive equity and cash compensation for their service as directors. In 2023, each non-employee director received an annual retainer of $45,000. For 2024, the annual retainer will increase to $50,000. The annual retainers are paid on a quarterly basis. Our non-executive board chairman receives an additional annual retainer of $35,000. Additionally, our non-employee directors receive compensation for committee service as follows:

  17. Director Compensation

    | Position | Amount(1) ($) | | Audit Committee Chair | 20,000 | | Other Audit Committee Members | 10,000 | | Compensation Committee Chair | 15,000 | | Other Compensation Committee Members | 7,500 | | Nominating and Corporate Governance Committee Chair | 10,000 | | Other Nominating and Corporate Governance Committee Members | 5,000 |

  18. Director Compensation

    (1) These amounts are annualized amounts, payable quarterly. For 2023, equity awards for qualifying non-employee directors consisted of annual equity awards with a grant date fair value of approximately $170,000, subject to vesting and continued service on the board. For 2023, these awards were in the form of restricted stock units and stock options. On January 27, 2023, each non-employee director serving on the board on that date was granted (i) an award of 8,239 restricted stock units that had a grant date fair value (determined as set forth in footnote (1) to the 2023 Director Compensation Table of $85,003 and (ii) a stock option to purchase 11,789 shares of our common stock at a per share exercise price of $10.25 that had a grant date fair value (determined as set forth in footnote (1) to the 2023 Director Compensation Table below) of $85,023. The restricted stock units were scheduled to vest, subject to continued service, in full on the twelve month anniversary of the date of grant. The options were scheduled to vest, subject to continued service, in twelve monthly installments following the date of grant. Each grant, to the extent then unvested, will fully vest upon certain changes of control of Evolus. The table below summarizes the compensation paid by us to our non-employee directors for the year ended December 31, 2023. David Moatazedi, our President and Chief Executive Officer, served as a member of the board during 2023, but did not receive any additional compensation for such service as a director.

  19. 2023 DIRECTOR COMPENSATION TABLE

    2023 DIRECTOR COMPENSATION TABLE

  20. 2023 DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1)(2) ($) | Option Awards(1)(2) ($) | Total ($) | | Vikram Malik (Chairman)(3) | 101,000 | 85,003 | 85,023 | 271,026 | | Simone Blank | 65,000 | 85,003 | 85,023 | 235,026 | | Peter Farrell(4) | 45,000 | 85,003 | 85,023 | 215,026 | | David Gill(3) | 86,000 | 85,003 | 85,023 | 256,026 | | Robert Hayman | 61,000 | 85,003 | 85,023 | 231,026 | | Karah Parschauer | 79,000 | 85,003 | 85,023 | 249,026 | | Brady Stewart | 52,000 | 85,003 | 85,023 | 222,026 |

  21. 2023 DIRECTOR COMPENSATION TABLE

    (1) Represents the aggregate grant date fair value of the restricted stock unit awards and the stock options granted to the non-employee directors during 2023, computed in accordance with FASB ASC Topic 718. See Note 9. Stockholders’ Equity in the Notes to Consolidated Financial Statements in our Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on March 7, 2024, for a discussion of the assumptions we made in determining the grant date fair value of our equity awards. (2) As of December 31, 2023, each non-employee director named in the table above held the following number of outstanding and unexercised options and outstanding restricted stock units: Mr. Malik, 90,600 options and 17,298 restricted stock units, Ms. Blank, 90,600 options and 8,293 restricted stock units, Dr. Farrell held no options or restricted stock units, Mr. Gill, 94,186 options and 8,293 restricted stock units, Mr. Hayman, 90,600 options and 8,293 restricted stock units, Mrs. Parschauer, 83,154 options and 8,293 restricted stock units, and Mrs. Stewart, 10,806 options and 26,547 restricted stock units. (3) Includes $2,500 for service on a transaction committee of the board of directors. (4) Dr. Farrell retired from the board of directors effective September 30, 2023.

  22. Summary Compensation Table

    Summary Compensation Table The following table provides information concerning the compensation paid to our “named executive officers,” the years ended December 31, 2023 and 2022.

  23. Summary Compensation Table

    | Name and Principal Position | Year | Salary | | Bonus | | Stock Awards(1)(2) | | Option Awards(1) | | Non-Equity Incentive Plan Compensation(3) | | All Other Compensation(4) | | Total | | | David Moatazedi | 2023 | $ | 687,500 | $ | — | $ | 7,417,415 | $ | 2,075,862 | $ | 1,017,800 | $ | 41,870 | $ | 11,240,447 | | President and Chief Executive Officer | 2022 | $ | 596,875 | $ | — | $ | 1,170,002 | $ | 1,161,522 | $ | 643,200 | $ | 27,991 | $ | 3,599,590 | | Sandra Beaver | 2023 | $ | 437,500 | $ | | $ | 1,027,634 | $ | 691,957 | $ | 287,890 | $ | 14,756 | $ | 2,459,737 | | Chief Financial Officer | 2022 | $ | 136,818(5) | $ | 100,000(6) | $ | 330,174 | $ | 1,125,002 | $ | 135,100 | $ | 313 | $ | 1,827,407 | | Rui Avelar, M.D. | 2023 | $ | 487,750 | $ | — | $ | 1,414,034 | $ | 691,957 | $ | 320,610 | $ | 14,827 | $ | 2,929,178 | | Chief Medical Officer and Head of Research and Development | 2022 | $ | 469,000 | $ | — | $ | 292,498 | $ | 290,381 | $ | 202,400 | $ | 10,633 | $ | 1,264,912 |

  24. Summary Compensation Table

    (1) Represents the aggregate grant date fair value of stock and option awards granted during the years presented, computed in accordance with FASB ASC Topic 718. See Note 9. Stockholders’ Equity in the Notes to Consolidated Financial Statements in our Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on March 7, 2024, for a discussion of the assumptions we made in determining the grant date fair value of our equity awards. (2) As noted under “Long-Term Incentive Compensation” below, we granted each of the named executive officers an award of performance-based restricted stock units in January 2023 that vests based on our achievement of certain operational goals (the “PRSU Awards”). In May 2023, we granted Mr. Moatazedi an award of performance-based restricted stock units that vests based on our achievement of certain stock price goals over the five-year period after the grant date of the award (the “Stock Price RSU Award”). As required by applicable SEC rules, the accounting fair value of these awards was determined based on the probable outcome (as determined for accounting purposes as of the applicable grant date) of the performance-based conditions applicable to the awards. For these purposes, we determined that for the PRSU Awards, the “target” level of performance was the probable outcome of the applicable performance-based conditions, and accordingly, the accounting fair value is included for each named executive officer as Stock Award compensation for 2023 based on the “target” number of shares subject to the awards. For the Stock Price RSU Award, the accounting fair value included for Mr. Moatazedi as Stock Award compensation for 2023 was determined based on a Monte Carlo simulation pricing model (which probability weights multiple potential outcomes) as of the grant date of the award. For more information on the assumptions made in the Monte Carlo simulation pricing model, refer to Note 2. Basis of Presentation - Stock-Based Compensation and Note 9. Stockholders’ Equity in the Notes to Consolidated Financial Statements in our Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on March 7, 2024. The Monte Carlo simulation assumptions used in determining the grant date fair value of the Stock Price RSU Award included an assumed expected volatility of the Common Stock price of 88.0%, an assumed risk-free interest rate of 3.49%, and an expected dividend yield on the Common Stock of 0% as the Company has never paid any cash dividends, and utilized the closing price of a share of Common Stock on the date of grant of the award. The following table presents (a) the accounting fair value of the performance-based restricted stock units awarded to the named executive officers in 2023 (determined as described above as of the grant date of the awards) included in the Stock Awards column for that named executive officer in the table above and (b) the value of these awards (determined as of the grant date of the award) assuming that the highest level of performance would be achieved:

  25. Summary Compensation Table

    | 2023 Performance-Based RSU Awards | | | | Award | Grant Date Fair Value Included in Summary Compensation Table | Grant Date Fair Value Based on Maximum Performance | | David Moatazedi – PRSU Award | $1,568,301 | $1,568,301 | | David Moatazedi – Stock Price RSU Award | $3,774,000 | $5,000,800 | | Sandra Beaver - PRSU Award | $336,067 | $336,067 | | Rui Avelar, M.D. - PRSU Award | $336,067 | $336,067 |

  26. Summary Compensation Table

    (3) Represents annual performance-based cash bonuses paid by us, which were based on achievement of pre-determined key performance indicators by our board of directors for the years presented. In accordance with her employment agreement, Mrs. Beaver’s 2022 cash bonus was pro-rated to 75%. (4) The table below shows the components of “All Other Compensation” for each of our named executive officers.

  27. Summary Compensation Table

    | | Year | Company 401(k) Matching Contribution (A) | Insurance Premiums (B) | President's Club Sales Incentive Trip (C) | | David Moatazedi | 2023 | $13,200 | $1,665 | $27,005 | | | 2022 | $7,000 | $4,704 | $16,287 | | Sandra Beaver | 2023 | $13,200 | $1,556 | $— | | | 2022 | $— | $313 | $— | | Rui Avelar, M.D. | 2023 | $13,200 | $1,627 | $— | | | 2022 | $4,625 | $6,008 | $— |

  28. Summary Compensation Table

    (A) Represents Company matching contributions under the Company’s 401(k) plan. (B) Represents premiums paid on behalf of named executive officer’s under the Company’s life insurance plan and supplemental disability insurance plan. (C) Represents the incremental cost for Mr. Moatazedi’s spouse to attend, and certain personal expenses paid for by the Company in connection with Mr. Moatazedi’s attendance at, the Company’s President’s Club event to recognize the Company’s highest performing sales employees. (5) Mrs. Beaver joined the company as Chief Financial Officer in September 2022. (6) As consideration for entering into her employment agreement, Mrs. Beaver received a $100,000 signing bonus in September 2022.

  29. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023

    OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023 The following table provides information regarding outstanding equity awards held by each of our Named Executive Officers as of December 31, 2023:

  30. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023

    | | Option Awards(1) | | | | | | | Stock Awards(2) | | | | | | | | | Number of Securities Underlying Unexercised Options | | | | Number of shares of stock that have not vested (#) | Market value of shares of stock that have not vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Name | Grant Date | Vesting Commencement Date | Total Options Unexercised | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | | | | | | David Moatazedi | 5/6/2018 | 5/6/2018 | 1,182,019 | 1,182,019 | —(3) | 7.28 | 5/6/2028 | – | – | – | — | | President and Chief Executive Officer | 1/23/2019 | 1/23/2019 | 125,000 | 125,000 | —(3) | 16.19 | 1/23/2029 | – | – | – | — | | | 1/23/2020 | 1/23/2020 | 141,910 | 106,432 | 35,478(3) | 10.19 | 1/23/2030 | 20,516(3) | 216,033 | – | — | | | 1/27/2021 | — | — | — | —(3) | — | — | 133,334(3) | 1,404,007 | – | — | | | 3/26/2021 | — | — | — | —(3) | — | — | 24,427(3) | 257,216 | – | — | | | 1/24/2022 | 1/24/2022 | 310,559 | 77,639 | 232,920(3) | 5.46 | 1/24/2032 | 160,715(3) | 1,692,329 | – | — | | | 1/25/2023 | 1/25/2023 | 257,009 | — | 257,009(3) | 11.04 | 1/25/2033 | 187,927(3) | 1,978,871 | | | | | 1/27/2023 | — | — | — | —(3) | | | 61,202(4) | 644,457 | 61,202(4) | 644,457 | | | 5/8/2023 | — | — | — | —(3) | | | | | 560,000(5) | 5,896,800 | | Sandra Beaver | 9/5/2022 | 9/5/2022 | 169,158 | 42,289 | 126,869(3) | 9.06 | 9/5/2032 | 27,333(3) | 287,816 | – | — | | Chief Financial Officer | 1/25/2023 | 1/25/2023 | 85,670 | — | 85,670(3) | 11.04 | 1/25/2033 | 62,642(3) | 659,620 | – | — | | | 1/27/2023 | — | — | — | —(3) | | | 13,115(4) | 138,101 | 13,115(4) | 138,101 | | Rui Avelar, M.D. | 1/6/2018 | 1/6/2018 | 189,682 | 189,682 | —(3) | 9.98 | 1/6/2028 | – | — | – | — | | Chief Medical Officer and Head of Research and Development | 1/23/2019 | 1/23/2019 | 60,000 | — | 60,000(3) | 16.19 | 1/23/2029 | – | — | – | — | | | 1/23/2020 | 1/23/2020 | 45,000 | 33,750 | 11,250(3) | 10.19 | 1/23/2030 | 6,500(3) | 68,445 | – | — | | | 1/27/2021 | — | — | — | —(3) | — | — | 45,000(3) | 473,850 | – | — | | | 1/24/2022 | 1/24/2022 | 77,640 | 19,410 | 58,230(3) | 5.46 | 1/24/2032 | 40,179(3) | 423,085 | – | — | | | 1/25/2023 | 1/25/2023 | 85,670 | — | 85,670(3) | 11.04 | 1/25/2033 | 97,642(3) | 1,028,170 | | | | | 1/27/2023 | — | — | — | —(3) | | | 13,115(4) | 138,101 | 13,115(4) | 138,101 |

  31. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023

    (1) Unless otherwise noted, all of the equity awards set forth above have been granted under the 2017 Omnibus Incentive Plan. Mrs. Beaver’s stock options and restricted stock units granted on September 5, 2022 were granted pursuant to an Inducement Stock Option Award Agreement and an Inducement Restricted Stock Unit Award Agreement, respectively. (2) Reflects restricted stock units, each of which represents a contingent right to receive one share of our common stock. The market value of such award was calculated based on the $10.53 closing price of a share of our common stock as of December 29, 2023 (which was the last trading day in our fiscal year). (3) 25% of the shares subject to the option or restricted stock units will vest annually on the first four anniversaries of the vesting commencement date, subject to continuous service through each vesting date. (4) Reflects the PRSUs awarded in January 2023. 20% of the total shares initially subject to each PRSU award vested in 2023. The number of shares included in the table above reflects the total number of shares remaining subject to the NEO’s PRSU award on December 31, 2023. Of these shares, 25% are scheduled to vest on each of May 9, 2024 and May 9, 2025. 16-2/3% vested in February 2024 in connection with the compensation committee’s certification that the second milestone under the award had been attained in 2023, and 16-2/3% are scheduled to vest on each of December 20, 2024 and December 2025, in each case subject to continuous service through the applicable vesting date.” (5) Reflects Mr. Moatazedi’s May 2023 Stock Price-Based RSU Award, described above.

  32. Employment Agreements; Payments Upon Termination or Change in Control

    Employment Agreements; Payments Upon Termination or Change in Control Our named executive officers will be entitled to receive certain payments and benefits upon termination of their respective employment with our company, as described below under the section entitled “—Agreements with Our Named Executive Officers.”

  33. Pay versus Performance

    Pay versus Performance The following summarizes the relationship between the total compensation paid to our Chief Executive Officer (“CEO”) and our other named executive officers and our financial performance for the fiscal years shown in the table (in this discussion, our CEO is also referred to as our principal executive officer or “PEO”, and our named executive officers other than our CEO are referred to as our “Non-PEO NEOs”):

  34. Pay versus Performance

    | Fiscal Year | Summary Compensation Table Total for CEO (1)(2) | Compensation Actually Paid to CEO (3) | Average Summary Compensation Table Total for Non-PEO NEOs (1)(2) | Average Compensation Actually Paid to Non-PEO NEOs (3) | Value of Initial Fixed $100 Investment Based On TSR (4) | Net Income (Loss) (In Thousands) (5) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | 2023 | $11,240,447 | $13,563,751 | $2,038,530 | $3,122,361 | $161.75 | $(61,685) | | 2022 | $3,599,590 | $5,819,944 | $1,508,272 | $1,131,158 | $115.36 | $(74,412) |

  35. Pay versus Performance

    (1) Mr. Moatazedi was our CEO for each of the fiscal years included in the table above. For fiscal year 2023, our Non-PEO NEOs were Mrs. Beaver and Dr. Avelar. For fiscal year 2022, our Non-PEO NEOs were Mrs. Beaver, Dr. Avelar, and Lauren Silvernail, our former Chief Financial Officer. (2) See the Summary Compensation Table above for detail on the Summary Compensation Table total compensation for our CEO for each fiscal year covered in the table. The average compensation for the Non-PEO NEOs for fiscal year 2023 was calculated from the Summary Compensation Table above. The average compensation for the Non-PEO NEOs for fiscal year 2022 was calculated from the Summary Compensation Table as disclosed in the Company’s Proxy Statement filed with the Securities and Exchange Commission in calendar year 2023. (3) For purposes of this table, the compensation actually paid (also referred to as “CAP”) to each of our named executive officers (including, for purposes of this table, former named executive officers who are included in the Non-PEO NEO group for the applicable year) means the named executive officer’s total compensation as reflected in the Summary Compensation Table for the applicable fiscal year and adjusted for the following with respect to each named executive officer: 1.Less the amounts reported in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table for the applicable fiscal year, 2.Plus the fiscal year-end value of option and stock awards granted in the covered fiscal year which were outstanding and unvested at the end of the covered fiscal year, 3.Plus/(less) the change in value as of the end of the covered fiscal year as compared to the value at the end of the prior fiscal year for option and stock awards which were granted in prior fiscal years and were outstanding and unvested at the end of the covered fiscal year, 4.Plus the vesting date value of option and stock awards which were granted and vested during the same covered fiscal year, 5.Plus/(less) the change in value as of the vesting date as compared to the value at the end of the prior fiscal year for option and stock awards which were granted in prior fiscal years and vested in the covered fiscal year, 6.Less, as to any option and stock awards which were granted in prior fiscal years and were forfeited during the covered fiscal year, the value of such awards as of the end of the prior fiscal year. In making each of these adjustments, the “value” of an option or stock award is the fair value of the award on the applicable date determined in accordance with FASB ASC Topic 718 using the valuation assumptions we then used to calculate the fair value of our equity awards. For more information on the valuation of our equity awards, please see the notes to our financial statements that appear in our Annual Report on Form 10-K each fiscal year and the footnotes to the Summary Compensation Table that appears in our annual Proxy Statement. The table above reflects the CAP (determined as noted above) for our CEO and, for our Non-PEO NEOs, the average of the CAPs determined for the Non-PEO NEOs for each of the fiscal years shown in the table. The following table provides a reconciliation of the Summary Compensation Table Total to Compensation Actually Paid for our CEO.

  36. Pay versus Performance

    | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for CEO | Fiscal Year 2023 ($) | Fiscal Year 2022 ($) | | Total Compensation Reported in the Summary Compensation Table | $11,240,447 | $3,599,590 | | (-) Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | 9,493,277 | 2,331,524 | | (+) Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year | 9,116,924 | 3,352,269 | | (+) Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years | 1,595,693 | 340,037 | | (+) Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | 299,278 | — | | (+) Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | 804,686 | 859,572 | | Compensation Actually Paid | $13,563,751 | $5,819,944 |

  37. Pay versus Performance

    The following table provides a reconciliation of the average of the Summary Compensation Table Total for the Non-PEO NEOs for a fiscal year to the average of the Compensation Actually Paid for the Non-PEO NEOs for that fiscal year.

  38. Pay versus Performance

    | Reconciliation of Average Summary Compensation Table Total to Average Compensation Actually Paid for Non-PEO NEOs | Fiscal Year 2023 ($) | Fiscal Year 2022 ($) | | Total Compensation Reported in the Summary Compensation Table | $2,694,458 | $1,508,272 | | (-) Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | 1,912,791 | 970,245 | | (+) Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year | 1,717,226 | 657,324 | | (+) Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years | 399,102 | 34,210 | | (+) Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | 64,127 | — | | (+) Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | 160,239 | 25,995 | | (-) Fair Value at Prior Fiscal Year-End of Options and Stock Awards Forfeited During Fiscal Year | — | 124,398 | | Compensation Actually Paid | $3,122,361 | $1,131,158 |

  39. Pay versus Performance

    (4) TSR represents cumulative total stockholder return on a fixed investment of $100 in the Company’s common stock for the period beginning on the last trading day of fiscal year 2021 through the end of the applicable fiscal year, and is calculated assuming the reinvestment of dividends. The following chart illustrates the CAP for our CEO and the average CAP for our Non-PEO NEOs for each of the last two fiscal years against the Company’s total stockholder return (calculated as described above) over that period of time. (5) This column shows the Company’s net income for each fiscal year covered by the table. The following chart illustrates the CAP for our CEO and the average CAP for our Non-PEO NEOs for each of the last two fiscal years against the Company’s net income for each of those years.