DEF 14A of Evolus, Inc.
Filed Apr 25, 2025 · FY20240001570562-25-000066
Proposal 1 — Election of Directors
Proposal 1 — Election of Directors As the first proposal, we are asking stockholders to elect David Gill and Albert White III, each of whom currently serve as members of the board of directors, as Class I directors to serve until the Company’s 2028 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 18, 2025.
Proposal 1 — Election of Directors
| | | Director Since | | Experience/ | Independent | | Committee | Other Current Public | | Name | Age | | Occupation | Qualifications | Yes | No | Memberships | Company Boards | | David Gill | 70 | 2018 | Former Chief Financial Officer | ● Industry ● Leadership | ☑ | | ● Audit (Chair) ● Compensation (Chair) | ● Y-mAbs Therapeutics, Inc. | | Albert White III | 55 | 2024 | President & Chief Executive Officer of The Cooper Companies, Inc. | ● Industry ● Leadership | ☑ | | ● Compensation | ● The Cooper Companies, Inc. |
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 Albert White III serve as Class I Directors, with terms of office expiring at the Annual Meeting. •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 Annual Meeting, 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. As of the date of this proxy statement, the board of directors anticipates that Ms. Blank will step down on the date of the Annual Meeting, and has not initiated a search for Ms. Blank's replacement. Following the Annual Meeting the size of the board of directors will be reduced from seven to six. •David Moatazedi, Vikram Malik, and Karah Parschauer serve as Class III Directors, with terms of office expiring at the 2027 annual meeting of stockholders. 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 Gill and Albert White III are the board of directors’ nominees for election to the board of directors at the Annual Meeting. Mr. Gill was previously elected at our 2022 annual meeting of stockholders and Mr. White was appointed to our board of directors, upon the recommendation of our nominating and corporate governance committee, on July 1, 2024, and will stand for election for the first time at the Annual Meeting. The Class I directors will be elected to hold office until the 2028 annual meeting of stockholders 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 Gill and Albert White III as Class I 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.
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.
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 board of 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 diversity in the broadest sense, including nationality, gender, age, racial, and ethnic background. 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. As of April 25, 2025, the board of directors was comprised of 43% female members and 29% ethnically or racially diverse members. 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” below.
Information Regarding Directors
Information Regarding Directors The following table sets forth the name of each current director, including the nominees for Class I directors, together with their ages (as of April 18, 2025) and the year in which they became a director.
Information Regarding Directors
| Director | Age | Director Since | Term Expires | | Class I Directors: | | | | | David Gill | 70 | 2018 | 2025 | | Albert White III | 55 | 2024 | 2025 | | Class II Directors: | | | | | Simone Blank | 62 | 2018 | 2026 | | Brady Stewart | 49 | 2022 | 2026 | | Class III Directors: | | | | | David Moatazedi | 47 | 2018 | 2027 | | Vikram Malik | 62 | 2018 | 2027 | | Karah Parschauer | 47 | 2019 | 2027 |
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 18, 2025: •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.
Class I Directors/Director Nominees
Class I Directors/Director Nominees
Class I Directors/Director Nominees
| David Gill | | Albert White III | | | Age: 70 Evolus Board Service ● Tenure: 7 years (February 2018) ● Audit Committee (Chair) ● Compensation Committee (Chair) | | Age: 55 Evolus Board Service ● Tenure: 1 Year (July 2024) ● Compensation Committee | | | 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. White has served as a member of our board of directors since July 2024. Mr. White has served as President & Chief Executive Officer and a member of the board of directors of The Cooper Companies, Inc., a leading global medical device company in contact lenses, fertility and women’s health, since May 2018. Previously, he served as Chief Financial Officer from November 2016 until his appointment as Chief Executive Officer and he also served as Executive Vice President and Chief Strategy Officer, positions he held from December 2015 and July 2011, respectively. From August 2015 to May 2018, Mr. White also directed The Cooper Companies, Inc.’s women’s healthcare business and served as Chief Executive Officer of Cooper Medical Inc., the parent company to CooperSurgical. Previously, he served as Vice President, Investor Relations from November 2007 through March 2013 and as Vice President and Treasurer from April 2006 through December 2012. Prior to joining the Cooper Companies, Inc., Mr. White was a director with KeyBanc Capital Markets for three years and held a number of leadership positions within KeyBank National Association over the prior eight years. Mr. White received an M.B.A. and a B.S. in Finance from Virginia Tech University. | | | 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. White’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 Current ● The Cooper Companies, Inc. | May 2018-Present | |
Class II Directors
Class II Directors
Class II Directors
| Simone Blank | | Brady Stewart | | | Age: 62 Evolus Board Service ● Tenure: 7 years (January 2018) ● Audit Committee | | Age: 49 Evolus Board Service ● Tenure: 3 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 Annual Meeting 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, an incubator and accelerator for beauty brands. From May 2007 to April 2021, Mrs. Stewart held multiple roles at Levi Strauss & Co., a global apparel company, 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 Former - International Public Company ● APM Human Services International Pty. LTD (APX: APM) | November 2021 (initial public offering) - October 2024 | | Other Public Board Service ● N/A | |
Class III Directors
Class III Directors
Class III Directors
| David Moatazedi | | Vikram Malik | | | Age: 47 Evolus Board Service ● Tenure: 6 years (May 2018) | | Age: 62 Evolus Board Service ● Tenure: 7 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 from March 2005 to March 2017, 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 April 2014 to July 2023, Mr. Malik served on the board of directors of Aeon Biopharma. From May 2013 to June 2022, Mr. Malik served as the Managing Partner of Strathspey Crown Holdings Group, LLC, a growth equity firm. 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 the Company, 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 | | Other Public Board Service Current None Former ● Priveterra Acquisition Corp. | December 2020-July 2023 | |
Class III Directors
| Karah Parschauer | | | Age: 47 Evolus Board Service ● Tenure: 5 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. Mrs. Parschauer has held various roles at Ultragenyx Pharmacetuicals, Inc., a biopharmaceutical company, including as Chief Legal Officer & Corporate Affairs, Executive Vice President since February 2023, as Chief Legal Officer and Executive Vice President since December 2021 and as General Counsel and Executive Vice President since June 2016. Prior to Ultragenyx, Mrs. Parschauer served in various executive capacities, and most recently as Vice President, Associate General Counsel, at Allergan, 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 Former ● Anebulo Pharmaceuticals, Inc. | May 2021 (initial public offering) - November 2023 ● Arcturus Therapeutics Holdings, Inc. | June 2019-August 2021 | |
Class III Directors
The two director nominees receiving the highest number of affirmative votes will be elected as Class I directors to serve until the 2028 annual meeting of stockholders and until their respective successors are duly elected and qualified. Shares voted to “Withhold All” and broker non-votes will not be counted in determining the outcome of a director nominee’s election.
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.
2024 DIRECTOR COMPENSATION TABLE
2024 DIRECTOR COMPENSATION TABLE
2024 DIRECTOR COMPENSATION TABLE
| Name | Fees Earned or Paid in Cash ($) | Stock Awards(1)(2) ($) | Option Awards(1)(2) ($) | Total ($) | | Vikram Malik (Chairman) | 112,000 | 84,743 | 84,997 | 281,740 | | Simone Blank | 59,000 | 84,743 | 84,997 | 228,740 | | David Gill | 95,000 | 84,743 | 84,997 | 264,740 | | Robert Hayman(3) | 33,000 | 84,743 | 84,997 | 202,740 | | Karah Parschauer | 77,000 | 84,743 | 84,997 | 246,740 | | Brady Stewart | 72,000 | 84,743 | 84,997 | 241,740 | | Albert White III(4) | 29,000 | 255,000 | — | 284,000 |
2024 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 2024, computed in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 718. See Note 10. Stockholders’ Equity in the Notes to Consolidated Financial Statements in our Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 4, 2025, for a discussion of the assumptions we made in determining the grant date fair value of our equity awards. The grant date fair value of each stock award and each option award granted in 2024 is presented in the narrative preceding the table. (2) As of December 31, 2024, 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, 99,397 options and 10,966 restricted stock units, Ms. Blank, 99,397 options and 6,464 restricted stock units, Mr. Gill, 102,983 options and 6,464 restricted stock units, Mr. Hayman, 100,960 options and no restricted stock units, Mrs. Parschauer, 91,951 options and 6,464 restricted stock units, Mrs. Stewart, 19,603 options and 6,464 restricted stock units and Mr. White, 23,014 restricted stock units and no stock options. (3) Mr. Hayman stepped down from the board of directors effective July 1, 2024. (4) Mr. White was appointed to the board of directors effective July 1, 2024.
Executive Compensation Policies and Practices
| What We Do ☑ | What We Don’t Do ☒ | | Independent Compensation Committee. The compensation committee consists solely of independent directors who establish our compensation policies and practices. | No Guaranteed Compensation. No guaranteed cash incentives, equity compensation or salary increases for executive officers. | | Independent Compensation Consultant. During 2024, the compensation committee engaged the services of Radford, an Aon Company, to provide information, analysis and other advice to assist with its responsibilities. | No Excise Tax Payments. We do not provide any excise tax reimbursement payments for any severance or change-in-control payments (including “gross-ups”). | | Annual Executive Compensation Review. The compensation committee conducts an annual review and approval of our compensation strategy, including a review and determination of our compensation peer group used for comparative purposes. | No Excessive Perquisites. We provide minimal perquisites and other personal benefits to our NEOs. | | Emphasize Long-Term Equity Compensation. The compensation committee uses equity awards to deliver long-term incentive compensation opportunities to our executives, including our NEOs. These equity awards vest over multi-year periods, which serves our long-term value creation goals and retention objectives. In 2024, we included performance-based vesting awards in the equity grant program for our NEOs. | No stock options granted below fair market value. We do not grant any stock options with an exercise price below fair market value. | | Prohibition on Hedging and Pledging; Clawback Policy. Under our Insider Trading Policy, we prohibit our employees from hedging any Evolus securities and from pledging any Evolus securities as collateral for a loan. Our clawback policy provides that we will recover certain excess compensation in the event of an accounting restatement. | No stock option re-pricing. Our stock incentive plan prohibits the repricing of stock options without stockholder approval. |
Objectives, Philosophy and Elements of Compensation
Objectives, Philosophy and Elements of Compensation The overall objectives of our executive compensation policies and programs are to: •attract, retain and motivate superior executive talent; •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; •align our executives’ interests with those of our stockholders; •link pay to Company performance; and •offer pay opportunities that are competitive with the biotechnology market in which we compete in order to recruit and retain top talent, while maintaining reasonable cost and dilution to our stockholders. Our executive compensation program generally consists of, and is intended to strike a balance among, the following three principal components: base salary, annual performance-based bonuses and long-term incentive compensation. We also provide our executive officers with severance and change-in-control benefits, as well as other benefits available to all our employees, including retirement benefits under the Company’s 401(k) plan and participation in employee benefit plans. The compensation paid to our named executive officers consists of the following components:
Objectives, Philosophy and Elements of Compensation
| Types of Long-Term Equity-Based Incentives | | | | | Brief Description | Objectives | | Stock Options | Stock options granted to executives generally have an exercise price at fair market value and generally vest annually over four years, subject to continued employment, and have a ten-year term | • Align compensation with stockholders’ interests as the awards have value only to the extent the stock price increases above the grant price (the fair market value of the stock on the grant date) • Provide a retention incentive | | Restricted Stock Units (RSUs) | RSUs granted to executives generally vest annually over four years based on the passage of time and continued employment | • Provide a retention incentive that is aligned with stockholders, even during periods of stock price volatility • Aid in retention of key employees in a highly competitive market for talent • Align compensation with stockholders’ interests as the value of the award fluctuates with stock price | | Performance Restricted Stock Units (PRSUs) | PRSUs granted to executives are generally earned based on our achievement of pre-established performance or stock price goals and subject to a service-based vesting requirement | • Align compensation with stockholders’ interests as the value of the award fluctuates with stock price • Align compensation with long-term Company performance goals • Provide a retention incentive |
Role of our Independent Compensation Consultant
Role of our Independent Compensation Consultant The compensation committee has the sole authority to retain compensation consultants to assist in its evaluation of executive compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. For purposes of evaluating and deciding on compensation for each of our named executive officers in 2024, the compensation committee retained Radford, an independent compensation consultant, to assist the compensation committee in reviewing our compensation programs and to ensure that our compensation programs remain competitive in attracting and retaining talented executives. Radford assisted the compensation committee in developing a group of peer companies to use as a reference in making 2024 compensation decisions, evaluating current pay practices and considering different compensation programs and best practices. As described further below, Radford also prepared an analysis of our compensation practices with respect to base salaries, annual bonuses and long-term incentive grants against market practices. Radford reported directly to the compensation committee, which maintained the authority to direct their work and engagement, and advised the compensation committee from time to time. Radford interacted with management to gain access to Company information that is required to perform services and to understand the culture and policies of our organization. The compensation committee and Radford met in executive session with no members of management present as needed to address various compensation matters, including deliberations regarding the Chief Executive Officer’s compensation.
Use of Competitive Market Compensation Data
Use of Competitive Market Compensation Data We aim to attract and retain the most highly qualified executive officers in an extremely competitive market. Accordingly, the compensation committee believes that it is important when making its compensation decisions to be informed as to the current practices of comparable public companies with which we compete for talent. To this end, the compensation committee reviews market data for each executive officer’s position, compiled by Radford, as described below, including information relating to the compensation for executive officers in the commercial stage biotechnology and medical device industry. In developing a proposed list of our peer group companies to be used in connection with making compensation decisions for 2024, Radford recommended and the compensation committee selected publicly traded commercial stage companies in the aesthetic, eye and beauty industries with significant sales, marketing and branding. The peer group included selected companies that the compensation committee believed would be appropriate peers based on geography, industry focus, employee size, revenue performance, and market capitalization. Based on these criteria, in September 2023, Radford recommended, and our compensation committee approved, the following companies as our executive compensation peer group for 2024:
Use of Competitive Market Compensation Data
| Agenus Inc. | Coherus BioSciences, Inc. | | Anika Therapeutics, Inc. | Establishment Labs Holdings Inc. | | Arcutis Biotherapeutics, Inc. | Glaukos Corporation | | AVITA Medical, Inc. | Harrow, Inc. | | Axogen, Inc. | MiMedx Group, Inc. | | Bioventus Inc. | Revance Therapeutics, Inc. | | Cara Therapeutics, Inc. | The Beauty Health Company | | Cutera, Inc. | |
Use of Competitive Market Compensation Data
In January 2024, Radford completed an assessment of executive compensation data based on our peer group to inform the compensation committee’s determination of executive compensation for 2024. The market data used for this assessment was compiled from the selected peer group companies’ publicly disclosed compensation information, or public peer data, and data from the Radford Global Life Sciences Survey with respect to the 2024 selected peer group companies listed above, or the peer survey data. The peer survey data and the public peer data, collectively referred to as “market data”, was reviewed by the compensation committee, with the assistance of Radford, and used as a reference point, in addition to other factors, in setting our named executive officers’ compensation in 2024. The compensation committee refers to the survey data generally and does not focus on any particular company within the survey (other than the peer group companies noted above). The components of the market data were based on the availability of sufficient comparative data for an executive officer’s position. Radford prepared, and the compensation committee reviewed, a range of market data reference points (generally at the 25th, 50th, and 75th percentiles of the market data) with respect to base salary, performance bonuses, equity compensation (value based on an approximation of grant date fair value), total target cash compensation (including both base salary and the annual target performance bonus) and total direct compensation (total target cash compensation and equity compensation). The compensation committee’s general aim is for compensation to remain competitive with the market, falling above or below the median of the market data as appropriate based on corporate and individual executive performance and other factors the compensation committee deems appropriate. Due to our limited history as a public company and our evolving and growing business, we have not developed a specific market positioning or “benchmark” that we consistently aim for in setting compensation levels; instead our compensation committee determines each element of compensation, and total target cash and direct compensation, for each named executive officer based on various facts and circumstances appropriate for our Company in any given year. Competitive market positioning is only one of several factors, as described below under “Factors Used in Determining Executive Compensation,” that our compensation committee considers in making compensation decisions, and therefore individual named executive officer compensation may fall at varying levels as compared to the market data.
Performance-Based Cash Bonuses
Performance-Based Cash Bonuses Each of our named executive officers serving at the end of 2024, was eligible to receive an annual incentive bonus with a target amount equal to a percentage of his or her salary based on the achievement of corporate goals determined by our compensation committee, as described below.
Target Bonus Percentage for 2024
Target Bonus Percentage for 2024
Target Bonus Percentage for 2024
| Name | Target Bonus Percentage 2024 | | David Moatazedi | 100% | | Sandra Beaver | 45% | | Rui Avelar, M.D. | 45% | | Tomoko Yamagishi-Dressler | 45% |
Corporate Goals for 2024
| Category | Individual Goal Weight | Objectives | Individual Goal Achievement of Target | Total Weighted Bonus Achievement | | Financial Metrics (60%) | 35% | Achieve $260M in Net Revenue(1) | 102.4%(2) | 40.5% | | | 25% | Achievement of $6M Non-GAAP Operating Loss(3)(4) | 127%(5) | 31.7% | | Key Performance Metrics (35%) | 10% | Achievement of specified research and development objectives including submission of pre-market approval applications for the Evolysse™ collection of injectable hyaluronic acid gels, achievement of CE mark certification for the Evolysse collection(6) | 100.0% | 10.0% | | | 5% | Achievement of the medical education of a pre-set number of health care practitioners(6) | 115.6% | 5.8% | | | 10% | Achievement of pre-set new customer additions and consumer enrollments in the Evolus Rewards consumer loyalty program(6) | 120.0% | 12.0% | | | 10% | Achievement of certain pre-set geographical expansion objectives(6) | 100.0% | 10.0% | | Talent (5%) | 5% | Achievement of a pre-set regrettable turnover percentage(6) | 200.0% | 10.0% | | Total | 100% | | | 120.0% |
Corporate Goals for 2024
(1) For this portion of the bonus program, the threshold for the Net Revenue metric was a 50% payout if the Company achieved $215M in net revenue and a maximum 200% payout if the Company achieves $300M or more in net revenue. (2) The Company achieved $266.3M in net revenue. (3) For this portion of the bonus program, the threshold for the Non-GAAP Operating Loss metric was a 100% payout if the Company achieved a non-GAAP operating loss of $6M and a maximum 200% payout if the Company achieved a positive non-GAAP operating income. (4) Non-GAAP income (loss) from operations is a non-GAAP measure. Non-GAAP income (loss) from operations is derived from our reported GAAP (loss) from operations. The non-GAAP measure excludes (i) the revaluation of contingent royalty obligations, (ii) stock-based compensation expense, and (iii) depreciation and amortization. (5) The Company achieved $0.25M in non-GAAP operating income. (6) For this portion of the bonus program, the compensation committee selected a performance goal that it considered aggressive, meaning that it is a goal that was considered achievable, but only with a high degree of diligence and success in execution.
Bonus Amounts Earned for 2024
Bonus Amounts Earned for 2024 In January 2025, the compensation committee awarded each of our NEOs the performance bonuses in the amounts reflected in the table below, 120% of each NEO’s target annual bonus.
Bonus Amounts Earned for 2024
| Name | Annual Target Bonus 2024 | Actual Bonus 2024 | | David Moatazedi | $750,000 | $900,000 | | Sandra Beaver | $217,350 | $260,800 | | Rui Avelar, M.D. | $233,730 | $280,500 | | Tomoko Yamagishi-Dressler | $194,220 | $233,100 |
Long-Term Incentive Compensation
Long-Term Incentive Compensation Our equity-based incentive awards are designed to align our interests and the interests of our current and future stockholders with those of our employees, non-employee directors and consultants, including our named executive officers. Our compensation committee is responsible for approving equity grants for our executive officers. All equity compensation awards for our named executive officers in 2024 were granted pursuant to our 2017 Omnibus Incentive Plan. 2024 Equity Awards In February 2024, each named executive officer was granted (i) a restricted stock unit award , (ii) a stock option award and (iii) a PRSU award (the “PRSU Awards”). Each named executive officer’s restricted stock units and stock options granted in 2024 vest over a period of four years, with one-quarter of the shares subject to each award scheduled to vest annually on each anniversary of the grant date, provided such executive remains in continuous service through the applicable vesting date. The vesting of shares underlying each named executive officer’s PRSU Award is based on the Company’s revenue and non-GAAP operating profit over a two-year performance period consisting of 2024 and 2025, each weighted as 50% of the PRSU Award. Each award will vest as to 50% of the target number of shares subject to the award upon achievement of a threshold level of performance, 100% of the target number of shares subject to the award upon achievement of a target level of performance and 200% of the target number of shares subject to the award upon achievement of a maximum level of performance. Vesting will be determined on a straight-line basis for performance between those points. To the extent that any RSUs subject to the PRSU Award are eligible to vest based on the achievement of the performance measures, one-half of such RSUs will become vested and payable on each of February 5, 2026 and February 5, 2027. Given our stage in the Company’s lifecycle and business challenges experienced, we believe the revenue and non-GAAP operating profit goals represent the key drivers of the success of the strategic plan and delivering stockholder value. The compensation committee believes that the use of these key financial metrics as equity incentive performance goals is critical to focus management’s efforts on achieving important strategic goals and objectives over both short and long term horizons. For the February 2024 equity award grants, with respect to Mr. Moatazedi, his restricted stock unit award, stock option award and PRSU award each comprised of approximately 33.3% of the total long term equity compensation granted to him, and with respect to Mrs. Beaver, Dr. Avelar and Mrs. Yamagishi-Dressler, each restricted stock unit award comprised of 40% of the long term equity compensation granted to each executive officer, each stock option award comprised of 40% of the long term equity compensation granted to each executive officer, and each PRSU award comprised of 20% of the long term equity compensation granted to each executive officer. A summary of the February 2024 equity awards is set forth below.
Long-Term Incentive Compensation
| Name | Restricted Stock Unit Award (# of shares) | Stock Option Award (# of shares) | Performance Restricted Stock Unit Award (# of shares) | | David Moatazedi | 134,976 | 181,460 | 134,977 | | Sandra Beaver | 35,211 | 47,337 | 17,606 | | Rui Avelar, M.D. | 35,211 | 47,337 | 17,606 | | Tomoko Yamagishi-Dressler | 24,648 | 33,136 | 12,324 |
Long-Term Incentive Compensation
2024 Chief Medical Officer PRSU Award Grant In December 2024, to incentivize and reward Dr. Avelar’s performance and contributions to the Company, Dr. Avelar was granted an additional award of 79,052 PRSUs (the “CMO PRSU Award”). The shares underlying the CMO PRSU Award will vest based on the attainment of each of three particular goals related to certain regulatory approvals of the Evolysse™ collection of injectable hyaluronic acid gels for a period beginning in 2025 and ending in 2027. One-third of the shares will vest if the Company receives FDA approval of certain Company products before December 31, 2025 and another one-third will vest based on the approval of an additional particular Company product before each of December 31, 2026 and 2027. A maximum of 100% of shares are eligible to vest based on achievement of the performance goals. The compensation committee believed that the goals under the CMO PRSU Award, while challenging, are attainable with particularly good performance. Performance under 2023 PRSU Award The Company granted PRSUs to the named executive officers, except Mrs. Yamagishi-Dressler, in January 2023 that were scheduled to vest: (1) as to six-thirtieths of the award on the date the Company acquired a dermal filler company or product prior to March 31, 2024 and each of the first and second anniversaries of such date and (2) as to an additional four-thirtieths of the award on the date the Company acquired a company or product other than a dermal filler company or product prior to March 31, 2024 and each of the first and second anniversaries of such date. In August 2023, the compensation committee certified that the first milestone had been achieved with the Company’s entry into an exclusive licensing agreement with Symatese S.A.S. In February 2024, the compensation committee certified that the second milestone had been achieved with the Company’s entry into an exclusive licensing agreement with Symatese Aesthetics S.A.S.
Other Features of our Executive Compensation Program
Other Features of our Executive Compensation Program To assist us in attracting and retaining key executives, our NEOs are eligible to participate in the same health, welfare, and insurance benefit plans in which our other salaried employees are generally able to participate. We do not maintain plans providing non-qualified deferred compensation or pension benefits for any of our employees. Beginning in 2021, we began offering supplemental disability insurance to our executive officers. In May 2018, we adopted the Evolus, Inc. Retirement Plan, a tax‑qualified retirement plan that provides eligible employees with an opportunity to save for retirement on a tax advantaged basis. All participants’ interests in their deferrals are 100% vested when contributed. We contribute a $1.00 match for every $1.00 contributed by a participating employee up to 3% of their annual salary, and a $0.50 match for every $1.00 deferred by a participating employee in excess of 3% and up to 5% of their annual salary up to an annual maximum of $7,000 in 2022, $13,200 in 2023 and $13,800 in 2024, with such matching contributions becoming fully vested as of the date on which the contribution is made. Pre‑tax contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participant’s direction. This retirement plan is intended to qualify under Sections 401(a) and 501(a) of the Code. As a tax‑qualified retirement plan, contributions to this plan and earnings on those contributions are not taxable to the employees until distributed from the plan, and all contributions are deductible by us when made. Our employment agreements with each of our named executive officers, described under “Executive Compensation Tables — Employment Agreements with our Named Executive Officers” and “Payments Upon Termination or Change in Control” below, provide them certain benefits if their employment is terminated, including a termination following a change in control but excluding a termination by the Company for cause or a voluntary termination by the named executive officer without good reason. The compensation committee believes these benefits are important tools for retaining the services of our named executive officers and helping to align the interests of our named executive officers with those of our stockholders. The details and amounts of these benefits are described below under “Potential Payments Upon Termination or Change in Control.” We provided limited perquisites to our executive officers. During 2024, we paid the cost for Mr. Moatazedi’s spouse to attend, and for certain personal expenses associated with Mr. Moatazedi’s attendance at, the Company’s annual President’s Club event to recognize the Company’s highest performing sales employees. We believe there is a benefit to the business from these expenses, but we disclose them as perquisites in accordance with applicable SEC rules. We also maintain compensation and governance-related policies, including a clawback policy, insider trading policy and policy on pledging and hedging shares, all as described under “Corporate Governance” above, that we believe represent current best practices.
Policies and Practices Related to the Timing of Grants of Certain Equity Awards
Policies and Practices Related to the Timing of Grants of Certain Equity Awards Equity grants made to our named executive officers must be approved by the compensation committee of the board of directors. Timing of Grants Our practice is to grant annual equity awards at a regularly-scheduled meeting of the compensation committee held in the first quarter of each year after the Company’s earnings release for the recently-completed fiscal year. In addition, the compensation committee may make grants at other times during the year for new hires or for other reasons, including for job promotions and retention purposes. Our compensation committee did not take material nonpublic information into account when determining the timing and terms of equity awards in 2024, and we do not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Option Exercise Price The exercise price of a newly granted option is the closing price of the Company’s common stock on the grant date.
2024 SUMMARY COMPENSATION TABLE
2024 SUMMARY COMPENSATION TABLE The following table provides information concerning the compensation paid to our named executive officers for the years ended December 31, 2024, 2023 and 2022.
2024 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 | 2024 | $ | 743,750 | $ | — | $ | 3,549,882 | $ | 1,777,038 | $ | 900,000 | $ | 28,207 | $ | 6,998,877 | | President and Chief Executive Officer | 2023 | $ | 687,500 | $ | — | $ | 7,417,415 | $ | 2,075,862 | $ | 1,017,800 | $ | 41,870 | $ | 11,240,447 | | | 2022 | $ | 596,875 | $ | — | $ | 1,170,002 | $ | 1,161,522 | $ | 643,200 | $ | 27,991 | $ | 3,599,590 | | Sandra Beaver | 2024 | $ | 477,625 | $ | — | $ | 694,544 | $ | 463,571 | $ | 260,800 | $ | 14,783 | $ | 1,911,323 | | Chief Financial Officer | 2023 | $ | 437,500 | $ | — | $ | 1,027,634 | $ | 691,957 | $ | 287,890 | $ | 14,756 | $ | 2,459,737 | | | 2022 | $ | 136,818 | $ | 100,000 | $ | 330,174 | $ | 1,125,002 | $ | 135,100 | $ | 313 | $ | 1,827,407 | | Rui Avelar, M.D. | 2024 | $ | 515,725 | $ | — | $ | 1,609,966 | $ | 463,571 | $ | 280,500 | $ | 14,851 | $ | 2,884,613 | | Chief Medical Officer and Head of Research and Development | 2023 | $ | 487,750 | $ | — | $ | 1,414,034 | $ | 691,957 | $ | 320,610 | $ | 14,827 | $ | 2,929,178 | | | 2022 | $ | 469,000 | $ | — | $ | 292,498 | $ | 290,381 | $ | 202,400 | $ | 10,633 | $ | 1,264,912 | | Tomoko Yamagishi-Dressler(5) | 2024 | $ | 429,525 | $ | — | $ | 486,182 | $ | 324,501 | $ | 233,100 | $ | 14,749 | $ | 1,488,057 | | Chief Marketing Officer | 2023 | $ | 151,302 | $ | 35,000 | $ | 595,565 | $ | 595,563 | $ | 271,530 | $ | 43,161 | $ | 1,692,121 | | | 2022 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — |
2024 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 10. Stockholders’ Equity in the Notes to Consolidated Financial Statements in our Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 4, 2025, for a discussion of the assumptions we made in determining the grant date fair value of our equity awards. (2) As described under “Compensation Discussion and Analysis” above, we granted each of the NEOs an award of performance-based restricted stock units in each of January 2023 (excluding Mrs. Yamagishi-Dressler) and February 2024 the PRSU Awards, that vest based on our achievement of certain operational goals. In December 2024, we granted Dr. Avelar an award of performance-based restricted stock units that vest based on our achievement of certain regulatory approval milestones for a period ending in 2027. 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 each 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 and the CMO PRSU Award, 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 NEO as stock award compensation for 2023 and 2024, respectively, 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 NEOs in 2023 and 2024, respectively (determined as described above as of the grant date of the awards), included in the Stock Awards column for that NEO 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:
2024 SUMMARY COMPENSATION TABLE
| Performance-Based RSU Awards | | | | | Award | Year | Grant Date Fair Value Included in Summary Compensation Table | Grant Date Fair Value Based on Maximum Performance | | David Moatazedi – PRSU Award | 2024 | $1,774,948 | $3,549,896 | | David Moatazedi – PRSU Award | 2023 | $1,568,301 | $1,568,301 | | David Moatazedi – Stock Price RSU Award | 2023 | $3,774,000 | $5,000,800 | | Sandra Beaver - PRSU Award | 2024 | $231,519 | $463,038 | | Sandra Beaver - PRSU Award | 2023 | $336,067 | $336,067 | | Rui Avelar, M.D. - CMO PRSU Award | 2024 | $915,422 | $915,422 | | Rui Avelar, M.D. - PRSU Award | 2024 | $231,519 | $463,038 | | Rui Avelar, M.D. - PRSU Award | 2023 | $336,067 | $336,067 | | Tomoko Yamagishi-Dressler - PRSU Award | 2024 | $162,061 | $324,122 |
2024 SUMMARY COMPENSATION TABLE
(3) As described in the Compensation Discussion and Analysis, these values represent annual performance-based cash bonuses for each NEO paid by us, which were based on achievement of pre-determined financial metrics and key performance metrics by the compensation committee of our board of directors for the years presented. (4) The table below shows the components of “All Other Compensation” for each of our NEOs.
2024 SUMMARY COMPENSATION TABLE
| | Year | Company 401(k) Matching Contribution (A) | Insurance Premiums (B) | President's Club Sales Incentive Trip (C) | Relocation Expenses (D) | | David Moatazedi | 2024 | $13,800 | $1,665 | $13,341 | $— | | | 2023 | $13,200 | $1,665 | $27,005 | $— | | Sandra Beaver | 2024 | $13,800 | $1,583 | $— | $— | | | 2023 | $13,200 | $1,556 | $— | $— | | Rui Avelar, M.D. | 2024 | $13,800 | $1,651 | $— | $— | | | 2023 | $13,200 | $1,627 | $— | $— | | Tomoko Yamagishi-Dressler | 2024 | $13,800 | $1,549 | $— | $— | | | 2023 | $4,150 | $516 | $— | $38,495 |
2024 SUMMARY COMPENSATION TABLE
(A) Represents Company matching contributions under the Company’s 401(k) plan. (B) Represents premiums paid on behalf of NEOs under the Company’s life insurance plan and supplemental disability insurance plan. (C) Represents the incremental cost for Mr. Moatazedi’s spouse to attend, and certain personal expenses paid for by the Company in connection with Mr. Moatazedi’s attendance at, the Company’s President’s Club event to recognize the Company’s highest performing sales employees. (D) Represents expenses paid by the Company in connection with Mrs. Yamagishi-Dressler’s relocation in connection with joining the Company. (5) Mrs. Yamagishi-Dressler joined the Company as Chief Marketing Officer in August 2023.
GRANTS OF PLAN-BASED AWARDS
GRANTS OF PLAN-BASED AWARDS The following table summarizes the incentive awards granted to each of our named executive officers in 2024.
GRANTS OF PLAN-BASED AWARDS
| | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | | | | | | | | | Threshold (#) | Target (#) | Maximum (#) | | | | | | Name | Award Type(1) | Grant Date | Threshold ($) | Target ($) | Maximum ($) | | | | 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 ($/Share) | Grant Date Fair Value of Stock and Option Awards ($) (3) | | David Moatazedi | PRSU | 2/7/2024 | — | — | — | 67,488 | 134,976 | 269,952 | — | — | — | 1,774,948 | | President and Chief Executive Officer | RSU | 2/7/2024 | — | — | — | — | — | — | 134,976 | — | — | 1,774,934 | | | Option Grant | 2/7/2024 | — | — | — | | | | | 181,460 | 13.15 | 1,777,038 | | | Cash Bonus | – | — | 750,000 | 1,500,000 | — | — | — | — | — | — | — | | Sandra Beaver | PRSU | 2/7/2024 | — | — | — | 8,803 | 17,606 | 35,212 | — | — | — | 231,519 | | Chief Financial Officer | RSU | 2/7/2024 | — | — | — | — | — | — | 35,211 | — | — | 463,025 | | | Option Grant | 2/7/2024 | — | — | — | — | — | — | — | 47,337 | 13.15 | 463,571 | | | Cash Bonus | – | — | 217,350 | 434,700 | — | — | — | — | — | — | — | | Rui Avelar, M.D. | PRSU | 2/7/2024 | — | — | — | 8,803 | 17,606 | 35,212 | — | — | — | 231,519 | | Chief Medical Officer and Head of Research and Development | PRSU | 12/12/2024 | — | — | — | 26,350 | 79,052 | 79,052 | | — | — | 915,422 | | | RSU | 2/7/2024 | — | — | — | — | — | — | 35,211 | — | — | 463,025 | | | Option Grant | 2/7/2024 | — | — | — | — | — | — | — | 47,337 | 13.15 | 463,571 | | | Cash Bonus | – | — | 233,730 | 467,460 | — | — | — | — | — | — | — | | Tomoko Yamagishi-Dressler | PRSU | 2/7/2024 | — | — | — | 6,162 | 12,324 | 24,648 | — | — | — | 162,061 | | Chief Marketing Officer | RSU | 2/7/2024 | — | — | — | — | — | — | 24,648 | — | — | 324,121 | | | Option Grant | 2/7/2024 | — | — | — | — | — | — | — | 33,136 | 13.15 | 324,501 | | | Cash Bonus | – | — | 194,220 | 388,440 | — | — | — | — | — | — | — |
GRANTS OF PLAN-BASED AWARDS
(1) Incentive plan awards presented in the table above consist of: (A) Annual cash bonuses payable under the Company’s performance-based cash bonus plan. The maximum potential payout is 200% of target for each NEO; (B) Awards of PRSUs that only vest upon the achievement of pre-determined operational goals. The PRSUs vest over a two-year performance period, with a maximum potential program payout of 200% of target; (C) Annual RSU and stock option awards granted to each NEO under our 2017 Omnibus Incentive Plan, each of which vests annually over four years; and (D) Special CMO Award of PRSUs granted to Dr. Avelar on December 12, 2024, which only vests upon the achievement of pre-determined regulatory target goals over a three-year performance period, with a maximum potential payout under this grant of 100% of target. Please see the Compensation Discussion and Analysis above for more information about our executive incentive compensation programs. (2) The amounts shown in these columns represent the possible payouts under the 2024 performance-based cash bonus plan based on achievement levels for certain specified Company performance criteria. The actual amounts paid pursuant to the 2024 performance-based cash bonus plan are reported in the Summary Compensation Table in the “Non-Equity Incentive Plan Compensation” column. The 2024 performance-based cash incentive plan is described under “Compensation Discussion and Analysis—Performance-Based Cash Bonuses” above. (3) Represents the aggregate grant date fair value of stock and option awards granted during 2024, computed in accordance with FASB ASC Topic 718. As required by applicable SEC rules, the accounting fair value of the PRSU Awards and the CMO PRSU Award 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 and the CMO PRSU Award, 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 2024 based on the “target” number of shares subject to the awards. For more information on the valuation assumptions used to determine the grant date fair values of equity awards made to executive officers in 2024, see Note 10. Stockholders’ Equity in the Notes to Consolidated Financial Statements in our Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 4, 2025.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table provides information regarding outstanding equity awards held by each of our named executive officers as of December 31, 2024:
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| | Option Awards(1) | | | | | | Stock Awards(1)(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 | 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 | 1,006,079 | 1,006,079 | — | 7.28 | 5/6/2028 | — | — | — | — | | President and Chief Executive Officer | 1/23/2019 | 125,000 | 125,000 | — | 16.19 | 1/23/2029 | — | — | — | — | | | 1/23/2020 | 141,910 | 141,910 | — | 10.19 | 1/23/2030 | — | — | — | — | | | 1/27/2021 | — | — | — | — | — | 66,667(3) | 736,004 | — | — | | | 3/26/2021 | — | — | — | — | — | 12,214(3) | 134,843 | — | — | | | 1/24/2022 | 155,281 | 1 | 155,280(3) | 5.46 | 1/24/2032 | 107,144(3) | 1,182,870 | — | — | | | 1/25/2023 | 257,009 | 64,252 | 192,757(3) | 11.04 | 1/25/2033 | 140,946(3) | 1,556,044 | — | — | | | 1/27/2023 | — | — | — | — | — | 51,001(4) | 563,051 | — | — | | | 5/8/2023 | — | — | — | — | — | — | — | 560,000(5) | 6,182,400 | | | 2/7/2024 | 181,460 | — | 181,460(3) | 13.15 | 2/7/2034 | 134,976(3) | 1,490,135 | 134,977(6) | 1,490,146 | | Sandra Beaver | 9/5/2022 | 169,158 | 84,578 | 84,580(3) | 9.06 | 9/5/2032 | 18,222(3) | 201,171 | – | — | | Chief Financial Officer | 1/25/2023 | 85,670 | 21,417 | 64,253(3) | 11.04 | 1/25/2033 | 46,982(3) | 518,681 | – | — | | | 1/27/2023 | — | — | — | — | — | 10,929(4) | 120,656 | — | — | | | 2/7/2024 | 47,337 | — | 47,337(3) | 13.15 | 2/7/2034 | 35,211(3) | 388,729 | 17,606(6) | 194,370 | | Rui Avelar, M.D. | 1/6/2018 | 189,682 | 189,682 | — | 9.98 | 1/6/2028 | — | — | — | — | | Chief Medical Officer and Head of Research and Development | 1/23/2019 | 60,000 | 60,000 | — | 16.19 | 1/23/2029 | — | — | — | — | | | 1/23/2020 | 45,000 | 45,000 | — | 10.19 | 1/23/2030 | — | — | — | — | | | 1/27/2021 | — | — | — | — | — | 22,500(3) | 248,400 | — | — | | | 1/24/2022 | 77,640 | 38,820 | 38,820(3) | 5.46 | 1/24/2032 | 26,786(3) | 295,717 | — | — | | | 1/25/2023 | 85,670 | 21,417 | 64,253(3) | 11.04 | 1/25/2033 | 73,232(3) | 808,481 | — | — | | | 1/27/2023 | — | — | — | — | — | 10,929(4) | 120,656 | — | — | | | 2/7/2024 | 47,337 | — | 47,337(3) | 13.15 | 2/7/2034 | 35,211(3) | 388,729 | 17,606(6) | 194,370 | | | 12/12/2024 | — | — | — | — | — | 26,351(3) | 290,915 | 52,702(7) | 581,830 | | Tomoko Yamagishi-Dressler | 8/21/2023 | 83,555 | 20,888 | 62,667(3) | 9.40 | 8/21/2033 | 47,519(3) | 524,610 | — | — | | Chief Marketing Officer | 2/7/2024 | 33,136 | — | 33,136(3) | 13.15 | 2/7/2034 | 24,648(3) | 272,114 | 12,324(6) | 136,057 |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
(1) Unless otherwise noted, all of the equity awards set forth above have been granted under the 2017 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, and Mrs. Yamagishi-Dressler’s stock options and restricted stock units granted on August 21, 2023 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 awards, as presented here, was calculated based on the $11.04 closing price of a share of our common stock as of December 31, 2024 (which was the last trading day in our fiscal year). (3) Reflects the unvested portions of the stock option and restricted stock unit awards that comprise each NEO’s annual long-term equity incentive award. Twenty-five percent of the total shares subject to each option or comprising the restricted stock unit award vest each year on the first four anniversaries of the grant dates set forth above, subject to the NEO’s continuous service through each vesting date. (4) Reflects the unvested portion of the PRSUs awarded in January 2023, 20% of which are scheduled to vest on May 9, 2025 and 13% of which are scheduled to vest on December 20, 2025, in each case subject to continuous service through the applicable vesting date. For a discussion of the vesting of 2023 PRSU awards in 2024, please see the “Compensation Discussion and Analysis—Performance under 2023 PRSU Award” above. (5) Reflects Mr. Moatazedi’s May 2023 Stock Price-Based RSU Award. This award is subject to both time-based and performance-based vesting conditions. The time-based vesting conditions are satisfied with respect to 25% of the award on each of the first four anniversaries of the grant date. The performance-based vesting condition will be met with respect to 40% of the award if the Company achieves a average per-share closing price for twenty consecutive days that equals or exceeds $30 and 60% of the award if the Company achieves such average share price that equals or exceeds $50.00 within the period beginning on the grant date and ending on the fifth anniversary of the grant date. No portion of the award has actually vested because neither of the applicable share price goals has yet been achieved. (6) Reflects the unvested PRSUs awarded in February 2024 at the target level of performance. The vesting of shares underlying each named executive officer’s PRSU Award is based on the Company’s revenue and non-GAAP operating profit over a two-year performance period consisting of 2024 and 2025, each weighted as 50% of the PRSU Award. Each award will vest as to 50% of the target number of shares subject to the award upon achievement of a threshold level of performance, 100% of the target number of shares subject to the award upon achievement of a target level of performance and 200% of the target number of shares subject to the award upon achievement of a maximum level of performance. Vesting will be determined on a straight-line basis for performance between those points. To the extent that any RSUs subject to the PRSU Award are eligible to vest based on the achievement of the performance measures, one-half of such RSUs will become vested and payable on each of February 5, 2026 and February 5, 2027, in each case subject to continuous service through the applicable vesting date. (7) Reflects Dr. Avelar’s December 2024 CMO PRSU Award. One-third of the shares underlying the CMO PRSU Award will vest if the Company receives FDA approval of certain Company products before December 31, 2025 and another one-third will vest based on the approval of an additional particular Company product before each of December 31, 2026 and 2027.
OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2024
OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2024 The following table presents information regarding the options exercised by each NEO and the common stock acquired by each NEO upon the vesting of equity awards during fiscal year 2024.
OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2024
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise(1) | Number of Shares Acquired on Vesting | Value Realized on Vesting(1) | | David Moatazedi | 331,218 | $2,092,268 | 411,351 | $5,078,643 | | Sandra Beaver | — | $— | 40,072 | $501,202 | | Rui Avelar, M.D. | — | $— | 82,104 | $969,104 | | Tomoko Yamagishi-Dressler | — | $— | 15,839 | $248,039 |
OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2024
(1) The dollar amounts shown are determined by multiplying the number of shares that vested (or, in the case of options, were exercised) by the per-share closing price of our common stock on the vesting date (or, in the case of options, the option exercise date).
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL The information in this section describes the benefits that may become payable to our named executive officers in connection with a termination of their employment with the Company and/or a change in control of the Company as of December 31, 2024. Mr. Moatazedi Under the Moatazedi employment agreement and subject to Mr. Moatazedi executing a release of claims, upon the Company’s termination of Mr. Moatazedi’s employment without cause or if Mr. Moatazedi resigns for “good reason” (as defined in the Moatazedi employment agreement), the Company is required to pay severance to Mr. Moatazedi equal to (i) eighteen months of his base salary paid in a lump sum plus an amount equal to his target annual bonus for the calendar year in which such termination occurs, (ii) a lump sum payment of the amount Mr. Moatazedi would be expected to pay in order to continue medical coverage pursuant to COBRA for eighteen months and (iii) a lump sum payment of Fifteen Thousand Dollars ($15,000) as outplacement assistance. If, however, such a termination of Mr. Moatazedi’s employment occurs within three months prior to, upon, or within twelve months after a “change in control” event (as defined in the Moatazedi employment agreement), Mr. Moatazedi is instead entitled, subject to Mr. Moatazedi executing a release of claims, to the following benefits: (i) severance equal to twenty-four months of his base salary paid in a lump sum plus 150% of his annual target bonus for the calendar year in which such termination occurs, (ii) a lump sum payment of the amount Mr. Moatazedi would be expected to pay in order to continue medical coverage pursuant to COBRA for eighteen months, (iii) a lump sum payment of Fifteen Thousand Dollars ($15,000) as outplacement assistance and (iv) accelerated vesting of all time- and service-based vesting conditions applicable to his outstanding Company equity awards (with any performance-based vesting to be determined as provided in the applicable award agreement). Payments or benefits payable to Mr. Moatazedi under his employment agreement or otherwise will, to the extent applicable, either be reduced to avoid excise taxes under Section 280G of the Internal Revenue Code of 1986, as amended, or the Code, or be paid in full (with Mr. Moatazedi paying any such excise taxes), whichever option places him in the best after-tax position. Mrs. Beaver Under the Beaver employment agreement and subject to Mrs. Beaver executing a release of claims, upon the Company’s termination of Mrs. Beaver’s employment without cause or if Mrs. Beaver resigns for “good reason” (as defined in the Beaver employment agreement), the Company is required to pay severance to Mrs. Beaver equal to (i) twelve months of her base salary paid in a lump sum plus a pro-rated portion of her annual bonus payable for the calendar year in which such termination occurs, (ii) a lump sum payment of the amount Mrs. Beaver would be expected to pay in order to continue medical coverage pursuant to COBRA for twelve months and (iii) a lump sum payment of Fifteen Thousand Dollars ($15,000) as outplacement assistance. If, however, such a termination of Mrs. Beaver’s employment occurs within three months prior to, upon, or within twelve months after a “change in control” event (as defined in the Beaver employment agreement), Mrs. Beaver is instead entitled, subject to Mrs. Beaver executing a release of claims, to the following benefits: (i) severance equal to eighteen months of her base salary paid in a lump sum plus 100% of her annual target bonus payable for the calendar year in which such termination occurs, (ii) a lump sum payment of the amount Mrs. Beaver would be expected to pay in order to continue medical coverage pursuant to COBRA for eighteen months, (iii) a lump sum payment of Fifteen Thousand Dollars ($15,000) as outplacement assistance and (iv) accelerated vesting of all time- and service-based vesting conditions applicable to her outstanding Company equity awards (with any performance-based vesting to be determined as provided in the applicable award agreement). Payments or benefits payable to Mrs. Beaver under her employment agreement or otherwise will, to the extent applicable, either be reduced to avoid excise taxes under Section 280G of the Code or be paid in full (with Mrs. Beaver paying any such excise taxes), whichever option places her in the best after-tax position. Dr. Avelar Under the Avelar employment agreement and subject to Dr. Avelar executing a release of claims, upon the Company’s termination of Dr. Avelar’s employment without cause or if Dr. Avelar resigns for “good reason” (as defined in the Avelar employment agreement), the Company is required to pay severance to Dr. Avelar equal to (i) twelve months of his base salary paid in a lump sum plus a pro-rated portion of his annual bonus payable for the calendar year in which such termination occurs, (ii) a lump sum payment of the amount Dr. Avelar would be expected to pay in order to continue medical coverage pursuant to COBRA for twelve months and (iii) a lump sum payment of Fifteen Thousand Dollars ($15,000) as outplacement assistance. If, however, such a termination of Dr. Avelar’s employment occurs within three months prior to, upon, or within twelve months after a “change in control” event (as defined in the Avelar employment agreement), Dr. Avelar is instead entitled, subject to Dr. Avelar executing a release of claims, to the following benefits: (i) severance equal to eighteen months of his base salary paid in a lump sum plus 100% of his annual target bonus payable for the calendar year in which such termination occurs, (ii) a lump sum payment of the amount Dr. Avelar would be expected to pay in order to continue medical coverage pursuant to COBRA for eighteen months, (iii) a lump sum payment of Fifteen Thousand Dollars ($15,000) as outplacement assistance and (iv) accelerated vesting of all time- and service-based vesting conditions applicable to his outstanding Company equity awards (with any performance-based vesting to be determined as provided in the applicable award agreement). Payments or benefits payable to Dr. Avelar under his employment agreement or otherwise will, to the extent applicable, either be reduced to avoid excise taxes under Section 280G of the Code or be paid in full (with Dr. Avelar paying any such excise taxes), whichever option places him in the best after-tax position. Mrs. Yamagishi-Dressler
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
Under the Yamagishi-Dressler employment agreement and subject to Mrs. Yamagishi-Dressler executing a release of claims, upon the Company’s termination of Mrs. Yamagishi-Dressler’s employment without cause or if Mrs. Yamagishi-Dressler resigns for “good reason” (as defined in the Yamagishi-Dressler employment agreement), the Company is required to pay severance to Mrs. Yamagishi-Dressler equal to (i) twelve months of her base salary paid in a lump sum plus a pro-rated portion of her annual bonus payable for the calendar year in which such termination occurs, (ii) a lump sum payment of the amount Mrs. Yamagishi-Dressler would be expected to pay in order to continue medical coverage pursuant to COBRA for twelve months and (iii) a lump sum payment of Fifteen Thousand Dollars ($15,000) as outplacement assistance. If, however, such a termination of Mrs. Yamagishi-Dressler ’s employment occurs within three months prior to, upon, or within twelve months after a “change in control” event (as defined in the Yamagishi-Dressler employment agreement), Mrs. Yamagishi-Dressler is instead entitled, subject to Mrs. Yamagishi-Dressler executing a release of claims, to the following benefits: (i) severance equal to eighteen months of her base salary paid in a lump sum plus 100% of her annual target bonus payable for the calendar year in which such termination occurs, (ii) a lump sum payment of the amount Mrs. Yamagishi-Dressler would be expected to pay in order to continue medical coverage pursuant to COBRA for eighteen months, (iii) a lump sum payment of Fifteen Thousand Dollars ($15,000) as outplacement assistance and (iv) accelerated vesting of all time- and service-based vesting conditions applicable to her outstanding Company equity awards (with any performance-based vesting to be determined as provided in the applicable award agreement). Payments or benefits payable to Mrs. Yamagishi-Dressler under her employment agreement or otherwise will, to the extent applicable, either be reduced to avoid excise taxes under Section 280G of the Code or be paid in full (with Mrs. Yamagishi-Dressler paying any such excise taxes), whichever option places her in the best after-tax position.
CEO PAY RATIO
CEO PAY RATIO Under SEC rules, we are required to calculate and disclose the annual total compensation of our median employee, as well as the ratio of the annual total compensation of our median employee as compared to the annual total compensation of our chief executive officer, David Moatazedi (“Chief Executive Officer Pay Ratio”). To identify our median employee, we used the following methodology: •To determine our total population of employees, we included all full-time and part-time employees as of December 31, 2024. •To identify our median employee from our employee population, we calculated the annual target amount of each employee’s (other than Mr. Moatazedi) 2024 base salary using a reasonable estimate of the hours worked and no overtime for hourly employees, bonus or commission, as applicable, and the aggregate grant date fair value of equity awards granted in 2024 as our compensation measure that we consistently applied to all employees. •In making this determination, we annualized the base salary and target bonus compensation of employees who were employed by us for less than the entire fiscal year. For 2024, the annual total compensation of our median employee was $203,184, and the annual total compensation of our chief executive officer, as reported in the Summary Compensation Table included in this Proxy Statement, was $6,998,877. Based on this information, for 2024, the Chief Executive Officer Pay Ratio was approximately 34 to 1. The Chief Executive Officer Pay Ratio above represents our reasonable estimate calculated in a manner consistent with SEC rules and applicable guidance. SEC rules and guidance provide significant flexibility in how companies identify the median employee, and each company may use a different methodology and make different assumptions particular to that company. As a result, and as explained by the SEC when it adopted these rules, in considering the pay ratio disclosure, stockholders should keep in mind that the rule was not designed to facilitate comparisons of pay ratios among different companies, even companies within the same industry, but rather to allow stockholders to better understand and assess each particular company’s compensation practices and pay ratio disclosures. Neither our compensation committee nor our management used our Chief Executive Officer Pay Ratio measure in making compensation decisions.
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”):
2024 Pay Versus Performance Table
2024 Pay Versus Performance Table
2024 Pay Versus Performance Table
| 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) | Peer Group Total Shareholder Return (4) | Value of Initial Fixed $100 Investment Based On TSR (5) | Net Income (Loss) (In Thousands) (6) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | 2024 | $6,998,877 | $4,809,987 | $2,094,664 | $2,035,205 | $90.58 | $169.59 | $(50,420) | | 2023 | $11,240,447 | $13,563,751 | $2,694,458 | $3,122,361 | $91.84 | $161.75 | $(61,685) | | 2022 | $3,599,590 | $5,819,944 | $1,508,272 | $1,131,158 | $90.11 | $115.36 | $(74,412) |
2024 Pay Versus Performance Table
(1) Mr. Moatazedi was our CEO for each of the fiscal years included in the table above. For fiscal year 2024, our Non-PEO NEOs were Mrs. Beaver, Dr. Avelar and Mrs. Yamagishi-Dressler. 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 the total compensation for our CEO for each fiscal year covered in the table. The average total compensation for the Non-PEO NEOs for each of 2024 and 2023 was calculated from the Summary Compensation Table above. The average total compensation for the Non-PEO NEO(s) for 2022 was calculated from the Summary Compensation Table as disclosed in the Company’s Proxy Statement filed with the Securities and Exchange Commission in 2023. (3) For purposes of this table, the compensation actually paid (also referred to as “CAP”) to each of our NEOs (including, for purposes of this table, former NEOs who are included in the Non-PEO NEO group for the applicable year) means the NEO’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 appear 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 CAP 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.
2024 Pay Versus Performance Table
| Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for CEO | Fiscal Year 2024 ($) | Fiscal Year 2023 ($) | Fiscal Year 2022 ($) | | Total Compensation Reported in the Summary Compensation Table | $6,998,877 | $11,240,447 | $3,599,590 | | (-) Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | 5,326,920 | 9,493,277 | 2,331,524 | | (+) Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year | 4,229,361 | 9,116,924 | 3,352,269 | | (+) Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years | (1,604,462) | 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 | 513,131 | 804,686 | 859,572 | | Compensation Actually Paid | $4,809,987 | $13,563,751 | $5,819,944 |
2024 Pay Versus Performance Table
The following table provides a reconciliation of the average of the Summary Compensation Table Total for the Non-PEO NEOs for a fiscal year to the average of the Compensation Actually Paid for the Non-PEO NEOs for that fiscal year.
2024 Pay Versus Performance Table
| Reconciliation of Average Summary Compensation Table Total to Average Compensation Actually Paid for Non-PEO NEOs | Fiscal Year 2024 ($) | Fiscal Year 2023 ($) | Fiscal Year 2022 ($) | | Total Compensation Reported in the Summary Compensation Table | $2,094,664 | $2,694,458 | $1,508,272 | | (-) Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | 1,347,445 | 1,912,791 | 970,245 | | (+) Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year | 1,108,961 | 1,717,226 | 657,324 | | (+) Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years | 10,298 | 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 | 168,727 | 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 | $2,035,205 | $3,122,361 | $1,131,158 |
2024 Pay Versus Performance Table
(4) Peer group TSR represents the cumulative growth of a hypothetical $100 investment made as of December 31, 2021 in the Nasdaq Biotechnology Index. (5) 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 three fiscal years against the Company’s total stockholder return (calculated as described above) and the Company’s peer group total stockholder return (calculated as described above) over that period of time. (6) 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 three fiscal years against the Company’s net income for each of those years.