DEF 14A of Tarsus Pharmaceuticals, Inc.
Filed Apr 26, 2024 · FY20230001819790-24-000056
DIRECTORS AND EXECUTIVE OFFICERS
DIRECTORS AND EXECUTIVE OFFICERS Our directors and executive officers, and certain information about each of them as of April 24, 2024 are set forth below.
DIRECTORS AND EXECUTIVE OFFICERS
| Name | Age | Position(s) with Tarsus | | Executive Officers: | | | | Bobak Azamian, M.D., Ph.D. | 46 | President, Chief Executive Officer and Chairman | | Jeffrey Farrow | 62 | Chief Financial Officer and Chief Strategy Officer | | Seshadri Neervannan, Ph.D. | 56 | Chief Operating Officer | | Aziz Mottiwala, MBA | 46 | Chief Commercial Officer | | Bryan Wahl, M.D., J.D. | 46 | General Counsel and Secretary | | Dianne Whitfield, MSW | 47 | Chief Human Resources Officer | | Non-Employee Directors: | | | | Wendy Yarno, MBA | 68 | Lead Independent Director | | Bhaskar Chaudhuri, Ph.D. | 69 | Director | | Rosemary Crane, MBA | 64 | Director | | Andrew Goldberg, M.D. | 42 | Director | | William J. Link, Ph.D. | 78 | Director | | Elizabeth Yeu-Lin, M.D. | 45 | Director | | Scott Morrison | 66 | Director |
DIRECTORS AND EXECUTIVE OFFICERS
Bobak Azamian, M.D., Ph.D. is our co-founder and has served as our President since our inception, as our Chief Executive Officer since September 2018, a member of our Board of Directors since December 2016, and our Chairman since December 2022. From June 2012 to September 2018, Dr. Azamian co-founded and served as Chief Executive Officer, President, and Chief Medical Officer of Metavention, Inc., a company focused on treatment of diabetes and other metabolic diseases. Since September 2016, Dr. Azamian has also served as co-founder and board member, from September 2016 until January 2021 additionally as Chief Executive Officer, and also previously as Co-Chairman of Vibrato Medical, Inc., a medical device company developing wearable treatments for peripheral arterial disease. Since December 2022, Dr. Azamian has also served as a board member of Osanni Bio, Inc., an early stage biotech company. Dr. Azamian previously served as an Entrepreneur in Residence at Versant Ventures from 2011 to 2013, and as a consultant and Senior Associate at Third Rock Ventures from 2007 to 2011, both venture capital firms focused on investing in early stage healthcare companies, and earlier served as a consultant at Amgen Inc. He also completed a residency in internal medicine and served as an attending hospitalist at Brigham and Women’s Hospital from 2006 to 2011. Dr. Azamian received a B.A. in Biophysics from Rice University, a Doctor of Philosophy (Chemistry) from University of Oxford and a Doctor of Medicine from Harvard Medical School. We believe that Dr. Azamian is qualified to serve on our Board of Directors because of the perspective and experience he provides as our President and Chief Executive Officer as well as his broad experience within the life sciences industry. Jeffrey Farrow has served as our Chief Financial Officer and Chief Strategy Officer since April 2023. Mr. Farrow also serves as a board member of Clover Biotherapeutics, a position he has held since September 2021. Mr. Farrow previously served as Chief Financial Officer of Global Blood Therapeutics, Inc., a biopharmaceutical company, from April 2016 until December 2022 when it was acquired by Pfizer. At Global Blood Therapeutics, he was part of the team responsible for the successful regulatory approval and commercial launch of Oxbryta for the treatment of sickle cell disease. Prior to that, Mr. Farrow served as chief financial officer of ZS Pharma, Inc., a biopharmaceutical company, which was acquired by AstraZeneca in December 2015. Prior to ZS Pharma, he served as the chief financial officer at Hyperion Therapeutics, Inc., a commercial pharmaceutical company, from July 2010 until May 2015 which was acquired by Horizon Therapeutics in May 2015. He previously served as vice president of finance at Evotec AG, a drug discovery and development company. Prior to Evotec, Mr. Farrow served as vice president of finance and chief accounting officer at Renovis, Inc., a drug discovery and development company, which was acquired by Evotec AG. Earlier in his career, Mr. Farrow spent seven years working in the audit practice of KPMG LLP. Mr. Farrow holds a B.A. in business administration with a concentration in corporate finance from California State University at Fullerton and is a certified public accountant (inactive). Seshadri Neervannan, Ph.D. has served as our Chief Operating Officer since July 2020. Dr. Neervannan has also served on the board of directors of Iolyx Therapeutics since 2020. Dr. Neervannan previously served as Senior Vice President of Global Pharmaceutical Development, from March 2015 to July 2020, and Vice President, Pharmaceutical Development, from January 2007 to February 2015, at Allergan, Inc. (“Allergan”), a global pharmaceutical company. Prior to Allergan, he was Director of Pharmaceutics R&D, at Amgen Inc., a biotechnology company, from February 1999 to January 2007. From November 1994 to February 1999, Dr. Neervannan was Sr. Research Investigator at Bristol-Myers Squibb Pharmaceutical Research Institute. Dr. Neervannan received a B.S. in Pharmacy (with Honors) from Birla Institute of Technology & Science, Pilani, India, and a Ph.D. (with Honors) in Pharmaceutical Chemistry from the University of Kansas, Lawrence, KS. Aziz Mottiwala, MBA has served as our Chief Commercial Officer since August 2020. Mr. Mottiwala has served on the board of directors of OneOC, a non-profit organization based in Orange County, California since March 2018, and OCTANe, a convening organization of the Southern California technology and medical technology business ecosystem, since July 2021. Mr. Mottiwala previously served as Chief Commercial Officer of Opiant Pharmaceuticals, Inc. (“Opiant”), a publicly-traded pharmaceutical company specializing in medicines for the treatment of addictions and drug overdose from September 2019 to August 2020. Prior to Opiant, Mr. Mottiwala served as Senior Vice President of Sales and Marketing and Head of Commercial at Avanir Pharmaceuticals, Inc. (“Avanir”), a pharmaceutical company specializing in medicines to treat nervous system disorders from July 2017 to September 2019. Prior to Avanir, Mr. Mottiwala spent over ten years at Allergan, a global pharmaceutical company, in various roles from December 2006 to July 2017, most recently as Vice President of Marketing for Allergan’s eye care portfolio from January 2014 to July 2017. Mr. Mottiwala holds a Bachelor of Science degree in Biochemistry from the University of California, San Diego and an MBA in Marketing and Finance from the Marshall School of Business at the University of Southern California. Bryan Wahl, M.D., J.D. has served as our General Counsel since January 2021, and is also our Corporate Secretary. Prior to this, Dr. Wahl was a partner at Knobbe Martens Olson & Bear LLP from September 2005 through December 2020, where he focused on intellectual property protection, infringement studies, and due diligence for financings and strategic transactions, specifically with respect to pharmaceutical, biotechnology, and medical device companies. Since 2009, Dr. Wahl has served as a Hospitalist with Kaiser Permanente and as a Hospitalist at several Bay Area medical centers from September 2002 to December 2017. He also completed a residency in internal medicine at Cedars-Sinai Medical Center in Los Angeles, and is board certified in Internal Medicine. Dr. Wahl earned his Doctor of Medicine from the University of Hawaii John A. Burns School of Medicine and his Juris Doctorate from University of California, Berkeley School of Law. Dianne Whitfield, MSW has served as our Chief Human Resources Officer since January 2021. Prior to this Ms. Whitfield served at Evolus Inc. as Vice President, Human Resources from January 2020 until January 2021 and as Executive Director, Human Resources from April 2019 until January 2020. From 2007 until April 2019, Ms. Whitfield served as various roles at Allergan, including as Senior Manager, Human Resources (from October 2007 to March 2015), Senior Manager, Global Talent (from March 2015 to March 2016), Director, Global Talent (from March 2016 to October 2017) and Director, Global Human Resources (from October 2017 to April 2019). Ms. Whitfield earned her Bachelor of Arts degree in Psychology and Social Behavior from the University of California, Irvine and a Master’s degree in Social Work from California State University, Long Beach.
Non-Employee Directors
Non-Employee Directors Wendy Yarno, MBA has served as a member of our Board of Directors since November 2020, and as our Lead Independent Director since December 2022. Ms. Yarno retired in September 2008 from Merck & Co. (“Merck”), Inc., a pharmaceutical company, following a 26-year career there in commercial and human resource positions of increasing seniority, most recently chief marketing officer before she retired. In that role, Ms. Yarno led a global organization charged with all aspects of supporting pre- and post-launch commercialization of pharmaceuticals in more than 20 therapeutic areas. Prior to this role, she served as General Manager, Cardiovascular and Metabolic U.S. Business Unit, and as Senior Vice President, Human Resources. After retiring from Merck, Ms. Yarno worked part-time as the chief marketing officer of HemoShear Therapeutics, LLC, a biotechnology research company and leading developer of human cell-based surrogate systems for discovery and assessment of new drug compounds, from September 2010 through September 2011. She currently serves as a director at various public companies, including Ideaya Biosciences Inc. since December 2019, Inovio Pharmaceuticals, Inc. since December 2017, and Iovance Biotherapeutics, Inc. since May 2023. She previously served as a director of Global Blood Therapeutics, Inc., from November 2017 until October 2022, MyoKardia, Inc. from March 2017 until November 2020, St. Jude Medical, Inc., from 2002 until 2017, Medivation, Inc., Aratana Therapeutics, Inc., Alder BioPharmaceuticals, Inc. and Durata Therapeutics Inc. She also has past experience as a director for several small private company boards. Ms. Yarno holds a B.S. in business administration from Portland State University and an MBA from Temple University. We believe Ms. Yarno’s qualifications to serve on our Board of Directors include her operational, commercial and human resource experience in biotechnology and pharmaceutical companies, as well as her experience as a director of multiple biotechnology and pharmaceutical companies. Bhaskar Chaudhuri, Ph.D. has served as a member of our Board of Directors since December 2019. Dr. Chaudhuri has more than 20 years’ experience in pharmaceutical management, research and development. Since June 2011, he has been the Operating Partner at Frazier Healthcare Ventures. Prior to that time, Dr. Chaudhuri served as President of Valeant Pharmaceuticals International, Inc. (“Valeant,” now Bausch Health) from January 2009 to September 2010. Prior to joining Valeant, Dr. Chaudhuri served for seven years as President and Chief Executive Officer of Dow Pharmaceutical Sciences, Inc. (“Dow”) and as a member of its board of directors from 2003 to 2008, at which time Dow was acquired by Valeant. Prior to that, Dr. Chaudhuri served as Executive Vice President of Scientific Affairs at Bertek Pharmaceuticals Inc. (“Bertek”), a subsidiary of Mylan N.V. (“Mylan”), from 1998 to 2000. Prior to his positions at Bertek, Dr. Chaudhuri served as the General Manager of the Dermatology Division of Mylan. Dr. Chaudhuri joined Mylan through the acquisition of Penederm, Inc., where he worked from 1992 to 1998 in a number of senior positions before becoming the Vice President of Research and Development. Dr. Chaudhuri currently serves on the boards of directors of Arcutis Biotherapeutics, Inc., since June 2016, and Sudo Biosciences since May 2021. Dr. Chaudhuri has previously served on the board of directors of Teligent Pharmaceuticals, Inc from November 2010 to July 2021, Vyome Biosciences, Ltd. from June 2015 to June 2019 and Corium International, Inc. from February 2010 to November 2018. He also serves on the Advisory Board of the Berman Institute of Johns Hopkins University. Dr. Chaudhuri holds a Bachelor of Science degree in Pharmacy and an M.S. in Industrial Pharmacy from Jadavpur University and a Ph.D. in Pharmaceutics form the University of Louisiana. We believe Dr. Chaudhuri’s qualifications to serve on our Board of Directors include his many years of experience in the pharmaceutical industry, including his prior positions in senior executive roles at major pharmaceutical companies. Rosemary Crane, MBA has served as a member of our Board of Directors since August 2021. Ms. Crane served as President and Chief Executive Officer of MELA Sciences, Inc. from 2013 to 2014. Ms. Crane was Head of Commercialization and a partner at Apple Tree Partners from 2011 to 2013. From 2008 to 2011, she served as President and Chief Executive Officer of Epocrates. Ms. Crane served in various senior executive positions at Johnson & Johnson from 2002 to 2008, including as Group Chairman, OTC & Nutritional Group from 2006 to 2008, as Group Chairman, Consumer, Specialty Pharmaceuticals and Nutritionals from 2004 to 2006, and as Executive Vice President of Global Marketing for the Pharmaceutical Group from 2002 to 2004. Prior to that, she held various positions at Bristol-Myers Squibb Company from 1982 to 2002, including as President of U.S. Primary Care from 2000 to 2002, and as President of Global Marketing and Consumer Products from 1998 to 2000. Ms. Crane has served on the boards of directors of Teva Pharmaceutical Industries Ltd. since 2015, Catalent, Inc. from April 2018 to January 2024, and Certara, Inc. since July 2022. From 2015 to 2019, she served as Vice Chairman of the Board of Zealand Pharma A/S. From 2017 to March 2019, she served on the board of directors of Edge Therapeutics, Inc. Ms. Crane received an M.B.A. from Kent State University and a B.A. in communications and English from the State University of New York. We believe Ms. Crane’s qualifications to serve on our Board of Directors include her broad experience and knowledge of the global pharmaceutical business and industry, as well as her experience as a director of multiple biotechnology and pharmaceutical companies.
Non-Employee Directors
Andrew Goldberg, M.D. has served as a member of our Board of Directors since August 2020. Since March 2021, Dr. Goldberg serves as a managing director at Marshall Wace LLP, a leading global provider of alternative investment solutions. Prior to this, Dr. Goldberg served as a principal and subsequently partner of Vivo Capital, a global healthcare investment firm that focuses exclusively on the life sciences industry, from February 2016 to March 2021. Prior to this, Dr. Goldberg was a consultant at McKinsey & Company from September 2014 to February 2016, where he served pharmaceutical, medical device, and biotechnology companies across a range of strategy, M&A, sales, marketing, and product development topics. Dr. Goldberg is a U.S. board-certified physician in both Critical Care Medicine and Emergency Medicine. He recently served as an Instructor in Medicine at the Mayo Clinic College of Medicine in Rochester, MN, from January 2013 to June 2013, where he also completed a fellowship in Critical Care Medicine and served as an Attending Physician in the Department of Emergency Medicine. Prior to this, he completed Emergency Medicine residency training at Los Angeles County + University of Southern California Medical Center (LAC+USC). His research has spanned a variety of topics, from traumatic brain injury and cardiac arrest to biomarker analysis and healthcare quality. He has over 25 scientific publications in leading peer-reviewed journals, including the Journal of the American Medical Association, Resuscitation, and the Cleveland Clinic Journal of Medicine. Dr. Goldberg received his M.D. from The George Washington University School of Medicine in Washington, DC, and a post-doctoral diploma in translational science from the Mayo Graduate School. He has held prior academic and clinical appointments at Oregon Health & Science University and the University of Arizona and currently at the Washington Township Medical Foundation. We believe Dr. Goldberg’s qualifications to serve on our Board of Directors include his many years of experience in strategy and product development in the pharmaceutical industry, and his experience investing in pharmaceutical companies. William J. Link, Ph.D. has served as a member of our Board of Directors since January 2017. Dr. Link is a managing director and co-founder of both Flying L Partners, a venture capital firm formed in 2016 to focus on investing primarily in the ophthalmic space, and Versant Venture Management LLC (“Versant”), a life science venture capital firm investing in early stage healthcare companies. Dr. Link has also served as the Chairperson of the Board of Directors of Lensar Inc. since November 2017 and RxSight, Inc. since November 2016. Prior to co-founding Versant in 1999, Dr. Link was a general partner at Brentwood Venture Capital. From 1987 to 1997, Dr. Link was founder, chairman, and Chief Executive Officer of Chiron Vision Corporation (acquired by Bausch & Lomb Surgical, Inc.). He also founded and served as President of American Medical Optics (acquired by Allergan). Dr. Link served as a director of Advanced Medical Optics (acquired by Abbott Laboratories) from 2002 to 2009 and Inogen, Inc. from 2003 to February 2014. Before entering the healthcare industry, Dr. Link was an assistant professor in the Department of Surgery at the Indiana University School of Medicine. He has been a member of the boards of directors of Edwards Lifesciences Corporation from May 2009 to May 2021, Second Sight Medical Products, Inc. from 2003 to May 31, 2020, Glaukos Corporation from June 2001 to December 2021, and Oyster Point Pharma, Inc. from July 2015 to March 2022. Dr. Link is also a member of the board of directors of several private companies. Dr. Link holds a B.S., an M.S., and a Ph.D. in mechanical engineering from Purdue University. We believe Dr. Link is qualified to serve on our Board of Directors because of his extensive experience in successfully commercializing products in the medical device industry, as well as his prior experience on the boards of U.S. public companies. Elizabeth Yeu-Lin, M.D. has served as a member of our Board of Directors since December 2021. Dr. Yeu has been a Partner at Virginia Eye Consultants since 2014. She has served as an Assistant Professor of Ophthalmology at the Eastern Virginia Medical School since 2012. For the American Society of Cataract and Refractive Surgery, Dr. Yeu serves on the Executive Board and is Immediate Past President, and was previously served as its President, and Treasurer. Dr. Yeu has authored hundreds of articles and is a frequent lecturer nationally and internationally in the areas of refractive cataract surgery, anterior segment reconstruction, ocular surface disease management and the surgical management of astigmatism. Dr. Yeu earned her medical degree through an accelerated and combined undergraduate/ medical school program at the University of Florida College of Medicine. She completed her Ophthalmology residency at Rush University Medical Center in Chicago, where she served as Chief Resident from 2006 to 2007. Dr. Yeu completed a fellowship in cornea, anterior segment and refractive surgery at Baylor College of Medicine’s Cullen Eye Institute from 2007 to 2008, and she served as an Assistant Professor after her fellowship training. Dr. Yeu has served on the board of directors at STAAR Surgical Company since January 2021, and Ocular Science since September 2018. In January 2022, she also joined the Board of Directors of Avellino Lab USA, Inc. From November 2021 to May 2023, she has served as a Chief Strategic Advisor to ACE Vision Group. We believe Dr. Yeu’s qualifications to serve on our board of directors include her experience as a practicing nationally recognized ophthalmologist and educator, deep understanding of the clinical of refractive surgeons and patients seeking visual freedom, as well as her experience as a director of multiple ophthalmic companies. Scott Morrison has served as a member of our Board of Directors since October 2022. Mr. Morrison was a partner at Ernst & Young and was the US Life Sciences Leader from 1996 until his retirement in 2015. Mr. Morrison has served public and private companies in the life sciences industry since 1980. During his tenure at Ernst & Young, he worked on hundreds of public and private financings, M&A transactions, and corporate collaborations. Mr. Morrison serves on the board of directors of Zai Labs, Inc. since October 2021 (where he also chairs the audit committee), Vera Therapeutics, Inc. since April 2020, Corvus Pharmaceuticals since January 2016 (where he serves as a member of their compensation committee), and Ideaya Biosciences since 2018. He previously served on the board of directors and was the chair of the audit committee of Global Blood Therapeutics (acquired by Pfizer) from January 2016 to October 2022, and served as a director and audit committee member of Audentes, Inc., from January 2016 until its sale to Astellas in January 2020. Mr. Morrison has also served as a director on several life sciences industry boards, including the Biotechnology Innovation Organization ECS Board, the Bay Area Biosciences Board (now CLSA), the Life Sciences Foundation, and the Biotechnology Institute. Mr. Morrison was awarded the CLSA Pantheon 2016 Life Sciences Leadership Award. Mr. Morrison holds a BS in Business Administration from the Haas School of Business at University of California, Berkeley, and is a certified public accountant (inactive). We believe Mr. Morrison is qualified to serve on our Board due to his decades of experience serving life sciences companies, leadership in public accounting, as well as a director and audit chair of several public companies. There are no family relationships among any of our directors or executive officers.
CORPORATE GOVERNANCE AND BOARD MATTERS
CORPORATE GOVERNANCE AND BOARD MATTERS
Director Independence
Director Independence As required under the listing standards of Nasdaq, a majority of the members of a listed company’s board of directors must be independent. Management and outside counsel have reviewed the directors’ responses to a questionnaire asking about their transactions, relationships and arrangements with us (and those of their immediate family members) and other potential conflicts of interest. Other than as set forth in this proxy statement, these questionnaires did not disclose any transactions, relationships, or arrangements that question the independence of our directors or director nominees. After reviewing this information, our Board of Directors affirmatively determined that all of our non-employee directors with the exception of Dr. Yeu, who also serves as the Company’s consulting Chief Medical Advisor, were independent directors within the meaning of the applicable Nasdaq listing standards. The independent members of our Board of Directors will hold separate regularly scheduled executive session meetings at which only independent directors are present.
Information Regarding the Board of Directors and its Committees
Information Regarding the Board of Directors and its Committees As required under Nasdaq listing standards, our independent directors meet in regularly scheduled executive sessions at which only independent directors are present. Our Board of Directors has an audit committee, a compensation committee, a nominating and corporate governance committee, a science and technology committee and a commercial committee. The following table provides membership information for each of such Board committees as of December 31, 2023:
Information Regarding the Board of Directors and its Committees
| Name | Audit | Compensation | Nominating and Corporate Governance | Science and Technology | Commercial | | Bhaskar Chaudhuri, Ph.D. | | X | X | X | | | Rosemary Crane, MBA | X | | | | X* | | Andrew Goldberg, M.D. | | | X | X | | | William J. Link, Ph.D. | | X | X* | X | | | Elizabeth Yeu-Lin, M.D. | | | | X* | X | | Wendy Yarno, MBA | X | X* | | | X | | Scott Morrison | X* | | | | X |
Information Regarding the Board of Directors and its Committees
_____________ *Committee Chair. Below is a description of each committee of our Board. Our Board has determined that each member of the audit, compensation and nominating and corporate governance committees meets the applicable rules and regulations regarding “independence” and also that each member of our audit committee, compensation committee, and nominating and corporate governance committee is free of any relationship that would interfere with his or her individual exercise of independent judgment with regard to the Company. Audit Committee The members of our audit committee are Ms. Crane, Ms. Yarno and Mr. Morrison. Each member of our audit committee (i) can read and understand fundamental financial statements, and (ii) is independent under the rules and regulations of the SEC and the listing standards of Nasdaq applicable to audit committee members. Mr. Morrison chairs the audit committee. Our Board of Directors has determined that each of Mr. Morrison and Ms. Crane each qualify as an audit committee financial expert within the meaning of SEC regulations and meets the financial sophistication requirements of Nasdaq. Please also see the report of the audit committee set forth elsewhere in this proxy statement. Our audit committee assists our Board of Directors’ oversight of the integrity of our financial statements, our compliance with legal and regulatory requirements, the qualifications, independence and performance of the independent registered public accounting firm, the design and implementation of our internal audit function, risk assessment, and risk management. Among other things, our audit committee is responsible for reviewing and discussing with our management the adequacy and effectiveness of our disclosure controls and procedures. The audit committee also discusses with our management and independent registered public accounting firm the annual audit plan and scope of audit activities, scope and timing of the annual audit of our financial statements, and the results of the audit, quarterly reviews of our financial statements and, as appropriate, initiates inquiries into aspects of our financial affairs. Our audit committee is responsible for establishing and overseeing procedures for the receipt, retention and treatment of any complaints reporting accounting, internal accounting controls or auditing matters, as well as for the confidential and anonymous submissions by our employees of concerning questionable accounting or auditing matters. In addition, our audit committee has direct responsibility for the appointment, compensation, retention and oversight of the work of our independent registered public accounting firm. Our audit committee has sole authority to approve the hiring and discharging of our independent registered public accounting firm, all audit engagement fees and terms and all permissible non-audit engagements with the independent auditor. Our audit committee will review and oversee all related person transactions in accordance with our policies and procedures. Our audit committee charter can be found on the corporate governance section of our corporate website at www.tarsusrx.com. Each of Ms. Crane, Ms. Yarno, and Mr. Morrison, served on the audit committee of our Board of Directors during 2023. The audit committee met four times during 2023. Compensation Committee The members of our compensation committee are Dr. Chaudhuri, Ms. Yarno, and Dr. Link. Ms. Yarno chairs the compensation committee. Each member of our compensation committee is independent under the rules and regulations of the SEC and the listing standards of Nasdaq applicable to compensation committee members, is a “non-employee director,” as defined in Rule 16b-3 adopted under Section 16 of the Exchange Act and an “outside director” under Regulation Section 1.162-27 adopted under Section 162(m) of the Code of 1986, as amended. Our compensation committee assists our Board of Directors with its oversight of the forms and amount of compensation for our executive officers, and the administration of our incentive plans for employees and other service providers, including our equity incentive plans, and certain other matters related to our compensation programs. Our compensation committee has the authority to engage the services of outside consultants and advisors to assist it in making decisions regarding our executive compensation programs. In March 2024, Pay Governance LLC ("Pay Governance") has been retained by our compensation committee to advise the compensation committee regarding the compensation of our executive officers and non-employee directors, replacing previous consultant Arnosti Consulting, Inc. ("Arnosti"), whose principal has retired. The compensation committee believes that Pay Governance's, as well as Arnosti’s expertise in the life sciences industry provides the compensation committee with relevant and targeted advice, and that Pay Governance and Arnosti are independent and that their work has not raised any conflicts of interest. In establishing compensation amounts for executives, our compensation committee seeks to support our overall business strategy and objectives, attract and retain key executives, link compensation with business objectives and organizational performance, and provide competitive compensation opportunities. The compensation committee may form subcommittees and delegate its power and authority to such subcommittees. A more detailed description of the compensation committee’s functions can be found in our compensation committee charter. The charter is published in the corporate governance section of our website at www.tarsusrx.com. Each of Dr. Chaudhuri, Ms. Yarno, and Dr. Link served on the compensation committee of our Board of Directors during 2023. The compensation committee met five times during 2023. Dr. Azamian, our principal executive officer, does not participate in the determination of his own compensation or the compensation of directors. However, Dr. Azamian makes recommendations to the compensation committee regarding the amount and form of the compensation of the other executive officers and key employees, and Dr. Azamian participates in the compensation committee’s deliberations about their compensation. Ms. Whitfield, our Chief Human Resources Officer, also assists the compensation committee in its executive officer, director and employee compensation deliberations. No other executive officers participate in the determination of the amount or form of the compensation of executive officers or directors. Nominating and Corporate Governance Committee The members of our nominating and corporate governance committee are Dr. Chaudhuri, Dr. Goldberg and Dr. Link. Dr. Link chairs the nominating and corporate governance committee. Our nominating and corporate governance committee assists our Board of Directors with its oversight of and identification of individuals qualified to become members of our Board of Directors, consistent with criteria approved by our Board of Directors, and selects, or recommends that our Board of Directors select, director nominees; develops and recommends to our Board of Directors a set of corporate governance guidelines; and oversees the evaluation of our Board of Directors. Our nominating and corporate governance committee charter can be found on the corporate governance section of our corporate website at www.tarsusrx.com. Each of Dr. Chaudhuri, Dr. Goldberg, and Dr. Link served on our nominating and corporate governance committee during 2023. All members of our nominating and corporate governance committee are independent as currently defined under Nasdaq listing standards. Our nominating and corporate governance committee met four times during 2023.
Information Regarding the Board of Directors and its Committees
Our nominating and corporate governance committee believes that the minimum qualifications and skills that candidates for director should possess include (a) the highest professional and personal ethics and values, (b) a commitment to enhancing stockholder value and (c) sufficient time to carry out their duties and to provide insight and practical wisdom based on experience. The committee also considers the following factors, in no particular order of importance: (a) various and relevant career experience, (b) relevant skills, such as an understanding of the Company’s business, (c) financial expertise and operations expertise, (d) diversity, (e) board and management experience, (f) investor relations experience, (g) industry experience, and (h) local and community ties. However, our nominating and corporate governance committee retains the right to modify these qualifications from time to time. Under our corporate governance guidelines diversity is one of several critical factors that the nominating and corporate governance committee considers when evaluating the composition of our Board of Directors, amongst other critical selection criteria. We consider various diversity factors when considering director candidates, including race, ethnicity, gender, national origin, and geography. Our Board of Directors currently includes directors with a range of diversity. We believe each director contributes to our Board of Directors’ overall diversity by providing a variety of perspectives based on distinct personal and professional experiences and backgrounds. We are committed to maintaining and enhancing the diversity of our Board of Directors and in furtherance of this, the nominating and corporate governance committee will conduct annual self-evaluations to assess the performance and effectiveness of our Board of Directors and committees, which we expect will include its consideration of diversity and other selection criteria. Our nominating and corporate governance committee will consider director candidates recommended by stockholders and evaluate them using the same criteria as candidates identified by our Board of Directors or our nominating and corporate governance committee for consideration. If a stockholder of the Company wishes to recommend a director candidate for consideration by our nominating and corporate governance committee, the stockholder recommendation should be delivered to the Corporate Secretary of the Company at the principal executive offices of the Company, and must include information regarding the candidate and the stockholder making the recommendation. You are advised to review our bylaws, which contain additional requirements about advance notice of stockholder director nominations. Science and Technology Committee The members of our science and technology committee are Dr. Chaudhuri, Dr. Goldberg, Dr. Link, and Dr. Yeu. Dr. Yeu chairs the science and technology committee. Our science and technology committee assists our Board of Directors with its oversight and evaluation of (i) the Company’s overall investment in and strategic direction with respect to technological and scientific initiatives and (ii) the Company’s business development and internal innovation initiatives. Dr. Chaudhuri, Dr. Goldberg, Dr. Link, and Dr. Yeu all served on the science and technology committee during 2023. The science and technology committee met four times during 2023. Commercial Committee The members of our commercial committee are Mr. Morrison, Ms. Yarno, Dr. Yeu, and Ms. Crane. Ms. Crane chairs the commercial committee. Our commercial committee assists our Board of Directors with its oversight of our product commercialization efforts. The commercial committee met four times in 2023.
2023 SUMMARY COMPENSATION TABLE
2023 SUMMARY COMPENSATION TABLE The following table provides information regarding the compensation of our “principal executive officer” and our next two most highly compensated executive officers who were serving as of the end of our 2023 fiscal year, as well as one former executive officer. We refer to these individuals as our “named executive officers.”
2023 SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Option Awards(2) ($) | Non-Equity Incentive Plan Compensation (3) ($) | All Other Compensation ($) | Total ($) | | Bobak Azamian, M.D., Ph.D. | 2023 | 619,500 | — | 1,029,364 | 1,017,968 | 450,300 | 13,200(4) | 3,130,332 | | President, Chief Executive Officer and Board Chairman | 2022 | 590,000 | — | 876,822 | 2,077,378 | 324,500 | 47,580 | 3,916,280 | | Seshadri Neervannan, Ph.D. | 2023 | 500,000 | — | 494,095 | 488,623 | 246,000 | 13,200(4) | 1,741,918 | | Chief Operating Officer | | | | | | | | — | | Jeffrey Farrow(5) | 2023 | 343,751 | 100,000 | 1,678,310 | 1,590,572 | 241,200 | 37,997(6) | 3,991,830 | | Chief Financial Officer and Chief Strategy Officer | | | | | | | | | | Leonard Greenstein(7) | 2023 | 202,100 | — | 411,746 | 893,298(8) | 71,552 | 399,883(9) | 1,978,579 | | Chief Financial Officer | | | — | | | | | — |
2023 SUMMARY COMPENSATION TABLE
_____________ (1)Represents a one-time signing bonus paid in the year of hire. (2)Represents the aggregate grant date fair value of stock awards and option awards granted in the applicable fiscal year, computed in accordance with FASB ASC Topic 718. See Note 6 of the notes to our audited financial statements included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC on February 27, 2024. (3)The amounts in this column reflect annual cash bonuses paid with respect to the applicable fiscal year, based on corporate and individual performance. (4)Consists of $13,200 in matching contributions for the 401(k) plan. (5)Mr. Farrow was appointed Chief Financial Officer and Chief Strategy Officer on April 24, 2023. Accordingly, compensation information is only provided for the duration of employment for 2023. (6)Consists of (i) $13,200 in matching contributions for the 401(k) plan, and (ii) $24,797 of company-paid temporary living expenses. (7)Mr. Greenstein was our Chief Financial Officer until April 23, 2023, and separated from the Company on June 15, 2023. He was employed by us but was not one of our named executive officers in 2022; accordingly, compensation information is only provided for 2023. (8)Includes $486,109 in incremental fair value associated with the modification of certain stock options held by Mr. Greenstein pursuant to the separation agreement that was entered into with him in May 2023. (9)Consists of (i) company-paid premiums for healthcare and life insurance policies through his termination date of June 15, 2023, (ii) $12,270 in matching contributions for the 401(k) plan, (iii) $48,158 for accrued paid-time-off that was paid out at the time of his termination of employment, (iv) $335,400 in severance pay, and (v) $4,055 for company-paid health benefit continuation in connection with his termination of employment.
OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END The following table sets forth information regarding each unexercised option and all unvested RSUs held by each of our named executive officers as of December 31, 2023. Options granted prior to our initial public offering were granted pursuant to our 2016 Stock Plan (the “2016 Plan”). Options granted after our initial public offering and all RSUs were granted pursuant to our 2020 Equity Incentive Plan (the “2020 Plan”). All of the options and RSUs granted to our named executive officers will fully accelerate in the event the named executive officer is subject to an involuntary termination within three months before or after our change in control, as described in further detail below in "Severance and Change in Control Benefits." The vesting schedule applicable to each outstanding option award and RSU award is described in the footnotes to the table below.
OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END
| | Option Awards | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested (1) ($) | | Bobak Azamian | 114,894(2) | — | 0.45 | 10/26/2028 | — | — | | | 552,549(3) | — | 2.01 | 4/2/2030 | — | — | | | 100,086(4) | 23,097(4) | 10.99 | 9/24/2030 | — | — | | | 149,477(5) | 55,521(5) | 47.25 | 1/6/2031 | — | — | | | 67,403(6) | 86,664(6) | 19.59 | 3/8/2032 | — | — | | | — | 100,242(7) | 15.00 | 3/7/2033 | — | — | | | — | — | — | — | 33,898(8) | 686,435 | | | — | — | — | — | 67,900(9) | 1,374,975 | | Seshadri Neervannan | 183,741(10) | — | 2.01 | 7/12/2030 | — | — | | | 35,030(4) | 8,084(4) | 10.99 | 9/24/2030 | — | — | | | 44,843(5) | 16,656(5) | 47.25 | 1/6/2031 | — | — | | | 30,404(6) | 39,094(6) | 19.59 | 3/8/2032 | — | — | | | — | 48,116(7) | 15.00 | 3/7/2033 | — | — | | | — | — | — | — | 15,291(8) | 309,643 | | | — | — | — | — | 32,592(9) | 659,988 | | Jeffrey Farrow | — | 163,397(11) | 14.62 | 4/23/2033 | — | — | | | — | — | — | — | 111,525(12) | 2,258,381 | | Leonard Greenstein | 19,013(13) | — | 19.59 | 6/15/2024 | — | — | | | 24,770(14) | — | 47.25 | 6/15/2024 | — | — |
OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END
_____________ (1)Market value is based on the fair market value of our Common Stock at the close of trading on December 29, 2023, the last trading day of fiscal year 2023, which was $20.25. (2)Option vested in 48 equal monthly installments beginning on September 15, 2018 provided Dr. Azamian remained in continuous service through each such vesting date. (3)Option vested in 48 equal monthly installments beginning on December 13, 2019 provided Dr. Azamian remains in continuous service through each such vesting date. (4)Option vests in 48 equal monthly installments beginning on September 25, 2020 provided Dr. Azamian remains in continuous service through each such vesting date. (5)Option vested as to 25% of the total number of option shares on January 7, 2022, and the remaining shares vest in equal monthly installments over the following 36 months, provided the named executive officer remains in continuous service through each such vesting date. (6)Option vested as to 25% of the total number of option shares on March 8, 2023, and the remaining shares vest in equal monthly installments over the following 36 months, provided the named executive officer remains in continuous service through each such vesting date. (7)Option vests as to 25% of the total number of option shares on March 8, 2024, and the remaining shares vest in equal monthly installments over the following 36 months, provided the named executive officer remains in continuous service through each such vesting date. (8)The RSUs vest in four equal installments on each of March 15, 2023, March 15, 2024, March 15, 2025, and March 15, 2026, subject to the named executive officer's continuous service through each such vesting date. (9)The RSUs vest in four equal installments on each of March 15, 2024, March 15, 2025, March 15, 2026, and March 15, 2027, subject to the named executive officer's continuous service through each such vesting date. (10)The option is exercisable with respect to all of the option shares, subject to our repurchase right for the lower of the option exercise price or the fair market value of the shares in the event that the executive's service terminates before vesting in such shares. As of December 31, 2023, 149,652 shares subject to the option were vested. 4,866 of the option shares will vest each month beginning on January 6, 2024 and including June 6, 2024, subject to Dr. Neervannan's continuous service through such vesting date. The remaining 4,894 option shares will vest on July 6, 2024, subject to Dr. Neervannan's continuous service through such vesting date. (11)Option vests as to 25% of the total number of option shares on April 24, 2024, and the remaining shares vest in equal monthly installments over the following 36 months, provided Mr. Farrow remains in continuous service through each such vesting date. (12)The RSUs vest in four equal installments on each of June 15, 2024, June 15, 2025, June 15, 2026, and June 15, 2027 subject to the named executive officer's continuous service through each such vesting date. (13)The option vested in full and became exercisable as of Mr. Greenstein's termination date on June 15, 2023. The option shares will remain exercisable until the one-year anniversary of Mr. Greenstein's separation date on June 15, 2024. (14)The option vested in full and became exercisable as of Mr. Greenstein's termination date on June 15, 2023. The option shares will remain exercisable until the one-year anniversary of Mr. Greenstein's separation date on June 15, 2024.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The following table sets forth the total compensation of each person who served as a director during the 2023 fiscal year, other than a director who also served as a named executive officer.
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Option Awards ($)(1)(3) | Total ($) | | Bhaskar Chaudhuri, Ph.D. | 57,500 | 61,506 | 59,574 | 178,580 | | Rosemary Crane, MBA | 62,625 | 61,506 | 59,574 | 183,705 | | Andrew Goldberg, M.D. | 50,625 | 61,506 | 59,574 | 171,705 | | William J. Link, Ph.D. | 62,250 | 61,506 | 59,574 | 183,330 | | Scott Morrison | 65,375 | 61,506 | 59,574 | 186,455 | | Wendy Yarno, MBA | 144,750 | 61,506 | 59,574 | 265,830 | | Elizabeth Yeu-Lin, M.D.(4) | 59,125 | 61,506 | 59,574 | 180,205 |
DIRECTOR COMPENSATION
____________ (1)The amounts in these columns represent the aggregate grant date fair value of stock awards and option awards granted to the non-employee director in 2023, computed in accordance with FASB ASC Topic 718. See Note 6 of the notes to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC on February 27, 2024. (2)As of December 31, 2023, our non-employee directors serving on our Board in 2023 held the following RSUs: Dr. Chaudhuri— 3,350; Ms. Crane— 3,350; Dr. Goldberg— 3,350; Dr. Link— 3,350; Mr. Morrison— 6,017; Ms. Yarno— 3,350; Dr. Yeu-Lin— 3,350. (3)As of December 31, 2023, our non-employee directors serving on our Board in 2023 held the following options to purchase shares of our Common Stock: Dr. Chaudhuri—5,000; Ms. Crane—11,666; Dr. Goldberg—5,000; Dr. Link—5,000; Mr. Morrison—14,334; Ms. Yarno—5,000; Dr. Yeu-Lin—18,249. (4)In addition to the cash compensation that Dr. Yeu received in 2023 in connection with her service as a non-employee director, Dr. Yeu received $240,000 in 2023 for her Chief Medical Advisor services.
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Our Board of Directors currently consists of eight directors. Our Board of Directors are divided into three classes with staggered three-year terms. Upon expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires. The terms of the Class I directors, William J. Link and Bhaskar Chaudhuri expire at the Annual Meeting. As recommended by our nominating and corporate governance committee, on March 8, 2024, our Board of Directors nominated William J. Link and Bhaskar Chaudhuri for election as the Class I directors at the Annual Meeting. If elected, each will serve on our Board of Directors until the annual meeting of stockholders in 2027 and until his successor has been elected and qualified. The Class II directors will serve until our annual meeting of stockholders in 2025. The Class III directors will serve until our annual meeting of stockholders in 2026. The nominees for director at the Annual Meeting, their ages as of April 24, 2024, their positions and offices held with the Company are set forth below. Other biographical information for the members of our Board of Directors is set forth in this proxy statement under the heading “Directors, Executive Officers and Corporate Governance—Directors and Executive Officers.”
CLASS II DIRECTORS CONTINUING IN OFFICE UNTIL THE 2025 ANNUAL MEETING OF STOCKHOLDERS
CLASS II DIRECTORS CONTINUING IN OFFICE UNTIL THE 2025 ANNUAL MEETING OF STOCKHOLDERS
CLASS II DIRECTORS CONTINUING IN OFFICE UNTIL THE 2025 ANNUAL MEETING OF STOCKHOLDERS
| Name | Age | Position with Tarsus | | Bobak Azamian, M.D., Ph.D. | 46 | President, Chief Executive Officer, and Board Chairman | | Rosemary Crane, MBA | 64 | Director | | Elizabeth Yeu-Lin, M.D. | 45 | Director |
CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING OF STOCKHOLDERS
CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING OF STOCKHOLDERS
CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING OF STOCKHOLDERS
| Name | Age | Position with Tarsus | | Wendy Yarno, MBA | 68 | Lead Independent Director | | Andrew Goldberg, M.D. | 42 | Director | | Scott Morrison | 66 | Director |
CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING OF STOCKHOLDERS
The biographies for the director nominees and directors set forth above are set forth in this proxy statement under the heading “Directors, Executive Officers and Corporate Governance—Directors and Executive Officers.” We have determined that each of these Class I director nominees possesses the requisite communication skills, personal integrity, business judgment, ability to make independent analytical inquiries, and willingness to devote adequate time and effort necessary to serve as an effective member of the Board. Other specific experiences, qualifications, attributes or skills of nominees that contributed to our conclusion that the nominees should serve as Class I directors are noted in their biographies.