1 Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and the HintMD platform exited 2020 with an annualized run rate of over $200 million in payment processing volume. In addition, our successful financing activities throughout the year resulted in a cash, cash equivalent and short-term investment balance of approximately $436.5 million at year-end, which will provide us with sufficient funding into 2024. In summary, our diligence and hard work paid off and we are well positioned to continue advancing our commercial story.
impairment charges.
•Implemented a Clawback Policy. Effective January 1, 2021, we adopted an executive compensation clawback policySecure ~50% commercial coverage by commercial launch for CD, which provides the Board with the authority to recover performance-based cash and equity incentive compensation of current and former executive officers if they engaged in fraud or willful misconduct that was a significant contributing factor to the company having to restate its financial statements.
Focused and Compensation Committee’s thoughtful approachdisciplined capital allocation:
•Remain focused on disciplined capital allocation with ongoing operational efficiencies to human capital management, it is committedsupport path to continuing to improve the company’s executive compensation program based on company needs, market data,break-even and stockholder feedback.Adjusted EBITDA1 in 2025.
In closing, it is an honor to serve as your Chairman, and on behalf of the Board, I thank you for your continued support and investment in Revance. We look forward to your participation at our virtual annual meeting on May 5, 2021.1, 2024.
Very truly yours,
 | |||||
Angus C. Russell
Chairman of the Board of Directors
March 24, 2021
21, 2024
REVANCE THERAPEUTICS, INC.
1222 Demonbreun Street, Suite 10012000
Nashville, Tennessee 37203
Notice of Annual Meeting of Stockholders
To Be Held On Wednesday, May 5, 20211, 2024
Dear Stockholders:
You are cordially invited to attend the Annual Meeting of Stockholders of REVANCE THERAPEUTICS, INC. (the "Company"“Company”), a Delaware corporation. Due to the COVID-19 pandemic, theThe meeting will be held virtually on Wednesday, May 5, 20211, 2024 at 10:00 a.m. Central Time via live audio-only webcast at www.virtualshareholdermeeting.com/RVNC2021RVNC2024. The meeting will be held online only, and you will not be able to attend in person. You will be able to vote your shares electronically by Internet and submit questions online during the meeting by logging in tointo the website listed above using the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials. Online check-in will begin at 9:45 a.m. Central Time and should allow ample time for the check-in procedures.
The Annual Meeting of Stockholders is being convened for the following purposes:
(1)To elect to the Board of Directors' three nominees for director to hold office until the 20242027 Annual Meeting of Stockholders.
(2)To ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year 2021.2024.
(3)To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in the Proxy Statement accompanying this Notice.Statement.
(4)To approve an amendment to our Amended and Restated Certificate of Incorporation (our “Charter”) to increase the number of authorized shares of our common stock from 95,000,000 to 190,000,000 shares.
These items of business are more fully described in the Proxy Statement accompanying this Notice. The record date for the Annual Meeting of Stockholders is March 11, 2021.8, 2024. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders
to be Held on May 5, 20211, 2024 virtually via live audio-only webcast at
www.virtualshareholdermeeting.com/RVNC2021RVNC2024.
The Notice, Proxy Statement and Annual Report to Stockholders are available at www.proxyvote.com.
By Order of the Board of Directors,
| Mark J. Foley | ||
| Nashville, Tennessee | ||
| March | ||
| You are cordially invited to attend the meeting virtually. Whether or not you expect to attend the meeting virtually via live audio-only webcast, please complete, date, sign and return the proxy card sent to you, or vote over the telephone or the Internet as instructed in these materials, as promptly as possible in order to ensure your representation at the meeting. Even if you have voted by proxy, you may still vote electronically during the meeting. | ||
REVANCE THERAPEUTICS, INC.
PROXY SUMMARY
This is a summary only, and does not contain all of the information that you should consider in connection with this Proxy Statement. Please read the entire Proxy Statement carefully before voting.
Annual Meeting of the Stockholders
•Date and Time: Wednesday, May 5, 20211, 2024, at 10:00 a.m. Central Time. Online check-in will begin at 9:45 a.m. Central Time, and you should allow ample time for the check-in procedures.
•Location: The meeting will be held virtually via live audio-only webcast at www.virtualshareholdermeeting.com/RVNC2021RVNC2024.
•Admission: To attend the meeting, you will need the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials.
•Record Date: March 11, 2021.8, 2024.
•Proxy Mailing Date: March 24, 2021.21, 2024.
•Stockholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the proposals.
Voting Matters
Stockholders are being asked to vote on the following matters:
| Items of Business | Page | Our Board’s Recommendation | |||||||||||||||
| 1. Election of Directors | FOR all nominees | ||||||||||||||||
| 2. Ratification of the selection of PricewaterhouseCoopers LLP | FOR | ||||||||||||||||
| 3. Approval of, on an advisory basis, the compensation of our | FOR | ||||||||||||||||
Stockholders will also transact any other business that may properly come before the meeting.
How to Vote
You are entitled to vote at our 20212024 Annual Meeting of Stockholders (the "Annual Meeting"“Annual Meeting”) if you were a stockholder of record at the close of business on March 11, 2021,8, 2024, the record date for the meeting. On the record date, there were 71,382,894104,215,614 shares of our common stock outstanding and entitled to vote at the annual meeting.Annual Meeting. For more details on voting and the annual meeting logistics, refer toplease see the “Questions and Answers” section of this proxy statement.Proxy Statement.
All references to “Revance,” “we,” “us,” “our” and “Company” in these proxy materials refer to Revance Therapeutics, Inc.
Aesthetics
•ExecutedInitiated full commercial launch of DAXXIFYin 2023.
•Generated $234.0 million in total revenue, which included $212.7 million in product revenue sales of DAXXIFY and the Teoxane SA ("Teoxane") dermal filler agreement, which allowed us to gain exclusive rights to commercialize a line of hyaluronic acid dermal fillers which have been approved by the FDA for the correction of moderate to severe dynamic facial wrinkles and folds (the "RHA® Collection of dermal fillers") in the United States;
•Introduced new pricing and HintMD platform;
•Delivered positive Phase 2 open-label study resultsIncreased aesthetic accounts to over 7,000 across our Products business, and of DaxibotulinumtoxinAthose accounts, over 3,000 were DAXXIFYaccounts for Injectionthe year ended December 31, 2023.
•Teoxane SA received U.S. Food and Drug Administration (“FDA”) approval for the expansion of RHA® 4’s label to include cannula use in forehead lines, crow's feet,July 2023 and upper facial lines;RHA® 3’s label to include injection into the vermillion body, vermillion border and oral commissure for lip augmentation and lip fullness in adults aged 22 years and older in January 2024.
•Obtained Biologics License ApplicationReceived FDA approval in March 2023 of our post approval supplement (“PAS”) for Ajinomoto Althaea, Inc., doing business as Ajinomoto Bio-Pharma Services (“ABPS”), a contract development and manufacturing organization for the Company, which serves as our primary commercial drug product supply source for DAXXIFY.
•Received China’s National Medical Products Association’s (“NMPA”) acceptance of Shanghai Fosun Pharmaceutical Industrial Development Co., Ltd.’s, a wholly-owned subsidiary of Shanghai Fosun Pharmaceutical (Group) Co., Ltd. (“Fosun”) biologics license application (“BLA”) acceptance and target Prescription Drug User Fee Act (“PDUFA”) date for DaxibotulinumtoxinA for Injection for the treatmentimprovement of glabellar lines althoughand treatment of cervical dystonia in April and July 2023, respectively.
•Exited the U.S. FoodOPUL® Relational Commerce Platform and Drug Administration (the "FDA"HintMD fintech platform (together the “Fintech Platform”) deferred its action onpayment processing business in alignment with the BLA as a result of its inabilityCompany’s capital allocation priorities, with the remaining wind-down activities scheduled to conduct an inspection of our manufacturing facility due to COVID-19 related travel restrictions (the “FDA COVID Delay”).be completed by April 1, 2024.
Therapeutics
•Delivered positive results fromSecured the ASPEN-1 Phase 3 pivotal trialFDA approval in August 2023 of DaxibotulinumtoxinA for InjectionDAXXIFY for the treatment of cervical dystonia; anddystonia in adults in the U.S. (“DAXXIFY CD Approval”).
•Reported Phase 2 results of DaxibotulinumtoxinA for InjectionInitiated DAXXIFY’s early experience program for the managementtreatment of plantar fasciitis.cervical dystonia (“CD PrevU”) in September 2023.
•Achieved stock price appreciationReceived permanent J-Code for DAXXIFY for the treatment of cervical dystonia in 2020, resulting in a total stockholder return ("TSR") of approximately 77%;January 2024.
•Announced the relocation of our headquarters to Nashville, which was effective January 1, 2021;
•Raised net proceeds of $100.0 million after sales agent commissions and offering costs from our at-the-market offering ("ATM"program during the three months ended June 30, 2023.
•Secured gross proceeds of $50.0 million in connection with the issuance of notes payable to Athyrium Capital Management (“Athyrium Capital”) program, for a totalin connection with the First Amendment to the existing Note Purchase
agreement by and among the Company, Hint, Inc. and Athyrium Capital, dated August 8, 2023 (the “NPA Amendment”).
•Ended fiscal year 2023 with cash, cash equivalentequivalents and short-term investment balance at year-endinvestments of $436.5$254 million by maintaining a disciplined capital allocation strategy, which in 2023 focused on (i) continuing to drive revenue growth by increasing adoption of DAXXIFY and a cash runway into 2024.the RHA® Collection of dermal fillers; (ii) initiating CD PrevU and pre-launch activities; and (iii) maximizing supply chain efficiencies by leveraging and scaling commercial production of DAXXIFY through ABPS. In 2023, to align our operations with our capital allocation priorities, the Company made the decision to exit its Fintech Platform business.
Executive Compensation Highlights
•RevisedContinued to increase our compensation program to include performance-vesting restricted stockemphasis on equity awards (“PSAs”).We first granted PSAs tothat vest based on performance goals. In 2023, we structured 100% of our CEO in connection with his joining us in late 2019 and we changed ourCEO’s annual equity compensation program for 2020awards to include PSAs for allconsist of PSUs and 67%-75% of our other NEOs, with vesting linkedNEOs’ annual equity awards to targeted business milestones andconsist of PSUs (based on target grant date value).
•Refined our performance goals for performance-vesting equity awards. Our 2022 PSUs vest based on a combination of a meaningful stock price appreciation goals.goal and a key regulatory goal. In 2021,2023, we increased the portion of equityrefined our 2023 PSUs to vest based on revenue goals over a three-year performance period. For 2024, PSUs vest based on rigorous TSR performance hurdles over a four-year performance period.
•Decreased CEO’s 2020 total direct compensation (base salary, annual bonus earned and equity granted) nearly 70% from 2019 levels, which had reflected one-time new hire compensation.We made no increase to our CEO’s base salary or target bonus opportunity and granted our CEO an equity award with a grant date value that is approximately 74% less than the grant date value ofhis 2019 equity compensation;
•Adopted meaningful stock ownership guidelines for executive officersIncluded people and non-employee directors;
•Structured our executive bonus opportunities to be based on key corporate objectives and we exercised discretion to reduce the bonus payouts. We exceeded our corporate goals for 2023, but our Compensation Committee used its discretion to reduce the bonus payouts to a lower amount than would have been paid pursuant to the pre-established formula under the 2023 management bonus plan in order to adjust for the exit of the Fintech Platform, which exit has now been substantially completed.
•Maintained an overall cap on executive bonuses based solely on performance achievements.We paid 2020 bonuses belowequal to 200% of target based on 67.35% corporate goal achievement, which primarily reflectedbonus for 2023. For 2024, we implemented an overall bonus cap equal to 155% of the FDA COVID Delay, and, for NEOs other than our CEO, individual performance; andtarget bonus.
•Evaluated the impact of the COVID-19 pandemic on our executive compensation program and made adjustments. As a result of the FDA COVID Delay, it was impossible for us to achieve key goals in our annual bonus program and a portionstructure of our PSAs that related2025 equity incentive plan in 2023. We commit to our BLA for DaxibotulinumtoxinA for Injection for the treatmentremoval of glabellar lines.We did not provide any discretionary payout for these BLA-related goals or our progress towards themevergreen provisions beginning in 2020, nor did2025 when we approveadopt a new goals with lower thresholds for payout. Instead, we are offering our NEOs an extended period of time to achieve these goals and, in the case of our PSAs, with additional performance requirements necessary for achievement.equity incentive plan.
Governance and Environmental, Social,ESG Highlights
•Conducted an evaluation in 2022 and 2023 of declassifying the Board and removing the supermajority voting requirements by amending the Company’s Charter and Bylaws, which the Board has committed to reevaluate on an annual basis through the Nominating and Corporate Governance ("ESG"Committee.
•Completed first third-party data governance and privacy assessments in 2023, which led to the establishment of the Company’s data governance program in March 2024.
•Furthered our Board's risk oversight function by expanding the involvement of the Audit Committee in cybersecurity risk management in 2023, including through the establishment of quarterly cybersecurity updates and an annual Audit Committee meeting dedicated to cybersecurity. Continued to conduct regular risk assessments of the Company’s executive compensation program, policies and practices.
•Continued to engage in robust stockholder engagement in connection with executive compensation and ESG initiatives, and during the year ended December 31, 2023, we reached out to holders of approximately 72% of
our outstanding common stock, excluding shares held by directors and executive officers, and, from November 2023 to January 2024, held discussions with 30%.
•Completed first ESG materiality assessment in 2022 and developed second ESG report, which was published in 2023 and included expanded disclosures on key corporate governance and ESG topics.
•Formed the Revance Inclusion, Support & Empowerment (“RISE”) Highlightsnetwork of employee resource groups in 2023 that aim to enhance diversity, inclusion and belonging at the Company.
•Independent,Maintained independent, non-executive Chairman led Board of Directorsleadership of the Company (the "Board");Board.
•Actively recruitedCommitted to Board independence with seven of eight independent directors, with a 100% independent Audit Committee, Compensation Committee, Nominating and added five new directors toCorporate Governance Committee and Brand Strategy Committee.
•Continued our policy of conducting annual Board since 2019;
•ContinuedActively recruited and added six new directors to our Board since 2019, including Dr. Vlad Coric in 2023, which reflects the continued evolution of our Board such that it is comprised of diverse and highly skilled directors that provide a range of viewpoints;viewpoints.
•Increased Board diversity,Maintained a director overboarding policy in our Corporate Governance Guidelines, which all of our directors are in compliance with fouras of the nine continuing directors identifying as diverse;date hereof.
•Engaged Board attended 100% of Board and committee meetingsMaintained a 12-year director tenure policy, which is included in 2020;
Information About Our Directors
The Board currently consists of 11eight directors. Robert Byrnes, the Chair of the Compensation Committee, and Dr. Phyllis Gardner are retiring from the Board effective immediately prior to the Annual Meeting in connection with the director tenure policy adopted by the Board in 2020. As of the date of the Annual Meeting, the Board size will be nine directors. The Nominating and Corporate Governance Committee oversaw a search process to identify two new directors in connection with the anticipated retirement of Mr. Byrnes and Dr. Gardner. In connection with that process, following a recommendation from the Nominating and Corporate Governance Committee, the Board appointed Olivia C. Ware, effective March 6, 2021, and Carey O'Connor Kolaja, effective March 1, 2021. Ms. Ware was appointed as a Class I director to serve until the Annual Meeting, and Ms. Kolaja was elected as a Class III director to serve until the 2023 Annual Meeting of Stockholders.
The Board has re-nominated Angus C. Russell, Chairman of the Board, and Julian S. Gangolli and nominated Ms.Olivia C. Ware to serve until the 20242027 Annual Meeting of Stockholders or until his or her successor has been duly elected and qualified or until such director’s earlier resignation, retirement or death.
| 2021 Director Nominees | ||||||||||||||||||||
| Name | Age | Director Since | Independent | Current Committee Memberships* | Primary Occupations | Other Public Company Boards | ||||||||||||||
| Angus C. Russell | 65 | 2014 | Yes | •Compensation Committee •Nominating and Corporate Governance Committee | •Former Chief Executive Officer of Shire plc | •Mallinckrodt plc. •Lineage Cell Therapeutics, Inc. •TherapeuticsMD Inc. | ||||||||||||||
| Julian S. Gangolli | 63 | 2016 | Yes | •Audit Committee •Brand Strategy Committee | •Former President, North America of GW Pharmaceuticals Inc. | •Krystal Biotech, Inc. •Outlook Therapeutics, Inc. | ||||||||||||||
| Olivia C. Ware | 64 | 2021 | Yes | —— | •Former Senior Vice President, BTK Franchise Head of Principia Biopharma Inc. | —— | ||||||||||||||
| Continuing Directors | ||||||||||||||||||||
| Name | Age | Director Since | Independent | Current Committee Memberships* | Primary Occupations | Other Public Company Boards | ||||||||||||||
| Mark J. Foley | 54 | 2017 | No | —— | •President and Chief Executive Officer ("CEO") of Revance Therapeutics, Inc. | •Glaukos Corporation •SI-BONE, Inc. | ||||||||||||||
| Chris Nolet | 64 | 2019 | Yes | •Audit Committee | •Former Partner, Ernst & Young LLP | •PolarityTE, Inc. | ||||||||||||||
| Philip J. Vickers | 60 | 2015 | Yes | •Science and Technology Committee | •President and Chief Executive Officer of Faze Medicines | •AVROBIO, Inc. | ||||||||||||||
| Jill Beraud | 60 | 2019 | Yes | •Brand Strategy Committee | •Former Chief Executive Officer of Sh'nnong Beverage Company | •Levi Strauss & Co. | ||||||||||||||
| Carey O'Connor Kolaja | 48 | 2021 | Yes | —— | •Chief Executive Officer of AU10TIX | —— | ||||||||||||||
| Aubrey Rankin | 45 | 2020 | No | —— | •President, Innovation & Technology of the Company | —— | ||||||||||||||
| 2024 Director Nominees | ||||||||||||||||||||
| Name | Age | Director Since | Independent | Committee Memberships | Primary Occupations | Other Public Company Boards | ||||||||||||||
| Angus C. Russell | 68 | 2014 | Yes | •Compensation Committee •Nominating and Corporate Governance Committee | •Former Chief Executive Officer of Shire plc | •Lineage Cell Therapeutics, Inc. | ||||||||||||||
| Julian S. Gangolli | 66 | 2016 | Yes | •Audit Committee •Brand Strategy Committee | •Former President, North America of GW Pharmaceuticals Inc. | •Krystal Biotech, Inc. •Outlook Therapeutics, Inc. | ||||||||||||||
| Olivia C. Ware | 67 | 2021 | Yes | •Nominating and Corporate Governance Committee | •Former Senior Vice President, BTK Franchise Head of Principia Biopharma Inc. | •Arcellx, Inc. | ||||||||||||||
| Continuing Directors | ||||||||||||||||||||
| Name | Age | Director Since | Independent | Committee Memberships | Primary Occupations | Other Public Company Boards | ||||||||||||||
| Mark J. Foley | 58 | 2017 | No | —— | •Chief Executive Officer (“CEO”) of Revance | •Glaukos Corporation | ||||||||||||||
| Christian W. Nolet | 67 | 2019 | Yes | •Audit Committee •Nominating and Corporate Governance Committee | •Former Partner, Ernst & Young LLP | •Jasper Therapeutics, Inc. •ArriVent BioPharma, Inc. | ||||||||||||||
| Jill Beraud | 63 | 2019 | Yes | •Brand Strategy Committee •Compensation Committee | •Former Chief Executive Officer of Sh'nnong Beverage Company | •Levi Strauss & Co. | ||||||||||||||
| Carey O'Connor Kolaja | 51 | 2021 | Yes | •Audit Committee •Brand Strategy Committee | •Chief Executive Officer of Versapay | —— | ||||||||||||||
| Vlad Coric, M.D. | 53 | 2023 | Yes | •Compensation Committee | •Chief Executive Officer and Chairman of Biohaven, Ltd. | •Biohaven, Ltd. | ||||||||||||||
| Director Backgrounds, Experience and Diversity | |||||||||||||||||
| Diversity | Age | ||||||||||||||||
 |  | ||||||||||||||||
• •Identify as Ethnically Diverse - 2 Directors | •60s - 5 Directors •50s - | |||||||||||||||||||||||||
| Tenure | Independence | |||||||||||||||||||||||||
• | •2-5 years - 2 Directors •5+ years - | •Independent - 7 Directors •Not Independent - 1 Director | ||||||||||||||||||||||||
| Board Diversity Matrix (as of March 21, 2024) | ||||||||||||||
| Total number of Directors | 8 | |||||||||||||
| Part I: Gender Identity | Male | Female | Non-Binary | Did Not Disclose | ||||||||||
| Directors | 4 | 3 | – | 1 | ||||||||||
| Part II: Demographic Background Identified | ||||||||||||||
| African American or Black | – | 1 | – | – | ||||||||||
| Alaskan Native or American Indian | – | – | – | – | ||||||||||
| Asian | – | – | – | – | ||||||||||
| Hispanic or Latinx | – | – | – | – | ||||||||||
| Native Hawaiian or Pacific Islander | – | – | – | – | ||||||||||
| White | 3 | 2 | – | – | ||||||||||
| Two or More Races or Ethnicities | 1 | – | – | – | ||||||||||
| LGBTQ+ | – | – | – | – | ||||||||||
| Did Not Disclose Demographic Background | – | – | – | 1 | ||||||||||
| Director Skills Matrix | |||||
 | Senior Leadership Experience – serving or has served in a senior leadership role at another organization, including oversight of management’s development and implementation of strategic priorities | ||||
 | Financial and Accounting – knowledge of the financial markets, corporate finance, accounting regulations, and accounting and financial reporting processes | ||||
 | Biotechnology/Life Science – experience in or with the biotechnology, life sciences and/or pharmaceutical industries, including experience in the clinical development of pharmaceutical products | ||||
 | Commercialization – experience executing corporate commercial and/or marketing strategies and initiatives | ||||
 | Aesthetics Experience – experience within the medical aesthetics or beauty industry | ||||
 | Information Technology/Cybersecurity Experience– experience overseeing cybersecurity, privacy, and information security management, including experience with cybersecurity strategy and policies and understanding of risk-based threat management strategies | ||||
 | Risk Oversight and Risk Management – experience with and oversight over enterprise risk management | ||||
 | Manufacturing and Supply Chain – experience overseeing manufacturing operations or experience in supply chain management with respect to pharmaceutical products | ||||
 | Governance/Public Company Board Experience – experience serving on the boards of other public companies and knowledge regarding public company governance and compensation, policies and practices | ||||
 | Human Capital Management – leadership in the maintenance and expansion of health, safety and wellness programs; training and development; compensation and benefits; and/or workforce diversity, equity and inclusion | ||||
 | Therapeutics Experience – executive experience in the therapeutics industry, including expertise in the research and development of therapeutic products in the fields of neuroscience and muscle movement disorders, relevant to our business and strategy | ||||
 | International Experience— experience conducting business or operations outside of the United States, including an understanding of political, regulatory, economic and cultural frameworks valuable to understanding opportunities and risks entering global markets | ||||
| | | | | | | | | | | | |||||||||||||||||||||||||||
| A. Russell | l | l | l | l | l | l | l | l | l | l | ||||||||||||||||||||||||||||
| J. Gangolli | l | l | l | l | l | l | l | l | l | l | l | |||||||||||||||||||||||||||
| O. Ware | l | l | l | l | l | l | l | l | ||||||||||||||||||||||||||||||
| M. Foley | l | l | l | l | l | l | l | l | l | l | ||||||||||||||||||||||||||||
| C. Nolet | l | l | l | l | l | l | l | l | ||||||||||||||||||||||||||||||
| J. Beraud | l | l | l | l | l | l | l | |||||||||||||||||||||||||||||||
| C. Kolaja | l | l | l | l | l | l | l | |||||||||||||||||||||||||||||||
| V. Coric | l | l | l | l | l | l | l | l | l | l | ||||||||||||||||||||||||||||
We believe our directors have an appropriate balance of knowledge, experience, attributes, skills, diversity and expertise as a group to ensure that the Board appropriately fulfills its oversight responsibilities and acts in the best interests of stockholders. Although specific qualifications for Board membership may vary from time to time, desired qualities include (A)(i) the highest personal integrity and ethics, (B)(ii) relevant expertise upon which to be able to offer advice and guidance to management, (C)(iii) demonstrated excellence in his or her field, (D)(iv) sound business judgment, and (E)(v) sufficient time to devote to the affairs of the Company, and (F)(vi) commitment to rigorously represent the long-term interests of our stockholders. The following charts show the key skills and experienceexperiences that we consider important in light offor our current business structure and that our directors bringBoard to our boardroom:
possess.
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TABLE OF CONTENTS
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QUESTIONS AND ANSWERS
ABOUT THESE PROXY MATERIALS AND VOTING
Why did I receive a notice regarding the availability of proxy materials on the Internet?
We sent you the proxy notice because our Board is soliciting your proxy to vote at our Annual Meeting, including at any adjournments or postponements of the meeting. We have elected to provide access to the full proxy materials over the Internet and have provided our stockholders with instructions on how to access the proxy materials in the Notice of Internet Availability of Proxy Materials (the “Notice”) that you received.
Rules adopted by the Securities and Exchange Commission (the “SEC”) allow us to provide access to our proxy materials over the Internet. All stockholders will have the ability to access the proxy materials on the website at www.proxyvote.com, or may request a printed set of the proxy materials. Instructions on how to access the proxy materials or to request a printed copy may be found in the Notice.
We intend to mail the Notice to all stockholders of record entitled to vote at the Annual Meeting on or about March 24, 2021.21, 2024.
How do I attend the Annual Meeting?
This year’s Annual Meeting will be held entirely online due to the public health concerns regarding the COVID-19 pandemic.online. You will not be able to attend the Annual Meeting in person. The meeting will be held virtually on May 5, 20211, 2024 at 10:00 a.m. Central Time via live audio-only webcast at www.virtualshareholdermeeting.com/RVNC2021.RVNC2024. To attend the meeting, you will need the 16-digit control number included in your Notice, on your proxy card or on the instructions that accompanied your proxy materials. Online check-in will begin at 9:45 a.m. Central Time, and you should allow ample time for the check-in procedures.
The virtual meeting has been designed to provide the same rights to participate as you would have at an in-person meeting. Information on how to vote by Internet before and during the Annual Meeting is discussed below.
How do I ask questions at the virtual Annual Meeting?
During the Annual Meeting, you may submit questions in the question box provided at www.virtualshareholdermeeting.com/RVNC2021.RVNC2024. We will respond to as many inquiries at the Annual Meeting as time allows.
What if during the check-in time or during the Annual Meeting I have technical difficulties or trouble accessing the virtual meeting website?
We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual Annual Meeting audio-only webcast during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting website log-in page.
What if I cannot virtually attend the Annual Meeting?
You may vote your shares electronically before the meeting by Internet, by proxy or by telephone as described below. You do not need to access the Annual Meeting audio-only webcast to vote if you submitted your vote via proxy, by Internet or by telephone in advance of the Annual Meeting.
Who can vote at the Annual Meeting?
Only stockholders of record at the close of business on March 11, 20218, 2024 will be entitled to vote at the Annual Meeting. On thisthe record date, there were 71,382,894104,215,614 shares of common stock outstanding and entitled to vote.
1
Stockholder of Record: Shares Registered in Your Name
If on March 11, 20218, 2024 your shares were registered directly in your name with our transfer agent, Computershare, then you are a stockholder of record. As a stockholder of record, you may vote by Internet before or during the Annual meeting,Meeting, by telephone or by proxy. Whether or not you plan to attend the meeting, we urge you to fill out and return the proxy card or vote by Internet or by telephone before the meeting to ensure your vote is counted.
Beneficial Owner: Shares Registered in the Name of a Broker or Bank
If on March 11, 20218, 2024 your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and the Notice is being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. You are also invited to attend the Annual Meeting. You may vote your shares by Internet during the meeting with the 16-digit control number included in the Notice, proxy card or in the other materials provided by your bank, brokerage firm or other nominee.
What am I voting on?
There are fourthree matters scheduled for a vote:
•Election of directors;
•Ratification of the selection of PwC as the independent registered public accounting firm for the fiscal year 2021;2024; and
•Approval of, on an advisory basis, the compensation of our named executive officers; and
What if another matter is properly brought before the meeting?
The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the meeting, the persons designated in the accompanying proxy intend to vote on those matters in accordance with their best judgment.
How do I vote?
You may either vote “For” or “Withhold” for each of the nominees to the Board.
For the proposal to ratify the selection of PwC, and to approve, on an advisory basis, the compensation of our named executive officers, and to approve the amendment to our Charter, you may vote “For,” “Against” or abstain from voting.
The procedures for voting are fairly simple:
Stockholder of Record: Shares Registered in Your Name
If you are a stockholder of record, you may vote by Internet before or during the Annual Meeting, by telephone before the Annual Meeting or by proxy. Whether or not you plan to attend the meeting, we urge you to vote by proxy to ensure your vote is counted.
•To vote using the proxy card, simply complete, sign, date and return the proxy card pursuant to the instructions on the card. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct us to.
•To vote over the telephone before the Annual Meeting, dial toll-free 1-800-690-6903 using a touch-tone phone and follow the recorded instructions. You will be asked to provide the company number and the 16-digit control number included in your Notice, on your proxy card or on the instructions that accompanied
your proxy materials. Your telephone vote must be received by 11:59 p.m. Eastern Time on May 4, 2021April 30, 2024 to be counted.
•To vote through the Internet before the Annual Meeting, go to www.proxyvote.com and follow the on-screen instructions. You will need the 16-digit control number included in your Notice, on your proxy card
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or on the instructions that accompanied your proxy materials. Your Internet vote must be received by 11:59 p.m., Eastern Time on May 4, 2021April 30, 2024 to be counted.
•To vote through the Internet during the meeting, please visit www.virtualshareholdermeeting.com/RVNC2021RVNC2024 and have available the 16-digit control number included in your Notice, on your proxy card or on the instructions that accompanied your proxy materials.
Beneficial Owner: Shares Registered in the Name of Broker or Bank
If you are a beneficial owner of shares registered in the name of your broker or other agent, you should have received a notice containing voting instructions from that organization rather than from Revance. Simply follow the voting instructions in the notice to ensure that your vote is counted. You may vote your shares by Internet during the meeting with the 16-digit control number included in the Notice, proxy card or in the other materials provided by your bank, brokerage firm or other nominee.
How many votes do I have?
On each matter to be voted upon, you have one vote for each share of common stock you own as of March 11, 2021.8, 2024.
What happens if I do not vote?
Stockholder of Record: Shares Registered in Your Name
If you are a stockholder of record and do not vote by completing your proxy card, by telephone before the Annual Meeting, or through the Internet before or during the Annual Meeting, your shares will not be voted.
Beneficial Owner: Shares Registered in the Name of Broker or Other Agent
If you are a beneficial owner of shares held in street name and you do not instruct your broker, bank or other agent how to vote your shares, your broker, bank or other agent may still be able to vote your shares in its discretion. In this regard, under the rules of the New York Stock Exchange ("NYSE"(“NYSE”), brokers, banks and other securities intermediaries that are subject to NYSE rules may use their discretion to vote your “uninstructed” shares with respect to matters considered to be “routine” under NYSE rules, but not with respect to “non-routine” matters. Under the rules and interpretations of NYSE, “non-routine” matters are matters that may substantially affect the rights or privileges of stockholders, such as mergers, stockholder proposals, elections of directors (even if not contested), executive compensation (including any advisory stockholder votes on executive compensation and on the frequency of stockholder votes on executive compensation), and certain corporate governance proposals, even if management-supported. Therefore, without your instructions, your broker or other agent may not vote your shares on Proposal 1 (election (Election of directors)Directors), or Proposal 3 (advisory vote (Advisory Vote on executive compensation)Executive Compensation) which are considered to be "non-routine"“non-routine” matters, but may vote your shares on Proposal 2 (ratification (Ratification of auditors) and Proposal 4 (amendment to our Charter to increase the authorized shares of our common stock)Auditors), which areis considered to be "routine" matters.a “routine” matter.
What if I return a proxy card or otherwise vote but do not make specific choices?
If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, “For” the election of all nominees for director, “For” the ratification of the selection of PwC as the independent registered public accounting firm for the fiscal year 2021,2024, and “For” the compensation of our named executive officers and "For" the amendment to our Charter to increase the authorized shares of our common stock.officers. If any other matter is properly presented at the meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.
Who is paying for this proxy solicitation?
We will pay for the entire cost of soliciting proxies. We have engaged Alliance Advisors as our proxy solicitor to help us solicit proxies for a fee of $22,500, plus reasonable out-of-pocket expense. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokers and other agents for the cost of forwarding proxy materials to beneficial owners.
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What does it mean if I receive more than one Notice?
If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on each of the Notices to ensure that all of your shares are voted.
Can I change my vote after submitting my proxy?
Stockholder of Record: Shares Registered in Your Name
Yes. You can revoke your proxy at any time before the final vote at the meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:
•You may submit another properly completed proxy card with a later date.
•You may grant a subsequent proxy by telephone or through the Internet. You will need the 16- digit control number included in your Notice, on your proxy card or on the instructions that accompanied your proxy materials.
•You may send a timely written notice that you are revoking your proxy to our Corporate Secretary at 7555 Gateway Blvd., Newark, CA 94560.1222 Demonbreun Street, Suite 2000, Nashville, Tennessee, 37203.
•You may virtually attend the Annual Meeting and vote by Internet by visiting www.virtualshareholdermeeting.com/RVNC2021RVNC2024. To attend the meeting, you will need the 16-digit control number included in your Notice, on your proxy card or on the instructions that accompanied your proxy materials. Simply attending the meeting will not, by itself, revoke your proxy.
Your most current proxy card or telephone or Internet proxy is the one that is counted.
Beneficial Owner: Shares Registered in the Name of Broker or Agent
If your shares are held by your broker or agent, you should follow the instructions provided by your broker or agent.
When are stockholder proposals and director nominations due for next year’s annual meeting?
To be considered for inclusion in next year’s proxy materials, your proposal must be submitted in writing by November 24, 2021,21, 2024, to Secretary, Revance Therapeutics, Inc., 7555 Gateway Blvd., Newark, CA 94560.1222 Demonbreun Street, Suite 2000, Nashville, Tennessee, 37203. If you wish to submit a proposal (including a director nomination) at the meeting that is not to be included in next year’s proxy materials, you must do so no earlier than the close of business on January 5, 2022,1, 2025, and no later than the close of business on February 4, 2022.January 31, 2025. You are also advised to review our bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations. In addition, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must also comply with the additional requirements of Rule 14a-19(b).
How are votes counted?
Votes will be counted by the inspector of election appointed for the meeting, who will separately count:
•votes “For,” “Withhold” and broker non-votes for the proposal to elect directors (Proposal 1)(Proposal 1); and
•votes “For,” and “Against,” abstentions and, if applicable, broker non-votes for the ratification of the auditors (Proposal 2)(Proposal 2), and for the advisory vote on executive compensation (Proposal 3) and for the proposal to amend the Charter to increase the number(Proposal 3).
4 (Charter amendment), abstentions (and broker non-votes, if any) will be counted towards the vote total and will have the same effect as “Against” votes.
What are “broker non-votes”?
As discussed above, when a beneficial owner of shares held in street name does not give voting instructions to his or her broker, bank or other securities intermediary holding his or her shares as to how to vote on matters deemed to be “non-routine” under NYSE rules, the broker, bank or other such agent cannot vote the shares. These un-voted shares are counted as “broker non-votes.”
As a reminder, if you are a beneficial owner of shares held in street name, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank or other agent by the deadline provided in the materials you receive from your broker, bank or other agent.
How many votes are needed to approve each proposal?
Assuming that a quorum is present at the annual meeting, the following votes will be required for approval:
| Proposal | Vote Required for Approval | |||||||
| Proposal 1 | Directors shall be elected by a plurality of the votes of the shares present in person, by remote communication, or represented by proxy at the meeting and entitled to vote generally on the election of directors. | |||||||
| Proposal 2 | Affirmative vote of the majority of shares present in person, by remote communication or represented by proxy at the meeting and entitled to vote generally on the subject matter. | |||||||
| Proposal 3 | Affirmative vote of the majority of shares present in person, by remote communication or represented by proxy at the meeting and entitled to vote generally on the subject matter. | |||||||
What is the quorum requirement?
A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding a majority of the outstanding shares entitled to vote are present at the meeting in person, by remote communication or represented by proxy. On the record date of March 11, 2021,8, 2024, there were 71,382,894104,215,614 shares outstanding and entitled to vote. Thus, the holders of 35,691,44852,107,808 shares must be present in person, by remote communication or represented by proxy at the meeting to have a quorum.
Your shares will be counted toward the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker or other agent), vote over the telephone before the Annual Meeting, vote through the Internet before the Annual Meeting, or if you virtually attend the Annual Meeting and vote by Internet during the Annual Meeting by visiting www.virtualshareholdermeeting.com/RVNC2021RVNC2024. Abstentions and broker non-votes will be counted toward the quorum requirement. If there is no quorum, the holders of a majority of shares present at the meeting in person, by remote communication or represented by proxy may adjourn the meeting to another date.
How can I find out the results of the voting at the Annual Meeting?
Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a current report on Form 8-K that we expect to file within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.
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PROPOSAL 1
ELECTION OF DIRECTORS
Our Board is divided into three classes, with each class having a three-year term. Vacancies on the Board may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified.
The Board currently consists of 11 directors. Mr. Byrnes, the Chair of the Compensation Committee, and Dr. Gardner are retiring from the Board effective immediately prior to the Annual Meeting in connection with the director tenure policy adopted by the Board in 2020. As of the date of the Annual Meeting, the Board size will be nineeight directors. There are three directors in the class whose term of office expires in 2021,2024, Mr. Russell, Mr. Gangolli and Ms. Ware, and each of these directors areis standing for re-election at the Annual Meeting. Each of Mr. Russell, Mr. Gangolli and Ms. Ware is currently a director of the Company and was nominated by the Nominating and Corporate Governance Committee. Of the three nominees, eachEach of Mr. Russell, and Mr. Gangolli hasand Ms. Ware have previously been elected by the stockholders, while Ms. Ware was appointed by the Board in March 2020.stockholders. If elected at the Annual Meeting, each of these nominees agreed to serve until the 20242027 annual meeting and until his or her successor has been duly elected and qualified, or, if sooner, until their death, resignation or removal. It is our policy to encourage directors and nominees for director to attend the Annual Meeting. All of the directors who were members of our Board at the time of the 20202023 Annual Meeting of Stockholders attended the 20202023 Annual Meeting.Meeting of Stockholders. See the “Proxy Summary—Information About Our Directors—Director Backgrounds, Experience and Diversity” for information on director background and diversity.
Our Board has established a director tenure policy, which provides that directors reaching 12 years of service will be evaluated by the full Board with the expectation of stepping down. In certain circumstances, a majority vote of the independent directors can be used to extend the service of a 12-year term director. If a 12-year director’s term is extended, they will be evaluated annually with the expectation that they will step down unless a majority vote of independent directors determines to extend their service for another year. The Board has re-nominated Mr. Russell for a three-year term with the expectation that he step down when he reaches 12 years of service in 2026, consistent with this policy. The Board will evaluate at that time whether to extend his service.
Required Vote and Board Recommendation
Directors are elected by a plurality of the votes of the shares present in person, by remote communication, or represented by proxy at the meeting and entitled to vote generally on the election of directors. The three director nominees receiving the highest number of “For” votes will be elected. In tabulating the voting results for the election of directors, withhold votes and broker non-votes have no effect and will not be counted towards the number of shares voted “For”.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE IN FAVOR OFFOR EACH NAMED NOMINEE.
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DIRECTORS
The following is a brief biography of each director nominee and each of our other continuing directors, including their respective ages as of the date of this proxy statement.Proxy Statement. Each biography includes information regarding the experience, qualifications, attributes or skills that caused our Board to determine that each applicable nominee or other current director should serve as a member of our Board. The categories of key skills are:
| | | | ||||||||||||||||
| Senior Leadership Experience | Financial and Accounting | Biotechnology/Life Science | Commercialization | ||||||||||||||||
| | | | | |||||||||||||||
| Information Technology/Cybersecurity Experience | |||||||||||||||||||
| | | | | ||||||||||
| Risk Oversight and Risk Management | Manufacturing and Supply Chain | |||||||||||||
| | | | |||||||||||
| Governance/Public Company Board Experience | Human Capital Management | Therapeutics Experience | International Experience | |||||||||||
| Name | Age | Title | Class and Year Term Ending | ||||||||
| Angus C. Russell | Chairman of the Board | Class I (Term Ending | |||||||||
| Julian S. Gangolli | Director | Class I (Term Ending | |||||||||
| Olivia C. Ware | Director | Class I (Term Ending | |||||||||
| Mark J. Foley | Class II (Term Ending | ||||||||||
| Director | Class II (Term Ending | ||||||||||
| Director | |||||||||||
| Class III (Term Ending | |||||||||||
| Carey O'Connor Kolaja | Director | Class III (Term Ending | |||||||||
| Class III (Term Ending | |||||||||||
1Our Board has established a director tenure policy, which provides that directors reaching 12 years of service will be evaluated by the full Board with the expectation of stepping down. In certain circumstances, a majority vote of the independent directors, can be used to extend the service of a 12-year term director. If a 12-year director’s term is extended, he/she will be evaluated annually with the expectation that he/she will step down unless a majority vote of independent directors determines to extend his/her term for another year. The Board has re-nominated Mr. Russell for a three-year term with the expectation that he step down when he reaches 12 years of service in 2026, consistent with this policy. The Board will evaluate at that time whether to extend his service.
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| Angus C. Russell | ||||||||||||||||||||||||||||||||||||||
 | His experience at Shire plc and other public pharmaceutical companies provide invaluable insights that will support the  | |||||||||||||||||||||||||||||||||||||
Committee Memberships Compensation Committee (member since February 2018) Nominating and Corporate Governance Committee | ||||||||||||||||||||||||||||||||||||||
Positions Shire plc •CEO (2008 – 2013) •CFO (1999 – 2008) AstraZeneca •VP, Corporate Finance (1999) | Current Public Company Directorships Lineage Cell Therapeutics, a clinical stage biotechnology company (December 2014 – present) Other Public Company Board Experience Mallinckrodt plc, a commercial-stage pharmaceutical company (August 2014 to June 2022) TherapeuticsMD, a commercial-stage pharmaceutical company (March 2015 to December 2022) | |||||||||||||||||||||||||||||||||||||
| Key Skills | ||||||||||||||||||||||||||||||||||||||
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| Julian S. Gangolli | ||||||||||||||||||||||||||||||||||||||
 | Mr. Gangolli’s experience navigating complex commercial operations at global, public pharmaceutical companies, including his experience in launching new products and strategic licensing deals, provides valuable insight to the Board and the Company as it aims to build its aesthetic and therapeutic franchises through the recent launch of DAXXIFY. Mr. Gangolli also provides the Board with valuable perspectives and background given the breadth of his experience serving on other public company boards. | |||||||||||||||||||||||||||||||||||||
Independent Director since 2016 Committee Memberships Audit Committee (member since July 2016) Brand Strategy Committee (member since October 2019) | ||||||||||||||||||||||||||||||||||||||
Positions GW Pharmaceuticals Inc. •President, North America (2015 – 2019) Allergan Inc. •President, •Senior Vice President, U.S. Eye Care Other Roles at VIVUS, Inc., Syntex Pharmaceuticals, Inc. | Current Public Company Directorships Krystal Biotech, Outlook Therapeutics, Other Public Company Board Experience GW Pharmaceuticals, a commercial-stage biopharmaceutical  | |||||||||||||||||||||||||||||||||||||
| Key Skills | ||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | ||||||||||||||||||||||||||||
| Olivia C. Ware | ||||||||||||||||||||||||||||||||||||||
 | Ms. Ware’s experience provides the Board with critical insights as the Company continues to make investments in its portfolio of products in order to deliver on its strategy of building valuable aesthetic and therapeutic franchises and growing its market share. The Board values Ms. Ware’s background in successfully launching a variety of therapeutic products as  | |||||||||||||||||||||||||||||||||||||
Committee Memberships Nominating and Corporate Governance Committee (member since May 2021) | ||||||||||||||||||||||||||||||||||||||
Positions •Senior Vice President, BTK Franchise (November 2019 – March 2021) Proetus Digital Health, Inc. •Senior Vice President (August 2018 – November 2019) Genentech, Inc. •Head, Team Leadership Group (March 2007 – January 2010) •Senior Director, Avastin Marketing (June 2003 – March 2007) •Director, Herceptin Marketing (February 2001 – June 2003) •Senior Product Manager, Rituxan Marketing (February 1999 – January 2001) | Current Public Company Directorships Arcellx, Inc., a clinical-stage biotechnology company (May 2022 – present) Other Public Company Board Experience Ambrx Biopharma Inc., a clinical-stage biopharmaceutical company (April 2021 – June 2022) | |||||||||||||||||||||||||||||||||||||
| Key Skills | ||||||||||||||||||||||||||||||||||||||
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| Mark J. Foley | ||||||||||||||||||||||||||||||||||||||
  | We believe Mr. Foley  | |||||||||||||||||||||||||||||||||||||
| Non- Independent Director since 2019 Independent Director 2017 - 2019 | ||||||||||||||||||||||||||||||||||||||
Positions Revance Therapeutics, Inc. •Chief Executive Officer (October 2019 – present) ZELTIQ Aesthetics •Chairman, President and CEO •Managing Member (2004 – 2018) Ventrica, Inc. •Founder, CEO (1998 – 2004) | Current Public Company Directorships Glaukos Corporation, a commercial-stage medical technology and pharmaceutical company (2015 – present) Other Public Company Board Experience SI-BONE, Inc., a commercial-stage medical device company (2019 – 2021) | |||||||||||||||||||||||||||||||||||||
| Key Skills | ||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | |||||||||||||||||||||||||||||
| Christian W. Nolet | ||||||||||||||||||||||||||||||||||||||
 | Mr. Nolet’s  | |||||||||||||||||||||||||||||||||||||
Committee Memberships Audit Committee Nominating and Corporate Governance Committee Education & Certifications B.S. in Accounting, San Diego State University Certified Public Accountant, retired (California) | ||||||||||||||||||||||||||||||||||||||
Positions Ernst & Young LLP (EY) •Partner and West Region Life Sciences Industry Leader (2001 – 2019) PricewaterhouseCoopers LLP •Partner (1991 – 2001) Other Experience California Life Sciences, a life science advocacy organization – Executive Committee and Finance Committee (Treasurer) Biotechnology Innovation Organization, a biotech trade association – Finance & Investment Committee, Emerging Companies Section | Current Public Company Directorships Jasper Therapeutics, a clinical-stage biotechnology company (August 2021 – present) ArriVent Biopharma, a clinical-stage biopharmaceutical company (September 2023 - present) Other Public Company Board Experience Viela Bio, Inc., a commercial-stage biotechnology company (August 2019 – March 2021) PolarityTE, a clinical-stage biotechnology company (March 2020 – January 2023) Ambrx Biopharma Inc., a clinical-stage biopharmaceutical company (January 2021 – November 2021) | |||||||||||||||||||||||||||||||||||||
| Key Skills | ||||||||||||||||||||||||||||||||||||||
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| Jill Beraud | ||||||||||||||||||||||||||||||||||||||
  |  | |||||||||||||||||||||||||||||||||||||
 | Throughout Ms. Beraud’s career she has driven company performance through improving brand recognition and through her leadership of consumer marketing initiatives. As the Company begins to establish its strategy for growing its aesthetics franchise and growing the Revance brand with health care | |||||||||||||||||||||||||||||||||||||
Independent Director since 2019 Committee Memberships Brand Strategy Committee - Chair (member since October Compensation Committee - Chair (member since May 2021) | ||||||||||||||||||||||||||||||||||||||
Positions Sh’nnong Beverage Company •CEO and Co-Founder (2018 – 2021) IPPOLITA •CEO (2015 – 2018) Tiffany & Company •EVP, Global Retail & E-commerce (2014 – 2015) Living Proof, Inc. •CEO (2011 – 2014) PepsiCo •President, •Global Chief Marketing Officer Limited Brands •Victoria’s Secret, EVP/Chief Marketing Officer •EVP/COO Marketing (2005 – 2007) •EVP Marketing, Victoria’s Secret Current Public Company Directorships Levi Strauss & Co.  | ||||||||||||||||||||||||||||||||||||||
| Key Skills | ||||||||||||||||||||||||||||||||||||||
| | | | | | | ||||||||||||||||||||||||||||||||
| Carey O’Connor Kolaja | ||||||||||||||||||||||||||||||||||||||
 | Ms. Kolaja Ms. Kolaja’s | |||||||||||||||||||||||||||||||||||||
Independent Director since 2021  Committee Memberships Audit Committee (member since May 2023) Brand Strategy Committee (member since May 2021) | ||||||||||||||||||||||||||||||||||||||
Positions Versapay •CEO and Board Member (March 2023 – present) AU10TIX •CEO (October 2020 – October 2022) •President and COO (May 2019 – October 2020) Citi Fintech, Citigroup Inc. •Global Chief Product Officer (November 2015 – April 2019) PayPal Holdings, Inc. •Various Positions (2003 – 2015) Other Board Experience NEOLOGY INC., a global technology company (March 2019 – March 2023) | ||||||||||||||||||||||||||||||||||||||
| Key Skills | ||||||||||||||||||||||||||||||||||||||
| | | | | | | ||||||||||||||||||||||||||||||||
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| Vlad Coric, M.D. | ||||||||||||||||||||||||||||||||||||||
  | Dr. Coric’s experience in discovering, developing and commercializing therapies that address unmet medical needs enables him to provide the Board with invaluable guidance as the | |||||||||||||||||||||||||||||||||||||
Independent Director  Compensation Committee (member since May 2023) | ||||||||||||||||||||||||||||||||||||||
Positions Biohaven Limited (formerly Biohaven Pharmaceutical Holding Company Limited) •CEO and Chairman, Board of Directors (October 2015 – present) Yale School of Medicine •Associate Clinical Professor (December 2006 – present) •Assistant Clinical Professor (July 2001 – December 2006) Bristol-Myers Squibb •Group Director, Global Clinical Research (January 2007 – September 2015) | Current Public Company Directorships Biohaven Limited, a clinical-stage biopharmaceutical company (2015 - present) Other Board Experience Veradermics, a clinical-stage medical dermatology company Vita Therapeutics, a clinical-stage biotechnology company Pyramid Biosciences, a clinical-stage oncology company | |||||||||||||||||||||||||||||||||||||
| Key Skills | ||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | |||||||||||||||||||||||||||||
BOARD MATTERS
Independence of the Board
As required under Nasdaq listing standards, a majority of the members of a listed company’s board of directors must qualify as “independent,” as affirmatively determined by the board of directors.directors on at least an annual basis. The Board consults with the Company's counsellegal department to ensure that the Board's determinations are consistent with relevant securities and other laws and regulations regarding the definition of "independent,"“independent,” including those set forth in the pertinent listing standards of Nasdaq, as in effect from time to time. Consistent with these considerations, after review of all relevant identified transactions and relationships between each director, or any of his or her family members, and the Company, its senior management and its independent auditors, the Board has affirmatively determined that all of our directors, including our 2024 director nominees, except for Mr. Foley, our President and CEO, and Mr. Rankin, our President of Innovation & Technology, representing seven of our nine continuing directors, are “independent directors” within the meaning of the applicable Nasdaq listing standards. In making this determination, the Board found that none of these directors or nominees for director had a material or other disqualifying relationship with the Company.Company that would compromise their ability to exercise independent judgment.
Board Leadership Structure
Our Board has an independent chair (the “Board Chair”), Mr. Russell, who has authority, among other things, to call and preside over Board meetings, including meetings of the independent directors, to set meeting agendas and to determine materials to be distributed to the Board. Accordingly, the Board Chair has substantial ability to shape the work of the Board. The Company believes that separation of the positions of Board Chair and CEO reinforces the independence of the Board in its oversight of the business and affairs of the Company. In addition, the Company believes that having an independent Board Chair creates an environment that is more conducive to objective evaluation and oversight of management’s performance, increasing management accountability and improving the ability of the Board to monitor whether management’s actions are in the best interests of the Company and its stockholders. As a result, we believe that having an independent Board Chair can enhance the effectiveness of the Board as a whole.
Role of the Board in Risk Oversight
Areas of Board and Committee hasRisk Oversight
| Areas of Focus | Audit | Brand Strategy | Compensation | Nominating and Corporate Governance | Board | ||||||||||||
| Accounting and Financial Reporting | X | X | |||||||||||||||
| Audit Matters | X | X | |||||||||||||||
| Cybersecurity | X | X | |||||||||||||||
| Enterprise Risk Management | X | X | |||||||||||||||
| Investments & Investment Guidelines | X | X | |||||||||||||||
| Related Person Transactions | X | X | |||||||||||||||
| Customer and Consumer Reputational Risk | X | X | |||||||||||||||
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| Areas of Focus | Audit | Brand Strategy | Compensation | Nominating and Corporate Governance | Board | ||||||||||||
| Commercialization and Marketing Risks | X | X | |||||||||||||||
| Services & Solutions Innovation | X | X | |||||||||||||||
| Incentive Plans | X | X | |||||||||||||||
| Diversity, Equity and Inclusion strategy | X | X | X | ||||||||||||||
| Executive Compensation Practices | X | X | |||||||||||||||
| Human Capital Management | X | X | |||||||||||||||
| Executive Officer Succession Planning | X | X | X | ||||||||||||||
| Corporate Governance | X | X | |||||||||||||||
| Board Evaluation | X | X | |||||||||||||||
| Board Succession Planning | X | X | |||||||||||||||
| ESG | X | X | |||||||||||||||
| Stockholder Concerns | X | X | |||||||||||||||
| Business Strategy | X | ||||||||||||||||
| Financing Strategy | X | ||||||||||||||||
Our Board oversight of risk is informed by updates from management team members responsible for oversight of particular risk areas, which typically occurs quarterly, but may occur more often as business developments dictate.
Cybersecurity and Information Security Risk
We recognize the responsibilityimportance of information security, cyber readiness, and data privacy protections to considerour business and discuss our major financial risk exposures and the steps ourreputation. While management has taken to monitor and control these exposures, including guidelinesgeneral responsibility for implementation of our information technology, cybersecurity, and policies, to governstandards and practices, including vigilance, deployment and use of system safeguards, employee training and incident response and recovery planning, the process by which risk assessmentBoard and management is undertaken. In addition, our Audit Committee hasare actively engaged in the responsibility to consider the adequacy and effectivenessoversight of our information security policies and practicesprogram. The Board’s oversight of cybersecurity risk management is supported by the Audit Committee, which regularly interacts with the company’s Chief Financial Officer (“CFO”), the Company’s VP of Information Technology, other members of management and the internal controls regardingCompany's external Chief Information Security Officer.
Board Cybersecurity Expertise
Ms. Kolaja, who is an expert in data and asset protection through the use of technology and has had key information security responsibilities on a global scale in connection with product development over the last twenty years, became a member of the Audit Committee in 2023. See “Directors” for further information on Ms. Kolaja’s cybersecurity experience.
Board and Audit Committee Oversight
The Board and the Audit Committee each receive regular presentations and reports on cybersecurity risks, which address a wide range of topics including, those concerning data privacy, cybersecurityfor example, recent developments, evolving standards, vulnerability
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assessments, third-party and backup ofindependent reviews, the threat environment, technological trends and information systems. Oursecurity considerations arising with respect to the Company’s peers and third parties. The Audit Committee also monitors compliance with legalreceives prompt and regulatory requirements. Our Nominating and Corporate Governancetimely information regarding any cybersecurity incident that meets preestablished factors, as well as ongoing updates regarding such incident until it has been resolved. Cybersecurity events that meet specified criteria are also escalated to the Disclosure Committee. At least once each year, the Audit Committee monitorsholds a meeting dedicated to cybersecurity matters, in addition to receiving quarterly updates on cybersecurity matters at regularly scheduled Audit Committee meetings. On at least an annual basis, Company management presents to the effectiveness of our ESG strategy and corporate governance policies, including whether they are successful in preventing illegal or improper liability-creating conduct, and stockholder engagement. Our Compensation Committee reviews and approves executive officer compensation and its alignment withBoard on the Company's business and strategic plans and assesses and monitors whether anyapproach to cybersecurity risk management.
Management Oversight
The Company’s VP of our compensation policies and programs hasInformation Technology is the potential to encourage excessive risk-taking.
Incident Response and Recovery Planning
The Company has established a strategy to mitigate the immediate and potential long-term impactsCore Incident Response Team, which is comprised of the pandemic, protect the healthVP of Information Technology and members of the cybersecurity, legal and enterprise risk & commercial compliance teams. The Core Incident Response Team works with other members of the Company’s management and collaboratively across the Company to promptly respond to cybersecurity incidents in accordance with the Company’s incident response and its employeesrecovery plans. Through the ongoing communications from these teams, the Core Incident Response Team, along with the CFO, monitors the prevention, detection, mitigation and continue to executeremediation of cybersecurity incidents in real time. Cybersecurity events that meet specified criteria are escalated for further review by the Audit Committee and/or the Disclosure Committee. The Disclosure Committee assesses and determines materiality based on our strategic objectivesthe information provided by the Incident Response Team and deliver value to our stockholders. Management provided regular updatesmakes recommendations to the BoardCFO regarding disclosure. The Company also maintains cybersecurity insurance coverage to supplement our cybersecurity program given the complex and evolving nature of cyber threats.
Data Governance Committee
In 2023, the Company conducted a third-party data governance assessment. Following the completion of this assessment, in March 2024, the Company established a data governance program which is designed to ensure that the Company’s data assets are of high quality, secure, compliant and aligned with the Company’s strategic goals and values. The program is led by the Data Governance Steering Committee, which is sponsored by the CFO and Chief Legal Officer & General Counsel (“CLO”). It is comprised of the VP of Information Technology and cross-functional senior leaders from cybersecurity, legal, enterprise risk and commercial compliance, commercial and operations. The Data Governance Steering Committee will present to the Audit Committee updates on its committees regarding the progress on this strategy.project roadmap and status of key initiatives.
Meetings of the Board
The Board met seven times during 2020.2023. All directors, except Dr. Vlad Coric, attended 100% of the aggregate number of meetingsat least 75% of the Board and committee meetings of the committees on which theyhe/she served during 2020.fiscal year 2023.
Information Regarding Committees of the Board
The Board hashad an established an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee a Science and Technology Committee and a Brand Strategy Committee.Committee during the year ended December 31, 2023. The following table provides membership information for each of the Board committees as of December 31, 2020:2023 and the number of meetings held by each committee during 2023:
Name(1) | Audit | Compensation | Nominating and Corporate Governance | Science and Technology | Brand Strategy | |||||||||||||||||||||||||||
| Jill Beraud | X* | |||||||||||||||||||||||||||||||
| Robert Byrnes | X | X* | X | |||||||||||||||||||||||||||||
| Julian S. Gangolli | X | X | ||||||||||||||||||||||||||||||
| Phyllis Gardner, M.D. | X | X | ||||||||||||||||||||||||||||||
| Chris Nolet | X* | |||||||||||||||||||||||||||||||
| Angus C. Russell | X | X* | ||||||||||||||||||||||||||||||
| Philip J. Vickers, Ph.D. | X* | |||||||||||||||||||||||||||||||
| Meetings | 4 | 5 | 1 | 4 | 4 | |||||||||||||||||||||||||||
Name1 | Audit | Compensation | Nominating and Corporate Governance | Brand Strategy | ||||||||||||||||||||||
| Jill Beraud | X | X | ||||||||||||||||||||||||
| Vlad Coric, M.D. | X | |||||||||||||||||||||||||
| Julian S. Gangolli | X | X | ||||||||||||||||||||||||
| Chris Nolet | X | X | ||||||||||||||||||||||||
| Carey O'Connor Kolaja | X | X | ||||||||||||||||||||||||
| Angus C. Russell | X | X | ||||||||||||||||||||||||
| Olivia C. Ware | X | |||||||||||||||||||||||||
| Meetings | 7 | 5 | 4 | 3 | ||||||||||||||||||||||
Boxes including a bold X indicate committee chairperson.
1 Dr. Philip Vickers was a member of the Audit Committee and Nominating and Corporate Governance Committee, and Dr. Gardner, a current member of the Compensation Committee and Science and Technology Committee, are retiring from the Board effective immediately prior to the Annual Meeting in connection with the director tenure policy adopted by the Board in 2020. Effective as of the Annual Meeting, committee composition will change as follows: Ms. Beraud will become Chair of the Compensation Committee and Ms. Kolaja will become a member of the Compensation Committee; Dr. Vickers will become a member of the Audit Committee; Mr. Nolet and Ms. Ware will become members of the Nominating and Corporate Governance Committee; Ms. Ware will become a member of the Science and Technology Committee; and Ms. Kolaja will join the Brand Strategy Committee.until his retirement on May 3, 2023.
Below is a description of each standing committee of the Board.standing committees of the Board in 2023.
Audit Committee
The Audit Committee was established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"“Exchange Act”), to oversee our corporate accounting and financial reporting processes and audits of itsour consolidated financial statements. The principal duties and responsibilities of our Audit Committee include:
•appointing and retaining an independent registered public accounting firm to serve as independent auditor to audit our consolidated financial statements, overseeing the independent auditor’s work and determining the independent auditor’s compensation;
•approving in advance all audit services and non-audit services to be provided to us by our independent auditor;
•establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls, auditing or compliance matters, as well as for the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters;
•reviewing and discussing with management and our independent auditor the results of the annual audit and the independent auditor’s review of our quarterly condensed consolidated financial statements;
•conferring with management and our independent auditor about the scope, adequacy and effectiveness of our internal accounting controls, the objectivity of our financial reporting and our accounting policies and practices;
•establishing appropriate insurance coverage for the Company’s directors and officers;
•reviewing and discussing with management and, as appropriate, the independent auditor, the Company’s guidelines and policies with respect to risk assessment and risk management, including the Company’s major financial risk exposures and the steps taken by management to monitor and control these exposures andexposures;
•assessing the adequacy and effectiveness of the Company’s information security policies and practices and the internal controls regarding information security, including those concerning data privacy, cybersecurity, and backup of information systems;systems and compliance with PCI DSS (which will no longer be applicable following the full shut down of the Fintech Platform);
•reviewing and overseeing any material cybersecurity incidents and data breaches and the Company’s plans to mitigate cybersecurity risks; and
•reviewing and assessing, at least annually, the performance of the Audit Committee and the adequacy of its charter.
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The Audit Committee is currently composed of three directors: Mr. Nolet, Mr. ByrnesGangolli and Mr. Gangolli,Ms. Kolaja, with Mr. Nolet serving as chair of the committee. Effective as of the Annual Meeting, Mr.Dr. Philip Vickers will becomewas a member of the Audit Committee.Committee until his retirement from the Board effective May 3, 2023. The Board has adopted a written Audit Committee charter that is available to stockholders on our website at www.revance.com.
Our Board has determined that all current members of our Audit Committee satisfy the independence requirements under Rule 5605(c)(2)(A)(i) and (ii) of the Nasdaq listing standards and Rule 10A-3(b)(1) of the Exchange Act. Each member of the Audit Committee meets the requirements for financial literacy under the applicable rules and regulations of the SEC and Nasdaq. Our Board has determined that Mr. Nolet is an “audit committee financial expert” within the meaning of the SEC regulations. Our Board has determined that the composition of our Audit Committee meets the criteria for independence under, and the functioning of our Audit Committee complies with, the applicable requirements of the Nasdaq listing rules and SEC rules and regulations. We intend to continue to evaluate the requirements applicable to us and comply with future requirements to the extent that they become applicable to our Audit Committee.
Report of the Audit Committee of the Board*
The Audit Committee has reviewed and discussed the audited consolidated financial statements for the year ended December 31, 20202023 with our management. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the "PCAOB"“PCAOB”) and the SEC. The Audit Committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the audit committee concerning independence, and has discussed with the independent registered public accounting firm the accounting firm’s independence. Based on the foregoing, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2020,2023, filed with the SEC on February 25, 2021.28, 2024.
The foregoing report has been furnished by the Audit Committee.
Mr. Chris Nolet
Mr. Robert Byrnes
Ms. Carey O’Connor Kolaja
*The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any of our filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.filing.
Compensation Committee
The Compensation Committee acts on behalf of the Board to review, recommend for adoption and oversee our compensation strategy, policies, plans and programs, including:
•establishment of corporate and individual performance objectives relevant to the compensation of our executive officers and other senior management and evaluation of performance in light of these stated objectives;
•review and approval of the compensation and other terms of employment or service, including severance and change-in-control arrangements, of our CEO and other executive officers;
•administration of our equity compensation plans, deferred compensation plans and other similar plans and programs;
•assisting the Board in its oversight of the development, implementation and effectiveness of the Company’s policies and strategies relating to its human capital management function, including, but not limited to, those policies and strategies regarding recruiting, retention, career development and progression, diversity and employment practices;
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•reviewing and recommending to the Board compensation paid to the non-employee directors for their Board and Board committee service;
•overseeing engagement with stockholders and proxy advisory firms on executive compensation matters; and
•reviewing and assessing, at least annually, the performance of the Compensation Committee and the adequacy of its charter.
The Compensation Committee is currently composed of three directors: Mr. Byrnes,Ms. Beraud, Dr. GardnerCoric and Mr. Russell, with Mr. ByrnesMs. Beraud serving as chair of the committee. Effective as of the Annual Meeting, Ms. Beraud will become the Chair and Ms. Kolaja will joinserved as a member of the Compensation Committee asfor a member.portion of 2023, serving until the 2023 Annual Meeting, held May 3, 2023. All members of our Compensation Committee are independent (as independence is currently defined in Rule 5605(d)(2) of the Nasdaq listing standards). The Board has adopted a written Compensation Committee charter that is available to stockholders on our website at www.revance.com.
Compensation Committee Processes and Procedures
Typically, the Compensation Committee meets at least four times annually and with greater frequency if necessary. The agenda for each meeting is developed by the chair of the Compensation Committee. The Compensation Committee meets regularly in executive session. In addition, members of management and other employees as well as outside advisors or consultants are regularly invited by the Compensation Committee to make presentations, to provide financial or other background information or advice or to otherwise participate in Compensation Committee meetings. See "Executive Compensation—Compensation Discussion and Analysis"” for further information. The CEO may not participate in, or be present during, any deliberations or determinations of the Compensation Committee regarding his compensation. The charter of the Compensation Committee grants the Compensation Committee full access to all books, records, facilities and personnel of the Company. In addition, under theits charter, the Compensation Committee has the authority to obtain, at our expense, advice and assistance from compensation consultants and internal and external legal, accounting or other advisors and other external resources that the Compensation Committee considers necessary or appropriate in the performance of its duties. In particular, the Compensation Committee has the sole authority to retain, in its sole discretion, compensation consultants to assist in its evaluation of CEO, senior executive and director compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. Under theits charter, the Compensation Committee may select, or receive advice from, a compensation consultant, legal counsel or other adviser to the Compensation Committee, other than in-house legal counsel and certain other types of advisers, only after taking into consideration six factors, prescribed by the SEC and Nasdaq, that bear upon the adviser’s independence; however, there is no requirement that any advisor be independent.
The Compensation Committee has retained Radford, part of the Rewards Solutions practice at Aon plcFrederic W. Cook & Co., Inc. (“Radford”FW Cook”), as its independent compensation consultant. The Compensation Committee requested that Radford:FW Cook:
•evaluate the efficacy of our existing compensation strategy and practices in supporting and reinforcing our long-term strategic goals; and
•assist in refining our compensation strategy and in developing and implementing an executive compensation program to execute that strategy.
In addition, as part of its engagement, our Compensation Committee requested that RadfordFW Cook develop a comparative group of companies and to perform analyses of competitive performance and compensation levels for that group. Although our Board and Compensation Committee consider the advice and recommendations of RadfordFW Cook as it relates to our executive compensation program, the Board and Compensation Committee ultimately make their own decisions about these matters. See "“Executive Compensation—Compensation Discussion and Analysis"” for further information.
Nominating and Corporate Governance Committee
Our Nominating and Corporate Governance Committee makes recommendations regarding corporate governance, the composition of our Board, identification, evaluation and nomination of director candidates and the structure and composition of committees of our Board and has oversight responsibility for ESG matters. The Nominating and Corporate Governance Committee has the following responsibilities, among other things, as set forth in the Nominating and Corporate Governance Committee’s charter:
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•identifying, evaluating, nominating and recommending individuals for membership on our Board;
•reviewing and evaluating director performance on our Board and its applicable committees, and recommending to our Board and management areas for improvement;
•reviewing and recommending to our Board any amendments to our corporate governance policies;
•overseeing and recommending to the Board the Company’s corporate social responsibility and sustainability (ESG) initiatives, policies and procedures;
•reviewing and recommending to the Board the selection of the chair and membership of each Board committee;
•overseeing and reviewing our processes and procedures to provide information to our Board and its committees;
•reviewing and recommending to the Board compensation paid to the non-employee directors for their Board and Board committee service;
•reviewing and assessing, at least annually, the performance of the Nominating and Corporate Governance Committee and the adequacy of its charter.
The Nominating and Corporate Governance Committee is currently composed of twothree directors: Mr. Russell, Mr. Nolet and Mr. Byrnes,Ms. Ware, with Mr. Russell serving as the chair of the committee. Effective as of the date of the Annual Meeting, the committee size will expand to three, and Mr. Nolet and Ms. Ware will join the Nominating and Corporate Governance Committee. All members of the Nominating and Corporate Governance Committee are independent (as independence is currently defined in Rule 5605(a)(2) of the Nasdaq listing standards). The Board has adopted a written Nominating and Corporate Governance Committee charter that is available to stockholders on our website at www.revance.com.
The Nominating and Corporate Governance Committee believes that candidates for director should have certain minimum qualifications, including the ability to read and understand basic financial statements and having the highest personal integrity and ethics. The Nominating and Corporate Governance Committee also considers such factors as possessing relevant expertise upon which to be able to offer advice and guidance to management, having sufficient time to devote to the affairs of the Company, demonstrated excellence in his or her field, having the ability to exercise sound business judgment and having the commitment to rigorously represent the long-term interests of our stockholders. However, the Nominating and Corporate Governance Committee retains the right to modify these qualifications from time to time. Candidates for director nominees are reviewed in the context of the current composition of the Board, the operating requirements of the Company and the long-term interests of stockholders. In conducting this assessment, the Nominating and Corporate Governance Committee typically considers diversity, age, skills and such other factors as it deems appropriate, given the current needs of the Board and the Company, to maintain a balance of knowledge, experience and capability. Please see "The Board believes that diversity of viewpoints, background, experience and other characteristics, such as race, gender, ethnicity, sexual orientation, culture and nationality, are an important part of its makeup, and it actively seeks these characteristics in identifying director candidates. See “Proxy Summary—Information About Directors—Director Backgrounds, Experience and Diversity"” for a description of key skills, experience, and attributes that we consider important in light of our current business and structure and that our directors bring to our boardroom. In the case of incumbent directors whose terms of office are set to expire, the Nominating and Corporate Governance Committee reviews these directors’ overall service to the Company during their terms, including the number of meetings attended, level of participation, quality of performance and any other relationships and transactions that might impair the directors’ independence. The committee also will also consider the results of the Board’s and each committee’s self-evaluation, conducted annually on a group and individual basis.
In the case of new director candidates, the Nominating and Corporate Governance Committee uses its network of contacts and of the Board and management to compile a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm. The Nominating and Corporate Governance Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of the Board. The Nominating and Corporate Governance Committee also determines whether the nominee is independent for Nasdaq purposes, which determination is based upon applicable Nasdaq listing standards, and applicable SEC rules and regulations. The Nominating and Corporate Governance Committee meets to discuss and consider the candidates’ qualifications and then selects a nominee for recommendation to the Board by majority vote.
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The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders. The Nominating and Corporate Governance Committee does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above, based on whether or not the candidate was recommended by a stockholder. Stockholders who wish to recommend individuals for consideration by the Nominating and Corporate Governance Committee to become nominees for election to the Board may do so by delivering a written recommendation to the Nominating and Corporate Governance Committee at the following address: Revance Therapeutics, Inc., 7555 Gateway Blvd., Newark, CA 94560,1222 Demonbreun Street, Suite 2000, Nashville, Tennessee, 37203, not later than November 24, 2021,21, 2024, to be considered for inclusion in next year’s proxy materials, and not later than February 4, 2022,January 31, 2025, nor earlier than January 5, 2022,1, 2025, to be considered timely for purposes of the advance notice provisions set forth in the Company’s bylaws. Submissions must include the name, age, business address and residence address of such nominee and the reasons for nomination, the principal occupation or employment of such nominee and a description of the qualifications & business or professional experience of such nominee, the class and number of shares of each class of our capital stock or other securities which are owned of record and beneficially by such nominee, the date or dates on which such shares were acquired and the investment intent of such acquisition, a statement of whether such nominee, if elected, intends to tender, promptly following such person’s failure to receive the required vote for election or reelection at the next meeting at which such person would face election or re-election, an irrevocable resignation effective upon acceptance of such resignation by the Board and such other information requirements set forth in the Company's bylaws.bylaws, including information required to be disclosed pursuant to Regulation 14A and Rule 14a-19 under the Exchange Act. Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected.
an agreement to comply with all of the Company’s publicly available applicable policies and guidelines, and disclose information required by the Exchange Act. The principal dutiessubmission must also provide reasonable evidence that Rule 14a-19(a)(3) under the Exchange Act has been satisfied, and responsibilities of our Sciencea completed and Technology Committee include:
Brand Strategy Committee
The principal duties and responsibilities of our Brand Strategy Committee include:
•reviewing and advising the Board on overall strategy, direction and effectiveness of our brand and marketing plans and strategies and its role in achieving our long-term goals and objectives;
•identifying and providing the Board with the committee’s views on marketing and branding developments and trends that are relevant to the Company and in alignment with the Company’s strategy and success of the commercialization of the Company’s product commercializationproducts and sales;services;
•assessing and advising the Board, from time to time, on the committee’s view of the quality, expertise recruitment and retention of sales and marketing personnel in our commercial organization;
•advising the Board with respect to collaborations with physicians and influencers, and participation in other programs to enhance the Company’s value proposition and visibility of its products and services in the marketplace; and
•reviewing and assessing, annually, the committee’s own performance of the committee and, periodically, the adequacy of its charter.
The Brand Strategy Committee is currently composed of twothree directors: Ms. Beraud, and Mr. Gangolli and Ms. Kolaja, with Ms. Beraud serving as chair of the committee. Ms. Kolaja will also be added as an additional member to the Brand Strategy Committee effective as of the date of the Annual Meeting. The Board has adopted a written Brand Strategy Committee charter that is available to stockholders on our website at www.revance.com.
CORPORATE GOVERNANCE
The Board, as well as management, is committed to responsible corporate governance to ensure that we are managed for the benefit of our stockholders. To that end, the Board and management regularly review and update our corporate governance policies and practices, as appropriate and based on feedback received during stockholder engagement and, when required, make changes to such policies and practices as mandated by the Sarbanes-Oxley Act of 2022, the Dodd-Frank Act, other SEC rules and regulations and the Nasdaq listing standards.
Stockholder Engagement
We believe that regular and transparent engagement with our investors on topics such as ESG, corporate governance and executive compensation is important and promotes long-term value for our stakeholders.
At our 20202023 Annual Meeting of Stockholders, we held our second "sayfifth “say on pay"pay” advisory vote. Our stockholders approved, on an advisory basis, the compensation of our named executive officers, as disclosed in our 20202023 proxy statement. The proposal was supported by approximately 52%97% of the total votes cast. This level of support was a significant decline from our first advisory vote in 2019, in which approximately 92% of votes were cast in favor of the program. Our Compensation Committee felt it was essential to understand the change in the level of support and engage in dialog with our stockholders regarding our compensation program. As a result,In 2023, we reached out to our largest stockholders representingholders of approximately 76% of our outstanding common stock to gain a better understanding of their views regarding our executive compensation program as well as other governance and sustainability matters. Since our 2020 Annual Meeting of Stockholders, members of our executive management team held informative discussions with stockholders representing approximately 49%72% of our outstanding common stock, excluding shares held by directors and executive officers. Stockholders’From November 2023 to January 2024, members of our executive management team and the Chairman of our Board held informative discussions with stockholders representing approximately 30% of our outstanding common stock as of October 31, 2023, excluding shares held by directors and executive officers. Stockholder feedback wasis regularly reviewed by the Compensation Committee, the Nominating and Corporate Governance Committee and the management team.
We continued to refine our executive compensation program and related disclosures, with emphasis on increasing the amount of pay tied directly to Company performance. Please see "“Executive Compensation—Compensation Discussion and Analysis—Executive Compensation Policies and Practices—Practices—Results of 20202023 Say-on-Pay Vote, Stockholder Outreach and Response"” for additional information. In addition,response to stockholder feedback and to provide greater transparency on our corporate governance program, the Proxy Statement includes expanded disclosures related to how the skill set of our Board is pertinent to our business strategy (please see “Directors”), Board risk oversight (please see “Board Matters—Role of the Board in Risk Oversight”), Board evaluation process (please see “Corporate Governance—Stockholder Engagement—Annual Board and Committee Self Evaluations”), cybersecurity expertise (please see “Directors” and “Board Matters—Role of the Board in Risk Oversight—Board Cybersecurity Expertise”), details on our annual evaluation of declassifying the Board, and plans to remove the evergreen provision in our future equity incentive plan (please see “Proxy Summary —Executive Compensation Highlights”). Further, in response to stockholders’ feedback on our sustainability initiatives, we issued our firstsecond ESG report in 2023, which detailedincludes the results of our commitments and efforts to building strongfirst materiality assessment, along with expanded disclosures on corporate governance and operating sustainably and responsibly.human capital management. Please see "—“ESG Initiatives" below” for additional information.
The Company’s stockholders may communicate with the Board or any of its directors, through the “Contact Revance” page on our website at www.revance.com. These communications will be received and reviewed by our Senior Vice President, General Counsel & Corporate Secretary,CLO, who will determine whether the communication should be presented to the Board. The purpose of this screening is to allow the Board to avoid having to consider irrelevant or inappropriate communications (such as advertisements, solicitations and hostile communications). All communications directed to the Audit Committee in accordance with the Company’s Whistleblower Policy are sent directly to the Chair of the Audit Committee and our Senior Vice President, General Counsel & Corporate Secretary.CLO.
Corporate Governance Guidelines
The Board has adopted Corporate Governance Guidelines to assureensure that the Board will have the necessary authority and practices in place to review and evaluate the Company’s business operations as needed and to make decisions that are independent of the Company’s management. The guidelines are also intended to align the interests of directors and management with those of the Company’s stockholders. The Corporate Governance Guidelines set forth the practices the Board follows with respect to board composition and selection, board responsibilities, board meetings and involvement of senior management, CEO performance evaluation and succession planning and board committees and compensation. The Corporate Governance Guidelines, as well as the charters for each committee of the Board, may be viewed at www.revance.com.
Director Tenure
The Board considers the historical and institutional knowledge that longer-tenured directors possess to be important to an appropriately balanced Board. Directors who have served on the Board for an extended period of time are able to provide continuity and valuable insight into the Company, its operations and prospects based on their experience with, and understanding of the Company’s history, policies and objectives. The Board also appreciates the value of thoughtful Board refreshment and regularly identifies and considers qualities, skills and other director attributes that’sthat would enhance the composition of the Board. In light of the value the Board places on having a mix of long and short tenured directors, in 2020, the Board adopted a director tenure policy. The Board does not believe it should limit the number of terms for which an individual may serve as a director. However, directors reaching 12 years of service will be evaluated by the full Board with the expectation of stepping down to either increase diversity of the Board and/or better align Board composition with business and organizational changes of the Company. However,down. In certain circumstances, a majority vote of the independent directors, can be used to extend the service of a 12-year term director. If a 12-year director’s termservice is extended, they will be evaluated again at the end of that next termannually with the expectation that they will step down.down unless a majority vote of independent directors extends their service for another year. Board members that step down will continue to provide service until a suitable replacement is found by the Nominating and Corporate Governance Committee and fully ratified by the Board.
Five of our nineeight continuing directors were newly nominated and appointed to the Board from 2019-2021.2019-2023. If each independent director nominee is elected to the Board, after the Annual Meeting, our independent directors will have served an average of approximately 3just under four years on the Board. Overall, our Board, including both independent and employee directors will have an average tenure of approximately 3over four and a half years. We believe the composition of our Board reflects a diversity of perspectives and is aligned with the strategic direction of the Company.
Director Commitments
Our Board believes that all members of the Board must have sufficient time to devote the necessary attention to his or her Board duties. As a result, our Corporate Governance Guidelines limit the total number of public company boards that a director may serve on as set forth below. The Board may approve service on additional boards in certain circumstances.
•a director who is not a public company chief executive officer: four total public company boards, including our Board;
•a director who serves as a chief executive officer of a public company: two total public company boards, including our Board, in addition to their employer's board; and
•a director who serves on the Audit Committee: three public company audit committees, including our Audit Committee, unless the audit committee member is a retired certified public accountant, chief financial officer or controller.
All of our directors are currently in compliance with our policy.
Annual Board and Committee Self-Evaluations
Our Corporate Governance Guidelines require that the Nominating and Corporate Governance Committee annually review, discuss and assess the performance of the Board, including Board committees, and each committee charter requires annual committee assessments.
Mr. Russell, the independent Board Chair, leads the evaluation process in conjunction with our external legal advisors. Our external legal advisors prepare questionnaires that are completed anonymously by each director in their capacities as Board members and Board Committee members. Following receipt of the questionnaire results, our external legal advisors prepare summaries analyzing the feedback received both quantitatively and qualitatively, and provide that feedback to Mr. Russell on an anonymous basis. Mr. Russell reviews the feedback with the Nominating and Corporate Governance Committee and the Board and identifies any themes or issues that have emerged and recommends proposed changes, as appropriate, to the governance structure, process and/or policies at the following regular meeting of the Board.
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The questionnaires seek feedback from the Board and the members of each committee on the following topics, both qualitatively and quantitatively, among others:
•the Board’s oversight role;
•corporate strategy and measurable progress of the Company;
•the effectiveness of the Board and committees’ review of the responsibilities within their areas of oversight;
•the topics, focus areas and agenda items for Board and committee meetings;
•Board and committee governance structure and independence;
•Board and committee composition;
•the evaluation process for new directors and leadership;
•the division of responsibility between the Board and committees;
•communication and relationships between the Board and management;
•the Board’s access to independent advisors, resources and members of management; and
•the operation, functioning and administration of the Board and its committees.
Code of Business Conduct and Ethics
The Board has adopted a Code of Business Conduct and Ethics (the "Code“Code of Conduct"Conduct”) that applies to all officers, directors, employees and consultants. The Code of Conduct addresses, among other things, ethical principles, insider trading, conflicts of interest, compliance with laws, financial integrity and public reporting, fair dealing, gifts and entertainment, proper use of Company assets and confidentiality.
The Code of Conduct is available on our website at www.revance.com. If we make any substantive amendments to the Code of Conduct or grant any waiver from a provision of the Code of Conduct to any executive officer or director, we will disclose the nature of the amendment on our website, by filing a current report on Form 8-K with the SEC within four business days of such amendment, or in a manner otherwise permitted by applicable law.
Committee Charters
See “Board Matters—Information Regarding Committees of the Board” for a description of the Board’s delegation of authority and responsibilities to the five standing committees.
Insider Trading and Hedging Policy
As part of our Insider Trading and Trading Window Policy ("(“Insider Trading Policy"Policy”), we require that all of our employeesexecutive officers, directors and directorscertain designated employees limit their transactions in our stock to defined time periods, subject to certain exceptions. We also require that executive officers, directors and certain designated employees notify, and receive approval from, our Controller, Chief Financial Officer or CEOa Company clearing officer prior to engaging in transactions in our stock and observe other restrictions designed to minimize the risk of apparent or actual insider trading. These restrictions apply to any entities or family members whose trading activities are controlled or influenced by anysuch executive officer, director or employee.
Further, our Insider Trading Policy prohibits our directors and employees, and directorsincluding our executive officers, from engaging in short sales, transactions in put or call options, hedging transactions, margin accounts, pledges, or other inherently speculative transactions with respect to our stock at any time.
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Relatedly, we adopted a 10b5-1 Trading Plan Policy, effective March 1, 2023, applicable to any directors, officers, employees and consultants of the Company governing any insider trading plans intended to rely on the affirmative defense against insider trading liability in accordance with Rule 10b5-1 under the Exchange Act. Under the policy, a person may enter into a Rule 10b5-1 Trading Plan only during an open trading window or other suspension of an applicable blackout period when both (1) purchases and sales by the applicable insider are otherwise permitted pursuant to our Insider Trading and Trading Window Policy and (2) when such person does not possess any material, nonpublic information. Pursuant to Rule 10b5-1, the applicable insider is subject to certain “cooling off” periods when plans are entered into, modified or terminated.
The disclosure under the caption “Insider Trading and Hedging Policy” is not to be incorporated by reference in any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
Stock Ownership Guidelines
ESG Initiatives
The Nominating and Corporate Governance Committee oversees Revance’s ESG strategy and initiatives. In addition, the Company’s ESG strategy and initiatives and works withSteering Committee, which is comprised of leadership across key business units including investor relations, communications, legal, finance and accounting, manufacturing and supply chain, human resources, and enterprise risk management and compliance, leads the planning and execution of the company’s ESG program. ESG is discussed with the Nominating and Governance Committee on a quarterly basis.
We have continued to advance our program and refine our ESG framework. Our ESG strategy is centered on three pillars:
•Innovation and Access: We are committed to setting new standards for patient care and physician experience, while simultaneously helping to optimize the overall healthcare system. The cornerstone of this effort is delivering innovation to address the unmet needs of consumers, patients and healthcare professionals in addition to providing pharmacoeconomic benefits with our portfolio of Products.
•Strong Workplace Culture: We aspire to attract and retain a diverse and highly skilled workforce to foster a culture of innovation. Through our efforts to ensure diversity, inclusivity and belonging, we hope to unlock the tremendous potential of our team and its impact on the communities in which we serve.
•Responsible Business: We seek to build trust with our stakeholders and identify and mitigate risks to the Company by implementing strong corporate governance practices and utilizing clear and actionable policies to support product quality and safety and minimize our environmental footprint where possible.
Our 2022 ESG Report, published in March 2023, reflects our focus on these pillars. It also detailed the results of our first materiality assessment and progress across the environmental, social, and governance issues it identified. The materiality assessment was developed in response to stockholder outreachfeedback, and was led by our ESG Steering Committee, with oversight from the Nominating and Corporate Governance Committee. The assessment enabled us to understand the priority level of various ESG matters to the Company and its stakeholders. Further, we continue to conduct annual stockholder engagement to receive feedback on our corporate governance and ESG matters.
The table below outlines a summary of the results of our materiality assessment that were assigned priority by our executive management team and executive compensation programs.
 |  | ||||
 |  | ||||
| ESG Priorities | 2023 Progress | ||||||||
| Cybersecurity | Disclosure - We have also enhanced our disclosure related to the cybersecurity expertise of the Board and | ||||||||
| Human Capital | |||||||||
| Product Quality & Safety | Disclosure - Revance requires adherence to all applicable federal regulations as outlined by the FDA, and we have enhanced our disclosures on how we ensure product quality and safety in | ||||||||
| Governance | |||||||||
| Corporate Governance | Disclosure - This year, we expanded our disclosure of the | ||||||||
| Executive Compensation | |||||||||
| Manufacturing & Supply Chain | Initiatives - Secured FDA approval in March 2023 of our PAS for ABPS, Revance’s fill-finish contract manufacturer, mitigating risks related to our supply chain by diversifying the manufacturing of our drug product and | ||||||||
NON-EMPLOYEE DIRECTOR COMPENSATION
Our non-employee director compensation policy is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our stockholders.
Under our non-employee director compensation policy, we pay each of our non-employee directors a cash retainer for service on the Board and for service on each committee on which the director is a member. The Board Chair and chair of each committee receives an additional retainer for such service. These retainers are payable in arrears in four equal quarterly installments on the last day of each quarter, provided that the amount of such payment will be prorated for any portion of such quarter that the director is not serving on our Board.
Our non-employee director compensation policy provides for an initial grant of options to purchase shares of our common stock and restricted stock awards ("RSAs"(“RSAs”) to new directors upon their joining the Board. In addition, aton the date of each annual meeting of stockholders, each then-serving non-employee director receives a grant of options to purchase shares of our common stock and RSAs. The exercise price of these options will equal the fair market value of our common stock on the date of grant, and these options will vest on the one-year anniversary of the grant date, subject to the director’s continued service as a director. The RSAs granted pursuant to the non-employee director compensation policy will vest on the one year anniversary of the grant date, subject to the director’s continued service as a director.
Our Board reviews our non-employee director compensation policy at least annually and considers market data provided by Radfordour independent compensation consultant as a reference point when making adjustments to our annual compensation levels for our non-employee directors. The Board amendedOur non-employee director compensation policy is described below. We did not make any changes to our non-employee director compensation policy in December 2019 and February 2021, as described below:for 2023.
Cash Compensation
The following table describes the annual cash compensation applicable to each role performed by non-employee directors as outlined in our non-employee director compensation policy in effect for the fiscal year ended December 31, 2020, and applicable to each role effective January 1, 2021.2023.
| 2020 | 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Member Annual Service Retainer | Chairperson Additional Annual Service Retainer | Member Annual Service Retainer | Chairperson Additional Annual Service Retainer | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 2023 | 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Member Annual Service Retainer | Member Annual Service Retainer | Committee Chair Annual Service Retainer | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Board of Directors | Board of Directors | $ | 42,000 | $ | 36,000 | $ | 50,000 | $ | 36,000 | ||||||||||||||||||||||||||||||||||||||||||||
| Audit Committee | Audit Committee | $ | 10,000 | $ | 10,000 | $ | 10,000 | $ | 10,000 | ||||||||||||||||||||||||||||||||||||||||||||
| Compensation Committee | Compensation Committee | $ | 7,500 | $ | 7,500 | $ | 7,500 | $ | 7,500 | ||||||||||||||||||||||||||||||||||||||||||||
| Nominating and Corporate Governance Committee | Nominating and Corporate Governance Committee | $ | 5,000 | $ | 5,000 | $ | 7,500 | $ | 7,500 | ||||||||||||||||||||||||||||||||||||||||||||
| Science and Technology Committee | $ | 6,000 | $ | 6,500 | $ | 7,500 | $ | 7,500 | |||||||||||||||||||||||||||||||||||||||||||||
| Brand Strategy Committee | Brand Strategy Committee | $ | 6,000 | $ | 6,500 | $ | 7,500 | $ | 7,500 | ||||||||||||||||||||||||||||||||||||||||||||
Equity Compensation
The number of shares underlying each RSA is determined by dividing the equity grant date value by the thirty-day trailing average closing stock price of our common stock as of the date of grant and, in the case of options, by applying a Black-Scholes option pricing model using the same historical average closing price. The Compensation Committee used a historical average closing market price to determine the number of shares subject to each RSA and option, rather than a single day stock price on the date of grant, in order to provide a more stabilized stock value less susceptible to potential swings in the market.The Compensation Committee understands that using a historical average stock price can result in the ultimate grant date value of an award as required to be reported in the Director
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Compensation Table under Accounting Standards Codification (“ASC”) 718 being higher or lower than the equity grant value, but has considered, in consultation with its independent compensation consultant and determined that the process described above is the most appropriate for us at this time.
Expense Reimbursement
Directors have been and will continue to be reimbursed for expenses directly related to their activities as directors, including attendance at board and committee meetings. Directors are also entitled to the protection provided by their indemnification agreements and the indemnification provisions in our amended and restated certificate of incorporation and amended and restated bylaws.
The compensation provided to our non-employee directors in 2020for the year ended December 31, 2023 is enumerated in the table below. The table excludes Mark J. Foley, our President and CEO, and Aubrey Rankin, our President of Innovation and Technology, both of whomwho served as an executive officersofficer in 2020. Neither2023. Mr. Foley nor Mr. Rankin received anyno compensation for serving as a director in 2020.2023. The table includes Dr. Philip Vickers, who served as a director up until the 2023 annual stockholders’ meeting.
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Total ($) | ||||||||||||||||||||||
| Jill Beraud | $ | 80,000 | $ | 118,778 | $ | 118,755 | (2) | $ | 317,533 | |||||||||||||||||
| Vlad Coric, M.D. | $ | 46,820 | $ | 187,335 | $ | 187,335 | (3) | $ | 421,490 | |||||||||||||||||
| Julian S. Gangolli | $ | 67,500 | $ | 118,778 | $ | 118,755 | (4) | $ | 305,033 | |||||||||||||||||
| Carey O’Connor Kolaja | $ | 66,650 | $ | 118,778 | $ | 118,755 | (5) | $ | 304,183 | |||||||||||||||||
| Chris Nolet | $ | 77,500 | $ | 118,778 | $ | 118,755 | (6) | $ | 315,033 | |||||||||||||||||
| Angus C. Russell | $ | 108,500 | $ | 118,778 | $ | 118,755 | (7) | $ | 346,033 | |||||||||||||||||
| Philip J. Vickers, Ph.D. | $ | 30,000 | $ | — | $ | — | (8) | $ | 30,000 | |||||||||||||||||
| Olivia C. Ware | $ | 57,500 | $ | 118,778 | $ | 118,755 | (9) | $ | 295,033 | |||||||||||||||||
| Name | Fees Earned ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Total ($) | ||||||||||||||||||||||
| Jill Beraud | $ | 54,500 | $ | 116,400 | $ | 123,967 | (2) | $ | 294,867 | |||||||||||||||||
| Robert Byrnes | $ | 72,000 | $ | 116,400 | $ | 123,967 | (3) | $ | 312,367 | |||||||||||||||||
| Julian S. Gangolli | $ | 58,000 | $ | 116,400 | $ | 123,967 | (4) | $ | 298,367 | |||||||||||||||||
| Phyllis Gardner, M.D. | $ | 55,500 | $ | 116,400 | $ | 123,967 | (5) | $ | 295,867 | |||||||||||||||||
| Chris Nolet | $ | 62,000 | $ | 116,400 | $ | 123,967 | (6) | $ | 302,367 | |||||||||||||||||
| Angus C. Russell | $ | 93,500 | $ | 116,400 | $ | 123,967 | (7) | $ | 333,867 | |||||||||||||||||
| Philip J. Vickers, Ph.D. | $ | 54,500 | $ | 116,400 | $ | 123,967 | (8) | $ | 294,867 | |||||||||||||||||
(1)The dollar amounts in this column represent the grant date fair value of the stock options and RSAs granted during 2020.2023. These amounts have been calculated in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC")ASC 718, Compensation – Stock Compensation, and, with respect to stock options, using the Black-Scholes option-pricing model. For a discussion of valuation assumptions, see Note 1311 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020,2023, filed on February 25, 2021.28, 2024 (the “FY2023 10-K”). These amounts do not necessarily correspond to the actual value that may be recognized from the stock options and RSAs by the applicable directors.
(2)As of December 31, 2020,2023, Ms. Beraud held options to purchase 30,00054,222 shares of our common stock and RSAs3,534 shares of 6,000 shares.common stock underlying RSAs.
(3)The dollar amount represents Dr. Coric’s initial equity grant as a new Board member of $350,000 and his annual equity grant, which was pro-rated for the number of months he served until the 2023 Annual Meeting of Stockholders. As of December 31, 2023, Dr. Coric held options to purchase 9,562 shares of our common stock and 5,784 shares of common stock underlying RSAs.
(4)As of December 31, 2020,2023, Mr. ByrnesGangolli held options to purchase 80,33375,222 shares of our common stock and RSAs of 6,000 shares.3,534 shares of common stock underlying RSAs.
(8)As of December 31, 2020,2023, Dr. Vickers held options to purchase 67,00085,307 shares of our common stock.
(9)As of December 31, 2023, Ms. Ware held options to purchase 29,100 shares of our common stock and RSAs3,534 shares of 6,000 shares.common stock underlying RSAs.
PROPOSAL 2
RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee has selected PwC as our independent registered public accounting firm for the fiscal year ending December 31, 20212024 and has further directed that management submit the selection of its independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. Representatives of PwC are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.
Neither our bylaws nor other governing documents or law require stockholder ratification of the selection of PwC as our independent registered public accounting firm. However, the Board is submitting the selection of PwC to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Board will reconsider whether or not to retain that firm. Even if the selection is ratified, the Board in its discretion may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in best interests of the Company and its stockholders.
Principal Accountant Fees and Services
The following table presents the aggregate fees billed to the Company by PwC for the years ended December 31, 20202023 and 2019.2022:
| Year Ended December 31, | |||||||||||
| 2020 | 2019 | ||||||||||
Audit Fees (1) | $ | 2,226,500 | $ | 1,296,600 | |||||||
Audit Related Fees (2) | 365,900 | 300,000 | |||||||||
Tax Fees (3) | 25,668 | — | |||||||||
All Other Fees (4) | 900 | 5,000 | |||||||||
| Total | $ | 2,618,968 | $ | 1,601,600 | |||||||
| Year Ended December 31, | |||||||||||
| 2023 | 2022 | ||||||||||
Audit Fees (1) | $ | 2,642,150 | $ | 2,341,727 | |||||||
| Audit Related Fees | — | — | |||||||||
| Tax Fees | 25,000 | — | |||||||||
All Other Fees (2) | 2,187 | 4,150 | |||||||||
| Total | $ | 2,669,337 | $ | 2,345,877 | |||||||
(1)Audit Fees consist of fees for professional services rendered in connection with the audit of our annual consolidated financial statements, andthe audit of our internal control over financial reporting, the review of our quarterly condensed consolidated financial statements.
All fees described above were pre-approved by the Audit Committee.
Auditor Independence
PwC’s independence.
Pre-approval Policies and Procedures
Consistent with requirements of the SEC and the PCAOB regarding auditor independence, our Audit Committee is responsible for the appointment, compensation and oversight of the work of our independent registered public accounting firm. In recognition of this responsibility, our Audit Committee has established a policy for the pre-approval of all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services.
Before engagement of the independent registered public accounting firm for the next year’s audit, the independent registered public accounting firm submits a detailed description of services expected to be rendered during that year for each of the following categories of services to the Audit Committee for approval:
•Audit services. Audit services include work performed for the audit of our financial statements, and the review of financial statements included in our quarterly reports and the audit of our internal control over financial reporting, as well as work that is normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings.
•Audit-related services. Audit-related services are for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not covered above under “audit services.”
•Tax services. Tax services include all services performed by the independent registered public accounting firm’s tax personnel for tax compliance, tax advice and tax planning.
•Other services. Other services are those services not described in the other categories.
The Audit Committee pre-approves services or categories of services on a case-by-case basis. The fees are budgeted, and the Audit Committee requires the independent registered public accounting firm and management to report actual fees versus budgeted fees periodically throughout the year by category of service. During the year, circumstances may arise when it may become necessary to engage the independent registered public accounting firm for additional services not contemplated in the original pre-approval. In those instances, the services must be pre-approved by the Audit Committee before the independent registered public accounting firm is engaged.
Required Vote and Board Recommendation
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE IN FAVOR OFFOR PROPOSAL 2.
PROPOSAL 3
ADVISORY VOTE ON THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS
At the 2019 Annual Meeting of Stockholders, our stockholders indicated their preference that the Company solicit a non-binding advisory vote on named executive officer compensation, commonly referred to as a “say-on-pay vote,” every year. The Board has adopted a policy that is consistent with that preference. In accordance with that policy, this year, we are again asking our stockholders to approve, on an advisory basis, the compensation of our named executive officers. We are presenting this Proposal 3 as required by Section 14A of the Exchange Act. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this Proxy Statement.
The compensation of our named executive officers subject to the vote is disclosed in “Compensation“Executive Compensation—Compensation Discussion and Analysis” and the compensation tables and the related narrative disclosure contained in this Proxy Statement. As discussed in the “Executive Compensation—Compensation Discussion and Analysis” section of this Proxy Statement,, the Board believes that our executive compensation program effectively aligns executive pay with our performance and our stockholders’ interests and results in the attraction and retention of highly talented executives. The Board encourages our stockholders to read the disclosures set forth in the “Executive Compensation—Compensation Discussion and Analysis” section of this Proxy Statement to review the correlation between compensation and performance, as well as compensation actions taken in 2020.2023.
Accordingly, the Board recommends that our stockholders vote FOR the following resolution:
“RESOLVED, that the compensation paid to our named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”
Because the vote is advisory, it is not binding on the Board or on us. Nevertheless, the views expressed by our stockholders, whether through this vote or otherwise, are important to management and the Board and, accordingly, the Compensation Committee and Board intend to consider the results of this vote in making determinations in the future regarding executive compensation arrangements. Your vote will serve as an additional tool to guide the Compensation Committee and Board in continuing to improve the alignment of our executive compensation programs with business objectives and performance and with the interests of our stockholders. Unless the Board decides to modify its policy regarding the frequency of soliciting say-on-pay votes, following this Annual Meeting, the next scheduled say-on-pay vote will be at the 20222025 Annual Meeting of Stockholders.
Required Vote and Board Recommendation
Advisory approval of Proposal 3 requires the affirmative vote of a majority of the shares present in person, by remote communication or represented by proxy and entitled to vote on the matter at the Annual Meeting. Abstentions will be counted toward the tabulation of votes cast on the proposal and will have the same effect as votes against this proposal. Broker non-votes will have no effect and will not be counted towards the vote total.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”FOR PROPOSAL 3.
EXECUTIVE OFFICERS
The following table provides information regarding our executive officers as of March 11, 2021.8, 2024.
| Name | Age | Position(s) | |||||||||||||||||||||||
| Mark J. Foley | 58 | ||||||||||||||||||||||||
| Tobin C. Schilke | 49 | ||||||||||||||||||||||||
| 44 | President | ||||||||||||||||||||||||
| Dwight Moxie | 48 | ||||||||||||||||||||||||
| 49 | |||||||||||||||||||||||||
| 47 | Chief Commercial Officer | ||||||||||||||||||||||||
1 Mr. Sjuts will cease serving as our President effective March 31, 2024. Mr. Sjuts is expected to continue to provide consulting services to the Company in a non-executive officer capacity until March 31, 2025.
Tobin C. Schilke has served joined Revance as our Chief Financial Officer sinceCFO in November of 2018. He leads the Finance, Investor Relations, Accounting, IT, Business Development, Supply Chain, Facilities and Manufacturing departments. Mr. Schilke brings more than 25 years’ experience in the biopharmaceuticals arena. From 2016 to 2018 Mr. Schilke served as Chief Financial Officer ofat Achaogen, Inc., where, in addition to finance roles, he also led the facilities and IT organizations. Previously, he spent 13 years at Roche, including Genentech, in a biopharmaceutical company, from July 2016 through October 2018. From 2002 to June 2016, Mr. Schilke served invariety of finance and operational roles of increasing responsibility at the Roche Group (including Genentech, Inc.), a pharmaceutical company, including serving as Finance Director and Company DirectorCFO of Roche Products Limited in the United Kingdom from August 2014 to June 2016 and serving as(“Roche UK”), Director of Commercial Financial Planning & Analysis for Genentech’s Commercial Finance BioOncology business, M&A Project Manager, Oncoloy Marketing Manager and as a Business Unit from September 2012Development Manager. In addition to August 2014.his financial leadership at Roche UK, he also oversaw the legal, supply chain, procurement and facilities organizations. He started his biotech career at G.D. Searle & Company, a subsidiary of Pfizer, as a chemical process development engineer. Mr. Schilke holds a B.S. in Chemical Engineering from Lafayette College, a M.S. in Chemical Engineering from the University of California, Berkeley, and an M.B.A. from Cornell University’s Johnson Graduate School of Management.University.
Dustin Sjuts has served as our Chief Operating OfficerPresident since December 2015November 2021 and as our Chief Operating Officer and President, R&D and Product Operations, since January 2020. Dr. Joshi brings over twenty-five years of global experience as a pharmaceutical and biotechnology executive. From March of 2007 to December 2015, Dr. Joshi served as the President and Chief Executive Officer of Alvine Pharmaceuticals, Inc., a pharmaceutical company developing therapeutic products for the treatment of autoimmune and inflammatory diseases, where he was responsible for overseeing all aspects of the company’s business. Prior to Alvine Pharmaceuticals, he served as an Executive Vice President, Chief Technical Officer and member of the Executive Committee at CoTherix, Inc., which was acquired by Actelion Ltd in 2007. Prior to CoTherix, Dr. Joshi was the Vice President of Global Technical Operations, Specialty Pharmaceuticals at Allergan plc where he was responsible for the company’s global biologics manufacturing operations for BOTOX® and its Latin America and Asia Pacific pharmaceutical operations, and held a series of senior management positions. Dr. Joshi currently serves on the board of directors of Genyous Biomed International, Sira Pharmaceuticals, Inc., and Sinopia Biosciences Inc. Dr. Joshi received his BTech in Chemical Engineering from the Indian Institute of Technology, New Delhi, an M.S.E. and a Ph.D. in Chemical Engineering from the University of Michigan, Ann Arbor, and an MBA from the University of California, Irvine.
Dwight Moxie has served as our CLO since January 2024, and previously served as our Senior Vice President, General Counsel & Corporate Secretary from February 2020 to January 2024. From January 2017 to January 2020, Mr. Moxie served as the Chief Counsel World Wide R&D, Commercial Operations, European Operations at Ultragenyx Pharmaceutical Inc., a biotechnology company, where he oversaw commercial operations, litigation, research & development and regulatory matters. From September 2011 to December 2016, Mr. Moxie served as the Chief Counsel to Eye-Care Division at Allergan plc. Mr. Moxie currently serves on the board of directors of Visus Therapeutics, Inc., a private clinical stage pharmaceutical company and California Life Sciences, a life sciences membership organization. Mr. Moxie received a J.D. from Howard University School of Law and a B.A. from the Florida State University.
David A. Hollander has served as our Chief Medical Officer since October 2022, and, as of February 2024 his role was expanded to include Global Therapeutics Franchise Lead. As Chief Medical Officer, Dr. Hollander leads clinical development, medical affairs, scientific innovation, pharmacovigilance as well as quality and regulatory affairs. As Global Therapeutics Franchise Lead, Dr. Hollander oversees the Company’s therapeutics strategy as well as U.S. commercial sales, marketing and payor functions. Dr. Hollander brings over 20 years of experience in the global biotech and pharmaceutical industry. Prior to joining Revance, he was the Chief Research & Development Officer at Aerie Pharmaceuticals, Inc. from November 2019 to February 2022, where he directed preclinical research and clinical development in the U.S., Europe and Japan, and led the company’s medical affairs, regulatory and quality organizations. Previously, he was the Chief Medical Officer at Ora, Inc. from March 2016 to October 2019, where he oversaw medical operations across pharmaceutical and device clinical development, and preclinical studies. Dr. Hollander began his pharmaceuticals industry career at Allergan, Inc., where he served in roles of increasing responsibility, including Vice President, Global Therapeutic Area Head in Clinical Development for Anterior Segment and Consumer Eye Care. Dr. Hollander currently serves as a board member for Kiora Pharmaceuticals, Inc. and the Arnold & Mabel Beckman Foundation. Dr. Hollander holds a B.S. in chemistry from Stanford University, a medical degree from the University of Pennsylvania School of Medicine, and an M.B.A. in Health Care Management from the Wharton School of the University of Pennsylvania. He completed his residency in ophthalmology
at the University of California, San Francisco, and a Heed Fellowship in Cornea, External Disease, and Refractive Surgery at the Jules Stein Eye Institute, University of California, Los Angeles.
Erica Jordan has served as our Chief Commercial Officer since January of 2024 and leads our commercial activities including commercial strategy, sales operations, and marketing, branding, loyalty and customer engagement. Ms. Jordan joined Revance in March 2023 as Senior Vice President, Commercial, bringing 25 years of marketing, sales management, commercial strategy, commercial operations and management experience from global healthcare companies. Prior to joining Revance, she served as President of the Metrex division at Envista Holdings Corporation for two years. Ms. Jordan has held several leadership roles in marketing, commercial and operational leadership roles at Philips Healthcare (KONINKLIJKE PHILIPS N.V.), FUJIFILM Healthcare Americas Corporation, Siemens Healthineers AG, and GE HealthCare Technologies Inc. Ms. Jordan holds a B.S. in Marketing and Finance from the University of Wisconsin, Milwaukee.
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EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS
Overview
This Compensation Discussion and Analysis provides an overview of the material components of our executive compensation program for the fiscal year ended December 31, 2020,2023, for our principal executive officer, during 2020, our principal financial officer and the next threetwo most highly compensated executive officers serving as of the end of 20202023 (we did not have any other executive officers serving at the end of 2023) (the “Named Executive Officers” or “NEOs”). This discussion and analysis is intended to enhance your understanding of the information provided in the compensation tables below and to provide additional context regarding our overall executive compensation program. In addition, we explain how and why our Board and Compensation Committee determined our compensation policies and specific compensation decisions for our NEOs during and for fiscal year 20202023 and, to the extent material, 2021.2024.
Our NEOs for 20202023 consisted of the following individuals:
•Mark J. Foley, President and CEO(1);CEO;
•Tobin C. Schilke, Chief Financial Officer;CFO;
•Dustin Sjuts, Chief Commercial Officer, Aesthetics & Therapeutics;President1; and
•Dwight Moxie, Senior Vice President, General Counsel and Corporate Secretary(2)CLO
1Mr. Foley becameSjuts will cease serving as our President and CEO in October 2019.
Executive Summary
Highlights of our 20202023 Business Activities
•Achieved stock price appreciationGenerated $224.9 million in 2020, resultingrevenue from the sale of our Products and our Services.
•Secured DAXXIFY CD Approval in August 2023.
•Initiated CD PrevU in September 2023.
•Ended fiscal year 2023 with cash, cash equivalents and short-term investments of $253.9 million by maintaining a TSRdisciplined capital allocation strategy, which in 2023 focused on (i) continuing to drive revenue growth by increasing adoption of approximately 77%;
•FDA acceptance of our BLA for our lead product candidate, DaxibotulinumtoxinA for Injection for the treatment of moderate to severe glabellar (frown) lines;
•Secured gross proceeds of $436.5$50.0 million and a cash runway into 2024.in connection with the issuance of notes payable to Athyrium Capital in connection with the NPA Amendment.
Highlights of 20202023 and early 20212024 Executive Compensation Changes and DecisionsProgram
•We revisedcontinued to increase our compensation program to include PSAs. We first granted PSAs toemphasis on equity awards that vest based on performance goals. In 2023, we structured 100% of our CEO in connection with his joining us in late 2019 and we changed ourCEO’s annual equity compensation program for 2020awards to include PSAs for allconsist of PSUs and 67%-75% of our other NEOs, with vesting linkedNEOs’ annual equity awards to targeted business milestones andconsist of PSUs (based on target grant date value).
•We refined our performance goals for performance-vesting equity awards. Our 2022 PSUs vest based on a combination of a meaningful stock price appreciation goals.goal and a key regulatory goal. In 2021,2023, we increased the portionrefined our 2023
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PSUs to vest based on revenue goals over a three-year performance goals and lengthened theperiod. For 2024, PSUs vest based on rigorous TSR performance period to three years for such PSAs;hurdles over a four-year performance period.
•We delivered 87%approximately 88% of our NEO’s 20202023 total direct compensation, on average, to be ‘at-risk’ dependent on Company performance in the form of an annual performance bonus earned and equity incentive awards granted, as reported in the Summary Compensation Table;Table.
•We adopted meaningful stock ownership guidelines for executive officersincluded people and non-employee directors;
•We structured our executive bonus opportunities to be based on key corporate objectives and we exercised discretion to reduce the bonus payouts. We exceeded our corporate goals for 2023, however our Compensation Committee used its discretion to reduce the bonus payouts to a lower amount than would have been paid pursuant to the pre-established formula under the 2023 management bonus plan in order to adjust for the exit of the Fintech Platform, which exit has now been substantially completed. As a result, we paid all 2023 bonuses based solely on performance achievements. We paid 2020 bonuses below targetto our NEOs based on 67.35%∼97% corporate goal achievement, which primarily reflected a 10% decrease from the FDA COVID Delay, and,actual corporate goal achievement.
•We maintained an overall cap on executive bonuses equal to 200% of target bonus for NEOs other than our CEO, individual performance. As a result2023. For 2024, we implemented an overall bonus cap equal to 155% of the FDA COVID Delay, the NEOs are eligible to receive the portion of the 2020 bonuses (up to 45% of our 2020 corporate goals) if the remaining BLA corporate goals are achieved in alignment with our pre-COVID-19 pandemic assumptions and expectations.
Executive Compensation Policies and Practices
Our executive compensation program adheres to the following practices:
| What We Do | What We Don’t Do | |||||||
ü Emphasize “at-risk” compensation and long-term equity incentives ü Tie performance bonus opportunities to defined corporate objectives and cap payout ü Provide transparent disclosure of performance bonus metrics and payout structure ü Structure severance payments as “double-trigger” requiring both a change in control and an involuntary termination for payout ü Maintain a clawback policy and stock ownership guidelines ü Assess risks of our compensation program ü Maintain a Compensation Committee comprised entirely of independent directors ü Retain an independent compensation advisor ü ü Engage in annual stockholder engagement on our executive compensation program and ESG ü Reevaluate and adjust our compensation program annually based on stockholder feedback and market developments | ûNo guaranteed “single-trigger” change in control cash payments ûNo tax reimbursements or tax gross-ups on severance or change in control payments ûNo special executive welfare or health benefits, or supplemental retirement plans not available to our employees generally ûNo guaranteed salary increases or bonuses ûNo hedging or pledging of our stock ûNo extensive perquisites | |||||||
Results of 20202023 Say-on-Pay Vote, Stockholder Outreach and Response
At our 20202023 Annual Meeting of Stockholders, we held our second "say on pay" advisory vote. Our stockholders approved, on an advisory basis, the compensation of our NEOs, as disclosed in our 20202023 proxy statement. The proposal was supported by approximately 52%97% of the total votes cast. This level of support was a significant declinecast, an 19% increase from our first2022 “say on pay” advisory vote in 2019, in which approximately 92% of votes were cast in favor of the program. Our Compensation Committee felt it was essential to understand the change in the level of supportvote. We value our stockholders’ views and engage in dialog with our stockholdersconduct regular stockholder outreach regarding our executive compensation program.
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outstanding common stock, to gain a better understanding of their views regarding ourexcluding shares held by directors and executive compensation program as well as other governance and sustainability matters. Since our 2020 Annual Meeting of Stockholders, membersofficers. Members of our executive management team and, for certain meetings, the Chairman of our Board, held informative discussions with stockholders representing approximately 49%30% of the shares of our outstanding common stock, excluding shares held by directors and executive officers. Stockholders’ feedback was regularly reviewed by
We took the Compensation Committee, the Nominating and Corporate Governance Committee and the management team. On executive compensation, feedbackresults from our stockholders generally coalesced into two key themes that the Compensation Committee took into account in revising the compensation programprior years’ “say on pay” advisory votes and will continue to consider as it further evaluates and develops the executive compensation program: (1) magnitude of CEO pay, driven by the new-hire equity awards granted to Mr. Foley and (2) overall misalignment between pay and performance.
Our Compensation Committee will monitor and continue to evaluate our executive compensation program going forward in light of our stockholdersstockholders’ views and our transforming business needs. Our Compensation Committee expects to continue to consider the outcome of our "say“say on pay"pay” votes and our stockholders'stockholders’ views when making future compensation decisions for our NEOs.
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 biopharmaceuticalbiotechnology 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 following chart summarizes the three main elements of compensation, their objectives and key features.
| Element of Compensation | Objectives | Key Features | ||||||||||||
Base Salary (fixed cash) | Provides financial stability and security through a fixed amount of cash for performing job responsibilities. | Generally reviewed annually and determined based on a number of factors (including individual performance, internal equity, retention, expected cost of living increases and the overall performance of our Company) and by reference to market data provided by our independent compensation consultant. | ||||||||||||
Performance Bonus (at-risk cash) | Motivates and rewards for attaining rigorous annual corporate performance goals that relate to our key business objectives and individual contributions. | Target bonus amounts, calculated as a percentage of base salary, are generally reviewed annually and determined based upon positions that have similar impact on the organization and competitive bonus opportunities in our market. Bonus opportunities are dependent upon achievement of specific corporate performance | ||||||||||||
Long-Term Incentive (at-risk equity) | Motivates and rewards for long-term Company performance; fosters ownership culture, aligns executives’ interests with stockholder interests and long-term stockholder value. Attracts highly qualified executives and encourages their continued employment over the long-term. | Equity opportunities are generally reviewed and determined annually or as appropriate during the year for new hires, promotions, or other special circumstances, such as to encourage retention, or as an incentive for significant achievement. Individual grants are determined based on a number of factors, including current corporate and individual performance, outstanding equity holdings and their retention value and total ownership, historical value of our stock, internal equity amongst executives and market data provided by our independent compensation consultant. Equity grants have historically been provided primarily in the form of stock options and To further align our NEOs’ interests with those of our stockholders, we | ||||||||||||
In evaluating our executive compensation policies and programs, as well as the short-term and long-term value of our executive compensation plans, we consider both the performance and skills of each of our NEOs, as well as the compensation paid to NEOs at similar companies with similar responsibilities. We focus on providing a competitive compensation package which provides significant short-term and long-term incentives for the achievement of measurable corporate objectives. We believe this approach provides an appropriate blend of short-term and long-term incentives to maximize stockholder value.
We do not have any formal policies for allocating compensation among salary, performance bonus awards, equity grants, short-term and long-term compensation, or among cash and non-cash compensation. Instead, the Compensation Committee uses its judgment to establish a total compensation program for each NEO that is a mix of current, short-term and long-term incentive compensation and cash and non-cash compensation, that it believes appropriate to achieve the goals of our executive compensation program and our corporate objectives. However, the Compensation Committee structures a majority of the NEOs’ total target compensation to be comprised of performance-based bonus opportunities and long-term equity awards, in order to align the NEOs’ incentives with the interests of our stockholders and our corporate objectives.
In making executive compensation decisions, the Compensation Committee generally considers each NEO’s total target direct compensation, which consists of base salary, target bonus opportunity, which together with base salary we refer to as target cash compensation and long-term equity awards (valued based on an approximation of grant date fair value).
How We Determine Executive Compensation
Role of the Compensation Committee and Executive Officers in Setting Executive Compensation
The Compensation Committee reviews and oversees our executive compensation policies, plans and programs and reviews and determines the compensation to be paid to all of our executive officers, including the NEOs. Our Compensation Committee consists solely of independent members of the Board. In making its executive compensation determinations, the Compensation Committee considers recommendations from the CEO, for executive officers other than himself and, with respect to the evaluation of the CEO’s performance, the Compensation Committee considers recommendations from the Board Chair and, if it determines appropriate, may also seek recommendations or approval of executive compensation decisions from the independent members of the Board. In making his recommendations for executive officers other than himself, the CEO receives input from our human resources department and has access to various third-party compensation surveys and compensation data provided by the independent compensation consultant to the Compensation Committee, as described below. While the CEO discusses his recommendations for the other executive officers with the Compensation Committee, he does not participate in the deliberations concerning, or the determination of, his own compensation. In addition to our CEO, our Senior Vice President, Human ResourcesChief People Officer and Head of People and General Counsel and Corporate Secretary mayCLO also attend Compensation Committee meetings from time to time and may take part in discussions of executive compensation. The Compensation Committee discusses and makes its determinations with respect to executive compensation matters without any NEOs or other executive officers present (other than the CEO as described above). From time to time, variousVarious other members of management and other employees as well as outside advisers or consultants may beare also invited by the Compensation Committee to make presentations, provide financial or other background information or advice or otherwise participate in the Compensation Committee meetings.
The Compensation Committee meets periodically throughout the year, typically four times or more, to manage and evaluate our executive compensation program, and generally determines the principal components of compensation (base salary, performance bonus and equity awards) for our executive officers on an annual basis. These annual decisions typically occur in the first quarter of the year, however, decisions may occur during the year for new hires, promotions or other special circumstances as our Compensation Committee determines appropriate. The Compensation Committee does not delegate its authority to approve executive officer compensation. Thecompensation, but it does have the general authority to delegate its authority to subcommittees, as appropriate. Our general policy is to grant equity awards during regularly scheduled Compensation Committee does not currently maintainmeetings determined in advance, although there may be occasions when grants are made on other dates, such as new hires or other special circumstances. Annual equity awards are usually granted in the first quarter of the year at a formal policy forregularly scheduled Compensation Committee meeting. All required approvals are obtained in advance of or on the actual grant date. The timing of equity awardsaward grants to our executive officers and has granted awards over the past several years at times when the Compensation Committee determines appropriate.is not coordinated in a manner that intentionally benefits our executive officers.
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 20202023 compensation for each of our executive officers and making 20202023 compensation decisions, we retained Radford,FW Cook, 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.
FW Cook assisted the Compensation Committee in developing a group of peer companies to use as a reference in making 20202023 compensation decisions, evaluating current pay practices and considering different compensation programs and best practices. As described further below, RadfordFW Cook also prepared an analysis of our compensation practices with respect to base salaries, annual bonuses and long-term incentive grants against market practices. RadfordFW Cook 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. RadfordFW Cook 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 RadfordFW Cook met in executive session with no members of management present as needed to address various compensation matters, including deliberations regarding the CEO’s compensation.
Our Compensation Committee has analyzed whether the work of RadfordFW Cook as a compensation consultant raised any conflict of interest, taking into consideration the following factors: (i)independence factors set forth by Nasdaq and the fact that Radford and its affiliates do not provide any services directlySEC with respect to Revance; (ii) the amount of fees paid to Radford and its affiliates by Revance as a percentage of Radford and its affiliates’ total revenue; (iii) Radford’s policies and procedures that are designed to prevent conflicts of interest; (iv) any business or personal relationship of Radford or the individual compensation advisors employed by Radford with any executive officer; (v) any business or personal relationship of the individual compensation advisors with any member of our Compensation Committee; and (vi) any Revance stock owned by Radford or the individual compensation advisors employed by Radford.FW Cook. Based on its analysis of these factors, our Compensation Committee determined that the work of RadfordFW Cook and the individual compensation advisors employed by RadfordFW Cook does not create any conflicts of interest.
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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 top talent. To this end, the Compensation Committee reviews market data for each executive officer’s position, compiled by Radford,FW Cook with respect to determining executive compensation in early 2023, as described below, including information relating to the compensation for executive officers in the development stage biotechnology industry.
In developing a proposed list of our peer group companies to be used in connection with making compensation decisions for 2020, Radford2023, FW Cook recommended and the Compensation Committee selected companies that would be appropriate peers based on geography, industry focus, employee size, stage of development, market capitalization and market capitalization.revenue. Specifically, companies were selected in September 20192022 with the following parameters:
•Sector & Geography: We focused on biotechnology and pharmaceutical companies based in the United States with emphasis on companies that have recently become public.States;
•Stage of development/Product Focus: We primarily focused on companies located in the San Francisco Bay Area or other biotechnology hub markets that reflect our talent market;
•Stage of development: We focused on late stage pre-commercial companies, but also considered companies who are at the stage of filing a new drug application or a BLA with the FDA; and
•Revenue: We focused on companies with annual sales roughly 1/3 to 3 times our estimated 2023 revenue.
Based on these criteria, RadfordFW Cook recommended and our Compensation Committee approved the addition of eighttwo new peers to our peer group, as reflected below, and removal of eightthe following two historical peers: Acceleron Pharma, Aclaris Therapeutics, Aduro BioTech, Akebia Therapeutics, Global Blood Therapeutics, Lexicon Pharmaceuticals, MyoKardiaEpizyme and Xencor.Zogenix, as a result of their recent acquisitions. The Compensation Committee believed these changes to the peer group provided the appropriate compensation benchmarks as the Company has continued to increase its revenue and commercialization efforts.
The peer group of publicly-traded companies set forth below was used to analyze 20202023 compensation. At the time of evaluation, we fell at approximately the 90th percentile58th and 37th percentiles of our 20202023 peer group in terms of market capitalization.
capitalization and revenue, respectively.
| Agios Pharmaceuticals (AGIO) | Glaukos (GKOS) | ||||||||
| Heron Therapeutics | |||||||||
| *New for 2023 | |||||||||
In November 2019, RadfordDecember 2022, FW Cook completed an assessment of executive compensation data based on our peer group to inform the Compensation Committee’s determination of executive compensation for 2020.2023. The market data used for this assessment was compiled from the 20202023 selected peer group companies’ publicly disclosed information and data from the Radford Global Life Sciences Survey with respect to the 2020 selected peer group companies listed above.information.
FW Cook 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). This market data was reviewedused by the Compensation Committee with the assistance of Radford, and used as a reference point, in addition to other factors, in setting our NEOs’ 2023 compensation.
The Compensation Committee’s general aim is for compensation to remain competitive with the market, based on the median of the market as appropriate and corporate and individual executive performance and other factors deemed to be appropriate by the Compensation Committee. The Compensation Committee does not maintain a specific market
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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 NEO 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“─Factors Used in Determining Executive Compensation,” that our Compensation Committee considers in making compensation decisions, and therefore individual NEO compensation may fall at varying levels as compared to the market data.
Factors Used in Determining Executive Compensation
Our Compensation Committee sets the compensation of our executive officers at levels they determine to be competitive and appropriate for each NEO, using their professional experience and judgment. Pay decisions are not made by use of a formulaic approach or benchmark; the Compensation Committee believes that executive pay decisions require consideration of a multitude of relevant factors that may vary from year to year and by individual circumstance. In making executive compensation decisions, the Compensation Committee generally takes into consideration the factors listed below:
•corporate performance, business needs and business impact;
•each NEO’s individual performance, experience, job function, change in position or responsibilities and expected future contributions to our Company;
•internal pay equity among NEOs and positions;NEOs;
•the need to attract new talent to our executive team and retain existing talent in a highly competitive industry and geographic region;
•a range of market data reference points (generally the 25th, 50th,25th, 50th and 75th75th percentiles of the market data), as described above under “Usesee “─Use of Competitive Market Compensation Data”;Data” for additional information;
•the total compensation cost and stockholder dilution from executive compensation actions;
•trends and compensation paid to similarly situated officers within our market;
•recommendations of the outside compensation consultant;
•a review of a NEO’s total targeted and historical compensation and equity ownership;
•our CEO’s recommendations (with respect to executive officers other than himself), based on his direct knowledge of the performance by each NEO; and
•feedback from our stockholders and evolving best practices in compensation and governance.
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Executive Compensation Program
Annual Base Salary
In reviewing and adjusting base salaries for 2020,2023, the Compensation Committee considered current market data as well as each NEO’s total cash compensation (consisting of base salary and target bonus opportunity) and individual performance.the factors listed above in “─How We Determine Executive Compensation-Factors Used in Determining Executive Compensation”. The Compensation Committee approved increases to each of the then-employed NEOs’ (other than Mr. Foley) 20192023 base salaries ranging from 2.5%approximately 6% to 7.1%7%, which the Compensation Committee felt represented the appropriate increase because the NEO’s base salaries fell well below the median levels for general merit and market updates, based on market data provided by Radford. Mr. Foley’s base salary was not increased for 2020 because it had recently been carefully considered and approved in connection with his commencement of employment with us in October 2019, taking into consideration the factors described above.such positions at our peers.
The NEOs’ 20202023 base salaries and increases from each of their 20192022 base salaries, if applicable, are reflected in the table below. The 20192023 base salaries were effective January 1, 2020, with the exception of Mr. Moxie, whose base salary was effective upon his commencement of employment with us in February 2020.The Compensation Committee determined Mr. Moxie’s base salary based on the amount the Compensation Committee felt was appropriate to induce him to join employment with us, and reasonable in relation to market data and our other executive officer compensation.2023.
| Name | 2019 Base Salary | 2020 Base Salary | Increase from 2019 Base Salary | |||||||||||||||||||||||||||||||||||||||||||||||
| Executive Officers | ||||||||||||||||||||||||||||||||||||||||||||||||||
| NEO | NEO | 2022 Base Salary | 2023 Base Salary | Increase from 2022 Base Salary % | ||||||||||||||||||||||||||||||||||||||||||||||
| Mark J. Foley | Mark J. Foley | $ | 650,000 | $ | 650,000 | — | Mark J. Foley | $ | 673,200 | $ | $ | 720,000 | 7.0 | 7.0 | % | |||||||||||||||||||||||||||||||||||
| Tobin C. Schilke | Tobin C. Schilke | $ | 407,126 | $ | 421,375 | 3.5 | % | Tobin C. Schilke | $ | 453,442 | $ | $ | 480,649 | 6.0 | 6.0 | % | ||||||||||||||||||||||||||||||||||
| Abhay Joshi, Ph.D. | $ | 485,479 | $ | 514,608 | 6.0 | % | ||||||||||||||||||||||||||||||||||||||||||||
| Dustin Sjuts | Dustin Sjuts | $ | 375,000 | $ | 415,000 | 7.1 | % | Dustin Sjuts | $ | 500,000 | $ | $ | 535,000 | 7.0 | 7.0 | % | ||||||||||||||||||||||||||||||||||
| Dwight Moxie | Dwight Moxie | N/A | $ | 425,000 | — | % | Dwight Moxie | $ | 446,505 | $ | $ | 473,295 | 6.0 | 6.0 | % | |||||||||||||||||||||||||||||||||||
Annual Performance-Based Bonuses
Our 20202023 Management Bonus Plan was developed by our Compensation Committee in late 20192022 and formally approved in early 2020.2023. Under the 20202023 Management Bonus Plan, each NEO was eligible to be considered for a performance bonus based on (1)(i) the individual’s target bonus, as a percentage of base salary, (2)(ii) the percentage attainment of our 20202023 corporate goals established by the Compensation Committee, and (3)(iii) with respect to our NEOs other than our CEO, individual performance in the percentage attainmentform of a modifier that may increase or decrease the 2020 individual goals established by the Compensation Committee, based on recommendations from our CEO,total bonus payout, for each such NEO.NEO for significant underperformance or overperformance. Mr. Foley's performance bonus was solely based on attainment of the 20202023 corporate goals. The NEOs actual bonuses were capped at 200% of each NEO’s target bonus amount.
Target Bonus Opportunity
In early 2020,2023, the Compensation Committee reviewed each of our then-employed NEONEO’s target bonus percentages and determined that the 20192022 target bonus percentages remained appropriate for each of the NEOs, based onwith the exception of Mr. Sjuts, whose target bonus was increased from 60% to 65%, after a review of market data. Mr. Moxie’s target bonus percentage was determined in connection with his commencement of employment with us on February 18, 2020 by reference to market data and internal equity with other executive officers. Each NEO's target bonus as a percentage of annual base salary is reflected below:below.
| Mark J. Foley | 75 | % | |||||||
| Tobin C. Schilke | 50 | % | |||||||
| 65 | % | ||||||||
| Dwight Moxie | 50 | % | |||||||
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Corporate Performance
| Corporate Goal | Weighting | 2023 Results | Weighted Corporate Achievement Percentage | |||||||||||||||||
| Revenue | 50% | Partially Achieved | 41.8% | |||||||||||||||||
Achievement of annual Product Revenue(1) target of $225 million | ⇾ | Delivered $212.7 million in Product Revenue | ||||||||||||||||||
| Corporate Cash Burn | 10% | Fully achieved | 10% | |||||||||||||||||
Cash Burn(2) not to exceed fixed amount | ⇾ | Delivered Cash Burn under approved target | ||||||||||||||||||
Services Achievement of milestones relating to our Fintech Platform: | 10% | Fully achieved | 10% | |||||||||||||||||
•Complete testing of key platform program | ⇾ | Delivered in-market commercial performance data from platform test | ||||||||||||||||||
•Complete pricing and loyalty program goals | ⇾ | Finalized loyalty program design and began build | ||||||||||||||||||
Operations Achievement of specified milestones relating to the Company’s operations: | 10% | Fully achieved | 10% | |||||||||||||||||
•Aji Bio approval and product shipped by preset date | ⇾ | PAS for ABPS approved by FDA in March 2023 | ||||||||||||||||||
•Meet DAXXIFY finished goods target | ⇾ | Fully achieved(3) | ||||||||||||||||||
Therapeutics Achievement of specified milestones relating to the Company’s therapeutics programs: | 10% | Fully achieved | 10% | |||||||||||||||||
•Secure FDA approval of cervical dystonia sBLA | ⇾ | DAXXIFY CD Approval in August 2023 | ||||||||||||||||||
•Fully execute CD PrevU launch with 30 accounts injecting DAXXIFY | ⇾ | CD PrevU initiated in September 2023 with 31 accounts injecting DAXXIFY by 12/31/23 | ||||||||||||||||||
D&I and Organizational Culture Achievement of specified milestones and activities relating to D&I and organizational health: | 10% | Fully achieved | 10% | |||||||||||||||||
•Continue to advance D&I initiatives, with focus on leadership, mentoring and education forums | ⇾ | Conducted unconscious bias training for people leaders and met targets related to applicants from underrepresented groups | ||||||||||||||||||
•Implement development plan for all employees at or above director level and achieve completion of plan | ⇾ | 100% completion of development plans by 12/31/23 | ||||||||||||||||||
Stretch Goals Stretch goal of achieving certain strategic milestones | 25% | Partially achieved | 15% | |||||||||||||||||
•Execute a strategic business development deal (10%) | ⇾ | Not achieved | ||||||||||||||||||
•Objectives related to biosimilar program (5%) | ⇾ | Fully Achieved(3) | ||||||||||||||||||
•Objective related to clinical study (10%) | ⇾ | Fully Achieved(3) | ||||||||||||||||||
| Total | 106.8% | |||||||||||||||||||
| Corporate Goal | Weighting | 2020 Results | Weighted Corporate Achievement Percentage | |||||||||||||||||
DaxibotulinumtoxinA for Injection in Glabellar Lines Goals ("BLA Goals") Achievement of specified milestones and activities relating to the BLA for DaxibotulinumtoxinA for Injection filed with the FDA:* | 50% | Partially achieved | 5.00% | |||||||||||||||||
•Achieve regulatory approvals with respect to DaxibotulinumtoxinA for Injection | ⇾ | Not met as a result of FDA COVID Delay (1) | ||||||||||||||||||
•Objectives related to manufacturing of DaxibotulinumtoxinA for Injection to support commercialization | ⇾ | Built inventory sufficient to support initial commercialization of DaxibotulinumtoxinA for Injection in glabellar lines | ||||||||||||||||||
Commercial Readiness Goals Achievement of specified commercial milestones related to: | 25% | Fully achieved | 25.00% | |||||||||||||||||
•Sales of the RHA® Collection of dermal fillers* | ⇾ | Achieved first sale of RHA® Collection of dermal fillers; achieved RHA® Collection of dermal filler sales of $12.9 million | ||||||||||||||||||
•Establishing a sales force of 100 employees | ⇾ | Established sales team exceeding 100 employees in time for commercial launch | ||||||||||||||||||
Clinical Development Goals Achievement of specified milestones relating to the Company’s clinical development programs: | 25% | Partially achieved | 20.00% | |||||||||||||||||
•Achieve positive data from ASPEN-1 Phase 3 pivotal trial | ⇾ | Achieved positive results from ASPEN-1 Phase 3 pivotal trial for cervical dystonia | ||||||||||||||||||
•Report positive results from Phase 2 trial for plantar fasciitis | ⇾ | Not met (2) | ||||||||||||||||||
Stretch Goals Stretch goal of achieving certain financial and strategic milestones | 20% | Partially achieved | 17.35% | |||||||||||||||||
•Objectives related to sales exceeding budgeted target amount* | ⇾ | Achieved sales milestones over budgeted target amount | ||||||||||||||||||
•Objectives related to entering into new partnerships* | ⇾ | Completed HintMD Acquisition | ||||||||||||||||||
| Total | 67.35% | |||||||||||||||||||
(3)We are not disclosing target goal or achievement levels because we believe that disclosure would result in competitive harm. If the goalstargets or achievement levels were disclosed, we believe the information would provide competitors with insights into our regulatorystrategy, operations and clinical development strategy, operations and salescommercialization programs that would be harmful to us. The Compensation Committee aims to set corporate performance targets that are rigorous but achievable, and therefore established targets soat levels that they would be achieved at the target performance levelachievable, with effort, if we successfully executed our operating plan for fiscal 2020,2023, unless there are achievements beyond expectations or unusual or unexpected factors affectsthat affect the Company'sCompany’s business.
The Compensation Committee evaluates the corporate goals we believe are essential to building long-term stockholder value and that we use to assess our annual corporate performance. The 20202023 corporate goals aimed to incentivize performance related to the Company becoming aCompany’s revenue growth, commercial expansion, capital allocation priorities and revenue generating company and continuing to advance itscontinued advancement of our clinical development program. In addition, our people goals were established to reward our commitment to inclusiveness and equality and reflect our mission to foster diversity, equality and belonging at the Company. In setting these goals, the Compensation Committee balances the consideration of the likelihood of achievement of these corporate goals with the effectiveness of such goals in incentivizing our NEOs’ performance. The relative weightings of the 20202023 corporate goals are based upon our assessment of the importance of each goal in creating long-term value for the Company and our stockholders. We do not believe the nature of the clinical development goals and the regulatory portion of the BLA Goals (approximately 70% of the 2020 corporate goals) lend themselves to over-weighting given the critical importance of such goals to our business.
In early 2021,2024, our Compensation Committee reviewed our 20202023 performance and approved the extent to which we achieved each of our corporate goals. In evaluating our corporate performance goals and level of achievement, the Compensation Committee took into consideration the impact of the COVID-19 pandemicbased on our business, in particular, our inability to achieve most of the corporate goals relating to BLA Goalsachievements, as a result of the FDA COVID Delay. Our corporate goals were set in early 2020, prior to the time when the Compensation Committee could have anticipated the impact of the COVID-19 pandemic. Despite the FDA COVID Delay and other effects of the COVID-19 pandemic on our business, and excluding the BLA Goals, we achieved approximately 89% of our corporate goals. In addition, we were prepared and fully equipped to support the FDA's inspection of our Northern California manufacturing facility and commercial launch had the Company’s BLA been approved. For these reasons, the Compensation Committee considered, but chose not to adjust the components of the BLA Goals or provide discretionary payout for these goals in 2020. Rather, because approval of our BLA for DaxibotulinumtoxinA for Injection remains a key milestone for our Company, the Compensation Committee determined that our NEOs would remain eligible to receive payment for achievement of the BLA Goals that were not met in 2020, based on the extent to which the Compensation Committee determines such goals are achieveddescribed in the future.
Individual Performance
In early 2021, ourdetermining NEO bonus amounts (other than Mr. Foley), the Compensation Committee evaluated Mr. Schilke, Dr. Joshi, Mr. Sjuts and Mr. Moxie to determinemay also take into account the individual performance factor payouts as follows:
Amounts Earned
In February 2021,January 2024, the Compensation Committee awarded each of our NEOs the performance bonuses in the amounts reflected in the table below. As a result of the Compensation Committee awarding a 102.1% individual performance percentage for Mr. Foley’sSchilke and a 100% individual performance percentage for Messrs. Sjuts and Moxie, Mr. Schilke’s bonus solely reflected our corporate goalthe achievement of 67.35%;98.8% of his target bonus amount and each ofother NEO’s bonus reflected the other NEO bonuses reflected our corporate goal achievement of 67.35%, weighted at 75%96.8% of total actualtheir respective target bonus and individual performance achievementamounts.
| NEO | Annual Target Bonus | Actual Bonus | ||||||||||||||||||
| Mark J. Foley | $ | 540,000 | $ | 522,720 | ||||||||||||||||
| Tobin C. Schilke | $ | 240,325 | $ | 237,440 | ||||||||||||||||
| Dustin Sjuts | $ | 347,750 | $ | 336,622 | ||||||||||||||||
| Dwight Moxie | $ | 236,648 | $ | 229,075 | ||||||||||||||||
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| Name | Annual Target Bonus | Actual Bonus | ||||||||||||
| Mark J. Foley | $ | 487,500 | $ | 328,331 | ||||||||||
| Tobin C. Schilke | $ | 189,619 | $ | 143,186 | ||||||||||
| Abhay Joshi, Ph.D. | $ | 283,034 | $ | 213,726 | ||||||||||
| Dustin Sjuts | $ | 186,750 | $ | 141,020 | ||||||||||
Dwight Moxie (1) | $ | 191,250 | $ | 125,426 | ||||||||||
Equity-Based Incentive Awards
We have historically granted equity compensation to our executive officers primarily in the form of stock options and RSAs. Beginning in late 2019, the Compensation Committee introduced PSAs in connection with Mr. Foley’s commencement of employment, and the Compensation Committee changed its general equity compensation program for our other NEOs in 2020restricted stock or units that vest over time and/or subject to include PSAs.performance goals. Accordingly, each of our NEOs other than Mr. Foley received annual 2020 long-term2022 and 2023 equity grants consisting of a mix of stock options RSAs and PSAs. Mr. Foley received only RSAs, for the reasons described below.PSUs.
The Compensation Committee decided to introduce PSAsincorporate and emphasize PSUs to strengthen its pay for performance philosophy and in light of stockholder and institutional investor feedback. Because PSAsPSUs only vest upon achievement of key performance goals that drive our business and our stockholder value, the Compensation Committee believes that these awards increase the alignment between the interests of our executive officers and stockholders. Stock options and RSAs that vest over a multi-year period also remain an important part of our executive compensation program. The Compensation Committee views stock options as inherently performance-based compensation that automatically links executive pay to stockholder return, as the value realized, if any, by the executive from an award of stock options, is dependent upon, and directly proportionate to, appreciation in stock price. Regardless of the reported value in the “Summary“Summary Compensation Table”Table”, executives will only receive value from the stock option awards if the price of the stock increases above the price of the stock at time of grant (the exercise price), and remains above such exercise price as the stock options continue to vest.vest and are exercised. Stock options also do not have downside protection, and the awards will not provide value to the holder when the stock price is below the exercise price.
The Compensation Committee chose this weighting because it believed it was appropriatean award mix for the annual 2023 equity grants (based on target grant date values) consisting of approximately 100% PSUs for Mr. Foley, 75% PSUs and 25% options for Mr. Sjuts and 67% PSUs and 33% options for each of the other NEOs. Compared to place more weight on options to incentivize our executive officers to focus more of their effort in driving stockholder value by linking their pay to stock price, however2022 annual equity grants, the Compensation Committee chose to decrease2023 annual equity grant mix remained the option weightingsame for 2020 from the option weighting in 2019 and previous years.NEOs other than Mr. Foley. The Compensation Committee reviewed market practices in January 2020 and observed that stock options areincreased the predominant equity incentive vehicle used by our peers. The Compensation Committee felt the proportionportion of the 2020 executiveMr. Foley’s annual equity award consisting of PSAs represented a meaningful emphasisfrom 80% PSUs in 2022 to drive achievement of key performance goals, particularly given this was100% PSUs in 2023 to further increase the first year of introducing PSAs and that the smaller proportion delivered in RSAs was advisable to provide some stability to the program through awards that provide value directly proportional to stock price through continued service over time.focus on performance-vesting equity.
The amount of stock options, RSAs and PSAsannual 2023 equity grants the Compensation Committee approved for each NEO in January 2023 is reflected in the table below. Except as noted below for Mr. Moxie, these grants were made in January 2020.
| Named Executive Officer | Stock Option Grant (# of shares) | Restricted Stock Award (# of shares) | PSAs (# of shares) | |||||||||||||||||
| Mark J. Foley | — | 200,000 | — | |||||||||||||||||
| Tobin C. Schilke | 97,500 | 16,500 | 45,000 | |||||||||||||||||
| Abhay Joshi, Ph.D. | 116,500 | 19,500 | 50,000 | |||||||||||||||||
| Dustin Sjuts | 79,000 | 13,000 | 50,000 | |||||||||||||||||
Dwight Moxie(1) | 170,000 | 25,000 | 35,000 | |||||||||||||||||
| NEO | Stock Option Grant (# of shares) | PSUs (# of shares) | ||||||||||||
| Mark J. Foley | — | 254,058 | ||||||||||||
| Tobin C. Schilke | 50,435 | 62,650 | ||||||||||||
| Dustin Sjuts | 43,255 | 79,394 | ||||||||||||
| Dwight Moxie | 43,774 | 54,376 | ||||||||||||
The Compensation Committee chose each NEO’s grant level based on the amount which they felt, in their judgment, was appropriate to retain and incentivize the NEOs, while remaining reasonable within market standards and considering potential dilution of our share reserves.reserves and the factors listed above in “─Factors Used in Determining Executive Compensation.” In making these determinations, the Compensation Committee considered each of the NEO’s current equity holdings, including vested and unvested holdings and the extent to which such holdings were “in-the-money,” the extent to which such holdings remained unvested and therefore continued to serve as a retention tool, the market data provided by RadfordFW Cook reflecting equity value based on approximated grant date fair value, internal equity amongst the team, individual performance and length of service. Mr. Moxie’s
The number of shares underlying each 2023 equity grant level was determined by, in connectionthe case of PSUs, dividing the target grant date value by the thirty-day trailing average closing stock price of our common stock as of the date of grant and, in the case of options, by applying a Black-Scholes option pricing model using the same average closing price. The Compensation Committee used an average closing market price to determine the number of shares subject to each equity award, rather than a single day stock price on the date of grant, in order to limit the effect of daily share price volatility and provide a more stabilized stock value less susceptible to possible swings in the market. The Compensation Committee understands that using a historical average stock price can result in the ultimate grant date value of an award as required to be reported in the Summary Compensation Table and the Grants of Plan-Based Awards table under ASC 718 being higher or lower than the target grant value, but has considered, in consultation with his commencement of employment with us on February 18, 2020 by reference to market data and internal equity with other executive officers.
The stock options granted in 20202023 vest over a four-year period, and RSAs granted in 2020 vest over a three-year period, subject to the executive officer’s continued service with us. The PSAs onlyPSUs vest uponbased on certain Product Revenue goals for the three-year performance period (January 1, 2023 – December 31, 2025). The Product Revenue goals were designed to require substantial effort, taking into account the planned investments in scaling the commercial production of DAXXIFY through ABPS and initiating the Company’s therapeutics commercial launch and the Company’s operational goals. The Compensation Committee set a cumulative
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Product Revenue goal for the three-year performance period and an annual Product Revenue goal for each of the three calendar years during the three-year performance period and established a threshold, target and stretch achievement level for each such goal. Up to one-third of the target PSUs are eligible to vest at the end of each of the three calendar years during the performance period, based on the extent to which the annual Product Revenue goal for such year is achieved, and an additional amount of the PSUs is eligible to vest at the end of the three-year performance period, provided that in no event will more than 200% of the target PSUs be eligible to vest.
The PSUs are subject to vesting in the event of a key milestone relatingChange in Control, based on target performance or, if such Change in Control occurs following the applicable performance period to our lead product candidate, DaxibotulinumtoxinAwhich the goal relates, actual performance. All PSU vesting is generally subject to the executive officer’s continuous services provided that in the event of Mr. Foley’s retirement, he will remain eligible for Injection, and two stockvesting (in certain cases, on a pro-rated basis) based on the extent to which the performance goals that require our stock priceare ultimately achieved.
The Compensation Committee chose the PSU performance structure described above to meaningfully increase and remain above such levelincentivize performance over a sustainedmeaningful period of time.
time that would result in growth for the Company and stockholder value. The PSA stock priceCompensation Committee selected Product Revenue as a performance measure for the 2023 PSUs to focus our NEOs on delivering topline growth and regulatorydriving our commercial success over the three year performance goals were chosen asperiod. The Compensation Committee determined Product Revenue was an appropriate measure to use in both our annual and long-term incentive programs in order to emphasize the importance of growth by linking a significant portion of our NEOs’ compensation to revenue performance metricsover different time periods. We believe that revenue is the most important driver for sustainable and profitable growth, and in turn, increased stockholder value. The Compensation Committee considered alternative structures for the PSUs and determined that a structure that provided for limited annual vesting opportunity with the potential to earn above-target vesting after the three-year performance period based on cumulative Product Revenue achievement, was the most appropriate structure to provide both retention and incentive for the NEOs to deliver results. We are not disclosing the Product Revenue goals because we believe these are keythat doing so would provide competitors with insights into our strategy and business operations that would be harmful to us.
In setting the target Product Revenue goals tiedin January 2023, the Compensation Committee considered various factors, including our historical performance and our then-current forecasts, as well as analyst consensus, to Company growthestablish levels they felt would be achievable, with substantial effort, if we successfully executed on our operating plan, absent unusual or unexpected factors that if attainedimpact our business. The level of vesting that would generate significant stockholder value.be achieved upon threshold, target and stretch performance after the end of each applicable calendar year and the full three-year performance period is reflected in the chart below.
Performance Vesting Grid
| Actual Product Revenue for Performance Period (as a % of Target Revenue Goal) | Resulting Number of Eligible RSUs (as a % of Applicable RSUs) | |||||||
| < 75% | —% | |||||||
75% (“Threshold”) | 25% | |||||||
100% (“Target”) | 100% | |||||||
125% (“Stretch”) | 100%, except that for the cumulative 3-year performance period only: 200%, with such resulting RSUs reduced by any previously earned RSUs | |||||||
In early 2024, the Compensation Committee assessed performance against our annual Product Revenue goal for 2023 and determined that we had achieved approximately 94.5% of our target, resulting in each of our NEOs vesting in approximately 83.54% of the shares underlying their target PSUs for the first annual measurement period in March 2024. The PSAs were structured to vesttable below sets forth the number of PSUs that vested in March 2024.
| NEO | PSUs (# of shares) | |||||||
| Mark J. Foley | 70,750 | |||||||
| Tobin C. Schilke | 17,447 | |||||||
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| Dustin Sjuts | 22,110 | |||||||
| Dwight Moxie | 15,143 | |||||||
2022 PSU Vesting
In 2022, we granted our NEOs PSUs that vested based on the Company’s performance and achievement of the milestones noted below.
(1)25% of the PSA will vest upon approval by the FDA of the Company’s BLA for DaxibotulinumtoxinA for InjectionDAXXIFY for the treatment of glabellar lines or(“DAXXIFY GL Approval”), and (2) the achievement of a change in control (as defined in the Equity Plan), provided such event occurs on or before December 31, 2020 (the "FDA Approval Goal");
| NEO | PSUs (# of shares) | |||||||
| Mark J. Foley | 351,298 | |||||||
| Tobin C. Schilke | 84,698 | |||||||
| Dustin Sjuts | 104,791 | |||||||
| Dwight Moxie | 84,698 | |||||||
2021 PSA willVesting
In 2021, we granted our NEOs performance share awards (“PSAs”) that only vest upon achievement of $300 in cumulative revenue, calculated in accordance with GAAP, adjusted to exclude revenue recognized from collaboration agreements and classified as collaboration revenue (the "Revenue Target"), measured beginning on January 1, 2021, provided the earlierRevenue Target occurs no later than the three-year anniversary of the following, as confirmed bydate of DAXXIFY GL Approval (the “Performance Deadline”). The Revenue Target was met in June 2023, and accordingly, the Board orNEOs subsequently vested in 100% of their 2021 PSAs in August 2023. The table below sets forth the number of PSAs that vested in August 2023.
| NEO | PSAs (# of shares) | |||||||
| Mark J. Foley | 122,143 | |||||||
| Tobin C. Schilke | 22,620 | |||||||
| Dustin Sjuts | 22,620 | |||||||
| Dwight Moxie | 19,346 | |||||||
Preview of 2024 Annual Grants
For 2024, our Compensation Committee: (a) the date that the closing share priceCommittee continued to structure Mr. Foley’s annual equity award to consist entirely of PSUs. For our common stock is at least $40 per share and remains at or above $40 per share during any 90 consecutive trading-day period on a VWAP basis; or (b) upon a change in control (as defined in the Equity Plan) in which the purchase price of our common stock is at or above $40 per share (the "Second Stock Price Goal").
COMPENSATION DISCUSSION AND ANALYSIS
Overview
This Compensation Discussion and Analysis provides an overview of the material components of our executive compensation program for the fiscal year ended December 31, 2023, for our principal executive officer, our principal financial officer and the next two most highly compensated executive officers serving as of the end of 2023 (we did not have any other executive officers serving at the end of 2023) (the “Named Executive Officers” or “NEOs”). This discussion and analysis is intended to enhance your understanding of the information provided in the compensation tables below and to provide additional context regarding our overall executive compensation program. In addition, we explain how and why our Board and Compensation Committee determined our compensation policies and specific compensation decisions for our NEOs during and for fiscal year 2023 and, to the extent material, 2024.
Our NEOs for 2023 consisted of the following individuals:
•Mark J. Foley, CEO;
•Tobin C. Schilke, CFO;
•Dustin Sjuts, President1; and
•Dwight Moxie, CLO
1 Mr. Sjuts will cease serving as our President effective March 31, 2024. Mr. Sjuts is expected to continue to provide consulting services to the Company in a non-executive officer capacity until March 31, 2025.
Executive Summary
Highlights of our 2023 Business Activities
•Generated $224.9 million in revenue from the sale of our Products and our Services.
•Secured DAXXIFY CD Approval in August 2023.
•Initiated CD PrevU in September 2023.
•Ended fiscal year 2023 with cash, cash equivalents and short-term investments of $253.9 million by maintaining a disciplined capital allocation strategy, which in 2023 focused on (i) continuing to drive revenue growth by increasing adoption of DAXXIFY and the RHA® Collection of dermal fillers; (ii) initiating CD PrevU and pre-launch activities; and (iii) maximizing supply chain efficiencies by leveraging and scaling commercial production of DAXXIFY through ABPS. In 2023, to align our operations with our capital allocation priorities, the Company made the decision to exit its Fintech Platform business.
•Raised net proceeds of $100.0 million after sales agent commissions and offering costs from our at-the-market offering program during the three months ended June 30, 2023.
•Secured gross proceeds of $50.0 million in connection with the issuance of notes payable to Athyrium Capital in connection with the NPA Amendment.
See “Proxy Summary—Company Performance Highlights” for a description of additional 2023 business activities.
Highlights of 2023 and early 2024 Executive Compensation Program
•We continued to increase our emphasis on equity awards that vest based on performance goals. In 2023, we structured 100% of our CEO’s annual equity awards to consist of PSUs and 67%-75% of our other NEOs’ annual equity awards to consist of PSUs (based on target grant date value).
•We refined our performance goals for performance-vesting equity awards. Our 2022 PSUs vest based on a combination of a meaningful stock price goal and a key regulatory goal. In 2023, we refined our 2023
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PSUs to vest based on revenue goals over a three-year performance period. For 2024, PSUs vest based on rigorous TSR performance hurdles over a four-year performance period.
•We delivered approximately 88% of our NEO’s 2023 total direct compensation, on average, to be ‘at-risk’ dependent on Company performance in the form of an annual performance bonus earned and equity incentive awards granted, as reported in the Summary Compensation Table.
•We included people and D&I goals in our executive bonus program. For 2023, the corporate goals on which our executive bonuses are based included a specific weighted category for the achievement of key people initiatives, which included goals related to D&I.
•We structured our executive bonus opportunities to be based on key corporate objectives and we exercised discretion to reduce the bonus payouts. We exceeded our corporate goals for 2023, however our Compensation Committee used its discretion to reduce the bonus payouts to a lower amount than would have been paid pursuant to the pre-established formula under the 2023 management bonus plan in order to adjust for the exit of the Fintech Platform, which exit has now been substantially completed. As a result, we paid all 2023 bonuses to our NEOs based on ∼97% corporate goal achievement, which reflected a 10% decrease from the actual corporate goal achievement.
•We maintained an overall cap on executive bonuses equal to 200% of target bonus for 2023. For 2024, we implemented an overall bonus cap equal to 155% of the target bonus.
Our executive compensation program adheres to the following practices:
| What We Do | What We Don’t Do | |||||||
ü Emphasize “at-risk” compensation and long-term equity incentives ü Tie performance bonus opportunities to defined corporate objectives and cap payout ü Provide transparent disclosure of performance bonus metrics and payout structure ü Structure severance payments as “double-trigger” requiring both a change in control and an involuntary termination for payout ü Maintain a clawback policy and stock ownership guidelines ü Assess risks of our compensation program ü Maintain a Compensation Committee comprised entirely of independent directors ü Retain an independent compensation advisor ü Hold annual say on pay stockholder vote ü Engage in annual stockholder engagement on our executive compensation program and ESG ü Reevaluate and adjust our compensation program annually based on stockholder feedback and market developments | ûNo guaranteed “single-trigger” change in control cash payments ûNo tax reimbursements or tax gross-ups on severance or change in control payments ûNo special executive welfare or health benefits, or supplemental retirement plans not available to our employees generally ûNo guaranteed salary increases or bonuses ûNo hedging or pledging of our stock ûNo extensive perquisites | |||||||
Results of 2023 Say-on-Pay Vote, Stockholder Outreach and Response
At our 2023 Annual Meeting of Stockholders, our stockholders approved, on an advisory basis, the compensation of our NEOs, as disclosed in our 2023 proxy statement. The proposal was supported by approximately 97% of the total votes cast, an 19% increase from our 2022 “say on pay” advisory vote. We value our stockholders’ views and conduct regular stockholder outreach regarding our executive compensation practices, including our alignment of pay to performance, to ensure that our practices are aligned with stockholder expectations and interests. See “Stockholder Engagement” for additional information. In 2023, we reached out to holders of approximately 72% of our
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outstanding common stock, excluding shares held by directors and executive officers. Members of our NEOsexecutive management team and, for certain meetings, the Chairman of our Board, held informative discussions with stockholders representing approximately 30% of the shares of our outstanding common stock, excluding shares held by directors and executive officers.
We have enteredtook the results from our prior years’ “say on pay” advisory votes and the feedback we received from stockholder engagements into employment agreementsconsideration in making decisions regarding executive compensation for 2023 and 2024. Specifically, our Compensation Committee continued to increase the emphasis on PSUs in our executive compensation program, increasing the proportion of equity delivered in PSUs to our CEO and other NEOs from 60% and 33%, respectively, in 2021 to 80% and 67%-75%, respectively, in 2022. In 2023, we delivered 100% of our CEO’s annual equity awards in the form of PSUs. The Compensation Committee also continued to refine the performance goals and vesting structure of our PSUs so that goals remain rigorous and tied to key business strategy. Our Compensation Committee also implemented a 200% cap on the payment of bonuses under our annual performance bonus program.
Our Compensation Committee will monitor and continue to evaluate our executive compensation program going forward in light of our stockholders’ views and our transforming business needs. Our Compensation Committee expects to continue to consider the outcome of our “say on pay” votes and our stockholders’ views when making future compensation decisions for our NEOs.
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 following chart summarizes the three main elements of compensation, their objectives and key features.
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| Element of Compensation | Objectives | Key Features | ||||||||||||
Base Salary (fixed cash) | Provides financial stability and security through a fixed amount of cash for performing job responsibilities. | Generally reviewed annually and determined based on a number of factors (including individual performance, internal equity, retention, expected cost of living increases and the overall performance of our Company) and by reference to market data provided by our independent compensation consultant. | ||||||||||||
Performance Bonus (at-risk cash) | Motivates and rewards for attaining rigorous annual corporate performance goals that relate to our key business objectives and individual contributions. | Target bonus amounts, calculated as a percentage of base salary, are generally reviewed annually and determined based upon positions that have similar impact on the organization and competitive bonus opportunities in our market. Bonus opportunities are dependent upon achievement of specific corporate performance measures established at the beginning of the year and, except with respect to our CEO, individual performance. Actual bonus amounts earned are determined after the end of the year, based on achievement of the designated corporate performance objectives and, where applicable for NEOs other than our CEO, individual performance. | ||||||||||||
Long-Term Incentive (at-risk equity) | Motivates and rewards for long-term Company performance; fosters ownership culture, aligns executives’ interests with stockholder interests and long-term stockholder value. Attracts highly qualified executives and encourages their continued employment over the long-term. | Equity opportunities are generally reviewed and determined annually or as appropriate during the year for new hires, promotions, or other special circumstances, such as to encourage retention, or as an incentive for significant achievement. Individual grants are determined based on a number of factors, including current corporate and individual performance, outstanding equity holdings and their retention value and total ownership, historical value of our stock, internal equity amongst executives and market data provided by our independent compensation consultant. Equity grants have historically been provided primarily in the form of stock options and restricted stock or units that typically vest over a four-year-period and a three-year-period, respectively. To further align our NEOs’ interests with those of our stockholders, we have also granted performance-vesting restricted stock awards or units to each of our NEOs since 2020. | ||||||||||||
In evaluating our executive compensation policies and programs, as well as the short-term and long-term value of our executive compensation plans, we consider both the performance and skills of each of our NEOs, that provideas well as the compensation paid to NEOs at similar companies with similar responsibilities. We focus on providing a competitive compensation package which provides significant short-term and long-term incentives for the basic termsachievement of their employment, including basemeasurable corporate objectives. We believe this approach provides an appropriate blend of short-term and long-term incentives to maximize stockholder value.
We do not have any formal policies for allocating compensation among salary, performance bonus opportunity andawards, equity grants, as well as certain severanceshort-term and changelong-term compensation, or among cash and non-cash compensation. Instead, the Compensation Committee uses its judgment to establish a total compensation program for each NEO that is a mix of control benefits. Eachcurrent, short-term and long-term incentive compensation and cash and non-cash compensation, that it believes appropriate to achieve the goals of our NEOs is employed at willexecutive compensation program and may be terminated at any time for any reason.
In making executive compensation decisions, the Compensation Committee generally considers each NEO’s total target direct compensation, which consists of base salary, target bonus opportunity, which together with base salary we refer to receive severance benefits pursuant to the termsas target cash compensation and long-term equity awards (valued based on an approximation of ourgrant date fair value).
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How We Determine Executive Severance Benefit Plan (the "Severance Benefit Plan"). We do not provide any tax gross ups in connection with severance or change in control transactions, nor are any of our NEOs entitled to “single trigger” cash payments upon a change in control without a termination event. The Severance Benefit Plan provides for “double trigger” vesting, such that 100%Compensation
Role of the shares subject to outstanding stock awards vest upon a termination without Cause (as defined in the Severance Benefit Plan) or a resignation for Good Reason (as defined in the Severance Benefit Plan) within twelve months following a change in control. Additionally, our time-vesting equity award agreements provide for single trigger acceleration of vesting in the event of a change in control, but only to the extent that the acquiring company refuses to continue, assume or substitute for such awards. Our Compensation Committee periodically reviews the severance and changeExecutive Officers in control benefits that we provide, including by reference to market data, to ensure that the benefits remain appropriately structured and at reasonable levels.Setting Executive Compensation
The Compensation Committee believes thatreviews and oversees our executive compensation policies, plans and programs and reviews and determines the severance protection benefits we offer are necessarycompensation to provide stability amongbe paid to all of our executive officers, serve to focus ourincluding the NEOs. Our Compensation Committee consists solely of independent members of the Board. In making its executive compensation determinations, the Compensation Committee considers recommendations from the CEO, for executive officers on our business operations, and avoid distractions in connection with a potential change in control transaction or period of uncertainty. A more detailed description of the Severance Benefit Plan and each of our NEO benefit levels thereunder is provided below under “Potential Payments upon Termination or Change in Control.”
The Compensation Committee meets periodically throughout the year, typically four times or more, to manage and evaluate our executive compensation program, and generally determines the principal components of compensation (base salary, performance bonus and equity awards) for our executive officers on or before the performance deadline.
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 2023 compensation for each of our executive officers and making 2023 compensation decisions, we retained FW Cook, 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.
FW Cook assisted the Compensation Committee in developing a group of peer companies to use as a reference in making 2023 compensation decisions, evaluating current pay practices and considering different compensation programs and best practices. As described further below, FW Cook also prepared an analysis of our compensation practices with respect to base salaries, annual bonuses and long-term incentive grants against market practices. FW Cook 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. FW Cook 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 FW Cook met in executive session with no members of management present as needed to address various compensation matters, including deliberations regarding the CEO’s compensation.
Our Compensation Committee has analyzed whether the work of FW Cook as a compensation consultant raised any conflict of interest, taking into consideration the independence factors set forth by Nasdaq and the SEC with respect to FW Cook. Based on its analysis of these factors, our Compensation Committee determined that the work of FW Cook and the individual compensation advisors employed by FW Cook does not create any conflicts of interest.
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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 top talent. To this end, the Compensation Committee reviews market data for each executive officer’s position, compiled by FW Cook with respect to determining executive compensation in early 2023, as described below, including information relating to the compensation for executive officers in the development stage biotechnology industry.
In 2020,developing a proposed list of our peer group companies to be used in connection with making compensation decisions for 2023, FW Cook recommended and the Compensation Committee selected companies that would be appropriate peers based on geography, industry focus, stage of development, market capitalization and revenue. Specifically, companies were selected in September 2022 with the following parameters:
•Sector & Geography: We focused on biotechnology and pharmaceutical companies based in the United States;
•Stage of development/Product Focus: We primarily focused on including companies with commercial products with in-house sales teams and manufacturing capabilities;
•Market Capitalization: We focused on companies with market capitalization representing roughly 1/3 to 3 times our market capitalization; and
•Revenue: We focused on companies with annual sales roughly 1/3 to 3 times our estimated 2023 revenue.
Based on these criteria, FW Cook recommended and our Compensation Committee approved the addition of two new peers to our peer group, as reflected below, and removal of the following two historical peers: Epizyme and Zogenix, as a result of their recent acquisitions. The Compensation Committee believed these changes to the peer group provided the appropriate compensation benchmarks as the Company has continued to increase its revenue and commercialization efforts.
The peer group of publicly-traded companies set forth below was used to analyze 2023 compensation. At the time of evaluation, we fell at approximately the 58th and 37th percentiles of our 2023 peer group in terms of market capitalization and revenue, respectively.
| Agios Pharmaceuticals (AGIO) | Glaukos (GKOS) | ||||
| Amicus Therapeutics (FOLD)* | Global Blood Therapeutics (GBT) | ||||
| ArtiCure (ARTC) | Heron Therapeutics (HRTX) | ||||
| Blueprint Medicines (BPMC) | Insmed (INSM) | ||||
| Cardiovascular Systems (CSII) | Intra-Cellular Therapies (ITCI) | ||||
| ChemoCentryx (CCXI) | Karyopharm Therapeutics (KPTI) | ||||
| Coherus BioSciences (CHRS) | Nevro (NVRO) | ||||
| Corcept Therapeutics (CORT) | Sangamo Therapeutics (SGMO) | ||||
| Deciphera Pharmaceuticals (DCPH) | Supernus Pharmaceuticals (SUPN)* | ||||
| Dynavax Technologies (DVAX) | Theravance Biopharma (TBPH) | ||||
| *New for 2023 | |||||
In December 2022, FW Cook completed an assessment of executive compensation data based on our peer group to inform the Compensation Committee’s determination of executive compensation for 2023. The market data used for this assessment was compiled from the 2023 selected peer group companies’ publicly disclosed information.
FW Cook 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). This market data was used by the Compensation Committee as a reference point, in addition to other factors, in setting our NEOs’ 2023 compensation.
The Compensation Committee’s general aim is for compensation to remain competitive with the market, based on the median of the market as appropriate and corporate and individual executive performance and other factors deemed to be appropriate by the Compensation Committee. The Compensation Committee does not maintain a specific market
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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 NEO 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,” our Compensation Committee considers in making compensation decisions, and therefore individual NEO compensation may fall at varying levels as compared to the market data.
Factors Used in Determining Executive Compensation
Our Compensation Committee sets the compensation of our executive officers at levels they determine to be competitive and appropriate for each NEO, using their professional experience and judgment. Pay decisions are not made by use of a formulaic approach or benchmark; the Compensation Committee believes that executive pay decisions require consideration of a multitude of relevant factors that may vary from year to year and by individual circumstance. In making executive compensation decisions, the Compensation Committee generally takes into consideration the factors listed below:
•corporate performance, business needs and business impact;
•each NEO’s individual performance, experience, job function, change in position or responsibilities and expected future contributions to our Company;
•internal pay equity among NEOs;
•the need to attract new talent to our executive team and retain existing talent in a highly competitive industry and geographic region;
•a range of market data reference points (generally the 25th, 50th and 75th percentiles of the market data), see “─Use of Competitive Market Compensation Data” for additional information;
•the total compensation cost and stockholder dilution from executive compensation actions;
•trends and compensation paid to similarly situated officers within our market;
•recommendations of the outside compensation consultant;
•a $125,000 sign-onreview of a NEO’s total targeted and historical compensation and equity ownership;
•our CEO’s recommendations (with respect to executive officers other than himself), based on his direct knowledge of the performance by each NEO; and
•feedback from our stockholders and evolving best practices in compensation and governance.
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Executive Compensation Program
Annual Base Salary
In reviewing and adjusting base salaries for 2023, the Compensation Committee considered the factors listed above in “─How We Determine Executive Compensation-Factors Used in Determining Executive Compensation”. The Compensation Committee approved increases to each of the NEOs’ 2023 base salaries ranging from approximately 6% to 7%, which the Compensation Committee felt represented the appropriate increase because the NEO’s base salaries fell well below the median levels for such positions at our peers.
The NEOs’ 2023 base salaries and increases from each of their 2022 base salaries, if applicable, are reflected in the table below. The 2023 base salaries were effective January 1, 2023.
| NEO | 2022 Base Salary | 2023 Base Salary | Increase from 2022 Base Salary % | |||||||||||||||||
| Mark J. Foley | $ | 673,200 | $ | 720,000 | 7.0 | % | ||||||||||||||
| Tobin C. Schilke | $ | 453,442 | $ | 480,649 | 6.0 | % | ||||||||||||||
| Dustin Sjuts | $ | 500,000 | $ | 535,000 | 7.0 | % | ||||||||||||||
| Dwight Moxie | $ | 446,505 | $ | 473,295 | 6.0 | % | ||||||||||||||
Annual Performance-Based Bonuses
Our 2023 Management Bonus Plan was developed by our Compensation Committee in late 2022 and formally approved in early 2023. Under the 2023 Management Bonus Plan, each NEO was eligible to be considered for a performance bonus based on (i) the individual’s target bonus, as a percentage of base salary, (ii) the percentage attainment of our 2023 corporate goals established by the Compensation Committee, and (iii) with respect to our NEOs other than our CEO, individual performance in the form of a modifier that may increase or decrease the total bonus payout, for each such NEO for significant underperformance or overperformance. Mr. Foley's performance bonus was solely based on attainment of the 2023 corporate goals. The NEOs actual bonuses were capped at 200% of each NEO’s target bonus amount.
Target Bonus Opportunity
In early 2023, the Compensation Committee reviewed each of our NEO’s target bonus percentages and determined that the 2022 target bonus percentages remained appropriate for each of the NEOs, with the exception of Mr. Sjuts, whose target bonus was increased from 60% to 65%, after a review of market data. Each NEO's target bonus as a percentage of annual base salary is reflected below.
| NEO | 2023 Target Bonus Percentage (as a % of base salary) | |||||||
| Mark J. Foley | 75 | % | ||||||
| Tobin C. Schilke | 50 | % | ||||||
| Dustin Sjuts | 65 | % | ||||||
| Dwight Moxie | 50 | % | ||||||
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Corporate Performance
The table below reflects each of the corporate goals and their relative weightings approved by the Compensation Committee as well as the relevant corporate achievements and corresponding percentages.
| Corporate Goal | Weighting | 2023 Results | Weighted Corporate Achievement Percentage | |||||||||||||||||
| Revenue | 50% | Partially Achieved | 41.8% | |||||||||||||||||
Achievement of annual Product Revenue(1) target of $225 million | ⇾ | Delivered $212.7 million in Product Revenue | ||||||||||||||||||
| Corporate Cash Burn | 10% | Fully achieved | 10% | |||||||||||||||||
Cash Burn(2) not to exceed fixed amount | ⇾ | Delivered Cash Burn under approved target | ||||||||||||||||||
Services Achievement of milestones relating to our Fintech Platform: | 10% | Fully achieved | 10% | |||||||||||||||||
•Complete testing of key platform program | ⇾ | Delivered in-market commercial performance data from platform test | ||||||||||||||||||
•Complete pricing and loyalty program goals | ⇾ | Finalized loyalty program design and began build | ||||||||||||||||||
Operations Achievement of specified milestones relating to the Company’s operations: | 10% | Fully achieved | 10% | |||||||||||||||||
•Aji Bio approval and product shipped by preset date | ⇾ | PAS for ABPS approved by FDA in March 2023 | ||||||||||||||||||
•Meet DAXXIFY finished goods target | ⇾ | Fully achieved(3) | ||||||||||||||||||
Therapeutics Achievement of specified milestones relating to the Company’s therapeutics programs: | 10% | Fully achieved | 10% | |||||||||||||||||
•Secure FDA approval of cervical dystonia sBLA | ⇾ | DAXXIFY CD Approval in August 2023 | ||||||||||||||||||
•Fully execute CD PrevU launch with 30 accounts injecting DAXXIFY | ⇾ | CD PrevU initiated in September 2023 with 31 accounts injecting DAXXIFY by 12/31/23 | ||||||||||||||||||
D&I and Organizational Culture Achievement of specified milestones and activities relating to D&I and organizational health: | 10% | Fully achieved | 10% | |||||||||||||||||
•Continue to advance D&I initiatives, with focus on leadership, mentoring and education forums | ⇾ | Conducted unconscious bias training for people leaders and met targets related to applicants from underrepresented groups | ||||||||||||||||||
•Implement development plan for all employees at or above director level and achieve completion of plan | ⇾ | 100% completion of development plans by 12/31/23 | ||||||||||||||||||
Stretch Goals Stretch goal of achieving certain strategic milestones | 25% | Partially achieved | 15% | |||||||||||||||||
•Execute a strategic business development deal (10%) | ⇾ | Not achieved | ||||||||||||||||||
•Objectives related to biosimilar program (5%) | ⇾ | Fully Achieved(3) | ||||||||||||||||||
•Objective related to clinical study (10%) | ⇾ | Fully Achieved(3) | ||||||||||||||||||
| Total | 106.8% | |||||||||||||||||||
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(1)Product Revenue means revenue recognized from the sale of DAXXIFY and the RHA® Collection of dermal fillers, as disclosed in accordance with U.S. generally accepted accounting principles (“GAAP”) in our annual financial statements.
(2)Cash Burn is a non-GAAP financial measure, which means (a) the sum of (i) net cash used in operating activities, (ii) purchases of property and equipment, (iii) finance lease prepayments, (iv) principal payments on finance lease obligations and (v) net change in restricted cash; and minus (b) amortization of premium (discount) on investments. We use Cash Burn as a corporate goal because it represents a measure of the Company’s performance against its capital allocation strategy. The Cash Burn goal must have been met to receive any credit for the goal.
(3)We are not disclosing target goal or achievement levels because we believe that disclosure would result in competitive harm. If the targets or achievement levels were disclosed, we believe the information would provide competitors with insights into our strategy, operations and clinical development and commercialization programs that would be harmful to us. The Compensation Committee aims to set corporate performance targets that are rigorous but achievable, and therefore established targets at levels that would be achievable, with effort, if we successfully executed our operating plan for fiscal 2023, unless there are achievements beyond expectations or unusual or unexpected factors that affect the Company’s business.
The Compensation Committee evaluates the corporate goals we believe are essential to building long-term stockholder value and that we use to assess our annual corporate performance. The 2023 corporate goals aimed to incentivize performance related to the Company’s revenue growth, commercial expansion, capital allocation priorities and continued advancement of our clinical development program. In addition, our people goals were established to reward our commitment to inclusiveness and equality and reflect our mission to foster diversity, equality and belonging at the Company. In setting these goals, the Compensation Committee balances the consideration of the likelihood of achievement of these corporate goals with the effectiveness of such goals in incentivizing our NEOs’ performance. The relative weightings of the 2023 corporate goals are based upon our assessment of the importance of each goal in creating long-term value for the Company and our stockholders.
In early 2024, our Compensation Committee reviewed our 2023 performance and approved the extent to which we achieved each of our corporate goals based on our achievements, as described in the table above, which resulted in an overall 2023 corporate goal achievement of 106.8%, which was the sum of the weight of each corporate goal, multiplied by the performance achievement assigned to such goal by the Compensation Committee based on the actual results during 2023. The Compensation Committee decided to exercise negative discretion to reduce the corporate goal achievement by 10%, representing the achievement of our services goals described above, all of which related to our Fintech Platform business that we have now substantially exited. As a result, the Compensation Committee determined that the portion of the bonus each NEO was eligible to earn that related to corporate goal achievement was 96.8%.
Individual Performance
In determining NEO bonus amounts (other than Mr. Foley), the Compensation Committee may also take into account the individual performance of the NEO in contributing to the achievement of our Corporate Goals. Individual performance, in both results achieved and targeted behavioral competencies (values), are assessed and measured by the CEO and recommended to the Compensation Committee. Revance’s four-point performance rating scale is used along with a corresponding individual performance percentage ranging from 0% for not meeting expectations to 125% for superior performance. As a result, a NEO’s actual performance bonus may range from 0% to up to 125% of the bonus to which the NEO would otherwise be entitled based solely on relative achievement of the corporate performance goals discussed above. The Compensation Committee awarded Mr. Moxie which was subject to repayment by Mr. Moxie if his employment with us ceases under certain circumstances within the 12 months following his start date, pursuant to the terms of his employment agreement with us. In addition, in 2020, we paidand Mr. Sjuts a grossed-up monthly car allowance pursuant100% individual performance percentage for their performance in 2023. The Compensation Committee awarded Mr. Schilke a 102.1% individual modifier as a result of his performance and with respect to the termsadditional scope of his employment agreement and grossed-up relocation reimbursements, as well, as reported in the “Summary Compensation Table.” We provided a car allowance for Mr. Sjuts because of the travel required for his position. In addition, we grossed-up relocation reimbursements for Mr. Sjuts soresponsibilities that he would receive an amount after taxes that fully reimburses his out-of-pocket moving expensesundertook during 2023. In 2023, in connection with his move from Chinaaddition to responsibility for the San Francisco Bay area to commence his employment with us. The Company determined that such benefits were reasonableFinance and necessary in order to induce Messrs. MoxieIT departments, Mr. Schilke took on responsibility for the Supply Chain, Facilities and Sjuts to join our Company.Manufacturing departments.
| NEO | Annual Target Bonus | Actual Bonus | ||||||||||||||||||
| Mark J. Foley | $ | 540,000 | $ | 522,720 | ||||||||||||||||
| Tobin C. Schilke | $ | 240,325 | $ | 237,440 | ||||||||||||||||
| Dustin Sjuts | $ | 347,750 | $ | 336,622 | ||||||||||||||||
| Dwight Moxie | $ | 236,648 | $ | 229,075 | ||||||||||||||||
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Equity-Based Incentive Awards
2023 Annual Grants
We have historically granted equity compensation to alignour executive officers primarily in the form of stock options and restricted stock or units that vest over time and/or subject to performance goals. Accordingly, our NEOs received annual 2022 and 2023 equity grants consisting of a mix of stock options and PSUs.
The Compensation Committee decided to incorporate and emphasize PSUs to strengthen its pay for performance philosophy and in light of stockholder and institutional investor feedback. Because PSUs only vest upon achievement of key performance goals that drive our business and our stockholder value, the Compensation Committee believes that these awards increase the alignment between the interests of our executive officers and directors withstockholders. Stock options that vest over a multi-year period also remain an important part of our executive compensation program. The Compensation Committee views stock options as inherently performance-based compensation that automatically links executive pay to stockholder return, as the interestsvalue realized, if any, by the executive from an award of stock options, is dependent upon, and directly proportionate to, appreciation in stock price. Regardless of the Company's stockholdersreported value in the “Summary Compensation Table”, executives will only receive value from the stock option awards if the price of the stock increases above the price of the stock at time of grant (the exercise price), and remains above such exercise price as the stock options continue to vest and are exercised. Stock options also do not have downside protection, and the awards will not provide value to the holder when the stock price is below the exercise price.
The Compensation Committee chose an award mix for the annual 2023 equity grants (based on target grant date values) consisting of approximately 100% PSUs for Mr. Foley, 75% PSUs and 25% options for Mr. Sjuts and 67% PSUs and 33% options for each of the other NEOs. Compared to our 2022 annual equity grants, the 2023 annual equity grant mix remained the same for NEOs other than Mr. Foley. The Compensation Committee increased the portion of Mr. Foley’s annual equity award from 80% PSUs in 2022 to 100% PSUs in 2023 to further promoteincrease the Company's commitment to sound corporate governance. focus on performance-vesting equity.
The guidelines call for the achievement and maintenance ofannual 2023 equity ownership with the following total values: 3X base salary for the CEO; 1X base salary for all other executive officers and 3X annual cash retainers for independent directors (excluding cash retainers for Board committee service). Each executive officer and director is required to meet the minimum stock ownership guidelines within five years of become subject to the guidelines. As of December 31, 2020, all participants are still within the five-year timeframe for compliance; however, all of our NEOs and directors met the stock ownership guidelines.
| NEO | Stock Option Grant (# of shares) | PSUs (# of shares) | ||||||||||||
| Mark J. Foley | — | 254,058 | ||||||||||||
| Tobin C. Schilke | 50,435 | 62,650 | ||||||||||||
| Dustin Sjuts | 43,255 | 79,394 | ||||||||||||
| Dwight Moxie | 43,774 | 54,376 | ||||||||||||
The Compensation Committee chose each NEO’s grant level based on the amount which they felt, in their judgment, was appropriate to retain and incentivize the NEOs, while remaining reasonable within market standards and considering potential dilution of our Clawback Policy pursuantshare reserves and the factors listed above in “─Factors Used in Determining Executive Compensation.” In making these determinations, the Compensation Committee considered each of the NEO’s current equity holdings, including vested and unvested holdings and the extent to which such holdings were “in-the-money,” the Company may recoup certain compensation fromextent to which such holdings remained unvested and therefore continued to serve as a retention tool, the Company’s executive officersmarket data provided by FW Cook reflecting equity value based on approximated grant date fair value, internal equity amongst the team, individual performance and length of service.
The number of shares underlying each 2023 equity grant was determined by, in the eventcase of fraud or willful misconduct. The Clawback Policy provides thatPSUs, dividing the Company can recoup from executive officers any cash or equity-based incentive compensation that an executive office was granted, earned, paid or that became vested during the prior 12 months in the event that there is a material restatement of financial results due to fraud or willful misconduct of the executive officer from whom recoupment is sought. The Board or an appropriate committee thereof has discretion to determine whether and to what extent to seek recoupment based on specific facts and circumstances. We intend to amend our Clawback Policy as soon as, and to the extent that, the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act require once such clawbacks are finalizedtarget grant date value by the SEC.
The stock options granted in 2023 vest over a four-year period, subject to market-based vesting conditions, fair values are determined using the Monte-Carlo simulation model.executive officer’s continued service with us. The PSUs vest based on certain Product Revenue goals for the three-year performance period (January 1, 2023 – December 31, 2025). The Product Revenue goals were designed to require substantial effort, taking into account the planned investments in scaling the commercial production of DAXXIFY through ABPS and initiating the Company’s therapeutics commercial launch and the Company’s operational goals. The Compensation Committee set a cumulative
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Product Revenue goal for the requisite servicethree-year performance period (generally the vesting period). For PSAs not subject to market-based vesting conditions, the valueand an annual Product Revenue goal for each of the stock-based awards is recognized as compensation expense whenthree calendar years during the three-year performance period and established a threshold, target and stretch achievement level for each such goal. Up to one-third of the target PSUs are eligible to vest at the end of each of the three calendar years during the performance condition is probable of achievement. Forfeitures are recognized when they occur. The accounting impact of our compensation programs are one of many factors thatperiod, based on the Compensation Committee considers in determining the structure and size of our executive compensation programs.
The PSUs are subject to vesting in the event of a Change in Control, based on target performance or, if such Change in Control occurs following the applicable performance period to which the goal relates, actual performance. All PSU vesting is generally subject to the Tax Cuts and Jobs Act,executive officer’s continuous services provided that in the performance-based compensation exception under Section 162(m) was repealed with respect to taxable years beginning after December 31, 2017, except that certain transition relief is provided for compensation paid pursuant to a written binding contract which was in effect on November 2, 2017 and which is not modified in any material respect on or after such date.
The Compensation Committee has reviewedchose the PSU performance structure described above to incentivize performance over a meaningful period of time that would result in growth for the Company and discussedstockholder value. The Compensation Committee selected Product Revenue as a performance measure for the 2023 PSUs to focus our NEOs on delivering topline growth and driving our commercial success over the three year performance period. The Compensation Committee determined Product Revenue was an appropriate measure to use in both our annual and long-term incentive programs in order to emphasize the importance of growth by linking a significant portion of our NEOs’ compensation to revenue performance over different time periods. We believe that revenue is the most important driver for sustainable and profitable growth, and in turn, increased stockholder value. The Compensation Committee considered alternative structures for the PSUs and determined that a structure that provided for limited annual vesting opportunity with management the Compensation Discussionpotential to earn above-target vesting after the three-year performance period based on cumulative Product Revenue achievement, was the most appropriate structure to provide both retention and Analysis (“CD&A”) containedincentive for the NEOs to deliver results. We are not disclosing the Product Revenue goals because we believe that doing so would provide competitors with insights into our strategy and business operations that would be harmful to us.
In setting the target Product Revenue goals in this Proxy Statement. Based on this review and discussion,January 2023, the Compensation Committee has recommendedconsidered various factors, including our historical performance and our then-current forecasts, as well as analyst consensus, to establish levels they felt would be achievable, with substantial effort, if we successfully executed on our operating plan, absent unusual or unexpected factors that impact our business. The level of vesting that would be achieved upon threshold, target and stretch performance after the Boardend of each applicable calendar year and the full three-year performance period is reflected in the chart below.
Performance Vesting Grid
| Actual Product Revenue for Performance Period (as a % of Target Revenue Goal) | Resulting Number of Eligible RSUs (as a % of Applicable RSUs) | |||||||
| < 75% | —% | |||||||
75% (“Threshold”) | 25% | |||||||
100% (“Target”) | 100% | |||||||
125% (“Stretch”) | 100%, except that for the cumulative 3-year performance period only: 200%, with such resulting RSUs reduced by any previously earned RSUs | |||||||
In early 2024, the Compensation Committee assessed performance against our annual Product Revenue goal for 2023 and determined that we had achieved approximately 94.5% of our target, resulting in each of our NEOs vesting in approximately 83.54% of the CD&A be included in this Proxy Statement and incorporated into our Annual Report on Form 10-Kshares underlying their target PSUs for the fiscal year ended December 31, 2020.first annual measurement period in March 2024. The table below sets forth the number of PSUs that vested in March 2024.
| NEO | PSUs (# of shares) | |||||||
| Mark J. Foley | 70,750 | |||||||
| Tobin C. Schilke | 17,447 | |||||||
| Dustin Sjuts | 22,110 | |||||||
| Dwight Moxie | 15,143 | |||||||
2022 PSU Vesting
In 2022, we granted our NEOs PSUs that vested based on the SEC and is not deemed to be incorporatedachievement of (1) approval by reference in any filingthe FDA of the Company underCompany’s BLA for DAXXIFY for the Securities Act ortreatment of glabellar lines (“DAXXIFY GL Approval”), and (2) the Exchange Act, otherachievement of a $30 per share stock price during any 90 consecutive trading-day period on a volume weighted basis. We obtained DAXXIFY GL Approval in September 2022; as a result, in March 2023, the NEOs vested in 50% of each of their 2022 PSUs. We achieved the $30 stock price goal for the remaining 50% of the 2022 PSUs on April 28, 2023, and the NEOs vested in the remaining portion of the 2022 PSUs in May 2023. The table below sets forth the aggregate number of PSUs that vested in March and May 2023.
| NEO | PSUs (# of shares) | |||||||
| Mark J. Foley | 351,298 | |||||||
| Tobin C. Schilke | 84,698 | |||||||
| Dustin Sjuts | 104,791 | |||||||
| Dwight Moxie | 84,698 | |||||||
2021 PSA Vesting
In 2021, we granted our NEOs performance share awards (“PSAs”) that only vest upon achievement of $300 in cumulative revenue, calculated in accordance with GAAP, adjusted to exclude revenue recognized from collaboration agreements and classified as collaboration revenue (the "Revenue Target"), measured beginning on January 1, 2021, provided the Revenue Target occurs no later than the Company’s Annual Report on Form 10‑K, where it shall be deemed to be “furnished,” whether made before or afterthree-year anniversary of the date hereofof DAXXIFY GL Approval (the “Performance Deadline”). The Revenue Target was met in June 2023, and irrespectiveaccordingly, the NEOs subsequently vested in 100% of any general incorporation languagetheir 2021 PSAs in any such filing.August 2023. The table below sets forth the number of PSAs that vested in August 2023.
| NEO | PSAs (# of shares) | |||||||
| Mark J. Foley | 122,143 | |||||||
| Tobin C. Schilke | 22,620 | |||||||
| Dustin Sjuts | 22,620 | |||||||
| Dwight Moxie | 19,346 | |||||||
Preview of 2024 Annual Grants
For 2024, our Compensation Committee continued to structure Mr. Foley’s annual equity award to consist entirely of PSUs. For our other NEOs except Mr. Sjuts (who did not receive an award due to his separation effective on March 31, 2024), the Compensation Committee granted an equal combination of PSUs and RSUs. The grant date value of the 2024 annual equity awards for each of our NEOs was lower than those awarded in 2023. The 2024 PSUs vest based upon our total stockholder return during a four-year performance period.
EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS
Overview
This Compensation Discussion and Analysis provides an overview of the material components of our executive compensation program for the fiscal year ended December 31, 2023, for our principal executive officer, our principal financial officer and the next two most highly compensated executive officers serving as of the end of 2023 (we did not have any other executive officers serving at the end of 2023) (the “Named Executive Officers” or “NEOs”). This discussion and analysis is intended to enhance your understanding of the information provided in the compensation tables below and to provide additional context regarding our overall executive compensation program. In addition, we explain how and why our Board and Compensation Committee determined our compensation policies and specific compensation decisions for our NEOs during and for fiscal year 2023 and, to the extent material, 2024.
Our NEOs for 2023 consisted of the following individuals:
•Mark J. Foley, CEO;
•Tobin C. Schilke, CFO;
•Dustin Sjuts, President1; and
•Dwight Moxie, CLO
1 Mr. Sjuts will cease serving as our President effective March 31, 2024. Mr. Sjuts is expected to continue to provide consulting services to the Company in a non-executive officer capacity until March 31, 2025.
Executive Summary
Highlights of our 2023 Business Activities
•Generated $224.9 million in revenue from the sale of our Products and our Services.
•Secured DAXXIFY CD Approval in August 2023.
•Initiated CD PrevU in September 2023.
•Ended fiscal year 2023 with cash, cash equivalents and short-term investments of $253.9 million by maintaining a disciplined capital allocation strategy, which in 2023 focused on (i) continuing to drive revenue growth by increasing adoption of DAXXIFY and the RHA® Collection of dermal fillers; (ii) initiating CD PrevU and pre-launch activities; and (iii) maximizing supply chain efficiencies by leveraging and scaling commercial production of DAXXIFY through ABPS. In 2023, to align our operations with our capital allocation priorities, the Company made the decision to exit its Fintech Platform business.
•Raised net proceeds of $100.0 million after sales agent commissions and offering costs from our at-the-market offering program during the three months ended June 30, 2023.
•Secured gross proceeds of $50.0 million in connection with the issuance of notes payable to Athyrium Capital in connection with the NPA Amendment.
See “Proxy Summary—Company Performance Highlights” for a description of additional 2023 business activities.
Highlights of 2023 and early 2024 Executive Compensation Program
•We continued to increase our emphasis on equity awards that vest based on performance goals. In 2023, we structured 100% of our CEO’s annual equity awards to consist of PSUs and 67%-75% of our other NEOs’ annual equity awards to consist of PSUs (based on target grant date value).
•We refined our performance goals for performance-vesting equity awards. Our 2022 PSUs vest based on a combination of a meaningful stock price goal and a key regulatory goal. In 2023, we refined our 2023
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PSUs to vest based on revenue goals over a three-year performance period. For 2024, PSUs vest based on rigorous TSR performance hurdles over a four-year performance period.
•We delivered approximately 88% of our NEO’s 2023 total direct compensation, on average, to be ‘at-risk’ dependent on Company performance in the form of an annual performance bonus earned and equity incentive awards granted, as reported in the Summary Compensation Table.
•We included people and D&I goals in our executive bonus program. For 2023, the corporate goals on which our executive bonuses are based included a specific weighted category for the achievement of key people initiatives, which included goals related to D&I.
•We structured our executive bonus opportunities to be based on key corporate objectives and we exercised discretion to reduce the bonus payouts. We exceeded our corporate goals for 2023, however our Compensation Committee used its discretion to reduce the bonus payouts to a lower amount than would have been paid pursuant to the pre-established formula under the 2023 management bonus plan in order to adjust for the exit of the Fintech Platform, which exit has now been substantially completed. As a result, we paid all 2023 bonuses to our NEOs based on ∼97% corporate goal achievement, which reflected a 10% decrease from the actual corporate goal achievement.
•We maintained an overall cap on executive bonuses equal to 200% of target bonus for 2023. For 2024, we implemented an overall bonus cap equal to 155% of the target bonus.
Executive Compensation Policies and Practices
Our executive compensation program adheres to the following practices:
| What We Do | What We Don’t Do | |||||||
ü Emphasize “at-risk” compensation and long-term equity incentives ü Tie performance bonus opportunities to defined corporate objectives and cap payout ü Provide transparent disclosure of performance bonus metrics and payout structure ü Structure severance payments as “double-trigger” requiring both a change in control and an involuntary termination for payout ü Maintain a clawback policy and stock ownership guidelines ü Assess risks of our compensation program ü Maintain a Compensation Committee comprised entirely of independent directors ü Retain an independent compensation advisor ü Hold annual say on pay stockholder vote ü Engage in annual stockholder engagement on our executive compensation program and ESG ü Reevaluate and adjust our compensation program annually based on stockholder feedback and market developments | ûNo guaranteed “single-trigger” change in control cash payments ûNo tax reimbursements or tax gross-ups on severance or change in control payments ûNo special executive welfare or health benefits, or supplemental retirement plans not available to our employees generally ûNo guaranteed salary increases or bonuses ûNo hedging or pledging of our stock ûNo extensive perquisites | |||||||
Results of 2023 Say-on-Pay Vote, Stockholder Outreach and Response
At our 2023 Annual Meeting of Stockholders, our stockholders approved, on an advisory basis, the compensation of our NEOs, as disclosed in our 2023 proxy statement. The proposal was supported by approximately 97% of the total votes cast, an 19% increase from our 2022 “say on pay” advisory vote. We value our stockholders’ views and conduct regular stockholder outreach regarding our executive compensation practices, including our alignment of pay to performance, to ensure that our practices are aligned with stockholder expectations and interests. See “Stockholder Engagement” for additional information. In 2023, we reached out to holders of approximately 72% of our
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outstanding common stock, excluding shares held by directors and executive officers. Members of our executive management team and, for certain meetings, the Chairman of our Board, held informative discussions with stockholders representing approximately 30% of the shares of our outstanding common stock, excluding shares held by directors and executive officers.
We took the results from our prior years’ “say on pay” advisory votes and the feedback we received from stockholder engagements into consideration in making decisions regarding executive compensation for 2023 and 2024. Specifically, our Compensation Committee continued to increase the emphasis on PSUs in our executive compensation program, increasing the proportion of equity delivered in PSUs to our CEO and other NEOs from 60% and 33%, respectively, in 2021 to 80% and 67%-75%, respectively, in 2022. In 2023, we delivered 100% of our CEO’s annual equity awards in the form of PSUs. The Compensation Committee also continued to refine the performance goals and vesting structure of our PSUs so that goals remain rigorous and tied to key business strategy. Our Compensation Committee also implemented a 200% cap on the payment of bonuses under our annual performance bonus program.
Our Compensation Committee will monitor and continue to evaluate our executive compensation program going forward in light of our stockholders’ views and our transforming business needs. Our Compensation Committee expects to continue to consider the outcome of our “say on pay” votes and our stockholders’ views when making future compensation decisions for our NEOs.
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 following chart summarizes the three main elements of compensation, their objectives and key features.
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| Element of Compensation | Objectives | Key Features | ||||||||||||
Base Salary (fixed cash) | Provides financial stability and security through a fixed amount of cash for performing job responsibilities. | Generally reviewed annually and determined based on a number of factors (including individual performance, internal equity, retention, expected cost of living increases and the overall performance of our Company) and by reference to market data provided by our independent compensation consultant. | ||||||||||||
Performance Bonus (at-risk cash) | Motivates and rewards for attaining rigorous annual corporate performance goals that relate to our key business objectives and individual contributions. | Target bonus amounts, calculated as a percentage of base salary, are generally reviewed annually and determined based upon positions that have similar impact on the organization and competitive bonus opportunities in our market. Bonus opportunities are dependent upon achievement of specific corporate performance measures established at the beginning of the year and, except with respect to our CEO, individual performance. Actual bonus amounts earned are determined after the end of the year, based on achievement of the designated corporate performance objectives and, where applicable for NEOs other than our CEO, individual performance. | ||||||||||||
Long-Term Incentive (at-risk equity) | Motivates and rewards for long-term Company performance; fosters ownership culture, aligns executives’ interests with stockholder interests and long-term stockholder value. Attracts highly qualified executives and encourages their continued employment over the long-term. | Equity opportunities are generally reviewed and determined annually or as appropriate during the year for new hires, promotions, or other special circumstances, such as to encourage retention, or as an incentive for significant achievement. Individual grants are determined based on a number of factors, including current corporate and individual performance, outstanding equity holdings and their retention value and total ownership, historical value of our stock, internal equity amongst executives and market data provided by our independent compensation consultant. Equity grants have historically been provided primarily in the form of stock options and restricted stock or units that typically vest over a four-year-period and a three-year-period, respectively. To further align our NEOs’ interests with those of our stockholders, we have also granted performance-vesting restricted stock awards or units to each of our NEOs since 2020. | ||||||||||||
In evaluating our executive compensation policies and programs, as well as the short-term and long-term value of our executive compensation plans, we consider both the performance and skills of each of our NEOs, as well as the compensation paid to NEOs at similar companies with similar responsibilities. We focus on providing a competitive compensation package which provides significant short-term and long-term incentives for the achievement of measurable corporate objectives. We believe this approach provides an appropriate blend of short-term and long-term incentives to maximize stockholder value.
We do not have any formal policies for allocating compensation among salary, performance bonus awards, equity grants, short-term and long-term compensation, or among cash and non-cash compensation. Instead, the Compensation Committee uses its judgment to establish a total compensation program for each NEO that is a mix of current, short-term and long-term incentive compensation and cash and non-cash compensation, that it believes appropriate to achieve the goals of our executive compensation program and our corporate objectives. However, the Compensation Committee structures a majority of the NEOs’ total target compensation to be comprised of performance-based bonus opportunities and long-term equity awards, in order to align the NEOs’ incentives with the interests of our stockholders and our corporate objectives.
In making executive compensation decisions, the Compensation Committee generally considers each NEO’s total target direct compensation, which consists of base salary, target bonus opportunity, which together with base salary we refer to as target cash compensation and long-term equity awards (valued based on an approximation of grant date fair value).
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How We Determine Executive Compensation
Role of the Compensation Committee and Executive Officers in Setting Executive Compensation
The Compensation Committee reviews and oversees our executive compensation policies, plans and programs and reviews and determines the compensation to be paid to all of our executive officers, including the NEOs. Our Compensation Committee consists solely of independent members of the Board. In making its executive compensation determinations, the Compensation Committee considers recommendations from the CEO, for executive officers other than himself and, with respect to the evaluation of the CEO’s performance, the Compensation Committee considers recommendations from the Board Chair and, if it determines appropriate, may also seek recommendations or approval of executive compensation decisions from the independent members of the Board. In making his recommendations for executive officers other than himself, the CEO receives input from our human resources department and has access to various third-party compensation surveys and compensation data provided by the independent compensation consultant to the Compensation Committee, as described below. While the CEO discusses his recommendations for the other executive officers with the Compensation Committee, he does not participate in the deliberations concerning, or the determination of, his own compensation. In addition to our CEO, our Chief People Officer and CLO also attend Compensation Committee meetings and may take part in discussions of executive compensation. The Compensation Committee makes its determinations with respect to executive compensation matters without any NEOs or other executive officers present (other than the CEO as described above). Various other members of management and other employees as well as outside advisers or consultants are also invited by the Compensation Committee to make presentations, provide financial or other background information or advice or otherwise participate in the Compensation Committee meetings.
The Compensation Committee meets periodically throughout the year, typically four times or more, to manage and evaluate our executive compensation program, and generally determines the principal components of compensation (base salary, performance bonus and equity awards) for our executive officers on an annual basis. These annual decisions typically occur in the first quarter of the year, however, decisions may occur during the year for new hires, promotions or other special circumstances as our Compensation Committee determines appropriate. The Compensation Committee does not delegate its authority to approve executive officer compensation, but it does have the general authority to delegate its authority to subcommittees, as appropriate. Our general policy is to grant equity awards during regularly scheduled Compensation Committee meetings determined in advance, although there may be occasions when grants are made on other dates, such as new hires or other special circumstances. Annual equity awards are usually granted in the first quarter of the year at a regularly scheduled Compensation Committee meeting. All required approvals are obtained in advance of or on the actual grant date. The timing of equity award grants to our executive officers is not coordinated in a manner that intentionally benefits our executive officers.
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 2023 compensation for each of our executive officers and making 2023 compensation decisions, we retained FW Cook, 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.
FW Cook assisted the Compensation Committee in developing a group of peer companies to use as a reference in making 2023 compensation decisions, evaluating current pay practices and considering different compensation programs and best practices. As described further below, FW Cook also prepared an analysis of our compensation practices with respect to base salaries, annual bonuses and long-term incentive grants against market practices. FW Cook 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. FW Cook 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 FW Cook met in executive session with no members of management present as needed to address various compensation matters, including deliberations regarding the CEO’s compensation.
Our Compensation Committee has analyzed whether the work of FW Cook as a compensation consultant raised any conflict of interest, taking into consideration the independence factors set forth by Nasdaq and the SEC with respect to FW Cook. Based on its analysis of these factors, our Compensation Committee determined that the work of FW Cook and the individual compensation advisors employed by FW Cook does not create any conflicts of interest.
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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 top talent. To this end, the Compensation Committee reviews market data for each executive officer’s position, compiled by FW Cook with respect to determining executive compensation in early 2023, as described below, including information relating to the compensation for executive officers in the development stage biotechnology industry.
In developing a proposed list of our peer group companies to be used in connection with making compensation decisions for 2023, FW Cook recommended and the Compensation Committee selected companies that would be appropriate peers based on geography, industry focus, stage of development, market capitalization and revenue. Specifically, companies were selected in September 2022 with the following parameters:
•Sector & Geography: We focused on biotechnology and pharmaceutical companies based in the United States;
•Stage of development/Product Focus: We primarily focused on including companies with commercial products with in-house sales teams and manufacturing capabilities;
•Market Capitalization: We focused on companies with market capitalization representing roughly 1/3 to 3 times our market capitalization; and
•Revenue: We focused on companies with annual sales roughly 1/3 to 3 times our estimated 2023 revenue.
Based on these criteria, FW Cook recommended and our Compensation Committee approved the addition of two new peers to our peer group, as reflected below, and removal of the following two historical peers: Epizyme and Zogenix, as a result of their recent acquisitions. The Compensation Committee believed these changes to the peer group provided the appropriate compensation benchmarks as the Company has continued to increase its revenue and commercialization efforts.
The peer group of publicly-traded companies set forth below was used to analyze 2023 compensation. At the time of evaluation, we fell at approximately the 58th and 37th percentiles of our 2023 peer group in terms of market capitalization and revenue, respectively.
| Agios Pharmaceuticals (AGIO) | Glaukos (GKOS) | ||||
| Amicus Therapeutics (FOLD)* | Global Blood Therapeutics (GBT) | ||||
| ArtiCure (ARTC) | Heron Therapeutics (HRTX) | ||||
| Blueprint Medicines (BPMC) | Insmed (INSM) | ||||
| Cardiovascular Systems (CSII) | Intra-Cellular Therapies (ITCI) | ||||
| ChemoCentryx (CCXI) | Karyopharm Therapeutics (KPTI) | ||||
| Coherus BioSciences (CHRS) | Nevro (NVRO) | ||||
| Corcept Therapeutics (CORT) | Sangamo Therapeutics (SGMO) | ||||
| Deciphera Pharmaceuticals (DCPH) | Supernus Pharmaceuticals (SUPN)* | ||||
| Dynavax Technologies (DVAX) | Theravance Biopharma (TBPH) | ||||
| *New for 2023 | |||||
In December 2022, FW Cook completed an assessment of executive compensation data based on our peer group to inform the Compensation Committee’s determination of executive compensation for 2023. The market data used for this assessment was compiled from the 2023 selected peer group companies’ publicly disclosed information.
FW Cook 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). This market data was used by the Compensation Committee as a reference point, in addition to other factors, in setting our NEOs’ 2023 compensation.
The Compensation Committee’s general aim is for compensation to remain competitive with the market, based on the median of the market as appropriate and corporate and individual executive performance and other factors deemed to be appropriate by the Compensation Committee. The Compensation Committee does not maintain a specific market
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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 NEO 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,” our Compensation Committee considers in making compensation decisions, and therefore individual NEO compensation may fall at varying levels as compared to the market data.
Factors Used in Determining Executive Compensation
Our Compensation Committee sets the compensation of our executive officers at levels they determine to be competitive and appropriate for each NEO, using their professional experience and judgment. Pay decisions are not made by use of a formulaic approach or benchmark; the Compensation Committee believes that executive pay decisions require consideration of a multitude of relevant factors that may vary from year to year and by individual circumstance. In making executive compensation decisions, the Compensation Committee generally takes into consideration the factors listed below:
•corporate performance, business needs and business impact;
•each NEO’s individual performance, experience, job function, change in position or responsibilities and expected future contributions to our Company;
•internal pay equity among NEOs;
•the need to attract new talent to our executive team and retain existing talent in a highly competitive industry and geographic region;
•a range of market data reference points (generally the 25th, 50th and 75th percentiles of the market data), see “─Use of Competitive Market Compensation Data” for additional information;
•the total compensation cost and stockholder dilution from executive compensation actions;
•trends and compensation paid to similarly situated officers within our market;
•recommendations of the outside compensation consultant;
•a review of a NEO’s total targeted and historical compensation and equity ownership;
•our CEO’s recommendations (with respect to executive officers other than himself), based on his direct knowledge of the performance by each NEO; and
•feedback from our stockholders and evolving best practices in compensation and governance.
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Executive Compensation Program
Annual Base Salary
In reviewing and adjusting base salaries for 2023, the Compensation Committee considered the factors listed above in “─How We Determine Executive Compensation-Factors Used in Determining Executive Compensation”. The Compensation Committee approved increases to each of the NEOs’ 2023 base salaries ranging from approximately 6% to 7%, which the Compensation Committee felt represented the appropriate increase because the NEO’s base salaries fell well below the median levels for such positions at our peers.
The NEOs’ 2023 base salaries and increases from each of their 2022 base salaries, if applicable, are reflected in the table below. The 2023 base salaries were effective January 1, 2023.
| NEO | 2022 Base Salary | 2023 Base Salary | Increase from 2022 Base Salary % | |||||||||||||||||
| Mark J. Foley | $ | 673,200 | $ | 720,000 | 7.0 | % | ||||||||||||||
| Tobin C. Schilke | $ | 453,442 | $ | 480,649 | 6.0 | % | ||||||||||||||
| Dustin Sjuts | $ | 500,000 | $ | 535,000 | 7.0 | % | ||||||||||||||
| Dwight Moxie | $ | 446,505 | $ | 473,295 | 6.0 | % | ||||||||||||||
Annual Performance-Based Bonuses
Our 2023 Management Bonus Plan was developed by our Compensation Committee in late 2022 and formally approved in early 2023. Under the 2023 Management Bonus Plan, each NEO was eligible to be considered for a performance bonus based on (i) the individual’s target bonus, as a percentage of base salary, (ii) the percentage attainment of our 2023 corporate goals established by the Compensation Committee, and (iii) with respect to our NEOs other than our CEO, individual performance in the form of a modifier that may increase or decrease the total bonus payout, for each such NEO for significant underperformance or overperformance. Mr. Foley's performance bonus was solely based on attainment of the 2023 corporate goals. The NEOs actual bonuses were capped at 200% of each NEO’s target bonus amount.
Target Bonus Opportunity
In early 2023, the Compensation Committee reviewed each of our NEO’s target bonus percentages and determined that the 2022 target bonus percentages remained appropriate for each of the NEOs, with the exception of Mr. Sjuts, whose target bonus was increased from 60% to 65%, after a review of market data. Each NEO's target bonus as a percentage of annual base salary is reflected below.
| NEO | 2023 Target Bonus Percentage (as a % of base salary) | |||||||
| Mark J. Foley | 75 | % | ||||||
| Tobin C. Schilke | 50 | % | ||||||
| Dustin Sjuts | 65 | % | ||||||
| Dwight Moxie | 50 | % | ||||||
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Corporate Performance
The table below reflects each of the corporate goals and their relative weightings approved by the Compensation Committee as well as the relevant corporate achievements and corresponding percentages.
| Corporate Goal | Weighting | 2023 Results | Weighted Corporate Achievement Percentage | |||||||||||||||||
| Revenue | 50% | Partially Achieved | 41.8% | |||||||||||||||||
Achievement of annual Product Revenue(1) target of $225 million | ⇾ | Delivered $212.7 million in Product Revenue | ||||||||||||||||||
| Corporate Cash Burn | 10% | Fully achieved | 10% | |||||||||||||||||
Cash Burn(2) not to exceed fixed amount | ⇾ | Delivered Cash Burn under approved target | ||||||||||||||||||
Services Achievement of milestones relating to our Fintech Platform: | 10% | Fully achieved | 10% | |||||||||||||||||
•Complete testing of key platform program | ⇾ | Delivered in-market commercial performance data from platform test | ||||||||||||||||||
•Complete pricing and loyalty program goals | ⇾ | Finalized loyalty program design and began build | ||||||||||||||||||
Operations Achievement of specified milestones relating to the Company’s operations: | 10% | Fully achieved | 10% | |||||||||||||||||
•Aji Bio approval and product shipped by preset date | ⇾ | PAS for ABPS approved by FDA in March 2023 | ||||||||||||||||||
•Meet DAXXIFY finished goods target | ⇾ | Fully achieved(3) | ||||||||||||||||||
Therapeutics Achievement of specified milestones relating to the Company’s therapeutics programs: | 10% | Fully achieved | 10% | |||||||||||||||||
•Secure FDA approval of cervical dystonia sBLA | ⇾ | DAXXIFY CD Approval in August 2023 | ||||||||||||||||||
•Fully execute CD PrevU launch with 30 accounts injecting DAXXIFY | ⇾ | CD PrevU initiated in September 2023 with 31 accounts injecting DAXXIFY by 12/31/23 | ||||||||||||||||||
D&I and Organizational Culture Achievement of specified milestones and activities relating to D&I and organizational health: | 10% | Fully achieved | 10% | |||||||||||||||||
•Continue to advance D&I initiatives, with focus on leadership, mentoring and education forums | ⇾ | Conducted unconscious bias training for people leaders and met targets related to applicants from underrepresented groups | ||||||||||||||||||
•Implement development plan for all employees at or above director level and achieve completion of plan | ⇾ | 100% completion of development plans by 12/31/23 | ||||||||||||||||||
Stretch Goals Stretch goal of achieving certain strategic milestones | 25% | Partially achieved | 15% | |||||||||||||||||
•Execute a strategic business development deal (10%) | ⇾ | Not achieved | ||||||||||||||||||
•Objectives related to biosimilar program (5%) | ⇾ | Fully Achieved(3) | ||||||||||||||||||
•Objective related to clinical study (10%) | ⇾ | Fully Achieved(3) | ||||||||||||||||||
| Total | 106.8% | |||||||||||||||||||
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(1)Product Revenue means revenue recognized from the sale of DAXXIFY and the RHA® Collection of dermal fillers, as disclosed in accordance with U.S. generally accepted accounting principles (“GAAP”) in our annual financial statements.
(2)Cash Burn is a non-GAAP financial measure, which means (a) the sum of (i) net cash used in operating activities, (ii) purchases of property and equipment, (iii) finance lease prepayments, (iv) principal payments on finance lease obligations and (v) net change in restricted cash; and minus (b) amortization of premium (discount) on investments. We use Cash Burn as a corporate goal because it represents a measure of the Company’s performance against its capital allocation strategy. The Cash Burn goal must have been met to receive any credit for the goal.
(3)We are not disclosing target goal or achievement levels because we believe that disclosure would result in competitive harm. If the targets or achievement levels were disclosed, we believe the information would provide competitors with insights into our strategy, operations and clinical development and commercialization programs that would be harmful to us. The Compensation Committee aims to set corporate performance targets that are rigorous but achievable, and therefore established targets at levels that would be achievable, with effort, if we successfully executed our operating plan for fiscal 2023, unless there are achievements beyond expectations or unusual or unexpected factors that affect the Company’s business.
The Compensation Committee evaluates the corporate goals we believe are essential to building long-term stockholder value and that we use to assess our annual corporate performance. The 2023 corporate goals aimed to incentivize performance related to the Company’s revenue growth, commercial expansion, capital allocation priorities and continued advancement of our clinical development program. In addition, our people goals were established to reward our commitment to inclusiveness and equality and reflect our mission to foster diversity, equality and belonging at the Company. In setting these goals, the Compensation Committee balances the consideration of the likelihood of achievement of these corporate goals with the effectiveness of such goals in incentivizing our NEOs’ performance. The relative weightings of the 2023 corporate goals are based upon our assessment of the importance of each goal in creating long-term value for the Company and our stockholders.
In early 2024, our Compensation Committee reviewed our 2023 performance and approved the extent to which we achieved each of our corporate goals based on our achievements, as described in the table above, which resulted in an overall 2023 corporate goal achievement of 106.8%, which was the sum of the weight of each corporate goal, multiplied by the performance achievement assigned to such goal by the Compensation Committee based on the actual results during 2023. The Compensation Committee decided to exercise negative discretion to reduce the corporate goal achievement by 10%, representing the achievement of our services goals described above, all of which related to our Fintech Platform business that we have now substantially exited. As a result, the Compensation Committee determined that the portion of the bonus each NEO was eligible to earn that related to corporate goal achievement was 96.8%.
Individual Performance
In determining NEO bonus amounts (other than Mr. Foley), the Compensation Committee may also take into account the individual performance of the NEO in contributing to the achievement of our Corporate Goals. Individual performance, in both results achieved and targeted behavioral competencies (values), are assessed and measured by the CEO and recommended to the Compensation Committee. Revance’s four-point performance rating scale is used along with a corresponding individual performance percentage ranging from 0% for not meeting expectations to 125% for superior performance. As a result, a NEO’s actual performance bonus may range from 0% to up to 125% of the bonus to which the NEO would otherwise be entitled based solely on relative achievement of the corporate performance goals discussed above. The Compensation Committee awarded Mr. Moxie and Mr. Sjuts a 100% individual performance percentage for their performance in 2023. The Compensation Committee awarded Mr. Schilke a 102.1% individual modifier as a result of his performance and with respect to the additional scope of responsibilities that he undertook during 2023. In 2023, in addition to responsibility for the Finance and IT departments, Mr. Schilke took on responsibility for the Supply Chain, Facilities and Manufacturing departments.
Amounts Earned
In January 2024, the Compensation Committee awarded each of our NEOs the performance bonuses in the amounts reflected in the table below. As a result of the Compensation Committee awarding a 102.1% individual performance percentage for Mr. Schilke and a 100% individual performance percentage for Messrs. Sjuts and Moxie, Mr. Schilke’s bonus reflected the achievement of 98.8% of his target bonus amount and each other NEO’s bonus reflected the achievement of 96.8% of their respective target bonus amounts.
| NEO | Annual Target Bonus | Actual Bonus | ||||||||||||||||||
| Mark J. Foley | $ | 540,000 | $ | 522,720 | ||||||||||||||||
| Tobin C. Schilke | $ | 240,325 | $ | 237,440 | ||||||||||||||||
| Dustin Sjuts | $ | 347,750 | $ | 336,622 | ||||||||||||||||
| Dwight Moxie | $ | 236,648 | $ | 229,075 | ||||||||||||||||
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Equity-Based Incentive Awards
2023 Annual Grants
We have historically granted equity compensation to our executive officers primarily in the form of stock options and restricted stock or units that vest over time and/or subject to performance goals. Accordingly, our NEOs received annual 2022 and 2023 equity grants consisting of a mix of stock options and PSUs.
The Compensation Committee decided to incorporate and emphasize PSUs to strengthen its pay for performance philosophy and in light of stockholder and institutional investor feedback. Because PSUs only vest upon achievement of key performance goals that drive our business and our stockholder value, the Compensation Committee believes that these awards increase the alignment between the interests of our executive officers and stockholders. Stock options that vest over a multi-year period also remain an important part of our executive compensation program. The Compensation Committee views stock options as inherently performance-based compensation that automatically links executive pay to stockholder return, as the value realized, if any, by the executive from an award of stock options, is dependent upon, and directly proportionate to, appreciation in stock price. Regardless of the reported value in the “Summary Compensation Table”, executives will only receive value from the stock option awards if the price of the stock increases above the price of the stock at time of grant (the exercise price), and remains above such exercise price as the stock options continue to vest and are exercised. Stock options also do not have downside protection, and the awards will not provide value to the holder when the stock price is below the exercise price.
The Compensation Committee chose an award mix for the annual 2023 equity grants (based on target grant date values) consisting of approximately 100% PSUs for Mr. Foley, 75% PSUs and 25% options for Mr. Sjuts and 67% PSUs and 33% options for each of the other NEOs. Compared to our 2022 annual equity grants, the 2023 annual equity grant mix remained the same for NEOs other than Mr. Foley. The Compensation Committee increased the portion of Mr. Foley’s annual equity award from 80% PSUs in 2022 to 100% PSUs in 2023 to further increase the focus on performance-vesting equity.
The annual 2023 equity grants the Compensation Committee approved for each NEO in January 2023 is reflected in the table below.
| NEO | Stock Option Grant (# of shares) | PSUs (# of shares) | ||||||||||||
| Mark J. Foley | — | 254,058 | ||||||||||||
| Tobin C. Schilke | 50,435 | 62,650 | ||||||||||||
| Dustin Sjuts | 43,255 | 79,394 | ||||||||||||
| Dwight Moxie | 43,774 | 54,376 | ||||||||||||
The Compensation Committee chose each NEO’s grant level based on the amount which they felt, in their judgment, was appropriate to retain and incentivize the NEOs, while remaining reasonable within market standards and considering potential dilution of our share reserves and the factors listed above in “─Factors Used in Determining Executive Compensation.” In making these determinations, the Compensation Committee considered each of the NEO’s current equity holdings, including vested and unvested holdings and the extent to which such holdings were “in-the-money,” the extent to which such holdings remained unvested and therefore continued to serve as a retention tool, the market data provided by FW Cook reflecting equity value based on approximated grant date fair value, internal equity amongst the team, individual performance and length of service.
The number of shares underlying each 2023 equity grant was determined by, in the case of PSUs, dividing the target grant date value by the thirty-day trailing average closing stock price of our common stock as of the date of grant and, in the case of options, by applying a Black-Scholes option pricing model using the same average closing price. The Compensation Committee used an average closing market price to determine the number of shares subject to each equity award, rather than a single day stock price on the date of grant, in order to limit the effect of daily share price volatility and provide a more stabilized stock value less susceptible to possible swings in the market. The Compensation Committee understands that using a historical average stock price can result in the ultimate grant date value of an award as required to be reported in the Summary Compensation Table and the Grants of Plan-Based Awards table under ASC 718 being higher or lower than the target grant value, but has considered, in consultation with FW Cook and determined that the process described above is the most appropriate for us at this time.
The stock options granted in 2023 vest over a four-year period, subject to the executive officer’s continued service with us. The PSUs vest based on certain Product Revenue goals for the three-year performance period (January 1, 2023 – December 31, 2025). The Product Revenue goals were designed to require substantial effort, taking into account the planned investments in scaling the commercial production of DAXXIFY through ABPS and initiating the Company’s therapeutics commercial launch and the Company’s operational goals. The Compensation Committee set a cumulative
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Product Revenue goal for the three-year performance period and an annual Product Revenue goal for each of the three calendar years during the three-year performance period and established a threshold, target and stretch achievement level for each such goal. Up to one-third of the target PSUs are eligible to vest at the end of each of the three calendar years during the performance period, based on the extent to which the annual Product Revenue goal for such year is achieved, and an additional amount of the PSUs is eligible to vest at the end of the three-year performance period, provided that in no event will more than 200% of the target PSUs be eligible to vest.
The PSUs are subject to vesting in the event of a Change in Control, based on target performance or, if such Change in Control occurs following the applicable performance period to which the goal relates, actual performance. All PSU vesting is generally subject to the executive officer’s continuous services provided that in the event of Mr. Foley’s retirement, he will remain eligible for vesting (in certain cases, on a pro-rated basis) based on the extent to which the performance goals are ultimately achieved.
The Compensation Committee chose the PSU performance structure described above to incentivize performance over a meaningful period of time that would result in growth for the Company and stockholder value. The Compensation Committee selected Product Revenue as a performance measure for the 2023 PSUs to focus our NEOs on delivering topline growth and driving our commercial success over the three year performance period. The Compensation Committee determined Product Revenue was an appropriate measure to use in both our annual and long-term incentive programs in order to emphasize the importance of growth by linking a significant portion of our NEOs’ compensation to revenue performance over different time periods. We believe that revenue is the most important driver for sustainable and profitable growth, and in turn, increased stockholder value. The Compensation Committee considered alternative structures for the PSUs and determined that a structure that provided for limited annual vesting opportunity with the potential to earn above-target vesting after the three-year performance period based on cumulative Product Revenue achievement, was the most appropriate structure to provide both retention and incentive for the NEOs to deliver results. We are not disclosing the Product Revenue goals because we believe that doing so would provide competitors with insights into our strategy and business operations that would be harmful to us.
In setting the target Product Revenue goals in January 2023, the Compensation Committee considered various factors, including our historical performance and our then-current forecasts, as well as analyst consensus, to establish levels they felt would be achievable, with substantial effort, if we successfully executed on our operating plan, absent unusual or unexpected factors that impact our business. The level of vesting that would be achieved upon threshold, target and stretch performance after the end of each applicable calendar year and the full three-year performance period is reflected in the chart below.
Performance Vesting Grid
| Actual Product Revenue for Performance Period (as a % of Target Revenue Goal) | Resulting Number of Eligible RSUs (as a % of Applicable RSUs) | |||||||
| < 75% | —% | |||||||
75% (“Threshold”) | 25% | |||||||
100% (“Target”) | 100% | |||||||
125% (“Stretch”) | 100%, except that for the cumulative 3-year performance period only: 200%, with such resulting RSUs reduced by any previously earned RSUs | |||||||
In early 2024, the Compensation Committee assessed performance against our annual Product Revenue goal for 2023 and determined that we had achieved approximately 94.5% of our target, resulting in each of our NEOs vesting in approximately 83.54% of the shares underlying their target PSUs for the first annual measurement period in March 2024. The table below sets forth the number of PSUs that vested in March 2024.
| NEO | PSUs (# of shares) | |||||||
| Mark J. Foley | 70,750 | |||||||
| Tobin C. Schilke | 17,447 | |||||||
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| Dustin Sjuts | 22,110 | |||||||
| Dwight Moxie | 15,143 | |||||||
2022 PSU Vesting
In 2022, we granted our NEOs PSUs that vested based on the achievement of (1) approval by the FDA of the Company’s BLA for DAXXIFY for the treatment of glabellar lines (“DAXXIFY GL Approval”), and (2) the achievement of a $30 per share stock price during any 90 consecutive trading-day period on a volume weighted basis. We obtained DAXXIFY GL Approval in September 2022; as a result, in March 2023, the NEOs vested in 50% of each of their 2022 PSUs. We achieved the $30 stock price goal for the remaining 50% of the 2022 PSUs on April 28, 2023, and the NEOs vested in the remaining portion of the 2022 PSUs in May 2023. The table below sets forth the aggregate number of PSUs that vested in March and May 2023.
| NEO | PSUs (# of shares) | |||||||
| Mark J. Foley | 351,298 | |||||||
| Tobin C. Schilke | 84,698 | |||||||
| Dustin Sjuts | 104,791 | |||||||
| Dwight Moxie | 84,698 | |||||||
2021 PSA Vesting
In 2021, we granted our NEOs performance share awards (“PSAs”) that only vest upon achievement of $300 in cumulative revenue, calculated in accordance with GAAP, adjusted to exclude revenue recognized from collaboration agreements and classified as collaboration revenue (the "Revenue Target"), measured beginning on January 1, 2021, provided the Revenue Target occurs no later than the three-year anniversary of the date of DAXXIFY GL Approval (the “Performance Deadline”). The Revenue Target was met in June 2023, and accordingly, the NEOs subsequently vested in 100% of their 2021 PSAs in August 2023. The table below sets forth the number of PSAs that vested in August 2023.
| NEO | PSAs (# of shares) | |||||||
| Mark J. Foley | 122,143 | |||||||
| Tobin C. Schilke | 22,620 | |||||||
| Dustin Sjuts | 22,620 | |||||||
| Dwight Moxie | 19,346 | |||||||
Preview of 2024 Annual Grants
For 2024, our Compensation Committee continued to structure Mr. Foley’s annual equity award to consist entirely of PSUs. For our other NEOs except Mr. Sjuts (who did not receive an award due to his separation effective on March 31, 2024), the Compensation Committee granted an equal combination of PSUs and RSUs. The grant date value of the 2024 annual equity awards for each of our NEOs was lower than those awarded in 2023. The 2024 PSUs vest based upon our total stockholder return during a four-year performance period.
Other Features of our Executive Compensation Program
Agreements with our NEOs
Employment Agreements
We have entered into employment agreements with each of our NEOs that provide for the basic terms of their employment, including base salary, performance bonus opportunity and equity grants, as well as certain severance and change in control benefits. Each of our NEOs is employed at will and may be terminated at any time for any reason.
Severance and Change in Control Benefits
Regardless of the manner in which a NEO’s service terminates, the NEO is entitled to receive amounts earned during his or her term of service, including salary and any unused vacation accrual. Under our employment agreements, each of our NEOs is eligible to receive severance benefits pursuant to the terms of our Executive Severance Benefit Plan (the “Severance Benefit Plan”). We do not provide any tax gross ups in connection with severance or change in control
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transactions, nor are any of our NEOs entitled to “single trigger” cash payments upon a change in control without a termination event. The Severance Benefit Plan provides for “double trigger” vesting, such that 100% of the shares subject to outstanding stock awards vest upon a termination without Cause (as defined in the Severance Benefit Plan) or a resignation for Good Reason (as defined in the Severance Benefit Plan) within twelve months following a Change in Control. Our time-vesting equity award agreements provide for acceleration of vesting in the event of a Change in Control, but only to the extent that the acquiring company refuses to continue, assume or substitute such awards. Our Compensation Committee periodically reviews the severance and change in control benefits that we provide, including by reference to market data, to ensure that the benefits remain appropriately structured and at reasonable levels.
The Compensation Committee believes that the severance protection benefits we offer are necessary to provide stability among our executive officers, serve to focus our executive officers on our business operations and avoid distractions in connection with a potential change in control transaction or period of uncertainty. Please see “─Potential Payments upon Termination or Change in Control” for a more detailed description of the Severance Benefit Plan and each of our NEO benefit levels.
In addition, each of our NEOs holds equity awards under our equity incentive plans that were granted subject to our form of award agreements. Certain performance-vesting awards held by our NEOs (including the PSUs granted to all NEOs in 2023) provide for vesting acceleration upon a Change in Control and, with respect to performance awards that vest based on stock price performance goals, only if we achieve those stock price goals as a result of the change in control.
Separation and Consulting Agreement with Mr. Sjuts
In connection with Mr. Sjuts’ separation from the Company as a result of the elimination of his role, we entered into a separation and consulting agreement with Mr. Sjuts, effective March 31, 2024 (the “Sjuts Separation Agreement”). Pursuant to the Sjuts Separation Agreement, Mr. Sjuts will receive severance in the form of monthly cash payments of continued base salary for eighteen months and continued COBRA premium payments for up to eighteen months. These severance benefits are contingent upon Mr. Sjuts executing an effective release and waiver of claims against us as well as continuing to comply with certain other post-termination obligations to us. In addition, pursuant to the terms of the Sjuts Separation Agreement, effective beginning April 1, 2024, Mr. Sjuts began providing consulting services to the Company which are expected to continue until March 31, 2025, unless terminated earlier (the “Sjuts Consulting Period”). During the Sjuts Consulting Period, Mr. Sjuts is eligible to receive monthly consulting fees, and Mr. Sjuts’ outstanding equity awards will continue to be eligible to vest during the Sjuts Consulting Period, subject to earlier expiration in accordance with the terms of such awards and potential acceleration upon certain change in control events. Mr. Sjuts’ separation from the Company was a result of the reorganization and efficiency efforts undertaken by the Company.
Employee Benefit Plans
We sponsor a 401(k) retirement plan in which our NEOs participate on the same basis as our other U.S. employees. In 2023, we provided matching contributions equal to (i) 100% of employee contributions for the first 3% of an employee’s earnings and (ii) 50% of employee contributions for the next 2% of an employee’s earnings. All matching effective during 2023 is immediately fully vested.
Pension Benefits
We do not maintain a defined benefit pension plan for any of our employees.
Nonqualified Deferred Compensation
We do not maintain a plan providing non-qualified deferred compensation for any of our employees.
Other Benefits
We generally do not offer perquisites or personal benefits to our NEOs, although we may from time to time provide reasonable relocation, signing bonuses, retention bonuses, or other benefits to our NEOs as our Compensation Committee determines appropriate.
In 2023, we paid Mr. Sjuts a grossed-up monthly car allowance pursuant to the terms of his employment agreement, as reported in the “Summary Compensation Table.” We provided a car allowance for Mr. Sjuts because of the travel required for his position.
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Stock Ownership Guidelines
We maintain Stock Ownership Guidelines to align the interests of our executive officers and directors with the interests of the Company's stockholders and to further promote the Company's commitment to sound corporate governance. The guidelines call for the achievement and maintenance of equity ownership with the following total values: 3X base salary for the CEO; 1X base salary for all other executive officers and 3X annual cash retainers for independent directors (excluding cash retainers for Board committee service). Each executive officer and director are required to meet the minimum stock ownership guidelines within five years of becoming subject to the guidelines. As of December 31, 2023, all participants are still within the five-year timeframe for compliance; however, all of our NEOs and directors met the stock ownership guidelines, with the exception of Dr. Vlad Coric who joined the Company in 2023.
Clawback Policy
We maintain a Clawback Policy, adopted in December 2020, pursuant to which the Company may recoup certain compensation from the Company’s executive officers in the event of fraud or willful misconduct. The Clawback Policy provides that the Company can recoup from executive officers any cash or equity-based incentive compensation that an executive officer was granted, earned, paid or that became vested during the prior 12 months in the event that there is a material restatement of financial results due to fraud or willful misconduct of the executive officer from whom recoupment is sought. The Board or an appropriate committee thereof has discretion to determine whether and to what extent to seek recoupment based on specific facts and circumstances.
In November 2023, in order to comply with SEC rules promulgated under Section 10D-1 of the Exchange Act and Nasdaq listing standards, the Compensation Committee adopted the Company’s Incentive Compensation Recoupment Policy. This policy is separate from and in addition to the Clawback Policy adopted in December 2020. Under the Incentive Compensation Recoupment Policy, in the event of an accounting restatement, the Compensation Committee, as the committee of the Board responsible for administering the policy, is authorized to recover certain incentive-based compensation paid to an executive officer of the Company on or after October 2, 2023 to the extent such incentive-based compensation was erroneously paid on the basis of financial results in respect of any of our three most recently completed fiscal years preceding the restatement.
Additionally, as a public company, if we are required to restate our financial results due to our material noncompliance with any financial reporting requirements under the federal securities laws as a result of misconduct, the CEO and CFO may be legally required to reimburse our Company for any bonus or other incentive-based or equity-based compensation they receive in accordance with the provisions of section 304 of the Sarbanes-Oxley Act of 2002.
Accounting and Tax Considerations
We account and recognize share-based compensation expense in accordance with ASC 718, Compensation - Stock Compensation. We measure our stock-based awards using the estimated grant-date fair values. For stock options issued and for shares purchased under the 2014 Employee Stock Purchase Plan (the “2014 ESPP”), fair values are determined using the Black-Scholes option pricing model. For PSUs subject to performance-based vesting conditions, the grant-date fair values are determined using the closing price of our common stock on the grant date. For PSUs subject to market-based vesting conditions, fair values are determined using the Monte-Carlo simulation model.
The fair value of stock-based awards is recognized as compensation expense over the requisite service period (generally the vesting period). For PSUs not subject to market-based vesting conditions, the value of the stock-based awards is recognized as compensation expense when the performance condition is probable of achievement. Forfeitures are recognized when they occur. The accounting impact of our compensation programs are one of many factors that the Compensation Committee considers in determining the structure and size of our executive compensation programs.
Under Section 162(m) of the Internal Revenue Code (“Section 162(m)”), compensation paid to each of our “covered employees” that exceeds $1 million per taxable year is generally non-deductible unless the compensation qualifies for (i) certain grandfathered exceptions (including the “performance-based compensation” exception) for certain compensation paid pursuant to a written binding contract in effect on November 2, 2017 and not materially modified on or after such date or (ii) the reliance period exception for certain compensation paid by corporations that became publicly held on or before December 20, 2019.
Although the Compensation Committee considers tax implications as one factor in determining executive compensation, the Compensation Committee also looks at other factors in making its decisions and retains the flexibility to provide compensation for the NEOs in a manner consistent with the goals of our executive compensation program and the best interests of our Company and our stockholders, which may include providing for compensation that is not deductible by us due to the deduction limit under Section 162(m). The Compensation Committee also retains the flexibility to modify compensation that was initially intended to be exempt from the deduction limit under Section 162(m) if it determines that such modifications are consistent with our business needs.
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Risk Assessment Concerning Compensation Practices and Policies
With the assistance of the Compensation Committee’s compensation consultant and the Company’s outside counsel, the Compensation Committee reviews the Company’s compensation policies and practices to assess whether they encourage employees to take inappropriate risks. After reviewing and assessing the Company’s compensation philosophy, terms and practices, including the mix of fixed and variable, short and long-term incentives and overall pay, incentive plan structures, and the checks and balances built into, and oversight of, each plan and practice, the Compensation Committee determined that any risks arising from our compensation policies and practices for our employees are not reasonably likely to have a material adverse effect on our Company as a whole. The Compensation Committee believes that the mix and design of the elements of executive compensation do not encourage management to assume excessive risks; the mix of short-term compensation (in the form of salary and annual bonus, if any, which is based on a variety of performance factors) and long-term compensation (in the form of stock options and PSUs) prevents undue focus on short-term results and helps align the interests of the Company’s executive officers with the interests of our stockholders. In addition, the Insider Trading Policy and prohibition against hedging and pledging in Company stock protects against short-term decision making. Please see “Corporate Governance — Insider Trading and Hedging Policy.”
Conclusion
It is the opinion of the Compensation Committee that the compensation policies and elements described above provide the necessary incentives to properly align our executive officers’ performance with the interests of our stockholders while maintaining equitable and competitive executive compensation practices that enable us to attract and retain the highest caliber of executive officers.
Compensation Committee Report
The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis (“CD&A”) contained in this Proxy Statement. Based on this review and discussion, the Compensation Committee has recommended to the Board that the CD&A be included in this Proxy Statement and incorporated into our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
Ms. Jill Beraud
Dr. Vlad Coric
Mr. Angus C. Russell
The material in this report is not “soliciting material,” is furnished to, but not deemed “filed” with, the SEC and is not deemed to be incorporated by reference in any filing of the Company under the Securities Act or the Exchange Act, other than the Company’s Annual Report on Form 10‑K, where it shall be deemed to be “furnished,” whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
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EXECUTIVE COMPENSATION TABLES
SUMMARY COMPENSATION TABLE FOR FISCAL YEARS 2023, 2022 AND 2021
The following table sets forth all of the compensation awarded to, earned by, or paid to each of the NEOs for their services rendered for the years ended December 31, 2020, 2019,2023, 2022 and 2018.2021.
| Name and Principal Position(s) | Fiscal Year | Salary | Bonus | Stock Awards (1) | Option Awards (2) | Non-Equity Incentive Plan Compensation (3) | All Other Compensation (4) | Total | ||||||||||||||||||||||||||||||||||||||||||
| Mark J. Foley | 2020 | $ | 650,000 | $ | — | $ | 7,794,350 | $ | — | $ | 328,331 | $ | 8,255 | $ | 8,780,936 | |||||||||||||||||||||||||||||||||||
| President and CEO | 2019 | $ | 189,764 | $ | 150,000 | $ | 11,728,370 | $ | 5,112,573 | $ | — | $ | 9,723 | $ | 17,190,430 | |||||||||||||||||||||||||||||||||||
| Tobin C. Schilke | 2020 | $ | 421,375 | $ | — | $ | 1,131,345 | $ | 1,273,662 | $ | 143,186 | $ | 11,531 | $ | 2,981,099 | |||||||||||||||||||||||||||||||||||
| Chief Financial Officer | 2019 | $ | 407,126 | $ | 25,000 | $ | 86,150 | $ | 299,781 | $ | 178,123 | $ | 11,078 | $ | 1,007,258 | |||||||||||||||||||||||||||||||||||
| 2018 | $ | 64,644 | $ | 25,000 | $ | 449,280 | $ | 1,434,350 | $ | — | $ | 233 | $ | 1,973,507 | ||||||||||||||||||||||||||||||||||||
| Abhay Joshi, Ph.D. | 2020 | $ | 514,608 | $ | — | $ | 1,405,850 | $ | 1,913,759 | $ | 213,726 | $ | 11,731 | $ | 4,059,674 | |||||||||||||||||||||||||||||||||||
| Chief Operating Officer | 2019 | $ | 485,479 | $ | — | $ | 271,373 | $ | 939,314 | $ | 204,211 | $ | 9,520 | $ | 1,909,897 | |||||||||||||||||||||||||||||||||||
| 2018 | $ | 469,062 | $ | — | $ | 342,513 | $ | 1,192,465 | $ | 232,186 | $ | 9,210 | $ | 2,245,436 | ||||||||||||||||||||||||||||||||||||
| Dustin Sjuts | 2020 | $ | 415,000 | $ | — | $ | 1,294,250 | $ | 1,306,320 | $ | 141,020 | $ | 66,242 | $ | 3,222,832 | |||||||||||||||||||||||||||||||||||
| Chief Commercial Officer | 2019 | $ | 378,333 | $ | 50,000 | $ | 43,075 | $ | 99,927 | $ | 183,902 | $ | 45,786 | $ | 801,023 | |||||||||||||||||||||||||||||||||||
| Dwight Moxie | 2020 | $ | 370,104 | (5) | $ | 125,000 | (6) | $ | 1,309,383 | $ | 2,579,240 | $ | 125,426 | $ | 10,356 | $ | 4,519,508 | |||||||||||||||||||||||||||||||||
| General Counsel and Corporate Secretary | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Name and Principal Position(s) | Year | Salary | Bonus | Stock Awards (1) | Option Awards (2) | Non-Equity Incentive Plan Compensation (3) | All Other Compensation (4) | Total | ||||||||||||||||||||||||||||||||||||||||||
| Mark J. Foley | 2023 | $ | 720,000 | $ | — | $ | 8,810,731 | $ | — | $ | 522,720 | $ | 15,464 | $ | 10,068,915 | |||||||||||||||||||||||||||||||||||
| CEO | 2022 | $ | 673,220 | $ | — | $ | 4,178,690 | $ | 1,099,525 | $ | 640,870 | $ | 14,631 | $ | 6,606,936 | |||||||||||||||||||||||||||||||||||
| 2021 | $ | 660,000 | $ | — | $ | 4,561,652 | $ | 1,141,226 | $ | 425,700 | $ | 317,338 | $ | 7,105,916 | ||||||||||||||||||||||||||||||||||||
| Tobin C. Schilke | 2023 | $ | 480,649 | $ | — | $ | 2,172,702 | $ | 1,069,863 | $ | 237,440 | $ | 13,491 | $ | 3,974,145 | |||||||||||||||||||||||||||||||||||
| CFO | 2022 | $ | 453,442 | $ | — | $ | 1,007,483 | $ | 518,664 | $ | 287,777 | $ | 12,465 | $ | 2,279,831 | |||||||||||||||||||||||||||||||||||
| 2021 | $ | 429,802 | $ | — | $ | 1,267,172 | $ | 634,014 | $ | 192,336 | $ | 11,470 | $ | 2,534,794 | ||||||||||||||||||||||||||||||||||||
Dustin Sjuts(5) | 2023 | $ | 535,000 | $ | — | $ | 2,753,384 | $ | 917,555 | $ | 336,622 | $ | 39,069 | $ | 4,581,630 | |||||||||||||||||||||||||||||||||||
| President | 2022 | $ | 500,000 | $ | — | $ | 1,246,490 | $ | 434,291 | $ | 380,790 | $ | 30,878 | $ | 2,592,449 | |||||||||||||||||||||||||||||||||||
| 2021 | $ | 434,805 | $ | — | $ | 1,767,178 | $ | 634,014 | $ | 200,908 | $ | 193,506 | $ | 3,230,411 | ||||||||||||||||||||||||||||||||||||
| Dwight Moxie | 2023 | $ | 473,295 | $ | — | $ | 1,885,760 | $ | 928,565 | $ | 229,075 | $ | 11,450 | $ | 3,528,145 | |||||||||||||||||||||||||||||||||||
| CLO | 2022 | $ | 446,505 | $ | — | $ | 1,007,483 | $ | 518,664 | $ | 283,374 | $ | 13,895 | $ | 2,269,921 | |||||||||||||||||||||||||||||||||||
| 2021 | $ | 433,500 | $ | — | $ | 1,083,763 | $ | 542,254 | $ | 174,593 | $ | 10,504 | $ | 2,244,615 | ||||||||||||||||||||||||||||||||||||
(1)The dollar amounts in this column represent the aggregated grant date fair value of all RSAstime-vesting and PSAsperformance-vesting unit or stock awards granted during the indicated year. These amounts have been calculated in accordance with ASC 718. For a discussion of valuation assumptions, see Note 1311 to our consolidated financial statements included in our Annual Report on FormFY2023 10-K for the year ended December 31, 2020, filed on February 25, 2021.. With respect to the PSAsperformance-vesting equity awards granted during 2020,2023, 2022 and 2021, the aggregate grant date fair value is based on the then-probable outcome of the applicable performance conditions. The grant date fair value of the PSAsperformance-vesting units (PSUs) granted in 2020,2023, assuming achievement of the maximum level of performance under the applicable performance conditions (and excluding the PSA Incremental Fair Value (as defined below)) would have been as follows:
| Name | Grant Date Fair Value Assuming Maximum Performance | |||||||||||
| Mark J. Foley | $ | |||||||||||
| Tobin C. Schilke | $ | |||||||||||
| $ | ||||||||||||
| Dwight Moxie | $ | |||||||||||
(2)The dollar amounts in this column represent the aggregate grant date fair value of all option awards granted during the indicated year. These amounts have been calculated in accordance with ASC 718, using the Black-Scholes option-pricing model. For a discussion of valuation assumptions, see Note 1311 to our consolidated financial statements included in our Annual Report on FormFY2023 10-K for the year ended December 31, 2020, filed on February 25, 2021.. These amounts do not necessarily correspond to the actual value that may be recognized from the stock options by the NEOs.
(3)Amounts shown in this column represent cash bonus awards earned by our NEOs under our 20202023 Management Bonus Plan. Such bonuses are tied to achievement against clinical,financial, commercial, regulatory, commercialmanufacturing and financialclinical goals, with payouts determined after the close of the year and primarily based on our level of achievement against those goals. Payouts occur in the first quarter following the end of the applicable year. For more information regarding our 2023 Management Bonus Plan see “Executive Compensation─Compensation Discussion & Analysis ─ Annual Performance-Based Bonuses.”
(4)The table below shows the components of “All Other Compensation” for each of our NEOs.
Fiscal Year 20202023 All Other Compensation Table
| Name | Name | Retirement Plan Contributions (A) | Insurance Premiums (B) | Other | Total | Name | Retirement Plan Contributions (A) | Insurance Premiums (B) | Other | Total | ||||||||||||||||||||||||||||||||||||||||||||||||
| Mark J. Foley | Mark J. Foley | $ | 5,417 | $ | 2,838 | $ | — | $ | 8,255 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Tobin C. Schilke | Tobin C. Schilke | $ | 10,181 | $ | 1,350 | $ | — | $ | 11,531 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Abhay Joshi, Ph.D. | $ | 8,893 | $ | 2,838 | $ | — | $ | 11,731 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Dustin Sjuts | Dustin Sjuts | $ | 7,356 | $ | 660 | $ | 58,226 | (C) | $ | 66,242 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Dwight Moxie | Dwight Moxie | $ | 9,490 | $ | 866 | $ | — | $ | 10,356 | |||||||||||||||||||||||||||||||||||||||||||||||||
(A)Represents Company matching contributions to the accounts of our NEOs in the Company’s 401(k) plan.
(B)Represents life insurance policy premiums paid by the Company on behalf of our NEOs.
(C)Represents relocation costs of $31,354.80,a car allowance costs of $15,000 and gross-up reimbursement of $11,871.$7,458.
(5) Mr. Moxie commenced employment with us on February 18, 2020.Sjuts will cease serving as our President effective March 31, 2024. Beginning April 1, 2024, Mr. Moxie's annual base salary was $425,000. The amount includedSjuts is expected to continue to provide consulting services to the Company in the table represents the amount of base salary Mr. Moxie received as pro-rated for the period of time he was employed with us in 2020.
a non-executive officer capacity through March 2025.
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GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2023
The following table presents, for each of the NEOs, certain information regarding grants of plan-based awards made for the year ended December 31, 2020.2023.
| Estimated Future Payouts Under Non-Equity Incentive Plan Awards | Estimated Future Payouts Under Equity Incentive Plan Awards | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Name | Award Type | Grant Date or Modification Date | Target(1) | Maximum | Target(2) | All Other Stock Awards: Number of Shares of Stock or Units | All Other Option Awards: Number of Securities Underlying Options | Exercise or Base Price Per Share of Option Awards | Total Grant Date Fair Value of Stock and Option Awards(3) | |||||||||||||||||||||||||||||||||||||||||||||||
| Mark J. Foley | RSA | 1/23/2020 | — | — | — | 200,000 | (4) | — | — | $ | 4,464,000 | |||||||||||||||||||||||||||||||||||||||||||||
| President and CEO | Cash Bonus | — | $ | 487,500 | $ | 585,000 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
Modified PSA (5) | 12/23/2020 | — | — | 215,000 | — | — | — | $ | 3,330,350 | |||||||||||||||||||||||||||||||||||||||||||||||
| Tobin C. Schilke | PSA | 1/23/2020 | — | — | 45,000 | — | — | — | $ | 702,878 | ||||||||||||||||||||||||||||||||||||||||||||||
| Chief Financial Officer | RSA | 1/23/2020 | — | — | — | 16,500 | (4) | — | — | $ | 368,280 | |||||||||||||||||||||||||||||||||||||||||||||
| Option Grant | 1/23/2020 | — | — | — | — | 97,500 | (6) | $ | 22.32 | $ | 1,273,662 | |||||||||||||||||||||||||||||||||||||||||||||
| Cash Bonus | — | $ | 189,619 | $ | 227,543 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
Modified PSA (5) | 12/23/2020 | — | — | 11,250 | — | — | — | $ | 60,188 | |||||||||||||||||||||||||||||||||||||||||||||||
| Abhay Joshi, Ph.D. | PSA | 1/23/2020 | — | — | 50,000 | — | — | — | $ | 780,975 | ||||||||||||||||||||||||||||||||||||||||||||||
| Chief Operating Officer | RSA | 1/23/2020 | — | — | — | 25,000 | (4) | — | — | $ | 558,000 | |||||||||||||||||||||||||||||||||||||||||||||
| Option Grant | 1/23/2020 | — | — | — | — | 146,500 | (6) | $ | 22.32 | $ | 1,913,759 | |||||||||||||||||||||||||||||||||||||||||||||
| Cash Bonus | — | $ | 283,034 | $ | 339,641 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
Modified PSA (5) | 12/23/2020 | — | — | 12,500 | — | — | — | $ | 66,875 | |||||||||||||||||||||||||||||||||||||||||||||||
| Dustin Sjuts | PSA | 1/23/2020 | — | — | 50,000 | — | — | — | $ | 780,975 | ||||||||||||||||||||||||||||||||||||||||||||||
| Chief Commercial Officer | RSA | 1/23/2020 | — | — | — | 20,000 | (4) | — | — | $ | 446,400 | |||||||||||||||||||||||||||||||||||||||||||||
| Option Grant | 1/23/2020 | — | — | — | 100,000 | (6) | $ | 22.32 | $ | 1,306,320 | ||||||||||||||||||||||||||||||||||||||||||||||
| Cash Bonus | — | $ | 186,750 | $ | 224,100 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
Modified PSA (5) | 12/23/2020 | — | — | 12,500 | — | — | — | $ | 66,875 | |||||||||||||||||||||||||||||||||||||||||||||||
| Dwight Moxie | PSA | 2/18/2020 | — | — | 35,000 | — | — | — | $ | 645,908 | ||||||||||||||||||||||||||||||||||||||||||||||
| General Counsel and Corporate Secretary | RSA | 2/18/2020 | — | — | — | 25,000 | (4) | — | — | $ | 648,250 | |||||||||||||||||||||||||||||||||||||||||||||
| Option Grant | 2/18/2020 | — | — | — | — | 170,000 | (7) | $ | 25.93 | $ | 2,579,240 | |||||||||||||||||||||||||||||||||||||||||||||
| Cash Bonus | — | $ | 165,603 | (8) | $ | 198,724 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
Modified PSA (5) | 12/23/2020 | — | — | 8,750 | — | — | — | $ | 15,225 | |||||||||||||||||||||||||||||||||||||||||||||||
| Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) | Estimated Future Payouts Under Equity Incentive Plan Awards | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Name and Principal Position(s) | Award Type | Grant Date | Target | Maximum | Threshold (2) | Target (2) | Maximum | All Other Option Awards: Number of Securities Underlying Options | Exercise or Base Price Per Share of Option Awards | Total Grant Date Fair Value of Stock and Option Awards (3) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Mark J. Foley | PSU | 1/31/2023 | — | — | 63,515 | 254,058 | 508,116 | — | — | $ | 8,810,731 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| CEO | Cash Bonus | — | $ | 540,000 | $ | 1,080,000 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Tobin C. Schilke | PSU | 1/31/2023 | — | — | 15,663 | 62,650 | 125,300 | — | — | $ | 2,172,702 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| CFO | Option Grant | 1/31/2023 | — | — | — | — | 50,435 | (4) | $ | 34.68 | $ | 1,069,863 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash Bonus | — | $ | 240,325 | $ | 480,650 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dustin Sjuts | PSU | 1/31/2023 | — | 19,849 | 79,394 | 158,788 | — | — | $ | 2,753,384 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| President | Option Grant | 1/31/2023 | — | — | 43,255 | (4) | $ | 34.68 | $ | 917,555 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash Bonus | — | $ | 347,750 | $ | 695,500 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dwight Moxie | PSU | 1/31/2023 | — | 13,594 | 54,376 | 108,752 | — | — | $ | 1,885,760 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| CLO | Option Grant | 1/31/2023 | — | — | 43,774 | (4) | $ | 34.68 | $ | 928,565 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash Bonus | — | $ | 236,648 | $ | 473,296 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
(1)This column setsThese columns set forth the target and maximum cash bonus amount for each NEO for the year ended December 31, 20202023 under the 20202023 Management Bonus Plan. There is no threshold bonus amountsamount for each individual NEO established under the 20202023 Management Bonus Plan. Target bonuses were set as a percentage of each NEO’s base salary earned for the year ended December 31, 2020.2023. The maximum total bonus available to be paid to each NEO underamounts were capped at 200% of the 2020 Management Bonus Plan, upon maximum performance achievement, was 120% of each NEO’s target bonus.bonus amount. The dollar value of the actual bonus award earned for the year ended December 31, 20202023 for each NEO is set forth in the “Summary“Summary Compensation Table.Table.” As such, the amounts set forth in this column do not represent either additional or actual compensation earned by the NEOs for the year ended December 31, 2020.2023.
(2)RepresentsThese columns represent the PSUs granted in 2023 under the Company’s 2014 Equity Incentive Plan (the “2014 Plan”) that are eligible to vest, in an amount ranging from 0% to 200% of the target award set forth above based on certain product revenue goals during a three-year performance. The PSUs are eligible to vest both at the end of each applicable calendar year and at the end of the three-year performance period, subject to continued service with the Company, based on either: (i)the extent to which the Company’s product revenue meets designated threshold, target and maximum numberperformance levels, as follows: if the Company achieves 75% of shares that may be earned pursuant to PSAs granted to certain of our NEOs in 2020. The PSAs will vest as follows, subject to the NEO providing continued service to us through each vesting date: (i)applicable product revenue goal than 25% of the PSAtarget PSUs will vest; if the Company achieves 100% of the applicable product revenue goal than 100% of the target PSUs will vest; if the Company achieves 125% of the applicable product revenue goal than 100% of the target PSUs will vest, uponexcept that for the earlierfull three-year performance period up to 200% (reduced by any previously earned PSUs) of the following, as confirmed bytarget PSUs may vest; or (ii) at the Board or Compensation Committee on or before June 30, 2022: (a) the FDA approves the Company’s BLA for DaxibotulinumtoxinA for Injection for the treatment of glabellar lines, subject to certain conditions; or (b)target level upon a changeChange in control (as defined inControl that occurs during the Equity Plan); (ii) 35%three-year performance period. To the extent product revenue is achieved between the threshold, target and maximum performance levels, the number of PSUs that will vest will be determined using linear interpolation. In March 2024, a portion of the PSA will vest upon the earlierPSUs vested as result of the following, as confirmed by the Board or Compensation Committee on or before October 13, 2029: (a) the date that the closing share price of our common stock is at least $25 per share and remains at or above $25 per share during any 90 consecutive trading-day period onCompany meeting a VWAP basis; or (b) upon a change in control (as defined in the Equity Plan) in which the purchase price of our common stock is at or above $25 per share; and (iii) 40%product revenue goal.The terms of the PSA will vest upon the earlier of the following, as confirmed by the Board or PSUs are further described in “Executive Compensation─Compensation Committee on or before October 13, 2029: (a) the date that the closing share price of our common stock is at least $40 per shareDiscussion and remains at or above $40 per share during any 90 consecutive trading-day period on a VWAP basis; or (b) upon a change in control (as defined in the Equity Plan) in which the purchase price of our common stock is at or above $40 per share.Analysis─Equity-Based Incentive Awards”.
(3)Amounts shown in this column do not reflect compensation actually received or amounts that may be realized in the future by the NEOs. The amounts shown in this column reflect the aggregate grant date fair value for the Stock Options RSAs and/or PSAsPSUs granted to our NEOs in 20202023 as computed in accordance with ASC 718, and for the PSAs modified in 2020, the PSA Incremental Fair Value as described in Summary Compensation Table – footnote (1) above.718. For a discussion of valuation assumptions, see Note 1311 to our consolidated financial statements included in our Annual Report on Form
55
FY2023 10-K. Please see “Summary Compensation Table – footnote (1)” above for the year ended December 31, 2020, filed on February 25, 2021. For additionalfurther detail on the grant date fair value of the PSAsPSUs granted in 2020,2023, assuming achievement of the maximum level of performance under the applicable performance conditions, see "Summary Compensation Table – footnote (1)" above.conditions.
(4)Mr. Foley's RSAs vest over a three-year period, with one-third of the shares vesting each year, beginning on October 13, 2020, subject to Mr. Foley providing continued service to us through each vesting date. Mr. Schilke's, Mr. Sjuts' and Dr. Joshi's RSAs vest over a three-year period, with one-third of the shares vesting each year, beginning on February 15, 2021, subject to the NEO providing continued service to us through each vesting date. Mr. Moxie's RSAs vest over a three-year period, with one-third of the shares vesting each year, beginning on March 15, 2021, subject to Mr. Moxie providing continued service to us through each vesting date.
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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023
The following table provides information regarding outstanding equity awards held by each of our NEOs as of December 31, 2020.2023.
| Option Awards | Stock Awards | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Grant Date | Number of Shares of Common Stock Underlying Unexercised Stock Options Exercisable Shares (#) | Number of Shares of Common Stock Underlying Unexercised Stock Options Unexercisable Shares (#) | Option Exercise Price per Share | Option Expiration Date | Number of Shares That Have Not Vested (#) | Market Value of Shares That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Unearned Shares That Have Not Vested ($) | |||||||||||||||||||||||||||||||||||||||||||||
| Mark J. Foley | 9/5/2017 | 12,000 | — | $ | 24.55 | 9/4/2027 | — | — | — | $ | — | ||||||||||||||||||||||||||||||||||||||||||
| President and CEO | 5/10/2018 | 6,000 | — | $ | 29.15 | 5/9/2028 | — | — | — | $ | — | ||||||||||||||||||||||||||||||||||||||||||
| 5/9/2019 | 9,000 | — | $ | 12.82 | 5/8/2029 | — | — | — | $ | — | |||||||||||||||||||||||||||||||||||||||||||
| 10/13/2019 | (1) | 215,833 | 524,167 | $ | 12.18 | 10/12/2029 | — | — | — | $ | — | ||||||||||||||||||||||||||||||||||||||||||
| 10/13/2019 | (2) | — | — | $ | — | — | — | — | 559,000 | $ | 15,842,060 | ||||||||||||||||||||||||||||||||||||||||||
| 10/13/2019 | (3) | — | — | $ | — | — | 133,334 | $ | 3,778,686 | — | $ | — | |||||||||||||||||||||||||||||||||||||||||
| 1/23/2020 | (3) | — | — | $ | — | — | 133,334 | $ | 3,778,686 | — | $ | — | |||||||||||||||||||||||||||||||||||||||||
| Tobin C. Schilke | 11/5/2018 | (1) | 52,083 | 47,917 | $ | 24.96 | 11/4/2028 | — | — | — | $ | — | |||||||||||||||||||||||||||||||||||||||||
| Chief Financial Officer | 1/24/2019 | (4) | 14,375 | 15,625 | $ | 17.23 | 1/23/2029 | — | — | — | $ | — | |||||||||||||||||||||||||||||||||||||||||
| 1/23/2020 | (4) | 22,343 | 75,157 | $ | 22.32 | 1/22/2030 | — | — | — | $ | — | ||||||||||||||||||||||||||||||||||||||||||
| 1/23/2020 | (2) | — | — | $ | — | — | — | — | 29,250 | $ | 828,945 | ||||||||||||||||||||||||||||||||||||||||||
| 11/5/2018 | (5) | — | — | $ | — | — | 9,000 | $ | 255,060 | — | $ | — | |||||||||||||||||||||||||||||||||||||||||
| 1/24/2019 | (3) | — | — | $ | — | — | 3,334 | $ | 94,486 | — | $ | — | |||||||||||||||||||||||||||||||||||||||||
| 1/23/2020 | (3) | — | — | $ | — | — | 16,500 | $ | 467,610 | — | $ | — | |||||||||||||||||||||||||||||||||||||||||
| Abhay Joshi, Ph.D. | 12/14/2015 | 206,250 | — | $ | 36.32 | 12/13/2025 | — | — | — | $ | — | ||||||||||||||||||||||||||||||||||||||||||
| Chief Operating Officer | 1/26/2017 | (4) | 77,354 | 1,646 | $ | 19.70 | 1/25/2027 | — | — | — | $ | — | |||||||||||||||||||||||||||||||||||||||||
| 2/8/2018 | (4) | 49,938 | 20,562 | $ | 29.15 | 2/7/2028 | — | — | — | $ | — | ||||||||||||||||||||||||||||||||||||||||||
| 1/24/2019 | (4) | 45,041 | 48,959 | $ | 17.23 | 1/23/2029 | — | — | — | $ | — | ||||||||||||||||||||||||||||||||||||||||||
| 1/23/2020 | (4) | 33,572 | 112,928 | $ | 22.32 | 1/22/2030 | — | — | — | $ | — | ||||||||||||||||||||||||||||||||||||||||||
| 1/23/2020 | (2) | — | — | $ | — | — | — | — | 32,500 | $ | 921,050 | ||||||||||||||||||||||||||||||||||||||||||
| 2/8/2018 | (3) | — | — | $ | — | — | 3,917 | $ | 111,008 | — | $ | — | |||||||||||||||||||||||||||||||||||||||||
| 1/24/2019 | (3) | — | — | $ | — | — | 10,500 | $ | 297,570 | — | $ | — | |||||||||||||||||||||||||||||||||||||||||
| Option Awards | Stock Awards | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Name and Title | Grant Date | Number of Shares of Common Stock Underlying Unexercised Stock Options Exercisable Shares (#) | Number of Shares of Common Stock Underlying Unexercised Stock Options Unexercisable Shares (#) | Option Exercise Price per Share | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(6) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Mark J. Foley | 9/5/2017 | 12,000 | — | $ | 24.55 | 9/4/2027 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| CEO | 5/10/2018 | 6,000 | — | $ | 29.15 | 5/9/2028 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| 5/9/2019 | 9,000 | — | $ | 12.82 | 5/8/2029 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 10/13/2019 | (1) | 740,000 | — | $ | 12.18 | 10/12/2029 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| 2/2/2021 | (2) | 52,179 | 21,486 | $ | 28.01 | 2/1/2031 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| 2/2/2022 | (2) | 65,730 | 77,624 | $ | 13.08 | 2/1/2032 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| 10/13/2019 | (3) | — | — | — | — | — | — | 344,000 | $ | 3,023,760 | |||||||||||||||||||||||||||||||||||||||||||||||||
| 2/2/2021 | (4) | — | — | — | — | 13,572 | $ | 119,298 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| 1/31/2023 | (5) | — | — | — | — | — | — | 254,058 | $ | 2,233,170 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Tobin C. Schilke | 11/5/2018 | (1) | 100,000 | — | $ | 24.96 | 11/4/2028 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| CFO | 1/24/2019 | (2) | 30,000 | — | $ | 17.23 | 1/23/2029 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| 1/23/2020 | (2) | 95,468 | 2,032 | $ | 22.32 | 1/22/2030 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| 2/2/2021 | (2) | 28,988 | 11,937 | $ | 28.01 | 2/1/2031 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| 2/2/2022 | (2) | 31,209 | 36,884 | $ | 13.08 | 2/1/2032 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| 1/31/2023 | (2) | 11,558 | 38,877 | $ | 34.68 | 1/30/2033 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| 1/23/2020 | (3) | — | — | — | — | — | — | 18,000 | $ | 158,220 | |||||||||||||||||||||||||||||||||||||||||||||||||
| 2/2/2021 | (4) | — | — | — | — | 7,540 | $ | 66,277 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| 1/31/2023 | (5) | — | — | — | — | — | — | 62,650 | $ | 550,694 | |||||||||||||||||||||||||||||||||||||||||||||||||
57
| 1/23/2020 | (3) | — | — | $ | — | — | 25,000 | $ | 708,500 | — | $ | — | |||||||||||||||||||||||||||||||||||||||||
| Dustin Sjuts | 3/1/2018 | (1) | 19,251 | 8,749 | $ | 29.85 | 2/28/2028 | — | — | — | $ | — | |||||||||||||||||||||||||||||||||||||||||
| Chief Commercial Officer | 11/5/2018 | (4) | 15,625 | 14,375 | $ | 24.96 | 11/4/2028 | — | — | — | $ | — | |||||||||||||||||||||||||||||||||||||||||
| 1/24/2019 | (4) | 4,790 | 5,210 | $ | 17.23 | 1/23/2029 | — | — | — | $ | — | ||||||||||||||||||||||||||||||||||||||||||
| 1/23/2020 | (4) | 22,916 | 77,084 | $ | 22.32 | 1/22/2030 | — | — | — | $ | — | ||||||||||||||||||||||||||||||||||||||||||
| 1/23/2020 | (2) | — | — | $ | — | — | — | — | 32,500 | $ | 921,050 | ||||||||||||||||||||||||||||||||||||||||||
| 3/1/2018 | (5) | — | — | $ | — | — | 2,500 | $ | 70,850 | — | $ | — | |||||||||||||||||||||||||||||||||||||||||
| 11/5/2018 | (3) | — | — | $ | — | — | 1,667 | $ | 47,243 | — | $ | — | |||||||||||||||||||||||||||||||||||||||||
| 1/24/2019 | (3) | — | — | $ | — | — | 1,667 | $ | 47,243 | — | $ | — | |||||||||||||||||||||||||||||||||||||||||
| 1/23/2020 | (3) | — | — | $ | — | — | 20,000 | $ | 566,800 | — | $ | — | |||||||||||||||||||||||||||||||||||||||||
| Dwight Moxie | 2/18/2020 | (1) | — | 170,000 | $ | 25.93 | 2/17/2030 | — | — | — | $ | — | |||||||||||||||||||||||||||||||||||||||||
| General Counsel and Corporate Secretary | 2/18/2020 | (2) | — | — | $ | — | — | — | — | 22,750 | $ | 644,735 | |||||||||||||||||||||||||||||||||||||||||
| 2/18/2020 | (3) | — | — | $ | — | — | 25,000 | $ | 708,500 | — | $ | — | |||||||||||||||||||||||||||||||||||||||||
| Option Awards | Stock Awards | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Name and Title | Grant Date | Number of Shares of Common Stock Underlying Unexercised Stock Options Exercisable Shares (#) | Number of Shares of Common Stock Underlying Unexercised Stock Options Unexercisable Shares (#) | Option Exercise Price per Share | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Dustin Sjuts | 3/1/2018 | (1) | 28,000 | — | $ | 29.85 | 2/28/2028 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| President | 11/5/2018 | (2) | 30,000 | — | $ | 24.96 | 11/4/2028 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| 1/24/2019 | (2) | 10,000 | — | $ | 17.23 | 1/23/2029 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| 1/23/2020 | (2) | 97,916 | 2,084 | $ | 22.32 | 1/22/2030 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| 2/2/2021 | (2) | 28,988 | 11,937 | $ | 28.01 | 2/1/2031 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| 2/2/2022 | (2) | 26,132 | 30,884 | $ | 13.08 | 2/1/2032 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| 1/31/2023 | (2) | 9,912 | 33,343 | $ | 34.68 | 1/30/2033 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1/23/2020 | (3) | — | — | — | — | — | — | 20,000 | $ | 175,800 | |||||||||||||||||||||||||||||||||||||||||||||||||
| 2/2/2021 | (4) | — | — | — | — | 7,540 | $ | 66,277 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| 11/9/2021 | (4) | — | — | — | — | 11,974 | $ | 105,251 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| 1/31/2023 | (5) | — | — | — | — | — | — | 79,394 | $ | 697,873 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Dwight Moxie | 2/18/2020 | (1) | 162,916 | 7,084 | $ | 25.93 | 2/17/2030 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| CLO | 2/2/2021 | (2) | 24,793 | 10,209 | $ | 28.01 | 2/1/2031 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| 2/2/2022 | (2) | 31,209 | 36,884 | $ | 13.08 | 2/1/2032 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| 1/31/2023 | (2) | 10,031 | 33,743 | $ | 34.68 | 1/30/2023 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| 2/18/2020 | (3) | — | — | — | — | — | — | 14,000 | $ | 123,060 | |||||||||||||||||||||||||||||||||||||||||||||||||
| 2/2/2021 | (4) | — | — | — | — | 6,449 | $ | 56,687 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| 1/31/2023 | (5) | — | — | — | — | — | — | 54,376 | $ | 477,965 | |||||||||||||||||||||||||||||||||||||||||||||||||
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(1)The shares subject to the stock optionoptions vest over a four-year period, with 25% vesting on the one-year-anniversary from the grant date, and the balance vesting each month over the remaining three-year period, subject to the NEO providing continued service to us through each vesting date.
(2)The PSAs will vest as follows, subject to the NEO providing continued service to us through each vesting date: (i) 38.5% of the PSA will vest upon the earlier of the following, as confirmed by the Board or Compensation Committee on or before June 30, 2022: (a) the FDA approves the BLA for DaxibotulinumtoxinA for Injection for the treatment of glabellar lines, subject to certain conditions; or (b) upon a change in control (as defined in the Equity Plan) and (ii) 61.5% of the PSA will vest upon the earlier of the following, as confirmed by the Board or Compensation Committee on or before October 13, 2029: (a) the date that the closing share price of our common stock stock is at least $40 per share and remains at or above $40 per share during any 90 consecutive trading-day period on a VWAP basis; or (b) upon a change in control (as defined in the Equity Plan) in which the purchase price of our common stock is at or above $40 per share.
(4)The shares subject to the RSAtime-based equity award vest over a four-yearthree-year period, with one-fourthone-third of the shares vesting each year, subject to the NEO providing continued service to us through each vesting date.
(5)The PSUs will vest as follows, in an amount ranging from 0% to 200% of the target award based on certain product revenue goals during a three-year performance period, subject to the NEO providing continuous service to us through the vesting date, based on either: (i) the extent to which the Company’s product revenue meets designated threshold, target and maximum performance levels, as follows: if the Company achieves 75% of the applicable product revenue goal than 25% of the target PSUs will vest; if the Company achieves 100% of the applicable product revenue goal than 100% of the target PSUs will vest; if the Company achieves 125% of the applicable product revenue goal than 100% of the target PSUs will vest, except that for the full three-year performance period up to 200% (reduced by any previously earned PSUs) of the target PSUs may vest; or (ii) at the target level upon a Change in Control that occurs during the three-year performance period. To the extent product revenue is achieved between the threshold, target and maximum performance levels, the number of PSUs that will vest will be determined using linear interpolation. In March 2024, a portion of the PSUs vested as result of the Company meeting a product revenue goal. The terms of the PSUs are further described in “Executive Compensation─Compensation Discussion and Analysis─Equity-Based Incentive Awards”.
(6)The market value is based on the closing price of our common stock as of December 29, 2023 of $8.79 per share.
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OPTION EXERCISES AND STOCK VESTED IN 2023
The following table includes certain information with respect to stock options exercisedRSAs, PSAs and RSAs and PSAsPSUs that vested during the year ended December 31, 2020.2023. No option awards were exercised during the year ended December 31, 2023.
| Options Awards | Stock Awards | |||||||||||||||||||||||||
| Name | Number of Shares of Common Stock Acquired on Exercise | Value Realized on Exercise(1) | Number of Shares of Common Stock Acquired on Vesting | Value Realized on Vesting(1) | ||||||||||||||||||||||
| Mark J. Foley | — | $ | — | 438,832 | $ | 11,340,175 | ||||||||||||||||||||
| Tobin C. Schilke | — | $ | — | 21,916 | $ | 558,530 | ||||||||||||||||||||
| Abhay Joshi, Ph.D. | — | $ | — | 43,034 | $ | 1,018,942 | ||||||||||||||||||||
| Dustin Sjuts | — | $ | — | 21,250 | $ | 524,142 | ||||||||||||||||||||
| Dwight Moxie | — | $ | — | 12,250 | $ | 307,965 | ||||||||||||||||||||
| Stock Awards | |||||||||||
| Name | Number of Shares Acquired on Vesting | Value Realized on Vesting (1) | |||||||||
| Mark J. Foley | 487,013 | $ | 14,685,646 | ||||||||
| Tobin C. Schilke | 120,358 | $ | 3,725,044 | ||||||||
| Dustin Sjuts | 153,591 | $ | 4,544,607 | ||||||||
| Dwight Moxie | 118,827 | $ | 3,702,475 | ||||||||
(1) Amount reflects the product of the fair market value of our common stock on the applicable vesting date multiplied by the number of shares subject to RSAs, and/or PSAs and PSUs that vested and does not necessarily reflect proceeds actually received by the NEOs.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OFIN CONTROL
Severance Benefit Plan
Each of our NEOs are participants under our Severance Benefit Plan, which provides severance benefits in the event of certain qualifying terminations of employment, subject to the executive’s execution of a waiver and release of claims in favor of the Company and the existence of a proprietary information and inventions agreement between the executive and the Company.
Our Severance Benefit Plan is periodically reviewed by our Compensation Committee and Board and was amended and restated by the Board most recently in February 2024. Under our Severance Benefit Plan, upon an involuntary termination of a participant other than for “cause”“Cause” (as defined in the Severance Benefit Plan), and where such termination is not in connection with or within 12 months following a change in control, the benefits provided under the Severance Benefit Plan consist of: (i) monthly cash payments (A)(a) in an amount equal to 18 times the officer’s monthly base salary, in the case of our CEO or President, and (B)(b) in an amount equal to ninetwelve times the officer’s monthly base salary, in the case of our other NEOs; and (ii) payment by the Company of COBRA premiums for the participant and his or her eligible dependents for a period of up to 18 months in the case of our CEO or President, and up to nine12 months in the case of the other NEOs.
In connection with or for a period of 12 months following a change in control, if we involuntarily terminateupon an involuntary termination of a participant for any reason other than cause,Cause, or upon the participant resignsparticipant’s resignation for “Good Reason” (as defined in the Severance Benefit Plan), then the benefits provided by the Severance Benefit Plan will consist of: (i) a lump sum payment equal to the sum of the participant’s monthly base salary and monthly annual target bonus, multiplied by 24 in the case of our CEO or President, and by 1218 in the case of the other NEOs; (ii) payment of COBRA premiums for the NEO and his or her eligible dependents for a period of up to 24 months in the case of our CEO or President, and up to 1218 months in the case of the other NEOs; and (iii) accelerated vesting of all unvested stock options and other stock awards then held by the NEO.NEO, provided that awards that vest based on performance goal will be governed by the terms of the individual award agreements.
Under the Severance Benefit Plan, a “change ofin control” is defined the same way it is under our Equitythe the 2014 Plan. If any of the benefits provided under the Severance Benefit Plan would constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"),“Code, such that the payments would become subject to the excise tax imposed by Section 4999 of the Code, then the payments will either be paid in full to the participant, or reduced so that no portion of such benefits will be subject to the excise tax, whichever provides the greater after-tax benefit to the participant.
A NEO’s right to receive payment of benefits under the planSeverance Benefit Plan will immediately terminate if, at any time prior to or during the period the NEO is receiving such benefits, the NEO (i) willfully breaches a material provision of the executive’s proprietary information and inventions agreement with the Company or any obligations of confidentiality, non-solicitation, non-disparagement, no conflicts or non-competition set forth in any other agreement between the executive and the Company, (ii) encourages or solicits any of our then-current employees to leave our employ for any reason or otherwise interferes in our employment relationships with our then-current employees or (iii) interferes in any of our existing business relationships, in each case of (i), (ii) or (iii) without the prior written approval of the Company.
The Severance Benefit Plan provides for “double trigger” vesting, such that 100% of the shares subject to outstanding stock awards vest upon a termination without Cause (as defined in the Severance Benefit Plan) or a resignation for Good Reason (as defined in the Severance Benefit Plan), in either case within twelve months following a change in control.
Sjuts Separation Agreement
In connection with Mr. Sjuts’ separation from the Company as a result of the elimination of his role, we entered into a separation and consulting agreement with Mr. Sjuts, effective March 31, 2024 (the “Sjuts Separation Agreement”). Under the Sjuts Separation Agreement, Mr. Sjuts received the level of severance benefits described above under our Severance Benefit Plan. In addition, the Sjuts Separation Agreement provides for Mr. Sjuts consulting services which are expected to continue until March 31, 2025, unless terminated earlier (the “Sjuts Consulting Period”). During the Sjuts Consulting Period, Mr. Sjuts is eligible to receive monthly consulting fees, and Mr. Sjuts’s outstanding equity awards will continue to be eligible to vest during the Sjuts Consulting Period (subject to earlier expiration in accordance with the terms of such awards and potential acceleration upon certain change in control events). “─Compensation Discussion and Analysis─Other Features of our Executive Compensation Program─Agreements with our NEOs─Separation and Consulting Agreement with Mr. Sjuts”.
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Equity Awards
Our time-vesting equity award agreements provide for acceleration of vesting in the event of a change in control, if and to the extent that the acquiring company refuses to continue, assume or substitute such awards.
As described in detail above, the Severance Benefit Plan provides for “double trigger” vesting acceleration of outstanding equity awards, such that 100% of the shares subject to outstanding stock awards vest upon certain types of involuntary terminations upon or a termination without Cause or a resignation for Good Reason within twelve months following a change in control.
In addition to the Severance Benefit Plan, the NEO’s PSAs granted in 2019 for Mr. Foley and 2020 for all other NEOs provides for full vesting acceleration in the event of thea change in control as follows: (1) 38.5% of the shares will vest upon a change in control that occurs on or before June 30, 2022 and (2) 61.5% of the shares will vest upon a change in control that occurs on or before October 13, 2029 in which the purchase price of our common stock is at or above $40 per share, with all per share prices to be adjusted for any stock splits, recapitalizations and other similar transactions.The NEO’s PSUs granted in 2023 provide for vesting at the like.target level upon a change in control that occurs on or before December 31, 2025, with all per share prices to be adjusted for any stock splits, recapitalizations and other similar transactions. Mr. Foley’s PSUs granted in 2023 also provide that in the event of his retirement, he will remain eligible for vesting (in certain cases, on a pro-rated basis) based on the extent to which the performance goals are ultimately achieved.
Potential Payments Upon Termination or Change-in-Control
The following table shows the potential payments upon termination of employment or a change in control for the NEOs. Except as otherwise indicated below, the table assumes that the triggering event took place on December 31, 2020.2023. See also “Compensation Discussion and Analysis —Executive Compensation Program — Other Features of our Executive Compensation Program —Severance and Change in Control Benefits.”
| Name | Benefit | Involuntary Termination Without Cause or Resignation for Good Reason in Connection with a Change of Control ($) | Involuntary Termination Without Cause Not in Connection with a Change in Control ($) | Certain Change of Control Transactions without Termination ($)(1) | ||||||||||||||||||||||
| Mark J. Foley | Severance Payments | $ | 2,275,000 | $ | 975,000 | $ | — | |||||||||||||||||||
| President and CEO | Vesting Acceleration (2) | $ | 22,121,010 | $ | — | $ | 22,121,010 | |||||||||||||||||||
| COBRA Payments | $ | 49,701 | $ | 24,850 | $ | — | ||||||||||||||||||||
| Benefit Total | $ | 24,445,711 | $ | 999,850 | $ | 22,121,010 | ||||||||||||||||||||
| Tobin C. Schilke | Severance Payments | $ | 610,994 | $ | 316,031 | $ | — | |||||||||||||||||||
| Chief Financial Officer | Vesting Acceleration (2) | $ | 1,923,979 | $ | — | $ | 1,923,979 | |||||||||||||||||||
| COBRA Payments | $ | 15,260 | $ | 11,445 | $ | — | ||||||||||||||||||||
| Benefit Total | $ | 2,550,233 | $ | 327,476 | $ | 1,923,979 | ||||||||||||||||||||
| Abhay Joshi, Ph.D. | Severance Payments | $ | 797,642 | $ | 385,956 | $ | — | |||||||||||||||||||
| Chief Operating Officer | Vesting Acceleration (2) | $ | 2,709,310 | $ | — | $ | 2,709,310 | |||||||||||||||||||
| COBRA Payments | $ | 24,850 | $ | 18,638 | $ | — | ||||||||||||||||||||
| Benefit Total | $ | 3,531,802 | $ | 404,594 | $ | 2,709,310 | ||||||||||||||||||||
| Dustin Sjuts | Severance Payments | $ | 601,750 | $ | 311,250 | $ | — | |||||||||||||||||||
| Chief Commercial Officer | Vesting Acceleration (2) | $ | 1,656,902 | $ | — | $ | 1,656,902 | |||||||||||||||||||
| COBRA Payments | $ | 8,003 | $ | 6,002 | $ | — | ||||||||||||||||||||
| Benefit Total | $ | 2,266,655 | $ | 317,252 | $ | 1,656,902 | ||||||||||||||||||||
| Dwight Moxie | Severance Payments | $ | 616,250 | $ | 318,750 | $ | — | |||||||||||||||||||
| General Counsel and Corporate Secretary | Vesting Acceleration (2) | $ | 1,366,175 | $ | — | $ | 1,366,175 | |||||||||||||||||||
| COBRA Payments | $ | 31,456 | $ | 23,592 | $ | — | ||||||||||||||||||||
| Benefit Total | $ | 2,013,881 | $ | 342,342 | $ | 1,366,175 | ||||||||||||||||||||
| Name | Benefit | Involuntary Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control ($) | Involuntary Termination Without Cause Not in Connection with a Change in Control ($) | Certain Change in Control Transactions without Termination ($)(1) | Retirement | |||||||||||||||||||||||||||
| Mark J. Foley | Severance Payments | $ | 2,520,000 | $ | 1,080,000 | $ | — | $ | — | |||||||||||||||||||||||
| CEO | Vesting Acceleration | (2) | $ | 2,352,468 | $ | — | $ | 2,352,468 | $ | 621,893 | (3) | |||||||||||||||||||||
| COBRA Payments | $ | 53,528 | $ | 40,146 | $ | — | $ | — | ||||||||||||||||||||||||
| Benefit Total | $ | 4,925,996 | $ | 1,120,146 | $ | 2,352,468 | $ | 621,893 | ||||||||||||||||||||||||
| Tobin C. Schilke | Severance Payments | $ | 1,081,460 | $ | 480,649 | $ | — | $ | — | |||||||||||||||||||||||
| CFO | Vesting Acceleration | (2) | $ | 616,970 | $ | — | $ | 616,970 | $ | — | ||||||||||||||||||||||
| COBRA Payments | $ | 16,758 | $ | 16,758 | $ | — | $ | — | ||||||||||||||||||||||||
| Benefit Total | $ | 1,715,188 | $ | 497,407 | $ | 616,970 | $ | — | ||||||||||||||||||||||||
Dustin Sjuts (4) | Severance Payments | $ | 1,324,125 | $ | 802,500 | $ | — | $ | — | |||||||||||||||||||||||
| President | Vesting Acceleration | (2) | $ | 869,401 | $ | — | $ | 869,401 | $ | — | ||||||||||||||||||||||
| COBRA Payments | $ | 14,885 | $ | 14,885 | $ | — | $ | — | ||||||||||||||||||||||||
| Benefit Total | $ | 2,208,411 | $ | 817,385 | $ | 869,401 | $ | — | ||||||||||||||||||||||||
| Dwight Moxie | Severance Payments | $ | 1,064,916 | $ | 473,296 | $ | — | $ | — | |||||||||||||||||||||||
| CLO | Vesting Acceleration | (2) | $ | 534,652 | $ | — | $ | 534,652 | $ | — | ||||||||||||||||||||||
| COBRA Payments | $ | 36,802 | $ | 36,802 | $ | — | $ | — | ||||||||||||||||||||||||
| Benefit Total | $ | 1,636,370 | $ | 510,098 | $ | 534,652 | $ | — | ||||||||||||||||||||||||
(1)In the event of a change of control,Change in Control, if our successor does not agree to assume the existing equity plans or to substitute an equivalent awards or rightrights for the stock options, RSAs or RSAs,RSUs, then the vesting of the unvested stock options and RSAsstock awards shall accelerate in full, effective immediately prior to a changeChange in Control, except that, for PSAs subject to stock price goals, such stock price goal must be achieved as of control.the Change in Control. If a Change
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in Control occurred on December 31, 2023, the PSA stock price goals would not be met and as a result, amounts reflected for such awards are zero in the table above. The amount in this column assumes all outstanding PSUs granted in 2023 vest at target, although, as described above in “—Compensation Discussion and Analysis,” the 2023 annual performance goal for the PSUs was met at approximately 84% of target.
(2)Assumes that the triggering event occurred on December 31, 2020,29, 2023 (the last trading day of 2023), when the closing sale price per share of our common stock was $28.34.$8.79. The amount of the vesting acceleration is determined by: (i) aggregating for all accelerated stock options, the amount equal to the excess, if any, of $28.34$8.79 over the relevant exercise price of the stock option, multiplied by the number of shares underlying unvested stock options at such exercise price as of December 31, 2020;29, 2023; and (ii) aggregating for all accelerated RSAs and PSAs,PSUs, the amount equal to $28.34$8.79 multiplied by the number of shares underlying the unvested RSAs and PSAsPSUs that are accelerated pursuant to the terms of the relevant award. There can be no assurance that a similar triggering event would produce the same or similar results as those estimated if such event occurs on any other date or at a time when our closing sale price is different.
(3)Assumes the triggering event occurred on December 31, 2023. The amount of the vesting acceleration is determined by multiplying the portion of PSUs that were granted in January 2023 and eligible to vest based on the first year performance period, multiplied by $8.79. The PSUs provide that if retirement occurs during 2023, only a pro-rated portion of the then-outstanding award shall remain outstanding and eligible to vest based on the months of service provided by Mr. Foley during 2023, and the remaining PSUs for subsequent performance periods are forfeited. Mr. Foley is entitled to continued vesting of the PSUs granted in January 2023 if he retires after December 31, 2023, and such PSUs will vest, if at all, to the extent that revenue goals are achieved during the performance period, up to 200%.
(4)Mr. Sjuts ceased employment during 2024. See “─Potential Payments Upon Termination or Change in Control─Sjuts Separation Agreement” for further information on the terms of Mr. Sjuts’s separation.
CEO PAY RATIO
•To determine our total population of employees, we included all full-time and part-time employees as discussed below, was $254,090, calculatedof December 31, 2023. We changed our median employee determination date from October 13th to December 31st in accordanceorder to align with the rules applicable to the Summary Compensation Table. Based on this information, for 2020, the ratio of the annual total compensation of Mr. Foley, our CEO, to the median of the annual total compensation of our other employees was approximately 35 to 1.fiscal year end.
•To identify our 2020 median employee from our employee population, we calculated the annual target amount of each employee’s (other than Mr. Foley) 20202023 base salary (usingusing a reasonable estimate of the hours worked and no overtime for hourly employees)employees, and bonus or commission, as applicable, plus the aggregate grant date fair value of equity awards granted in 20202023 as our compensation measure that we consistently applied to all employees. For purposes of base salaries, bonuses and commissions, we used an estimate based on the rates in effect on October 13, 2020.
•In making this determination, we annualized the base salaries, bonusessalary and commissionstarget bonus compensation of permanent employees who were newly hired or on unpaid leaves of absence during 2020 and thus employed by us for less than the entire calendarfiscal year. Since
For 2023, the originally identifiedannual total compensation of our median employee was a new hire during 2020 with anomalous$238,081, and the annual total compensation characteristics, we selectedof our CEO, as reported in the Summary Compensation Table included in this Proxy Statement, was $10,068,915. Based on this information, for 2023, the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee a continuing employee whose 2020 compensation was substantially similarapproximately 42 to that of the original median employee.1.
The pay ratio reportedCEO Pay Ratio above is arepresents our reasonable estimate calculated in a manner consistent with SEC rules based on our internal records 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 described above. Givenand make different assumptions particular to that company. As a result, and as explained by the different methodologies that various public companies will use to determine an estimate of theirSEC when it adopted these rules, in considering the pay ratio disclosure, stockholders should keep in mind that the estimatedrule 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 reported above should not bedisclosures. Neither the Compensation Committee nor our management used as a basis for comparison between companies.our CEO Pay Ratio measure in making compensation decisions.
ITEM 402(v) PAY VERSUS PERFORMANCE
The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation Committee views the link between the Company’s performance and NEO pay. For additional information about our pay-for-performance philosophy and how we align executive compensation with Company performance, refer to “Executive Compensation – Compensation Discussion and Analysis.”
Required Tabular Disclosure of Pay Versus Performance
The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid for non-PEO NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Use of the term “compensation actually paid” (“CAP”) is required by the SEC’s rules and as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually received by the individuals and the compensation decisions described in “Executive Compensation – Compensation Discussion and Analysis.”
| Fiscal Year | Summary Compensation Table Total for PEO(1)(2) | Compensation Actually Paid to PEO(1)(3) | Average Summary Compensation Table Total for non-PEO NEOs(1)(2) | Average Compensation Actually Paid to non-PEO NEOs(1)(3) | Value of Initial Fixed $100 Investment Based On: | Net Income (in thousands)(5) | Product Revenue (in thousands)(6) | |||||||||||||||||||||||||||||||||||||||||||
Total Shareholder Return(4) | Peer Group Total Shareholder Return(4) | |||||||||||||||||||||||||||||||||||||||||||||||||
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | ||||||||||||||||||||||||||||||||||||||||||
| 2023 | $ | 10,068,915 | $ | 6,293,718 | $ | 4,027,973 | $ | 2,799,090 | $54.16 | $115.42 | $ | (323,986) | $ | 212,658 | ||||||||||||||||||||||||||||||||||||
| 2022 | $ | 6,606,916 | $ | 14,647,188 | $ | 2,600,645 | $ | 3,224,270 | $113.74 | $111.27 | $ | (356,422) | $ | 118,131 | ||||||||||||||||||||||||||||||||||||
| 2021 | $ | 7,105,916 | $ | (14,431,563) | $ | 2,833,814 | $ | (18,373) | $100.55 | $124.89 | $ | (281,310) | $ | 70,820 | ||||||||||||||||||||||||||||||||||||
| 2020 | $ | 8,780,936 | $ | 26,328,963 | $ | 2,878,149 | $ | 4,800,096 | $174.61 | $125.69 | $ | (282,089) | $ | 12,877 | ||||||||||||||||||||||||||||||||||||
(1)The following individuals are our PEO and other non-PEO NEOs for each fiscal year:
| Year | PEO | Non-PEO NEOs | ||||||||||||
| 2023 | Mark J. Foley | Tobin Schilke, Dustin Sjuts and Dwight Moxie | ||||||||||||
| 2022 | Mark J. Foley | Tobin Schilke, Dustin Sjuts, Dwight Moxie and Abhay Joshi | ||||||||||||
| 2021 | Mark J. Foley | Tobin Schilke, Dustin Sjuts, Abhay Joshi and Aubrey Rankin | ||||||||||||
| 2020 | Mark J. Foley | Tobin Schilke, Dustin Sjuts, Dwight Moxie and Abhay Joshi | ||||||||||||
(2)Represents the amount of total compensation reported for Mr. Foley (our CEO) and the average total compensation for our non-PEO NEOs for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation—Executive Compensation Tables—Summary Compensation Table.”
(3)Represents the amount of CAP to Mr. Foley and the average amount of CAP to our Non-PEO NEOs, respectively, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the reported total compensation for 2023 to determine the CAP:
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| Year | NEOs | Summary Compensation Table (“SCT”) Total Compensation | Subtract: Grant Date Fair Value of New Awards* | Add: Fair Value at Applicable Fiscal Year End of Awards Granted during Applicable Year that Remain Unvested as of Applicable Fiscal Year End* | Add: Change in Fair Value from the end of the Prior Fiscal Year to the end of the Applicable Fiscal Year of Awards Granted during Prior Fiscal Years that were Outstanding and Unvested as of Applicable Fiscal Year End* | Add: Vesting Date Fair Value of Awards Granted during the Applicable Fiscal Year that Vested during Applicable Fiscal Year* | Add: Change in Fair Value as of the Vesting Date of Awards Granted during Prior Fiscal Years that Vested during the Applicable Fiscal Year* | CAP | ||||||||||||||||||||||||||||||||||||||||||
| 2023 | PEO | $10,068,915 | $8,810,731 | $2,233,170 | $(4,331,529) | — | $7,133,893 | $6,293,718 | ||||||||||||||||||||||||||||||||||||||||||
| 2023 | Average Non-PEO NEOs | $4,027,973 | $3,242,610 | $673,238 | $(641,665) | $116,811 | $1,865,343 | $2,799,090 | ||||||||||||||||||||||||||||||||||||||||||
*The fair values of stock options vested during the fiscal year or outstanding as of fiscal year end were estimated using the Black-Scholes option pricing model with the following assumptions, which are materially different from the assumptions used for estimating the grant-date fair value as reported in the “Option Awards” columns in the Summary Compensation Table:
| Expected term (in years) | 3.6 – 6.1 | ||||
| Expected volatility | 61.3 – 72.9% | ||||
| Risk-free interest rate | 3.4 – 4.9% | ||||
| Expected dividend rate | — | ||||
(4)For the relevant fiscal year, represents the cumulative TSR of our common stock and the Nasdaq Biotechnology Index at the end of each fiscal year. In each case, assume an initial investment of $100 on December 31, 2019. Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period.
(5)The dollar amounts reported represent the amount of net loss reflected in the Company’s audited financial statements for the applicable year. Although we received DAXXIFY FDA approvals in 2022 and 2023, we expect to continue to incur GAAP losses for the foreseeable future. Consequently, the Company did not use net income (loss) as a performance measure in its executive compensation program.
(6)Product Revenue is selected as the measure we believe represents the most important financial performance measure not otherwise presented in the table above that we use to link compensation actually paid to our NEOs for 2023 to our Company’s performance. Product Revenue means revenue recognized from the sale of DAXXIFY and the RHA® Collection of dermal fillers, as disclosed in accordance with GAAP in our annual financial statements.
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Required Tabular Disclosure of Most Important Financial Performance Measures
As described in greater detail in “Executive Compensation—Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. The metrics that the Company uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our stockholders. The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows:
•Product Revenue
•Stock Price
•Total Revenue, calculated in accordance with GAAP and adjusted to exclude revenue recognized from collaboration agreements and classified as collaboration revenue
•Cash Burn; and
•DAXXIFY CD Approval
Required Disclosure of the Relationship Between CAP and Financial Performance Measures
As required by Item 402(v) of Regulation S-K, we are providing the following graphs to illustrate the relationship between the pay and performance figures that are included in the pay versus performance tabular disclosure above. In addition, the first graph below further illustrates the relationship between Company total shareholder return and that of the Nasdaq Biotechnology Index. As noted above, CAP for purposes of the tabular disclosure and the following graphs was calculated in accordance with SEC rules and does not reflect the amount of compensation earned by or actually paid to our NEOs during the applicable years.
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All information provided above under the “Item 402(v) Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act,, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the ownership of our common stock as of March 11, 20218, 2024 by: (i) each director and nominee for director; (ii) each NEO; (iii) all of our executive officers and directors as a group;group, and (iv) all those known by us to be beneficial owners of more than five percent of our common stock. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes any shares over which a person exercises sole or shared voting or investment power. Shares of common stock issuable under options that are exercisable within 60 days after March 11, 20218, 2024 are deemed beneficially owned and such shares are used in computing the percentage ownership of the person holding the options but are not deemed outstanding for the purpose of computing the percentage ownership of any other person. This table is based upon information supplied by officers, directors and principal shareholdersstockholdersand Schedule 13Gs filed with the SEC.The percentage of beneficial ownership is based on 71,382,894104,215,614 shares of our common stock outstanding as of March 11, 2021.8, 2024.
The information contained in the following table is not necessarily indicative of beneficial ownership for any other purpose and the inclusion of any shares in the table does not constitute an admission of beneficial ownership of those shares.
Unless otherwise indicated below, to our knowledge, all persons named in the table have sole voting and dispositive power with respect to their shares of common stock, except to the extent authority is shared by spouses under community property laws. Unless otherwise indicated below, the address of each beneficial owner listed in the table below is c/o Revance Therapeutics, Inc., 1222 Demonbreun Street, Suite 1001,2000, Nashville, Tennessee 37203.
| Beneficial Ownership | ||||||||||||||||||||||||||||||||||||||||||||
| Beneficial Ownership | Beneficial Ownership | |||||||||||||||||||||||||||||||||||||||||||
| Name of Beneficial Owner | Name of Beneficial Owner | Number of Shares | Percentage of Total | Name of Beneficial Owner | Number of Shares | Percentage of Total | ||||||||||||||||||||||||||||||||||||||
| Named Executive Officers, Directors, and Nominees: | ||||||||||||||||||||||||||||||||||||||||||||
| NEOs and Directors: | ||||||||||||||||||||||||||||||||||||||||||||
| Mark J. Foley | ||||||||||||||||||||||||||||||||||||||||||||
| Mark J. Foley | ||||||||||||||||||||||||||||||||||||||||||||
| Mark J. Foley | Mark J. Foley | 1,190,296 | (1) | 1.7 | % | 2,033,869 | (1) | (1) | 1.9 | % | ||||||||||||||||||||||||||||||||||
| Tobin Schilke | Tobin Schilke | 181,162 | (2) | * | Tobin Schilke | 423,995 | (2) | (2) | * | |||||||||||||||||||||||||||||||||||
| Abhay Joshi, Ph.D. | 573,465 | (3) | * | |||||||||||||||||||||||||||||||||||||||||
| Dustin Sjuts | Dustin Sjuts | 426,567 | (3) | * | ||||||||||||||||||||||||||||||||||||||||
| Dwight Moxie | Dwight Moxie | 104,130 | (4) | * | Dwight Moxie | 309,629 | (4) | (4) | * | |||||||||||||||||||||||||||||||||||
| Aubrey Rankin | 565,909 | (5) | * | |||||||||||||||||||||||||||||||||||||||||
| Dustin Sjuts | 145,856 | (6) | * | |||||||||||||||||||||||||||||||||||||||||
| Erica Jordan | Erica Jordan | 9,314 | (5) | * | ||||||||||||||||||||||||||||||||||||||||
| David Hollander | David Hollander | 24,659 | (6) | * | ||||||||||||||||||||||||||||||||||||||||
| Jill Beraud | Jill Beraud | 33,000 | (7) | * | Jill Beraud | 82,828 | (7) | (7) | * | |||||||||||||||||||||||||||||||||||
| Robert Byrnes | 98,498 | (8) | * | |||||||||||||||||||||||||||||||||||||||||
| Julian S. Gangolli | Julian S. Gangolli | 55,500 | (9) | * | Julian S. Gangolli | 105,328 | (8) | (8) | * | |||||||||||||||||||||||||||||||||||
| Phyllis Gardner, M.D. | 61,500 | (10) | * | |||||||||||||||||||||||||||||||||||||||||
| Carey O'Connor Kolaja | Carey O'Connor Kolaja | 6,294 | (11) | * | Carey O'Connor Kolaja | 43,417 | (9) | (9) | * | |||||||||||||||||||||||||||||||||||
| Chris Nolet | Chris Nolet | 33,000 | (12) | * | Chris Nolet | 82,828 | (10) | (10) | * | |||||||||||||||||||||||||||||||||||
| Angus C. Russell | Angus C. Russell | 71,500 | (13) | * | Angus C. Russell | 109,728 | (11) | (11) | * | |||||||||||||||||||||||||||||||||||
| Philip J. Vickers, Ph.D. | 74,650 | (14) | * | |||||||||||||||||||||||||||||||||||||||||
| Olivia C. Ware | Olivia C. Ware | 6,408 | (15) | * | Olivia C. Ware | 45,775 | (12) | (12) | * | |||||||||||||||||||||||||||||||||||
| Directors and officers as a group (total of 15 persons) | 3,201,168 | (16) | 4.4 | % | ||||||||||||||||||||||||||||||||||||||||
| Vlad Coric, M.D. | Vlad Coric, M.D. | 15,346 | (13) | * | ||||||||||||||||||||||||||||||||||||||||
| Directors and executive officers as a group (total of 13 persons) | Directors and executive officers as a group (total of 13 persons) | 3,713,283 | (14) | 3.5 | % | |||||||||||||||||||||||||||||||||||||||
| Greater than 5% Stockholders: | Greater than 5% Stockholders: | |||||||||||||||||||||||||||||||||||||||||||
| Entitites affiliated with GIC Private Limited | 3,830,951 | (17) | 5.4 | % | ||||||||||||||||||||||||||||||||||||||||
| Entities affiliated with JPMorgan Chase & Co. | 4,067,042 | (18) | 5.7 | % | ||||||||||||||||||||||||||||||||||||||||
| Palo Alto Investors LP and affiliates | ||||||||||||||||||||||||||||||||||||||||||||
| Palo Alto Investors LP and affiliates | ||||||||||||||||||||||||||||||||||||||||||||
| Palo Alto Investors LP and affiliates | 5,237,284 | (15) | 5.0 | % | ||||||||||||||||||||||||||||||||||||||||
| Capital World Investors | Capital World Investors | 11,939,076 | (16) | 11.5 | % | |||||||||||||||||||||||||||||||||||||||
| Entities affiliated with GIC Private Limited | Entities affiliated with GIC Private Limited | 5,825,881 | (17) | 5.6 | % | |||||||||||||||||||||||||||||||||||||||
| Entities affiliated with BlackRock, Inc. | Entities affiliated with BlackRock, Inc. | 5,012,352 | (19) | 7.0 | % | Entities affiliated with BlackRock, Inc. | 7,453,371 | (18) | (18) | 7.2 | % | |||||||||||||||||||||||||||||||||
| Teoxane SA | Teoxane SA | 6,550,800 | (19) | 6.3 | % | |||||||||||||||||||||||||||||||||||||||
| Entities affiliated with Franklin Resources Inc. | Entities affiliated with Franklin Resources Inc. | 6,108,277 | (20) | 5.9% | ||||||||||||||||||||||||||||||||||||||||
* Represents beneficial ownership of less than 1% of the outstanding common stock
(1)Consists of (i) 810,279944,718 shares of common stock, 70,750 shares of common stock underlying PSUs that vested March 15, 2024 and 309,104907,488 shares of common stock underlying options that are exercisable within 60 days of March 11, 20218, 2024 and (ii) 70,913110,913 shares of common stock held by the Mark J Foley Living Trust. Mr. Foley is a Trustee of the Mark J Foley Living Trust. Excludes 681,143344,000 shares underlying unvested PSAs and 882,706 shares underlying unvested PSUs held by Mr. Foley.
(2)Consists of 68,76291,735 shares of common stock, 17,447 shares of common stock underlying PSUs that vested March 15, 2024 and 112,400314,813 shares of common stock underlying options that are exercisable within 60 days of March 11, 2021.8, 2024. Excludes 51,87096,667 shares underlying unvested RSUs, 18,000 shares underlying unvested PSAs and 138,433 shares underlying unvested PSUs held by Mr. Schilke.
(3)Consists of 129,722157,618 shares of common stock, 22,110 shares of common stock underlying PSUs that vested March 15, 2024 and 443,743246,839 shares of common stock underlying options that are exercisable within 60 days of March 11, 2021.8, 2024. Excludes 55,12020,000 shares underlying unvested PSAs and 52,929 shares underlying unvested PSUs held by Mr. Joshi.Sjuts.
(4)Consists of 52,36044,066 shares of common stock, 15,143 shares of common stock underlying PSUs that vested March 15, 2024 and 51,770250,420 shares of common stock underlying options that are exercisable within 60 days of March 11, 2021.8, 2024. Excludes 42,09690,000 shares underlying unvested RSUs, 14,000 shares underlying unvested PSAs and 126,250 shares underlying unvested PSUs held by Mr. Moxie.
(5)Consists of (i) 539,1949,314 shares of common stock. Excludes 107,942 shares underlying unvested RSUs and 80,000 shares underlying unvested PSUs held by Ms. Jordan.
(6)Consists of 6,034 shares of common stock and 26,71518,625 shares of common stock underlying options that are exercisable within 60 days of March 11, 2021 and (ii) 158,977 shares of common stock held by The Rankin Irrevocable Trust.8,2024. Excludes 11,905102,819 shares underlying PSAsunvested RSUs and 80,000 shares underlying unvested PSUs held by Mr. Rankin.Hollander.
(12)Consists of 15,00016,675 shares of common stock and 18,00029,100 shares of common stock underlying options that are exercisable within 60 days of March 11, 2021.8, 2024.
(13)Consists of 16,5005,784 shares of common stock and 55,0009,562 shares of common stock underlying options that are exercisable within 60 days of March 11, 2021.8, 2024.
(14)Consists of 19,650 shares of common stock and 55,000 shares of common stock underlying options that are exercisable within 60 days of March 11, 2021.
(16)The indicated ownership is based on a Schedule 13G/A filed with the SEC by the reporting persons on February 9, 2024, reporting beneficial ownership as of December 29, 2023. According to the Schedule 13G/A, the reporting persons beneficially own a total of 11,939,076 shares of common stock held by Capital World Investors (“CWI”). CWI is a division of Capital Research and Management Company (“CRMC”), as well as its investment management subsidiaries and affiliates Capital Bank and Trust Company, Capital International, Inc., Capital International Limited, Capital International Sarl, Capital International K.K., Capital Group Private Client Services, Inc. and Capital Group Investment Management Private Limited (together with CRMC, the “investment management entities”). CWI's divisions of each of the investment management entities collectively provide investment management services under the name “Capital World Investors.” The address for CWI is 333 South Hope Street, 55th Floor, Los Angeles, California 90071.
(17)The indicated ownership is based on a Schedule 13G/A filed with the SEC by the reporting persons on February 9, 2024, reporting beneficial ownership as of December 31, 2023. According to the Schedule 13G/A, the reporting persons beneficially own a total of 5,825,881 shares of common stock held by GIC Private Limited ("GIC"(“GIC”) and its clients, the Government of Singapore ("GoS"(“GoS”) and the Monetary Authority of Singapore ("MAS"(“MAS”). Under the investment management agreement with GoS, GIC has been given the sole discretion to exercise the voting rights attached to, and the disposition of, any shares managed on behalf of GoS. As such, GIC has the sole power to vote and power to dispose of the 3,598,0023,633,067 securities beneficially owned by it. GIC shares power to vote and dispose of 232,9492,192,814 securities beneficially owned by it with MAS. The address for GIC Private Limited is 168 Robinson Road, #37-01 Capital Tower, Singapore 068912.
(18)The indicated ownership is based on a Schedule 13G13G/A filed with the SEC by the reporting persons on January 29, 2021,25, 2024, reporting beneficial ownership as of December 31, 2020.2023. According to the Schedule 13G,13G/A, the reporting persons beneficially own a total of 4,067,0427,453,371 shares of common stock held by JPMorgan Chase & Co.BlackRock, Inc. and its wholly owned subsidiaries JPMorgan Chase Bank,subsidiaries: Aperio Group, LLC, BlackRock Advisors, LLC, BlackRock (Netherlands) B.V., BlackRock Institutional Trust Company, National Association, J.P. MorganBlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., BlackRock Japan Co., Ltd., BlackRock Asset Management Schweiz AG, BlackRock Investment Management, Inc., J.P. Morgan AssetLLC, BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada Limited, BlackRock Investment Management (Australia) Limited, BlackRock Fund Advisors and J.P. Morgan Securities LLC.BlackRock Fund Managers Ltd. The address for each of the foregoing persons and entities is 383 Madison Avenue,50 Hudson Yards, New York, NY 10179.10001.
(19)The indicated ownership is based on a Schedule 13D/A filed with the SEC by the reporting persons on October 24, 2023, reporting beneficial ownership as of October 17, 2023. According to the Schedule 13D/A, the reporting persons beneficially own a total of 6,550,800
(20)The indicated ownership is based on a Schedule 13G filed with the SEC by the reporting persons on February 5, 2021,6, 2024, reporting beneficial ownership as of December 31, 2020.2023. According to the Schedule 13G, the reporting persons beneficially own a total of 5,012,3526,108,277 shares of common stock held by BlackRock,Franklin Resources Inc., Charles B. Johnson, Rupert H. Johnson Jr., Fiduciary Trust International, LLC, Franklin Advisers, Inc. and its subsidiaries BlackRock Advisors, LLC, BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada Limited, BlackRock Asset Management Ireland Limited, BlackRock (Netherlands) B.V., BlackRock Financial Management Inc., BlackRock Asset Management Schweiz AG, BlackRock Fund Advisors, BlackRock InstitutionalFiduciary Trust Company N.A., BlackRock Investment Management,International. Fiduciary Trust International, LLC BlackRock Life Limited, BlackRock Investment Management (Australia) Limited,has sole power to vote 3,299 shares, sole power to dispose and BlackRock Fund Managers Ltd.3,299 shares. Franklin Advisers, Inc. has sole power to vote 6,064,378 shares and sole power to dispose 6,064,378 shares. Fiduciary Trust Company International has sole power to 40,600 shares and sole power to dispose 40,600 shares. The address for each of the foregoing persons and entities is 55 East 52nd Street, New York, NY 10055.
One Franklin Parkway, San Mateo, CA 94403.
EQUITY COMPENSATION PLAN INFORMATION
The following table provides certain information with respect to our equity compensation plans in effect as of December 31, 2020.2023.
| Plan Category | Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted-average exercise price of outstanding options, warrants and rights (b)(1) | Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Equity compensation plans approved by security holders: | Equity compensation plans approved by security holders: | (2) | 4,643,213 | $ | 19.76 | 2,075,801 | (3) | ||||||||||||||||||||||||||||||||||||||||||||||
| Equity compensation plans approved by security holders: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity compensation plans approved by security holders: | 3,602,355 | (2) | 20.14 | 6,118,930 | (3) | ||||||||||||||||||||||||||||||||||||||||||||||||
Equity compensation plans not approved by security holders: | Equity compensation plans not approved by security holders: | 1,073,531 | (4) | $ | 14.19 | 501,488 | (5) | Equity compensation plans not approved by security holders: | 230,995 | (4) | (4) | 13.70 | 1,080,457 | 1,080,457 | (5) | (5) | |||||||||||||||||||||||||||||||||||||
| Total | Total | 5,716,744 | $ | 18.72 | 967,489 | ||||||||||||||||||||||||||||||||||||||||||||||||
(1)The weighted average exercise price excludes RSAs, RSUs, PSAs and PSUs, which have no exercise price.
(2)Includes securities3,592,355 and 10,000 shares of common stock issuable pursuant to outstanding stock options under the 2002 Equity Incentive2014 Plan and the 2012 Equity Incentive Plan, the 2014 Equity Incentive Plan (the "2014 Plan") and the 2014 ESPP.respectively.
(3)Includes (i) 466,0014,457,206 shares of common stock available for issuance under our 2014 Plan and (ii) 1,609,8001,661,724 shares of common stock available for issuance under our 2014 ESPP. The number of shares of our common stock reserved for issuance under the 2014 Plan automatically increases on January 1 of each year, starting on January 1, 2015 and continuing through January 1, 2024, by 4% of the total number of shares of our common stock outstanding on December 31 of the preceding calendar year, or such lesser number of shares of common stock as determined by our Board. The maximum number of shares that may be issued pursuant to the exercise of incentive stock options under the 2014 Plan is 2,000,000 shares. The number of shares of our common stock reserved under the 2014 ESPP for issuance automatically increases on January 1st each year, starting January 1, 2015 and continuing through January 1, 2024, in an amount equal to the lower of (i) 1% of the total number of shares of our common stock outstanding on December 31 of the preceding calendar year, and (ii) 300,000 shares of common stock, or such lesser number of shares of common stock as determined by our Board. If a purchase right granted under our 2014 ESPP terminates without having been exercised, the shares of our common stock not purchased under such purchase right will be available for issuance under our 2014 ESPP.
(4)Includes 488,666 securities122,000 of common stock issuable pursuant to outstanding stock options under our 2014 Inducement Plan adopted exclusively for grants of awards to individuals that were not previously our employees or directors, as an inducement material to the individual’s entry into employment with us within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules. The terms and conditions of the 2014 Inducement Plan and the equity awards to be granted thereunder are substantially similar to the 2014 Plan. Plan, each of which are describe in Note 11 – Stock-based Compensation of our Consolidated Financial Statement included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Includes 584,865 securities108,995 shares of common stock issuable pursuant to outstanding stock options (withwith a weighted-average exercise price of $2.32$2.07 under the Hint, Inc. 2017 Equity Incentive Plan (the “HintMD Plan”) and assumed by the Company pursuant to the acquisition of all of the issued and outsanding shares of HintMD Acquisition (as defined below)(the “HintMD Acquisition”), which awards if cancelled, will not be reissued.
(5)Includes 501,488Consists of 1,080,457 shares of common stock available for issuance under our 2014 Inducement Plan.
DELINQUENT SECTION 16(a) REPORTS
Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than ten percent of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of our Company.
To the best of our knowledge, based solely on a review of the copies of such reports filed with the SEC and written representations that no other reports were required, during the fiscal year ended December 31, 2020,2023, all of our officers, directors and greater than ten percent beneficial owners complied with all Section 16(a) filing requirements applicable to them, except for the following forms, which were inadvertently filed late: a Form 4 for Mr. Foley was filed on October 15, 2020 for a July 23, 2020 transaction and a Form 4 for each of Mr. Foley, Mr. Schilke, Mr. Sjuts and Mr. Sjuts wasMoxie were filed on December 22, 2020May 16, 2023 for a December 15, 2020February 2, 2022 transaction.
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TRANSACTIONS WITH RELATED PERSONS
Related-Person Transactions Policy and Procedures
All transactions between us and our officers, directors, principal stockholders and their affiliates are subject to approval by the Audit Committee, or a similar committee consisting of entirely independent directors, according to the terms of our written Related-Person Transactions Policy and Code of Conduct. For purposes of our Related-Person Transactions Policy, only, a “related-person transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which wethe Company or any of its subsidiaries is or will be a participant and any “related person” are, werehas or will be participants involving an amount that exceeds $100,000. Transactions involving compensation for services provided to the Company as an employee, consultanthave direct or director are not considered related-person transactions under the policy. A transaction, arrangement or relationshipindirect material interest in which the aggregate amount involved will or may be expected to exceed $120,000 in any fiscal year (including any transactions requiring disclosure under Item 404 of Regulation S-K). This also includes any material amendment or modification to an existing related person transaction. A related person's interest in a related person’s participationtransaction or arrangement shall be presumed to be material unless it is solely dueclearly immaterial in nature or magnitude, is considered to their position as a directorimmaterial under Item 404 of an entity that is participatingRegulation S-K, or has been determined in such transaction, arrangement or relationship is not considered a related-person transaction underaccordance with the policy.Related-Person Transactions Policy to be immaterial. A “related person” is any executive officer, director, director nominee or more than five percent stockholder of our Company, including any of their immediate family members, and any entity owned or controlled by such persons.
The policy requires that, in determining whether to approve, ratify or reject a related-person transaction, the Audit Committee consider, in light of known circumstances, whether the transaction is in, or is not inconsistentconsistent with, the best interests of our Company and our stockholders, as the Audit Committee determines in the good faith exercise of its discretion. Under the policy, any related-person transaction, if not a related-person transaction when originally consummated, or if not initially identified as a related-person transaction prior to consummation, shall be submitted to the Audit Committee for review and ratification in accordance with the approval policies as set forth in the Related-Person Transactions Policy as soon as reasonably practicable. The Audit Committee shall consider whether to ratify and continue, amend and ratify, or terminate and rescind such related-person transaction.
Certain Related-Person Transactions
Except for the following in connection with the HintMD Acquisition,employment of Mr. Foley’s son, there have been no transactions since January 1, 20202023 in which (i) Revance has been a participant, (ii) the amount involved exceeded or will exceed $120,000 and (iii) any of Revance’s directors, director nominees, executive officers or holders of more than five percent of Revance’s capital stock, or any member of their immediate family or person sharing their household had, or will have, a direct or indirect material interest, other than compensation arrangements which are described under “Executive Compensation.”
Indemnification Agreements. We have entered, or willUpon formal engagement, we enter into an indemnification agreement with each of our directors and executive officers which provides, among other things, that we will indemnify such officer or director, under the circumstances and to the extent provided for therein, for expenses, damages, judgments, fines and
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settlements he or she may be required to pay in actions or proceedings which he or she is or may be made a party by reason of his or her position as a director, officer or other agent of the Company. The indemnification agreements and our certificate of incorporation and bylaws require us to indemnify our directors and officers to the fullest extent permitted by Delaware law.
HOUSEHOLDING OF PROXY MATERIALS
The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for Notices of Internet Availability of Proxy Materials or other Annual Meeting materials with respect to two or more stockholders sharing the same address by delivering a single Notice of Internet Availability of Proxy Materials or other Annual Meeting materials addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.
This year, a number of brokers with account holders who are Revance stockholders will be “householding” our proxy materials. A single Notice of Internet Availability of Proxy Materials or other Annual Meeting materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate Notice of Internet Availability of Proxy Materials or other Annual Meeting materials, please notify the Company or your broker.broker by written or oral request and such separate copies will be delivered promptly. Direct your written request to Investor Relations, Revance Therapeutics, Inc., 7555 Gateway Blvd., Newark, CA 945601222 Demonbreun Street, Suite 2000, Nashville, Tennessee, 37203 or contactoral request to Investor Relations at (626) 589-1007.(510) 279-6886. Stockholders who currently receive multiple copies of the Notices of Internet Availability of Proxy Materials at their addresses and would like to request “householding” of their communications should contact their brokers.
LEGAL MATTERS
Forward-Looking Statements
This proxy statementProxy Statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.Act. All statements other than statements of historical facts contained herein are forward-looking statements. The words “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing” and similar expressions that convey uncertainty of future events or outcomes are intended to identify forward-looking statements. In addition, any statements that refer to our financial outlook, or projected performance; projected processing volume;performance, expected expense decrease, expected revenue increase, cash flow breakeven and positive Adjusted EBITDA; our ability to drive value and increase market share; our blockbuster potential; our commercial success; our market opportunity; our ability to disrupt the market; our strategic partnerships with Fosun and Viatris; our 2024 strategic priorities; our environmental, social and governance initiatives;initiatives and plans; our anticipated growth; trends in markets relevant to our business; future products; our expected cash runway;the launch of DAXXIFY for the treatment of cervical dystonia; our future responsesexecutive compensation and governance strategy and plans; our plans to remove the evergreen provision in our future equity incentive plan; our cybersecurity and data governance program and plans; our plans regarding the effects of the COVID-19 pandemic;Fintech Platform; our ability to obtain, the process for and the timing relating to, regulatory submissions and approvals with respect to our drug product candidates, includingapproval with respect to the anticipated approvalPCI manufacturing facility; the potential benefits of DaxibotulinumtoxinA for Injection for the treatment of glabellar lines; development of an “onabotulinumtoxinA biosimilar”, which would compete in the existing short-acting neuromodulator marketplace;our products; various purposes for which additional shares of our common stock may be used; and statements about our business strategy, timeline and other goals and market for our anticipated products, plans and prospects, including our commercialization plans;plans, timelines and potential benefits of our drug product candidates and our technologiesother goals are forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements are subject to a number of known and unknown risks, uncertainties and assumptions, including risks described in the section titled "Risk Factors"“Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on February 25, 2021.FY2023 10-K.Given these risks and uncertainties, you should not rely upon forward-looking statements as predictions of future events. These forward-looking statements represent our estimates and assumptions only as of the date of the document containing the applicable statement. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason to conform these statements to actual results or to changes in our expectations. You should read this proxy statementProxy Statement with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.
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Website References
Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated herein by reference and does not constitute a part of this proxy statement.Proxy Statement.
OTHER MATTERS
The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on such matters in accordance with their best judgment.
By Order of the Board
March 24, 202121, 2024
A copy of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020,2023, filed with the SEC on February 25, 2021,28, 2024, is available without charge upon written request to: Secretary, Revance Therapeutics, Inc., 7555 Gateway Blvd., Newark, CA 94560.1222 Demonbreun Street, Suite 2000, Nashville, Tennessee, 37203.
