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.
Executive Compensation
Revance’s executive compensation philosophy is to attract, motivate and retain top talent in a competitive industry and to deliver appropriate short- and long-term incentive payouts when outstanding performance results are achieved.
In the months following our lower than desired “say on pay” proposal results from the 2020 Annual Meeting of Stockholders, key members of our executive management engaged in direct, constructive dialogue with several of our large stockholders regarding our executive compensation programs and policies. Feedback from our stockholders during our comprehensive engagement efforts resulted in the following initial changes to executiveamortization, stock-based compensation and related disclosure in 2020extraordinary items such as restructuring and 2021:
•Increased Use of Performance Based Equity for NEOs. In 2021, 60% of our CEO’s target equity grants were performance based stock awards ("PSAs"), and 33% of our other named executive officer target equity grants were PSAs.
•Adopted Meaningful Stock Ownership Guidelines. We adopted stock ownership guidelines in July 2020 for all Section 16 officers and the Board. These guidelines call for the achievement and maintenance of equity ownership within 5 years from the adoption of these guidelines for the following total values: 3X base salary for the CEO; 1X base salary for all other officers and 3X annual cash retainers for independent directors.
•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.
•Enhanced Incentive Compensation Program Disclosure. Effective for fiscal year 2020 executive compensation decisions, the company is committed to providing enhanced detail regarding the incentive goals, payout opportunities and corresponding final payouts under the short- and long-term incentive programs.
As parthas already been completed as of the Boarddate of this letter.
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.
Board Structure and Composition
Turning to Board composition, we recognized the need for more diversity in the boardroom. As such, in March 2021, we appointed two new independent directors, both of whom are women with unique experiences that expand the skill set of the Board. Following these appointments, of our currently serving 11 members, seven are men and four are women. These appointments were enabled by our new director tenure policy, adopted in October 2020, which aims to increase diversity of the Board and to align Board experience with the evolution of the business. In connection with the director tenure policy, two of our long-standing directors, Dr. Phyllis Gardner and Robert Byrnes are retiring from the Board and will not stand for re-election at the 2021 Annual Meeting of Stockholders. Mr. Byrnes and Dr. Gardner have been instrumental in Revance’s success and we congratulate them for their service.
Environmental, Social, Governance ("ESG")
Consistent with stockholder feedback, we are advancing our position on ESG topics to further align with the needs of our evolving stakeholders. In 2020, Revance made a formal commitment to operating sustainably and responsibly and created an ESG working group led by our Head of Investor Relations and ESG, and consisting of representatives from various internal departments as well as an external advisor to identify and assess ESG factors that are material to our business. As a first step, we published our inaugural ESG report, which was guided by the Sustainability Accounting Standards Board framework. The report outlined our ESG and corporate citizenship priorities including: building a great culture, creating access to healthcare and leading with business ethics, compliance and strong governance. We encourage you to read the report on our website. As part of our ESG initiatives, Revance also formed a Diversity and Inclusion Committee to develop a comprehensive program to promote inclusivity and racial equality within the company and in the broader community.
The Nominating and Corporate Governance Committee oversees the company’s ESG strategy and initiatives and works with investor relations on stockholder outreach to receive feedback on our ESG programs. The Board is committed to Revance’s ESG journey and will continue to work with the management team to create long-term value for all stakeholders.
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.
(5)To conduct anysuch other business as may properly broughtcome before the meeting or any adjournment thereof.
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 |
President and Chief Executive Officer |
Nashville, Tennessee |
March 24, 202121, 2024 |
| | |
You are cordially invited to attend the meeting virtually. Whether or not you expect to attend the meeting virtually via live audio-only webcast, please complete, date, sign and return the proxy card sent to you, or vote over the telephone or the Internet as instructed in these materials, as promptly as possible in order to ensure your representation at the meeting. Even if you have voted by proxy, you may still vote electronically during the meeting. Please note, however, that if your shares are held of record by a broker, or other agent and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder. |
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 | | Page | Our Board’s Recommendation |
1. Election of Directors | | | | FOR all nominees |
2. Ratification of the selection of PricewaterhouseCoopers LLP ("PwC"(“PwC”) as Independent Registered Public Accounting Firm for Fiscal Year 20212024 | | | | FOR |
3. Approval of, on an advisory basis, the compensation of our named executive officersNEOs | | | | FOR |
4. Approval of an amendment to our Charter to increase the number of authorized shares of our common stock from 95,000,000 to 190,000,000 shares | | | | 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.
2020 Company Performance Highlights
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;
•Completed the acquisition of Hint, Inc. (d/b/a HintMD), which provided a fintech platform for aesthetic practices (the "HintMD platform") and expanded our aesthetic portfolio;
•Commercially launched the RHA®RHA® Collection of dermal fillers (collectively, our “Products”).
•Introduced new pricing and HintMD platform;
•Obtained biosimilar opt-in decisionprovider engagement strategy for DAXXIFY, which was informed by Viatris Inc. (formerly Mylan N.V.) (“Viatris”), which provided us withcustomer feedback and designed to position the opportunity to develop a biosimilar to the branded biologic product (onabotulinumtoxinA) marketed as BOTOX® (an “onabotulinumtoxinA biosimilar”), which would competefor broader adoption in the short-acting neuromodulator category;aesthetics market.
•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.
Corporate•Secured coverage for over 140 million commercial lives, including by 25 out of the top 30 payors in the U.S. for DAXXIFY® for the treatment of cervical dystonia as of February 28, 2024.
•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.
•Expanded our organization to over 470 employees through remote on-boarding to support commercial and manufacturing infrastructure;Corporate
•Announced the relocation of our headquarters to Nashville, which was effective January 1, 2021;
•Entered into an amended supply agreement with Ajinomoto Althea, Inc. dba Ajinomoto Bio-Pharma Services, which provided us with a dual supply source of DaxibotulinumtoxinA for Injection; and
•Completed a $287.5 million private placement of convertible senior notes and raisedRaised net proceeds of $68.2$97.1 million, after underwriting discounts,sales agent commissions and other offering expenses undercosts, in connection with an underwritten offering of our common stock in March 2024.
•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.
awards in the form of PSAs (60% of target value for our CEO and 33% of target value for our other NEOs), refined the performance goals and lengthened the performance period to three years for such PSAs;
•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;
•Delivered approximately 87%88% of our NEO’s 20202023 total direct compensation, on average, to be ‘at-risk’ dependent on Company performancein the form of an annual performance bonus earned and equity incentive awards granted, as reported in the Summary Compensation Table;Table.
•Adopted meaningful stock ownership guidelines for executive officersIncluded people and non-employee directors;
•Engaged with our stockholders representing approximately 49% of our common stock following our 2020 say on pay advisory vote and made direct changes toD&I goals in our executive compensation program where appropriate as further described below in the section “Corporate Governance—Stockholder Engagement”;•Adopted an Executive Compensation Clawback Policy (the “Clawback Policy”) on performance-based cash and equity incentives;
•Revised our 2021 executive bonus program to include diversity and inclusion ("D&I") goals. For 2021, 10% of2023, the corporate goals on which our 2021 executive bonuses are based require meetingincluded a specific weighted category for the achievement of key people initiatives, which included goals relatingrelated to diversity in our recruiting efforts, implementing a company-wide mentoring program aimed at diversity initiatives and delivering company-wide educational forums focused on diversity;D&I.
•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;
•Adopted a 12-year director tenure policy in 2020,and committee performance evaluations, which is included in our Corporate Governance Guidelines;Guidelines and committee charters.
•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;
•Expanded our Board's risk oversight by adding ESG as a Nominating and Corporate Governance Committee responsibility in 2020 and increasing oversight over cybersecurity and information security matters through the Audit Committee in 2019;
•Conducted robust annual risk assessment of executive compensation program, policies and practices;Guidelines.
•Engaged in robust stockholder engagement program in connection with executive compensation and ESG initiatives;
•Published inaugural ESG report detailing commitments and efforts in building strong governance and sustainability;
•Committed to Board independence with seven independent directors of the nine continuing directors, with a 100% independent Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, Brand Strategy Committee and Science and Technology Committee;
•Held regular executive sessions at Board and committee meetings led by the Chairman and independent committee chairs;
•Committed to continuing to improve Board governance through annual Board and committee performance evaluations; and
•Continued to ensure Board and committees oversee the Company's annual business plan, corporate strategy, clinical development strategy and risk management.
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.
Ms. Ware brings deep experience in biotechnology, pharmaceutical drug development and commercialization and healthcare management. Ms. Kolaja has been a thought leader and executive in the financial services and payment industry for 25 years, helping businesses develop product strategy, optimize operations and drive growth.
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.
We believe that our continuing directors as a group have an appropriate mix of qualifications, attributes, skills and experience. The following table and graphics provide summary information about the qualifications, attributes, skills, diversity and experience of our continuing directors.directors, including our 2024 director nominees.
| | | | | | | | | | | | | | | | | | | | |
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 | —— |
*Mr. Byrnes, the current Chair of the Compensation Committee andOur Board has established 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, adoptedwhich provides that directors reaching 12 years of service will be evaluated by the full Board in 2020. Effective aswith the expectation of stepping down. In certain circumstances, a majority vote of the dateindependent 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 Annual Meeting, committee compositionexpectation that they will change as follows: Ms. Beraudstep down unless a majority vote of independent directors determines they should continue to serve for an additional 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 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.evaluate at that time whether to extend his service.
| | | | | | | | | | | | | | | | | | | | |
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
| | | | | | | | | | | | | | | | | |
| Age | | | Director Backgrounds, Experience and Diversity | |
| | | | | | | | | | | | | | | | | |
| •40sIdentify as Gender Diverse - 3 Directors •Identify as Ethnically Diverse - 2 Directors | | | •60s - 5 Directors •50s - 1 Director •60s - 63 Directors
| | | •Gender or Ethnic Diversity - 4 Directors
| |
| | | | | | | | | | | | | | | | | |
| •Independent - 7 Directors •Not Independent - 2 Directors
| | | •Under 2 years - 5 Directors1 Director
•2-5 years - 2 Directors •5+ years - 25 Directors | | | •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 |
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Director Skills Matrix |
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| 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 |
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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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Director Skills Matrix |
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| Senior Leadership Experience – serving in a senior leadership role at another organization and experience with human capital management
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| Financial and Accounting – knowledge of the financial markets, corporate finance, accounting regulations, and accounting and financial reporting processes
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| Biotechnology/Life Science – experience in or with the biotechnology, life sciences and/or pharmaceutical industries, including experience in the clinical development of pharmaceutical products
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| Commercialization – experience executing corporate commercial and/or marketing strategies and initiatives
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| Strategic Experience – oversight of management’s development and implementation of strategic priorities
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| Aesthetics Experience – experience within the medical aesthetics or beauty industry
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| Financial Technology Innovation – experience managing technological change and driving technological innovation relevant to the financial technology and payment processing industries
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| Risk Oversight and Risk Management – experience with and oversight over security and risk management
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| Manufacturing and Supply Chain – experience overseeing manufacturing operations or experience in supply chain management with respect to pharmaceutical products
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| 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
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A. Russell | l | l | l | l | l | | | l | l | l |
J. Gangolli | l | l | l | l | l | l | | l | l | l |
O. Ware | 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 |
P. Vickers | l | l | l | l | l | | | l | l | l |
J. Beraud | l | l | | l | l | l | | | | l |
C. Kolaja | l | l | | l | l | | l | l | | |
A. Rankin | l | | | l | l | l | l | l | | |
TABLE OF CONTENTS
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.
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
•Approval of an amendment to our Charter to increase the number of authorized shares of our common stock from 95,000,000 to 190,000,000 shares.officers.
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
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.
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). For Proposal 1 (Election of authorized shares of our common stock (Proposal 4);
For Proposal 1 (election of directors)Directors), withhold votes and broker non-votes have no effect and will not be counted towards the number of shares voted
“For”.“For.” For
Proposal 2 (ratification (Ratification of auditors)Auditors), abstentions (and broker non-votes, if any) will be counted towards the vote total and will have the same effect as “Against” votes. For Proposal 3 (advisory vote (Advisory Vote on executive compensation),Executive Compensation) abstentions will be counted towards the vote total and will have the same effect as “Against” votes, while broker non-votes will have no effect. For Proposal
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:
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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. |
Proposal 4 | | The affirmative vote of a majority of the outstanding shares of our common stock entitled to vote on the 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.
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.
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:
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Senior Leadership Experience | Financial and Accounting | Biotechnology/Life Science | | | | | | | | | Commercialization |
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Senior LeadershipAesthetic Experience | Information Technology/Cybersecurity Experience | Financial and Accounting | Biotechnology/Life Science | Commercialization | Strategic Experience |
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Aesthetic Experience | Financial Technology Innovation | Risk Oversight and Risk Management | Manufacturing and Supply Chain |
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Governance/Public Company
Board Experience | Human Capital Management | Therapeutics Experience | International Experience |
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20212024 Director Nominees and Continuing Directors |
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Name | Age | Title | Class and Year Term Ending |
Angus C. Russell | 6568 | Chairman of the Board | Class I (Term Ending 20242027 if elected at the Annual Meeting)1 |
Julian S. Gangolli | 6366 | Director | Class I (Term Ending 20242027 if elected at the Annual Meeting) |
Olivia C. Ware | 6467 | Director | Class I (Term Ending 20242027 if elected at the Annual Meeting) |
Mark J. Foley | 5458 | President, CEO and Director | Class II (Term Ending 2022)2025) |
ChrisChristian W. Nolet | 6467 | Director | Class II (Term Ending 2022)2025) |
Philip J. VickersJill Beraud | 6063 | Director | Class II (Term Ending 2022) |
Jill Beraud | 60 | Director | Class III (Term Ending 2023)2026) |
Carey O'Connor Kolaja | 4851 | Director | Class III (Term Ending 2023)2026) |
Aubrey RankinVlad Coric, M.D. | 4553 | President, Innovation & Technology and Director | Class III (Term Ending 2023)2026) |
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 |
| Angus C. Russell has served as a directorMr. Russell’s executive leadership and Chairman ofcorporate financial experience at Shire plc and AstraZeneca plc, pharmaceutical and biologics companies, provides the Board of our Company since March 2014.with expertise in corporate strategy, risk management and pharmaceutical operations. While at Shire plc, Mr. Russell was Chief Executive Officeroversaw the development, supply chain management and commercialization of several pharmaceutical products on a global scale, including through acquisition, collaboration and in-licensing opportunities. In Mr. Russell’s time as the CEO of Shire plc, (“Shire”), a biopharmaceuticalthe company focused onintroduced several new products, grew revenues over 50% and increased its market capitalization to $17.5 billion.
His experience at Shire plc and other public pharmaceutical companies provide invaluable insights that will support the development of therapiesCompany as it aims to grow its market share and develop and commercialize DAXXIFY for the treatment of rarecurrent and specialty conditions, from June 2008 until April 2013,potential additional indications, domestically and a member of its board of directors from 1999 until 2013. From December 1999 to June 2008, Mr. Russell served as Chief Financial Officer of Shire. Prior to joining Shire, Mr. Russell served at AstraZeneca plc, a pharmaceuticalinternationally, and biologics company, most recently as VP of Corporate Finance.evaluate partnerships and other strategic opportunities and further develop existing partnerships. In addition, Mr. Russell has served on the board of directors at Mallinckrodt plc, a pharmaceuticals company, since August 2014, Lineage Cell Therapeutics, Inc. (formerly known as BioTime, Inc.), a biotechnology company, since December 2014 and TherapeuticsMD, Inc., a pharmaceutical company, since March 2015.
Director Qualifications: Mr. Russell was nominated for election due to his leadership experience, financial expertise, experience at multiple public pharmaceutical companiescompany boards, which provides us with a broader industry view of risk oversight and his expertise in the development and commercialization of specialty pharmaceutical products.
Key Skills: governance considerations. |
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Former CEO of Shire plcIndependent Director since 2014
Director Since: 2014
Committee Memberships: •
Compensation Committee (member since February 2018) •
Nominating and Corporate Governance Committee (Chair)- Chair (member since May 2014) |
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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)
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Key Skills |
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Julian S. Gangolli |
| Julian S.Mr. Gangollihas served as a director since July 2016. From May 2015 brings extensive commercial development experience to April 2019, he servedthe Board. Mr. Gangolli led GW Pharmaceuticals as President, North America of GW Pharmaceuticals Inc., and President of Greenwich Biosciences, Inc., the U.S. subsidiary of GW Pharmaceuticals Inc., spearheadingduring the buildout of the company'scompany’s U.S. commercial infrastructure in advance ofand spearheaded the potential launch offor its lead therapeutic candidate, Epidiolex® (cannabidiol or CBD), which is(the first cannabidiol medication approved by the FDA). The commercial success of Epidiole® in late-stage development for a numberthe U.S. led to the acquisition of child-onset epilepsy syndromes.GW Pharmaceuticals by Jazz Pharmaceuticals in 2021. While at Allergan, Mr. Gangolli also served aswas a member of the boardExecutive Committee and was responsible for a 1,400-person commercial operation with sales exceeding $3.8 billion in 2014. As a member of directorsAllergan’s Executive Committee, he served on the leadership team that executed a number of strategic licensing and M&A initiatives. In this role he also assisted in the defense of the company from a hostile takeover attempt and the subsequent sale of Allergan to Actavis plc. Mr. Gangolli currently serves as the Chair of the Nominating & Corporate Governance Committee of Krystal Biotech, in addition to serving on its Audit and Compensation Committees, and serves on the Audit and Executive Committees of Outlook Therapeutics.
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.
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Independent Director since 2016
Committee Memberships
Audit Committee (member since July 2016)
Brand Strategy Committee (member since October 2019) |
Positions GW Pharmaceuticals Inc. from July 2015 to March 2017. Prior to joining GW Pharmaceuticals •President, North America (2015 – 2019)
Allergan Inc., Mr. Gangolli served as •President, of the North American Pharmaceutical division of Allergan Inc. for 11 years. Prior to that, he served as Pharmaceuticals Division (2004 – 2015) •Senior Vice President, U.S. Eye Care at Allergan. Prior to Allergan, Mr. Gangolli served in sales and marketing positions(1998 - 2004)
Other Roles at VIVUS, Inc., Syntex Pharmaceuticals, Inc., and Ortho-Cilag Pharmaceuticals Ltd in the United Kingdom. Mr. Gangolli currently serves as a member of the board of directors of
| Current Public Company Directorships Krystal Biotech, Inc. and a commercial-stage biotechnology company (March 2019 – present)
Outlook Therapeutics, Inc.a late clinical-stage biopharmaceutical company (April 2020 – present)
Director Qualifications: Mr. Gangolli was nominated for election due to his operating experience in the
Other Public Company Board Experience GW Pharmaceuticals, a commercial-stage biopharmaceutical industry, experience at multiple public pharmaceutical companies and his expertise in the development and commercialization of aesthetic and therapeutic pharmaceutical products.company (July 2015 – March 2017)
Key Skills:
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Former President, North America of GW Pharmaceuticals Inc.
Director Since: 2016
Committee Memberships:
•Audit Committee
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Olivia C. Ware |
| Olivia C. Ware has served as a director of our Company since March 2021. Ms. Ware has more thanbrings over 20 years of experience in biotech and pharmaceutical drug development commercialization and healthcare management. From November 2019commercialization. She brings unique perspectives to March 2021, Ms. Ware servedthe Board as she has overseen pharmaceutical drug development at all stages of the Senior Vice President, BTK Franchise Head at Principia Biopharma Inc., which was acquired by Sanofi S.A. in 2020, where she was responsible for developing overall portfolio strategy for the company’s three BTKi molecules. From 2018 to 2019, Ms. Ware served as Senior Vice President, U.S. Marketprocess, beginning with late-stage research through drug development and Franchise Development at Proteus Digital Health, Inc. From 2011 to 2018, Ms. Ware worked in a number of public and private biopharma firms as a private consultant. From 2016 to 2017, Ms. Ware was the Chief Commercial Officer at CytRx, Inc. From 1997 to 2010, Ms. Ware worked at Genentech, Inc. in a variety of roles of increasing responsibility in commercial, team leadership and product development. During her time at Genentech,commercialization. Ms. Ware played a keyan integral role in in the launch of several commercial drug products,oncology drugs, including Rituxan®, Herceptin® and Avastin®. During her time at Principia Biohparma, Ms. Ware was responsible for the company’s overall portfolio strategy for its three BTKi molecules and also developed and managed the company’s portfolio valuation model to support board decision making with regards to overall portfolio valuation and investment decisions. As the Senior Director of Avastin® marketing at Genentech, Ms. Ware was responsible for all launch marketing activities, during which Avastin® achieved over $1 billion in net sales during the first full year on the market. During her career, Ms. Ware also oversaw the strategic planning and execution activities related to the expansion of the marketed indications for Rituxan®, Herceptin®, Avastin® and Lucentis®,.
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 Head of Oncology Team Leadership was responsible for molecule, diseasethe Company seeks to expand its therapeutic offerings and platform strategic plans and oncology portfolio management. Ms. Ware holds an A.B. in Psychology from Davidson College and an M.B.A. in Finance and Marketing from the University of North Carolina at Chapel Hill.optimize its aesthetics commercialization.
Director Qualifications: Ms. Ware was nominated for election to our Board due to her extensive leadership experience in pharmaceutical development and commercializing drug products at multiple pharmaceutical companies.
Key Skills:
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Former SVP, BTK Franchise Head at Principia Biopharma Inc.Independent Director since 2021
Director Since: 2021
Committee Memberships(as of the date of the Annual Meeting): •
Nominating and Corporate Governance Committee (member since May 2021) |
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Positions •Science & Technology CommitteePrincipia Biopharma
•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)
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Mark J. Foley |
| Mark J. Foleyhas served as a director of our Company since September 2017, and as our President and Chief Executive Officer since October 2019. Mr. Foley has more than 25thirty years of leadership, commercial, operational, business development and investment experience in the healthcare, arena. Previously, Mr. Foley was Chairman, President and CEO14 years of which have been in aesthetics. His prior experience includes ZELTIQ Aesthetics, Inc. ("ZELTIQ"), a manufacturer of medical devices for cryolipolysis procedures, serving from 2012 through the company’s acquisition in 2017(acquired by Allergan plc. Additionally, Mr. Foley served as a Managing Director atInc.), RWI Ventures, a technology and life sciences venture capital fund, from 2004 through 2018. Prior to ZELTIQ, Mr. Foley held a variety of senior operating roles in large public companies and venture-backed startups, including U.S. Surgical Corporation, Guidant Corporation, Devices for Vascular Intervention (acquired by Eli Lilly & Co.), Perclose (acquired by Abbott Laboratories) and Ventrica (acquired by Medtronic PLC) where he was. Mr. Foley’s tenure as CEO of ZELTIQ Aesthetics, Inc., a medical device company that developed non-invasive procedures for the founder and CEO.reduction of unwanted fat, culminated in the acquisition of the company by Allergan for $2.5 billion in 2017, which created significant value for shareholders. Mr. Foley currently servesalso has served on the boarda number of directors forother public companies Glaukos Corp. and SI-BONE, Inc.,private company boards, providing him with relevant and is a co-chair of the Aesthetics Innovation Summit.valuable experience as our Board discharges its duties.
We believe Mr. Foley received a Bacheloris the right leader to steer the Company into its next phase of Arts degree fromgrowth as the UniversityCompany seeks to expand its market opportunity due to the breadth of Notre Dame. Director Qualifications: Our Board believes that Mr. Foley’s leadershiphis experience financial expertise, experience at multiple public pharmaceutical companies and his expertise with the development and commercialization in the aesthetics medical device, biotechnologyindustry, his prior executive leadership experiences in the healthcare space and financial technology industries make him qualifieddue to serve on our Board.his track record of delivering stockholder value.
Key Skills:
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Non- Independent Director since 2019
Independent Director 2017 - 2019
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Positions Revance Therapeutics, Inc. •Chief Executive Officer (October 2019 – present)
ZELTIQ Aesthetics •Chairman, President and CEO of Revance(2012 – 2017)
Director Since: 2017RWI Ventures
•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)
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Christian W. Nolet |
| Chris Nolet has served as a director of our Company since July 2019. Mr. Nolet brings invaluable experience to the Board as he has more than 40 years of experienceextensive expertise in various leadership roles in the audit services professionoperational matters and financial oversight in the life sciences industry. Most recently, Mr. Nolet was an auditserved as the West Region Life Sciences Industry Leader and a partner at Ernst & Young LLP (“EY”), a professional services firm, from November 2001 to June 2019. While at EY, he led the West EY Life Sciences Industry Group and served on both the Executive Committee and Finance Committee (Co-Chair) of the California Life Sciences Industry Association. He was also a member of the Finance & Investment Committee and Emerging Companies Section of BIO (the Biotechnology Innovation Organization). Prior to EY, Mr. Nolet spent more than twenty years at PricewaterhouseCoopers LLP, where he was a partner at PricewaterhouseCoopers LLP from 1991 to 2001.and led the North America West Life Sciences Industry Group. In both his professional practice as a CPA and subsequently serving on the boards of numerous public companies, Mr. Nolet holds a B.S.has experience in Accounting from San Diego State Universityassessing cyber risks and is a Certified Public Accountant (CPA - Retired) in California.strengthening IT environments against unwanted intrusions. Mr. Nolet currently serves on the board of directors of PolarityTE, Inc.has worked with both management teams and Ambrx Biopharma Inc. Mr. Nolet served on the board of directors of Viela Bio, Inc. until it was acquired in March 2021.
Director Qualifications: Our Board believes that outside advisors to help develop initiatives to create cost effective cyber defense controls.
Mr. Nolet’s experiencebackground provides the Board with multiplea deep understanding of financial, accounting and audit-related issues in the life sciences companies ranging from growing venture-capital backed startups to Fortune 100 companies, combined with his financial expertise as a former audit partner and California CPA (Retired), makesindustry, positioning him qualifiednot only to serve as Chair of our Audit Committee, but also to ensure those perspectives are incorporated into the Board’s evaluation of important strategic decisions. Mr. Nolet’s CPA experience and service on our Board.
Key Skills:
multiple public company boards strengthens the Board’s capital structure and allocation, financing strategy and financial and cyber risk management expertise.
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Former Partner, EYIndependent Director since 2019
Director Since: 2019
Committee Memberships: •
Audit Committee (Chair)- Chair (member since July 2019) •
Nominating and Corporate Governance Committee (as of the date of the Annual Meeting)(member since May 2021)
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)
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Jill Beraud |
| Philip J. Vickers, Ph.D. has served as a director of our Company since February 2015. Dr. VickersMs. Beraud has over 25 years of extensive marketing, social media and consumer branding experience with multi-billion-dollar brands and start-ups in the pharmaceutical industry. Since January 2021, heapparel and consumer goods industries. Ms. Beraud has been serving as President and Chief Executive Officer and a member of the board of directors of Faze Medicines. From 2017 to 2021, Dr. Vickers was the Chief Executive Officer of Northern Biologics Inc. From 2011 until June 2017, Dr. Vickers served as Global Head of Research and Development and a member of the Executive Committee of Shire. Under Dr. Vickers’ leadership, Shire’s pipeline had approximately 40 programs in clinical development in the areas of Genetic Disease, GI disease, Hematology, Immunology, Neuroscience, Ophthalmology and Oncology. Prior to Shire, Dr. Vickers held positions of increasing responsibility in Research and Development at Merck & Co., Inc., Pfizer Inc., Boehringer-Ingelheim and Resolvyx Pharmaceuticals, Inc. Dr. Vickers currently serves on the board of directors of AVROBIO, Inc. Dr. Vickers obtained his Ph.D. in Biochemistry from the University of Toronto, which was followed by postdoctoral research in mechanisms of multidrug resistance in breast cancer at the National Cancer Institute in Bethesda, Maryland.
Director Qualifications: Our Board believes that Dr. Vickers' experience at multiple pharmaceutical companies and his expertise in the research, development and commercialization of pharmaceutical products make him qualified to serve on our Board.
Key Skills:
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President and CEO, Faze Medicines
Director Since: 2015
Committee Memberships:
•Audit Committee (as of the date of the Annual Meeting)
•Science and Technology Committee (Chair)
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| Jill Beraudhas servedsuch as a director of our Company since June 2019. From August 2018 to December 2020, Ms. Beraud served as the Chief Executive Officer of Sh’nnong Beverage Company, a business creating a line of functional beverages. Ms. Beraud previously served as Chief Executive Officer of Seno Jewelry, L.L.C. (d/b/a Ippolita), a privately-held luxury jewelry company with distribution in high-end department stores, flagship and eCommerce, from October 2015 until September 2018. Prior to Ippolita, Ms. Beraud was Executive Vice President forPepsiCo, Tiffany & Co., with responsibility for its Global Retail OperationsStarbucks, Victoria’s Secret and oversightLiving Proof where she supported company growth through brand building, consumer marketing and strategic and organizational leadership. During her tenure as CEO of strategic store development and real estate from October 2014 until June 2015. Prior to Tiffany & Co.,IPPOLITA, a luxury fine jewelry company, Ms. Beraud servedwas responsible for establishing the company’s brand on a worldwide basis. While serving as Chief Executive OfficerCEO of Living Proof, Inc., a privately-heldbeauty company that uses advanced medical and materials technologies to createoffering hair care and skin products to consumers via retail outlets and aesthetic dermatologist offices, Ms. Beraud led the expansion of the company’s footprint to Europe, Asia-Pacific and Latin America.
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 products for women, from December 2011 toproviders and consumers, Ms. Beraud’s consumer branding experience provides critical perspective and insight.
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Independent Director since 2019
Committee Memberships
Brand Strategy Committee - Chair (member since October 2014. Prior to 2019)
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., Ms. Beraud served as •CEO (2011 – 2014)
PepsiCo •President, of Starbucks/Lipton Joint Ventures and& Chief Marketing Officer, of PepsiCo Americas Beverages from July 2009 to June 2011, and PepsiCo’s (2009 – 2011) •Global Chief Marketing Officer from December 2008 to July 2009. Before PepsiCo, Ms. Beraud spent 13 years at L. Brands, Inc. (formerly known as (2008 – 2009)
Limited Brands Inc.) in various roles, including •Victoria’s Secret, EVP/Chief Marketing Officer of(2007 – 2008) •EVP/COO Marketing (2005 – 2007) •EVP Marketing, Victoria’s Secret and Executive Vice President of Marketing for its broader portfolio of specialty brands, including Bath & Body Works, C.O. Bigelow, Express, Henri Bendel and Limited Stores. Ms. Beraud currently serves on the board of directors of Stores (1995 – 2005)
Current Public Company Directorships Levi Strauss & Co. Ms. Beraud served on the board of directors of New York & Company, Inc. (now known as RTW Retailwinds, Inc.) from May 2011 to June 2015. Director Qualifications: Our Board believes that Ms. Beraud's extensive marketing and consumer branding experience, as well as her extensive managerial and operational knowledge make her qualified to serve on our Board.
Key Skills:
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Former CEO of Sh'nnong Beverage Company
Director Since: 2019
Committee Memberships:
•Brand Strategy Committee (Chair)
•Compensation Committee (as of the date of the Annual Meeting)
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Carey O’Connor Kolaja |
| Carey O'Connor Kolaja has served as a director of our Company since March 2021. Ms. Kolaja has over 25 years of executive experience in the payments, cybersecurity and financial technology and paymentsservices industries. Since October 2020, Ms. Kolaja hascurrently serves as the CEO of Versapay, an accounts receivable software provider, and she previously served as the Chief Executive OfficerCEO of AU10TIX, a global ID verificationan automated identity intelligence and authentication platform. She initially joined AU10TIX in May 2019 as President and Chief Operating Officer. From November 2015 to April 2019,cyber fraud prevention company. Ms. Kolaja served as the Global Chief Product Officer ofalso held senior roles at Citi Fintech at Citigroup Inc. From November 2003 to October 2015, Ms. Kolaja served in various leadership capacities atand PayPal Holdings, Inc., including as Vice President, Global Consumer Products. During her time at Paypal, Ms. Kolajawhere she led international teams to design, deploy and operate global fintech and payments products.
Ms. Kolaja holdsbrings to the Board a B.S. indeep understanding of global cybersecurity and privacy regulations, such as Know Your Customer, Know Your Business, from Indiana University BloomingtonGeneral Data Protection Regulation (GDPR) and is a graduatethe California Consumer Privacy Act (CCPA). As the CEO of AU10TIX, Ms. Kolaja led the development of the executive programcompany’s serial fraud monitor, an advanced neural network-powered fraud and risk detection network designed to combat coordinated traffic-level attacks. During her time at Citi Fintech, Ms. Kolaja was instrumental in loss prevention initiatives through account monitoring, fraud management and innovative protection methods. Further, during her time at PayPal, Ms. Kolaja pioneered real-time risk detection and transaction-based decision making capabilities, setting new standards in financial security technology. Lastly, Ms. Kolaja delivered a TED Talk in 2014 highlighting the future of Stanford University.
Director Qualifications: Our Board believes that data usage in global safety and cybersecurity, showcasing a commitment to using data for a safer world.
Ms. Kolaja’s leadershipbackground in cybersecurity and digital technology provides valuable experience to the Board and the Audit Committee on the risks the Company faces as it develops its own services and solutions offerings, and operates in an increasingly digital world. Ms. Kolaja’s experience as a CEO and senior leader of multiple global companies offers the financial technologyBoard unique perspectives on talent management, strategic planning, business transformation and payment industries and in product development and business strategy makes her qualified to serve on our Board.international strategy.
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Independent Director since 2021 Key Skills:
Committee Memberships
Audit Committee (member since May 2023)
Brand Strategy Committee (member since May 2021) |
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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) |
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CEO of AU10TIX
Director Since: 2021
Committee Memberships (as of the date of the Annual Meeting):
•Compensation Committee
•Science and Technology Committee | | | | | | | | | | | |
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Vlad Coric, M.D. |
| Aubrey Rankin has served as a director of our CompanyDr. Coric brings extensive drug discovery, clinical development and leadership experience to the Board, underscored by his time as the President, Innovation & TechnologyCEO of Biohaven since 2020. Mr. Rankin is one2015. While at Biohaven, Dr. Coric led the company through its first FDA approval and the launch of the founders of HintMDNurtec® ODT (rimegepant; CGRP receptor antagonist), a medication to treat migraine attacks and served as Chief Executive Officer and a member of HintMD's board of directors from its inceptionprevent episodic migraine in September 2015 to July of 2020 when it was acquiredadults, an indication currently being explored by the Company. Our Board appointed Mr. Rankin as our President, Innovation & Technology,Company for DAXXIFY. As Biohaven’s CEO, Dr. Coric also secured approval for Nurtec ODT in Europe and asother major markets, filed a director of our Company in connection withnew drug application for a second drug candidate, and oversaw the acquisition of HintMD. Mr. Rankin previously servedBiohaven by Pfizer in May of 2022 for $13 billion in total consideration, which created significant shareholder value. Dr. Coric has also been involved in multiple other drug development programs, including Abilify® (aripiprazole; partial dopamine agonist), Opdivo® (nivolumab; anti-PD1), Yervoy® (Ipilimumab; anti-CTLA-4), Daklinza® (daclatasvir; NS5A inhibitor), and Sunvepra® (asunaprevir; NS3 inhibitor).
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 Vice President, Asia-Pacific,Company launches its therapeutics franchise with DAXXIFY for cervical dystonia and other potential future therapeutic indications, such as migraine. The Board also values Dr. Coric’s experience and insights as a leader of ZELTIQ, from August 2013 to August 2015. Prior toa company that he served as Managinghas successfully implemented a digital-centric operating and commercial model, and that has expanded into international markets through subsidiaries in Ireland and Asia-Pacific.
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Independent Director International, of Solta Medical, Inc., a manufacturer for energy-based medical device systems for aesthetic applications, from December 2010 to August 2013, and as Director, M&A Advisory Services, at PwC from March 2006 to December 2010. Mr. Rankin holds an M.B.A. in Finance and Management from Strayer University – Maryland, and a Bachelor of Science degree from Stellenbosch University.since 2023 Director Qualifications: Our Board believes that Mr. Rankin's experience leading HintMD and his extensive knowledge and experience in the financial technology and aesthetics industries make him qualified to serve on our Board.
Key Skills:
Committee Memberships
Compensation Committee (member since May 2023) |
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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
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President, Innovation and Technology, Revance
Director Since: 2020
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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
One of the Board’s key functionsWe believe risk oversight is informed oversight of the Company’s riskfundamental to our strategy to deliver sustainable, long-term value to our stockholders.While management process. The Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through various Board standing committees that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoringthe day-to-day management of the material risks we face, our Board maintains ultimate responsibility for the oversight of risk. Our Board, along with its committees monitor and assessing strategicassess our risk exposure, including a determination of the nature and level of risk appropriate for the Company.Company and ensuring risks are appropriately addressed and mitigated. The matrix below provides an overview of the key areas of risk oversight by our Board and committees. Our Audit, Brand Strategy, Compensation and Nominating and Corporate Governance committees are standing committees of the Board.
Areas of Board and Committee hasRisk Oversight
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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
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.
In 2020, the Board’s oversight of corporate strategy increased following the onset of the COVID-19 pandemic. The Board assessed the impact of the COVID-19 pandemic on all aspects of our business, in particular financial impacts, the effect of the pandemic on the agencies that regulate our business, including the FDA, measures taken to protect the health and safetymember of the Company’s employees, the continued operations of our clinical development programs and manufacturing function andmanagement that is principally responsible for overseeing the Company’s business continuity strategy.cybersecurity risk management program, whose team is responsible for leading company-wide cybersecurity strategy, policy, and processes while reporting directly to the Company's CFO. The Board applied this knowledgeVP of Information Technology has over twenty years of technology experience, during which his responsibilities have included technology operations, third-party assessments and risk management. The Company’s VP of Information Technology works closely with an external Chief Information Security Officer to provide advicevaluable perspectives and oversight to management as it worked towardindustry insights into evaluating cybersecurity threats. The Chief Information Security Officer has over twenty-five years of experience in cross-vertical security, software, and systems engineering. The Company’s VP of Information Technology also partners with other business leaders across the development ofCompany, including legal and enterprise risk & commercial compliance.
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 |
* Committee Chairperson18
(1)Mr. Byrnes, the current Chair of the Compensation Committee and | | | | | | | | | | | | | | | | | | | | | | | | | | |
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;
14
•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.
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
Mr. Julian S. Gangolli
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;
•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.
Compensation Committee Interlocks and Insider Participation
As noted above, during the year ended December 31, 2020, Mr. Byrnes, Dr. Gardner and Mr. Russell served on the Compensation Committee, with Mr. Byrnes serving as its chair. None of Mr. Byrnes, Dr. Gardner or Mr. Russell is currently or has been at any time one of our employees. None of our executive officers currently serves, or has served during the last year, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our Board or Compensation Committee.
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:
•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 annually with the CEO and other key members of management plans for succession to the offices of our executive officers and recommending to the Board the selection of individuals to succeed to these positions; and
•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.
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.
Scienceelected and Technology Committee
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:
•reviewing and advising the Board on the overall strategy, direction and effectiveness of our research and development programs and related investments, and our progress on achieving our long-term strategic research and development goals and objectives;
•identifying and providing the Board with the committee’s views on emerging science and technology issues and trends which are relevant to us and in alignment with our strategy and on areas that are important to the success of our research and development activities;
•reviewing and making recommendations to the Board and managementsigned questionnaire with respect to our clinical pipeline;
•assessingsuch nominee, and advisingsuch other representations and agreements required by the Board, from time to time, on the committee’s view of the overall quality and expertise of medical and scientific talent in our research and development organization;bylaws.
•assessing and advising the Board, from time to time, on the committee’s view of the quality and competitiveness of our research and development programs and technology initiatives from a scientific perspective, including associated risk profile;
•for any major external investments in research and development that require approval of the Board, assessing those opportunities and advising the Board of the committee’s view on the scientific, technical, and/or medical merit of the opportunity; and
•reviewing and assessing the committee’s own performance and the adequacy of its charter.
The Science and Technology Committee is currently composed of two directors: Dr. Vickers and Dr. Gardner, with Dr. Vickers serving as chair of the committee. Effective as of the Annual Meeting, Ms. Ware will join the Science and Technology Committee. The Board has adopted a Science and Technology Committee charter that is available to stockholders on our website at www.revance.com.
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.
As a result of the feedback we received fromWe engage with our stockholders we madeat least annually on topics including executive compensation, board composition, structure and oversight, human capital management and ESG as part of our efforts to align corporate governance with stockholder interests. Our Compensation and Nominating and Corporate Governance Committees evaluate our executive compensation program and corporate governance programs, respectively, with a number of enhancementsfocus on our transforming business needs and our stockholders’ views.
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. Our Compensation Committee will continue to evaluate our executive compensation program going forward in light of our stockholders views and our transforming business needs. Our Compensation Committee will continue to consider the outcome of our "say on pay" votes and our stockholders' views when making future compensation decisions for our NEOs. As part of our commitment to building strong corporate governance, we will continue to seek input from our stockholders on a variety of corporate governance and sustainability topics and other issues that may impact our business or reputation.
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.
In connection The Board has re-nominated Mr. Russell for a three-year term with the director tenure policy, Mr. Byrnes and Dr. Gardnerexpectation that he step down when he reaches 12 years of service in 2026, consistent with this policy. The Board will retire from the Board effective immediately priorevaluate at that time whether to the Annual Meeting. extend his service.
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.
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
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.
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
We believe ESG is core to every aspect ofAs our business matures and key to buildinggrows, we are focused on strategies that create long-term, sustainable value for all our stakeholders. Since we entered the commercial stageAn important component of our business in 2020,these efforts is our commitment to corporate responsibility and sustainability has never been greater. In January 2021, we publishedthe ongoing refinement of our inaugural ESG report, which was guided by the SASB framework to provide insights intobetter align with our approach on ESGcorporate strategy and to meet the needs of our stockholders and other vested parties evaluating the sustainability and future success of our Company.values.
Our ESG initiatives are shaped by our values and our promises to our stakeholders, with the aim to further increase our positive impact in the world through our people, products and services.
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.
Our Values
| | | | | |
| |
SPEED
If there is a way to do better, we find it fast.
We simplify, innovate, and implement fast. We
embrace the speed of decision-making.
| AUDACITY
We think big. We create futures designed
to disrupt the marketplace. We are willing
to take bold action to create our vision.
|
| |
GRIT
Perseverance, determination, and persistence.
We thrive on challenging tasks and always
aim to do the right thing. Obstacles do not
get in the way of our success.
| EMPATHY
We listen in ways that create understanding.
By assuming positive intent and offering
support, we respect others, encourage
collaboration and foster inclusiveness.
|
Our Promises
•CommitmentESG Steering Committee and our efforts to Physiciansaddress them. All ESG priority items identified relate to Social and Their Patients - health care providers and their patients demand something significantly better, and we are committed to delivering that;
•Commitment to Employees - we provide an inclusive, rewarding and engaging environment for employees to develop professionally and contributeGovernance matters. For additional information, please refer to our success; and
•Commitment to Stockholders - we strive to scale2022 ESG Report, which is found on the Corporate Governance page of our business to provide superior returns to our investors.company website.
Our key ESG priorities and the progress we have made to date are outlined below:
| | | | | |
ESG Priorities | | | | | 2023 Progress |
Priorities | Key Progress to DateSocial |
Cybersecurity | LeadingInitiatives- We have reinforced our data privacy and cybersecurity program through the completion of a privacy assessment and data governance assessment, which led to the establishment of the data governance committee. Our full Board and our Audit Committee are briefed on cyber security matters at least annually and quarterly, respectively, with business ethicsat least one Audit Committee meeting dedicated to cybersecurity matters annually.
Disclosure - We have also enhanced our disclosure related to the cybersecurity expertise of the Board and compliance Commitments to strong corporate governance, a comprehensive compliance program and ethical competitive business practices
| •Enhanced transparency through disclosures in our ESG report on compliance, clinical development, and business ethicshow the Company manages cybersecurity risk.
|
Human Capital | Building a great culture
CommitmentsInitiatives - We are committed to a safe, healthycreating an engaging, inclusive, and secure work environment, trainingdiverse workplace as we seek to attract and supporting employees, being an equal opportunity employer, D&I, fair compensation and social responsibility
| •Formed D&I committee, comprisedretain the human capital necessary to remain at the forefront of employees and led by our Senior Vice President, General Counsel & Corporate Secretary, with the mission to foster diversity, equality and belonging at our workplace
•Tiedinnovation. In 2023, we tied a portion of 2021our annual corporate goals, to which a portion of our corporate and executive bonus programbonuses are based, to achieving D&Ithe achievement of people goals,
•Enhanced which related to diversity and inclusion and employee engagement social responsibility and development. We have recently expanded employee resource groups, diverse hiring initiatives, and continued our focus on leadership development. Our people and culture initiatives enabled us to meet 100% of corporate citizenship through Company activities and community events
•Recognized as a Great Place to Work®people goals for the third consecutive yearyear.
|
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 2020 •Enhanced transparency through disclosuresthe manufacturing of DAXXIFY in our 2022 ESG report onReport, published in March 2023.
|
Governance |
Corporate Governance | Disclosure - This year, we expanded our disclosure of the Company’s environmental impact as well as its commitment to a safeBoard’s role in risk oversight and healthy work environment •Improved trainingthe Board evaluation process, and development opportunities for all employees, with an emphasis on driving D&I throughoutadded disclosure regarding the organization’s activitiesBoard’s evaluation of board structure related to attraction, retentionour staggered board. In addition, we have enhanced director biographies to better highlight their diverse skillsets and developmenthow their skills and experience align with our business strategy.
|
Executive Compensation | Solving unmet patient needsInitiatives - We have made meaningful progress in enhancing executive compensation and strengthening our corporate governance to align with innovation
Commitmentsstockholder interests. In 2024, we continued to developing innovative, safedesign our executive compensation program to emphasize performance by designing our CEO’s annual equity award to be 100% in the form of PSUs.
|
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 effective drug productsexpanding manufacturing capacity to address unmet patient needssupport commercial growth. Further, Revance continues to make progress further diversifying its supply chain with contract manufacturer PCI Pharma Services, which, with FDA approval anticipated in aesthetics and therapeutics categories
| •Progressed aesthetics and therapeutics pipeline with efficacy, safety and duration results from a Phase 2 study of DaxibotulinumtoxinA2025, will support the long-term supply chain strategy for Injection in upper facial lines, the ASPEN-1 Phase 3 trial of DaxibotulinumtoxinA for Injection in cervical dystonia and the JUNIPER Phase 2 trial of DaxibotulinumtoxinA for Injection in adult upper limb spasticity
•Launched the RHA® Collection of dermal fillers, the first and only range of FDA-approved fillers for correction of dynamic facial wrinkles and foldsDAXXIFY.
|
NON-EMPLOYEE DIRECTOR COMPENSATION
20202023 Non-Employee Director Compensation Policy
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.
•Upon recommendation and review performed by Radford of non-employee director compensation in comparison to our industry peer group based on our market capitalization, stage of development and size of company, our non-employee director compensation policy was amended by the Board in December 2019, effective as of January 1, 2020, to provide for (i) an increase in the cash retainer payable for service on the Board, for service on certain committees of the Board and for service as chair of certain committees of the Board and (ii) an increase in the number of options to purchase shares of our common stock and RSAs granted to each then-serving non-employee director at the date of each annual meeting of stockholders. The adjustments to the cash retainers and equity grants were designed to bring the policy in line with the 50th percentile of our 2020 peer group.
•Upon recommendation and review performed by Radford of non-employee director compensation in comparison to our industry peer group based on our market capitalization, revenue, stage of development and size of company, our non-employee director compensation policy was amended by the Board in February 2021, effective as of January 1, 2021, to (i) provide for an increase in the cash retainer payable for service on the Board, for service on certain committees of the Board and for service as chair of certain committees of the Board and (ii) provide that the number of options to purchase shares of our common stock and RSAs granted (A) to each then-serving non-employee director at the date of each annual meeting of stockholders and (B) to new directors upon their joining the Board shall be determined based on a total dollar value attributed to such grants on their date of grant in reference to the fair market value of our common stock instead of being determined by reference to a fixed number of options to purchase shares of our common stock and RSAs. The adjustments to the chair and committee member cash retainers were designed to provide equitable compensation levels to committee chairs and members commensurate with the responsibilities of each committee.
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 | |
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 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.
The following table presents the aggregate fees billed to the Company by PwC for the years ended December 31, 20202023 and 2019.2022:
All fees described above were pre-approved by the Audit Committee.
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:
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.