Item 5.02 Election of Directors
Appointment of Diem Nguyen to Board of Directors
Effective June 9, 2020, the board of directors (the “Board”) of Verrica Pharmaceuticals Inc. (the “Company”) appointed Diem Nguyen to serve as a director of the Company. Ms. Nguyen will serve as a Class I director whose term will expire at the 2022 annual meeting of stockholders.
There is no arrangement or understanding between Ms. Nguyen and any other person pursuant to which she was selected as a director of the Company, and there is no family relationship between Ms. Nguyen and any of the Company’s other directors or executive officers. The Company is not aware of any transaction involving Ms. Nguyen requiring disclosure under Item 404(a) of RegulationS-K. Additional information about Ms. Nguyen is set forth below:
Diem Nguyen, age 48, served as the Executive Vice President of Biopharma for PPD, Inc., a clinical research organization, from April 2018 to April 2020. Prior to joining PPD, Ms. Nguyen held various roles of increasing responsibility at Pfizer Inc. from 2008 to March 2018. Ms. Nguyen received a B.A. in Chemistry with Specialization in Biochemistry from the University of Virginia, a Ph.D. in Biochemistry and Molecular Genetics from the University of Virginia and an M.B.A. from the Darden Graduate School of Business Administration. Dr. Nguyen also currently serves as a trustee at the Children’s Hospital of Philadelphia.
In accordance with the Company’snon-employee director compensation policy, upon commencement of her service as a director, Ms. Nguyen was granted an initial option grant to purchase 17,502 shares of the Company’s common stock under itsNon-Employee Director Compensation Policy, withone-third of the shares vesting on the first anniversary of the date of grant and the remaining shares vesting in 24 equal monthly installments thereafter, subject to her continued service as a director through the applicable vesting date. Additionally, Ms. Nguyen will be entitled to receive a $40,000 annual retainer for her service as director. At each annual stockholder meeting following which Ms. Nguyen’s term as a director continues (beginning with the 2021 annual meeting of stockholders), Ms. Nguyen will be entitled to receive an additional stock option to purchase 5,834 shares of the Company’s common stock, which option will vest and become exercisable in 12 equal monthly installments following the date of grant and in any event will be fully vested on the date of the next annual meeting of stockholders, subject to her continued service as a director though the applicable vesting date. Ms. Nguyen has also entered into the Company’s standard form of indemnification agreement.
Item 7.01 Regulation FD Disclosure.
On June 10, 2020, the Company issued a press release announcing the appointment of Ms. Nguyen. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report onForm 8-K.
The information in this Item 7.01, including Exhibit 99.1, is being furnished pursuant to Item 7.01 ofForm 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall the information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in any such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
