Document

DEF 14A 1 eols2024definitiveproxy.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________________________

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

___________________________________

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material Pursuant to §240.14a-12

EVOLUS, INC.

_________________________________________________________________________________________________

(Name of Registrant as Specified In Its Charter)

_________________________________________________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


☒						No fee required.
☐						Fee paid previously with preliminary materials.
☐						Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Evolus, Inc.

520 Newport Center Drive, Suite 1200

Newport Beach, CA 92660

April 26, 2024

Dear Stockholder:

It is my pleasure to invite you to attend the Annual Meeting of Stockholders of Evolus, Inc. which will be held on June 6, 2024, at 8:00 a.m., Pacific time. This year’s Annual Meeting will be a virtual meeting via live webcast on the Internet. You will be able to attend the Annual Meeting, vote and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/EOLS2024 and entering the control number included in the Notice of Internet Availability, proxy card or voting instruction form that you receive. You will not be able to attend the Annual Meeting in person.

During the Annual Meeting, stockholders will be asked to consider proposals for (i) election of three Class III directors, (ii) ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2024, (iii) approval of the Evolus, Inc. 2024 Employee Stock Purchase Plan, (iv) approval, on an advisory basis, of the compensation of the Company’s named executive officers, as disclosed in the accompanying Proxy Statement, and (v) approval, on an advisory basis, of the preferred frequency of future stockholder advisory votes on the compensation of the Company’s named executive officers.

These items of business are more fully described in the Proxy Statement accompanying this Notice of Internet Availability.

We are taking advantage of the Securities and Exchange Commission rule that allows us to furnish proxy materials to our stockholders over the Internet. This e-proxy process expedites the delivery of proxy materials to our stockholders, lowers our costs and reduces the environmental impact of the Annual Meeting. Today, we are sending to each of our stockholders who has not elected an alternative means of delivery a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement for the Annual Meeting and our 2023 Annual Report to Stockholders, as well as how to vote via proxy either by telephone or over the Internet. The Notice of Internet Availability of Proxy Materials also contains instructions to allow you to request copies of the proxy materials to be sent to you by mail. Stockholders who have elected to receive copies of our proxy materials delivered via mail or e-mail will be receiving the Proxy Statement, a proxy card and the Annual Report by mail or e-mail, as applicable.

It is important that you vote your shares of common stock at the Annual Meeting or by proxy, regardless of the number of shares you own. You will find the instructions for voting on the Notice of Internet Availability, proxy card or voting instruction form. Please refer to the additional logistical details and recommendations in the accompanying Proxy Statement. You may log-in on the virtual platform beginning at 7:45 a.m. Pacific Time, on June 6, 2024. We appreciate your prompt attention.

The board of directors invites you to attend the Annual Meeting virtually via live webcast so that management can answer your questions. Thank you for your support, and we look forward to the Annual Meeting.

Sincerely,

David Moatazedi

President and Chief Executive Officer

Evolus, Inc.

520 Newport Center Drive, Suite 1200

Newport Beach, CA 92660

Notice of Annual Meeting of Stockholders

Evolus, Inc., a Delaware corporation (“Evolus”), will hold its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) on June 6, 2024, at 8:00 a.m., Pacific Time. This year’s Annual Meeting will be a virtual meeting via live webcast on the Internet. You will be able to virtually attend the Annual Meeting, vote and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/EOLS2024 and entering the control number included in the Notice of Internet Availability or proxy card that you receive. You will not be able to attend the Annual Meeting in person.

The purposes for the Annual Meeting are to consider and vote upon the following items:

1.Election of David Moatazedi, Vikram Malik, and Karah Parschauer as Class III directors to serve until Evolus’ 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified;

2.Ratification of the appointment of Ernst & Young LLP as Evolus’ independent registered public accounting firm for the year ending December 31, 2024.;

3.Approval of the Evolus, Inc. 2024 Employee Stock Purchase Plan;

4.Approval, on an advisory basis, of the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement accompanying this Notice; and

5.Approval, on an advisory basis, of the preferred frequency of future stockholder advisory votes on the compensation of the Company’s named executive officers.

At the Annual Meeting, we will also consider such other matters as properly come before the Annual Meeting or any postponement or adjournment thereof.

The accompanying Proxy Statement more fully describes these matters and we urge you to read the information contained in the Proxy Statement carefully.

The board of directors has fixed the close of business on April 11, 2024 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof.

Whether or not you expect to attend the Annual Meeting via live webcast, please submit a proxy as soon as possible to instruct how your shares are to be voted at the Annual Meeting. A stockholder may submit a proxy by following the instructions set forth on the Notice of Internet Availability or proxy card.

If you participate in and vote your shares at the Annual Meeting, your previous proxy, if any, will not be used. If you are a beneficial owner of your shares, you should have received a voting instruction form from the broker, bank or other nominee holding your shares. You should follow the instructions in the voting instruction form provided by your broker, bank or other nominee in order to instruct your broker, bank or other nominee on how to vote your shares.

A list of all stockholders entitled to vote at the Annual Meeting will be available for examination at our principal executive offices at 520 Newport Center Drive, Suite 1200, Newport Beach, California 92660, for ten days before the Annual Meeting, and during the Annual Meeting such list will be available for examination at www.virtualshareholdermeeting.com/EOLS2024 by using the control number on your Notice of Internet Availability, proxy card or voting instruction form.

On behalf of the board of directors,

David Moatazedi

President and Chief Executive Officer

Newport Beach, California

April 26, 2024


Important Notice Regarding Availability of Proxy Materials for Annual Meeting to be Held on June 6, 2024, at 8:00 a.m., Pacific Time at www.virtualshareholdermeeting.com/EOLS2024: Evolus’ Notice of Annual Meeting of Stockholders, Proxy Statement and 2023 Annual Report to Stockholders are available at www.proxyvote.com.

Evolus, Inc.

520 Newport Center Drive, Suite 1200

Newport Beach, CA 92660

Proxy Statement dated April 26, 2024

2024 Annual Meeting of Stockholders

Evolus, Inc., a Delaware corporation (“Evolus,” the “Company” or “we”), is furnishing this Proxy Statement and related proxy materials in connection with the solicitation by its board of directors of proxies to be voted at its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) and any postponement or adjournment thereof. Evolus is providing these materials to the holders of record of its common stock, $0.00001 par value per share, as of the close of business on the record date of April 11, 2024 (“Record Date”) and is first mailing the materials on or about April 26, 2024.

The Annual Meeting is scheduled to be held as follows:


Date:						June 6, 2024
Time:						8:00 a.m., Pacific Time
Webcast Address:						www.virtualshareholdermeeting.com/EOLS2024

You will not be able to attend the Annual Meeting in person.

Your vote is important.

Please see the detailed information that follows in the Proxy Statement.

Table of Contents


Section			Page
Proxy Summary			3
Virtual Annual Meeting			6
Questions and Answers about the An nual Meeting			8
Proposal 1 - Election of Directors			14
Corporate Governance			21
Director Compensation			27
Proposal 2 - Ratification of Appointment of Independent Auditor for 2024			29
Accounting Matters			30
Report of Audit Committee			31
Proposal 3 - Approval of the Evolus, Inc. 2024 Employee Stock Purchase Plan			32
Proposal 4 - Advisory Vote on Executive Compensation			36
Proposal 5 - Advisory Vote on the Frequency of Future Executive Compensation Advisory Votes			37
Executive Officers			38
Executive Compensation			39
Security Ownership of Certain Beneficial Owners and Management			58
Certain Relationships and Related-Person Transactions			60
Communication with Directors			62
Stockholder Proposals for 2025 Annual Meeting			62
Delivery of Documents to Security Holders Sharing an Address			62
Furnishing Annual Report on Form 10-K			62
Other Matters			63
Appendix A - Evolus, Inc. 2024 Employee Stock Purchase Plan			A-1

Website References

Throughout this Proxy Statement, we make references to additional information available on our corporate website at investors.evolus.com. All references to our website are provided for convenience only and the content on our website does not constitute a part of this Proxy Statement and is not deemed incorporated by reference into this Proxy Statement or any other public filing made with the SEC.


Time and Date			8:00 a.m., Pacific Time, on June 6, 2024
Live Webcast Address			www.virtualshareholdermeeting.com/EOLS2024
Record Date			Close of business on April 11, 2024
Voting			Stockholders will be entitled to one vote for each outstanding share of common stock they hold of record as of the Record Date.
Total Votes Per Proposal			62,593,708 votes, based on 62,593,708 shares of common stock outstanding as of the Record Date.


Proposal			Board Recommendation
Election of David Moatazedi, Vikram Malik, and Karah Parschauer as Class III directors to serve until the Company’s 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified.			FOR ALL
Ratification of appointment of the Company’s independent registered public accounting firm for 2024.			FOR
Approval of the Evolus, Inc. 2024 Employee Stock Purchase Plan.			FOR
Approval, on an advisory basis, of the compensation of the Company’s named executive officers, as disclosed in the accompanying Proxy Statement.			FOR
Approval, on an advisory basis, of the preferred frequency of future stockholder advisory votes on the compensation of the Company’s named executive officers.			Every Year


Submit a proxy or voting instructions until 11:59 p.m., EDT, on June 5, 2024						Vote At the Annual Meeting on June 6, 2024
Internet: From any web-enabled device: www.proxyvote.com Telephone: 1-800-690-6903 Mail: Completed, signed and returned proxy card or voting instruction form						Online: Vote during the Annual Meeting via the Internet at www.virtualshareholdermeeting.com/EOLS2024



Evolus Board Diversity Matrix as of April 26, 2024
	Female	Male	Non- Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	3	4	0	0
Part II: Demographic Background
African American or Black	—	—	—	—
Alaskan Native or Native American	—	—	—	—
Asian	—	1	—	—
Hispanic or Latinx	—	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	3	3	—	—
Two or More Races or Ethnicities	—	—	—	—
LGBTQ+	—
Did Not Disclose Demographic Background	—
Directors who identify as Middle Eastern: 1


Director	Age	Director Since	Term Expires
Class I Directors:
David Gill	69	2018	2025
Robert Hayman	65	2018	2025
Class II Directors:
Simone Blank	61	2018	2026
Brady Stewart	48	2022	2026
Class III Directors:
David Moatazedi	46	2018	2024
Vikram Malik	61	2018	2024
Karah Parschauer	46	2019	2024


Position			Amount(1) ($)
Audit Committee Chair			20,000
Other Audit Committee Members			10,000
Compensation Committee Chair			15,000
Other Compensation Committee Members			7,500
Nominating and Corporate Governance Committee Chair			10,000
Other Nominating and Corporate Governance Committee Members			5,000


Name	Fees Earned or Paid in Cash ($)	Stock Awards(1)(2) ($)	Option Awards(1)(2) ($)	Total ($)
Vikram Malik (Chairman)(3)	101,000	85,003	85,023	271,026
Simone Blank	65,000	85,003	85,023	235,026
Peter Farrell(4)	45,000	85,003	85,023	215,026
David Gill(3)	86,000	85,003	85,023	256,026
Robert Hayman	61,000	85,003	85,023	231,026
Karah Parschauer	79,000	85,003	85,023	249,026
Brady Stewart	52,000	85,003	85,023	222,026


	2023		2022
Audit Fees(1)	$	2,874,200	$	830,500
Audit-Related Fees	—		—
Tax Fees(2)	250,900		175,100
All Other Fees(3)	1,000		1,000
Total	$	3,126,100	$	1,006,600


Name	Age	Positions and Business Experience	Year First Elected Officer
David Moatazedi	46	Please see “Proposal 1. Election of Directors-Information Concerning Directors and Nominees for Election as Directors.”	2018
Sandra Beaver	46	Mrs. Beaver has served as our Chief Financial Officer since September 2022. From October 2019 to September 2022, Mrs. Beaver served as Senior Vice President of Finance at Experian, a global information services company, where she was responsible for half of company’s North America B2B business units. From November 2002 to September 2019, Mrs. Beaver held roles with increasing levels of responsibility and scope including Vice President of Consolidated Financial Planning & Analysis, and Vice President and Chief Financial Officer at Game Technology PLC. Mrs. Beaver holds a B.A. from the Isenberg School of Management at the University of Massachusetts Amherst.	2022
Rui Avelar, M.D.	62	Dr. Avelar has served as our Chief Medical Officer since January 2014 and was appointed to the additional position of Head of Research and Development in August 2018. From January 2014 to February 2018, Dr. Avelar also served as the Chief Medical Officer of Alphaeon. From March 2011 to December 2013, he served as Chief Medical Officer of Allergan Medical, where he was responsible for clinical development, clinical operations, safety, medical writing, biostatistics and regulatory matters. Dr. Avelar holds a M.D. from the University of Toronto and has received training accreditation in Sports Medicine from the Canadian Academy of Sports Medicine.	2014
Tomoko Yamagishi-Dressler	59	Mrs. Yamagishi-Dressler has served as our Chief Marketing Officer since August 2023. From May 2021 to August 2023, Mrs. Yamagishi-Dressler served as the Global Chief Marketing Officer for Beautyblender, a global cosmetics and beauty company. From October 2000 to December 2020, Mrs. Yamagishi-Dressler held roles at Shiseido Americas Corporation, a global beauty company, of increasing levels of responsibility and scope culminating as the Senior vice President of Marketing and Sales for the Ultra Prestige Collection Division. Mrs. Yamagishi-Dressler holds a bachelors degree from Keio University and an MBA from Harvard Business School.	2023


Name and Principal Position	Year	Salary			Bonus			Stock Awards(1)(2)		Option Awards(1)		Non-Equity Incentive Plan Compensation(3)		All Other Compensation(4)		Total
David Moatazedi	2023	$	687,500		$	—		$	7,417,415	$	2,075,862	$	1,017,800	$	41,870	$	11,240,447
President and Chief Executive Officer	2022	$	596,875		$	—		$	1,170,002	$	1,161,522	$	643,200	$	27,991	$	3,599,590

Sandra Beaver	2023	$	437,500		$			$	1,027,634	$	691,957	$	287,890	$	14,756	$	2,459,737
Chief Financial Officer	2022	$	136,818	(5)	$	100,000	(6)	$	330,174	$	1,125,002	$	135,100	$	313	$	1,827,407

Rui Avelar, M.D.	2023	$	487,750		$	—		$	1,414,034	$	691,957	$	320,610	$	14,827	$	2,929,178
Chief Medical Officer and Head of Research and Development	2022	$	469,000		$	—		$	292,498	$	290,381	$	202,400	$	10,633	$	1,264,912


2023 Performance-Based RSU Awards

Award		Grant Date Fair Value Included in Summary Compensation Table		Grant Date Fair Value Based on Maximum Performance
David Moatazedi – PRSU Award	$	1,568,301	$	1,568,301
David Moatazedi – Stock Price RSU Award	$	3,774,000	$	5,000,800
Sandra Beaver - PRSU Award	$	336,067	$	336,067
Rui Avelar, M.D. - PRSU Award	$	336,067	$	336,067


	Year		Company 401(k) Matching Contribution (A)		Insurance Premiums (B)		President's Club Sales Incentive Trip (C)
David Moatazedi	2023	$	13,200	$	1,665	$	27,005
	2022	$	7,000	$	4,704	$	16,287

Sandra Beaver	2023	$	13,200	$	1,556	$	—
	2022	$	—	$	313	$	—

Rui Avelar, M.D.	2023	$	13,200	$	1,627	$	—
	2022	$	4,625	$	6,008	$	—


What We Do ☑			What We Don’t Do ☒
Independent Compensation Committee. The Committee consists solely of independent directors who establish our compensation policies and practices.			No Guaranteed Compensation. No guaranteed cash incentives, equity compensation or salary increases for executive officers.
Independent Compensation Consultant. During 2023, the Committee engaged the services of Radford, an AON Company, to provide information, analysis, and other advice to assist with its responsibilities.			No Excise Tax Payments. We do not provide any excise tax reimbursement payments for any severance or change-in-control payments (including “gross-ups”).
Annual Executive Compensation Review. The Committee conducts an annual review and approval of our compensation strategy, including a review and determination of our compensation peer group used for comparative purposes.			No Excessive Perquisites. We provide minimal perquisites and other personal benefits to our NEOs.
Emphasize Long-Term Equity Compensation. The Committee uses equity awards to deliver long-term incentive compensation opportunities to our executives, including our NEOs. These equity awards vest over multi-year periods, which serves our long-term value creation goals and retention objectives. In 2023, we began including performance-based vesting awards in the equity grant program for our NEOs.			No stock options granted below fair market value. We do not grant any stock options with an exercise price below fair market value.
Prohibition on Hedging and Pledging; Clawback Policy. Under our Insider Trading Policy, we prohibit our employees from hedging any Evolus securities and from pledging any Evolus securities as collateral for a loan. Our clawback policy provides that we will recover certain excess compensation in the event of an accounting restatement.			No stock options re-pricing. Our stock incentive plan prohibits the repricing of stock options without shareholder approval.


Agenus Inc.			Coherus BioSciences, Inc.
Anika Therapeutics, Inc.			Establishment Labs Holdings Inc.
Arcutis Biotherapeutics, Inc.			Glaukos Corporation
AVITA Medical, Inc.			Harrow, Inc.
Axogen, Inc.			MiMedx Group, Inc.
Bioventus Inc.			Revance Therapeutics, Inc.
Cara Therapeutics, Inc.			The Beauty Health Company
Cutera, Inc.


	Base Salary ($)
Name	2023	2024
David Moatazedi	700,000	750,000
Sandra Beaver	440,000	483,000
Rui Avelar, M.D.	490,000	519,400


Name									Target Bonus Percentage 2023
David Moatazedi									100%
Sandra Beaver									45%
Rui Avelar, M.D.									45%


Category	Individual Goal Weight	Objectives	Individual Goal Achievement %	Total Weighted Bonus Achievement %
Financial Metrics (60%)	30%	Achieve $190M in Net Revenue	121.4%	36.4%
	10%	Achieve Non-GAAP Operating Expenses1 of $150M	98.9%	9.9%
	20%	Achievement of preset Non-GAAP Operating Loss2 in the fourth quarter of 2023	200.0%	40.0%
Key Performance Metrics (30%)	10%	Achievement of preset new customer additions and consumer enrollments in the Evolus Rewards consumer loyalty program.	169.1%	16.9%
	10%	Achievement of certain preset geographical expansion objectives.	100.0%	10.0%
	10%	Achievement of specified Research and Development objectives including approval of Nuceiva® in Australia, Presentation of final Phase II results for “Extra-Strength” Jeuveau®, and achievement of the medical education of a preset number of health care practitioners.	121.4%	12.1%
Talent (10%)	10%	Achievement of a preset regrettable turnover percentage	200.0%	20.0%
Total	100%			145.4%


Name	Restricted Stock Unit Award (# of shares)	Stock Option Award (# of shares)	Performance Restricted Stock Unit Award (# of shares)
David Moatazedi	187,927	257,009	153,005
Sandra Beaver	62,642	85,670	32,787
Rui Avelar, M.D.	97,642	85,670	32,787


	Option Awards(1)							Stock Awards(2)
				Number of Securities Underlying Unexercised Options				Number of shares of stock that have not vested (#)	Market value of shares of stock that have not vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Name	Grant Date	Vesting Commencement Date	Total Options Unexercised	Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Unexercisable (#)	Option Exercise Price ($)	Option Expiration Date
David Moatazedi	5/6/2018	5/6/2018	1,182,019	1,182,019	—(3)	7.28	5/6/2028	–	–	–	—
President and Chief Executive Officer	1/23/2019	1/23/2019	125,000	125,000	—(3)	16.19	1/23/2029	–	–	–	—
	1/23/2020	1/23/2020	141,910	106,432	35,478(3)	10.19	1/23/2030	20,516(3)	216,033	–	—
	1/27/2021	—	—	—	—(3)	—	—	133,334(3)	1,404,007	–	—
	3/26/2021	—	—	—	—(3)	—	—	24,427(3)	257,216	–	—
	1/24/2022	1/24/2022	310,559	77,639	232,920(3)	5.46	1/24/2032	160,715(3)	1,692,329	–	—
	1/25/2023	1/25/2023	257,009	—	257,009(3)	11.04	1/25/2033	187,927(3)	1,978,871
	1/27/2023	—	—	—	—(3)			61,202(4)	644,457	61,202(4)	644,457
	5/8/2023	—	—	—	—(3)					560,000(5)	5,896,800
Sandra Beaver	9/5/2022	9/5/2022	169,158	42,289	126,869(3)	9.06	9/5/2032	27,333(3)	287,816	–	—
Chief Financial Officer	1/25/2023	1/25/2023	85,670	—	85,670(3)	11.04	1/25/2033	62,642(3)	659,620	–	—
	1/27/2023	—	—	—	—(3)			13,115(4)	138,101	13,115(4)	138,101




Rui Avelar, M.D.	1/6/2018	1/6/2018	189,682	189,682	—(3)	9.98	1/6/2028	–	—	–	—
Chief Medical Officer and Head of Research and Development	1/23/2019	1/23/2019	60,000	—	60,000(3)	16.19	1/23/2029	–	—	–	—
	1/23/2020	1/23/2020	45,000	33,750	11,250(3)	10.19	1/23/2030	6,500(3)	68,445	–	—
	1/27/2021	—	—	—	—(3)	—	—	45,000(3)	473,850	–	—
	1/24/2022	1/24/2022	77,640	19,410	58,230(3)	5.46	1/24/2032	40,179(3)	423,085	–	—
	1/25/2023	1/25/2023	85,670	—	85,670(3)	11.04	1/25/2033	97,642(3)	1,028,170
	1/27/2023	—	—	—	—(3)			13,115(4)	138,101	13,115(4)	138,101

SEC Form DEF 14A filed by Evolus Inc.