Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On November 11, 2019, following the recommendation of the
nominating and corporate governance committee of the Board of Directors (the Board) of Dermira, Inc. (the Company), the Board increased the size of the Board from nine to 10 directors and elected
Halley Gilbert to fill the newly created directorship as a Class II director to hold office for a term expiring at the Companys 2022 annual meeting of the stockholders, which is the next stockholder meeting at which Class II
directors will be elected.
In connection with her service as a director, Ms. Gilbert will receive the Companys standard non-employee director cash and equity compensation. Ms. Gilbert will receive a $40,000 annual retainer for her service as a director, which will be pro-rated for calendar
year 2019. In connection with her election to the Board, Ms. Gilbert was granted a nonqualified stock option to purchase 20,000 shares of the Companys common stock (the Option). The exercise price per share
underlying the Option was $8.05, the closing price of the Companys common stock on November 11, 2019, the date on which Ms. Gilbert was appointed to the Board and the Board granted the Option. The Option will vest ratably over three
years, with one-third of the shares vesting on each anniversary of the grant date, for so long as Ms. Gilbert serves as a director of the Company. The Option is subject to the terms and conditions of the
Companys 2014 Equity Incentive Plan and its related grant agreements. Ms. Gilbert will be eligible for additional grants under the Companys director compensation policy beginning in 2020.
In addition, Ms. Gilbert has signed the Companys standard form of indemnification agreement, a copy of which was filed as Exhibit
10.1 to the Companys Registration Statement on Form S-1/A (File No. 333-198410) filed with the Securities and Exchange Commission on September 19, 2014
and incorporated by reference herein.
There are no arrangements or understandings between Ms. Gilbert and any other persons pursuant
to which she was selected as a member of the Board. There are also no family relationships between Ms. Gilbert and any director or executive officer of the Company, and Ms. Gilbert does not have a direct or indirect material interest in
any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
A copy of the
press release announcing this event is filed as Exhibit 99.1 to this Current Report on Form 8-K.