---

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

(Amendment No.            )

---

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 under § 240.14a-12

 

DERMIRA, 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 the appropriate box):

☐	Fee paid previously with preliminary materials.

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

---

April 24, 2018

To our stockholders:

 

You are cordially invited to attend our 2018 Annual Meeting of Stockholders to be held at our headquarters located at 275 Middlefield Road, Suite 150, Menlo Park, California 94025 on Tuesday, June 12, 2018 at 10:00 a.m. Pacific Time (the “Annual Meeting”).

 

The matters expected to be acted upon at the Annual Meeting are described in the accompanying notice and proxy statement. The Annual Meeting materials include the notice, proxy statement, our annual report and proxy card, each of which is enclosed.

 

Your vote is important. Whether or not you plan to attend the Annual Meeting, please cast your vote as soon as possible by internet, telephone or by completing and returning the enclosed proxy card in the postage-prepaid envelope to ensure that your shares will be represented. Your vote by written proxy will ensure your representation at the Annual Meeting regardless of whether or not you attend in person. Returning the proxy does not deprive you of your right to attend the Annual Meeting and to vote your shares in person.

 

 

YOUR VOTE IS IMPORTANT

DERMIRA, INC.

275 Middlefield Road, Suite 150

Menlo Park, California 94025

 

---

 

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

 

---

 

April 24, 2018

 

 

This notice of the Annual Meeting, proxy statement and form of proxy are being distributed and made available on or about April 24, 2018. This Notice of Annual Meeting of Stockholders, proxy statement and annual report can be obtained electronically by visiting www.proxyvote.com and typing in the control number as set forth (1) on the proxy card (for stockholders of record) or (2) on the voting instruction form (for individuals who hold shares through a broker, bank, trustee or other nominee).

 

Whether or not you plan to attend the Annual Meeting, we encourage you to vote and submit your proxy through the internet or by telephone or request and submit your proxy card as soon as possible, so that your shares may be represented at the meeting.

 

 

Menlo Park, California

April 24, 2018

 

DERMIRA, INC.

 

 

DERMIRA, INC.

275 Middlefield Road, Suite 150

Menlo Park, California 94025

 

---

 

PROXY STATEMENT FOR THE 2018 ANNUAL MEETING OF STOCKHOLDERS

 

---

 

April 24, 2018

 

GENERAL INFORMATION

 

Information About Solicitation and Voting

 

The accompanying proxy is solicited on behalf of the board of directors of Dermira, Inc. (“we,” “our,” and “us”) for use at our 2018 Annual Meeting of Stockholders to be held at our headquarters located at 275 Middlefield Road, Suite 150, Menlo Park, California 94025 on Tuesday, June 12, 2018, at 10:00 a.m. Pacific Time (the “Annual Meeting”), and any adjournment or postponement thereof. This proxy statement and the accompanying form of proxy were first mailed to stockholders on or about April 24, 2018. An annual report for the year ended December 31, 2017 is enclosed with this proxy statement. The Notice of Annual Meeting of Stockholders, proxy statement and annual report are available by visiting www.proxyvote.com and typing in the control number as set forth (1) on the proxy card (for stockholders of record) or (2) on the voting instruction form (for individuals who hold shares through a broker, bank, trustee or nominee).

General Information About the Annual Meeting

Purpose of the Meeting

 

You are receiving this proxy statement because our board of directors is soliciting your proxy to vote your shares at the Annual Meeting with respect to the proposals described in this proxy statement. This proxy statement includes information that we are required to provide to you pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and is designed to assist you in voting your shares.

Record Date; Quorum

 

Only holders of record of shares of our common stock at the close of business on April 16, 2018, the record date, will be entitled to vote at the Annual Meeting. At the close of business on April 16, 2018, we had 41,847,981 shares of common stock outstanding and entitled to vote. For 10 days prior to the Annual Meeting, a complete list of the stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder for any purpose relating to the Annual Meeting during ordinary business hours at our headquarters.

 

The holders of a majority of the voting power of the shares of our common stock entitled to vote at the Annual Meeting as of the record date must be present at the Annual Meeting in order to hold the Annual Meeting and conduct business. This presence is called a quorum. Your shares are counted as present at the Annual Meeting if you are present and vote in person at the Annual Meeting or if you have properly submitted a proxy.

 

Voting Rights

 

In deciding all matters at the Annual Meeting, each holder of shares of common stock is entitled to one vote for each share of common stock held as of the close of business on April 16, 2018. We do not have cumulative voting rights for the election of directors. You may vote all shares owned by you as of April 16, 2018, including (1) shares held directly in your name as the stockholder of record and (2) shares held for you as the beneficial owner in street name through a broker, bank, trustee or other nominee.

 

Stockholder of Record: Shares Registered in Your Name.  If, as of the close of business on April 16, 2018, your shares of our common stock were registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, then you are considered the stockholder of record with respect to those shares. As a stockholder of record, you may vote at the Annual Meeting or vote by telephone, through the internet or, if you request or receive paper proxy materials, by filling out and returning the proxy card by mail.

 

Beneficial Owner: Shares Registered in the Name of a Broker or Nominee.  If, as of the close of business on April 16, 2018, your shares were held in an account with a brokerage firm, bank, trustee or other nominee, then you are the beneficial owner of the shares held in street name. As a beneficial owner, you have the right to direct your nominee on how to vote the shares held in your account and your nominee has enclosed or provided voting instructions for you to use in directing it on how to vote your shares. However, the organization that holds your shares is considered the stockholder of record for purposes of voting at the Annual Meeting. Because you are not the stockholder of record, you may not vote your shares at the Annual Meeting unless you request and obtain a valid proxy from the organization that holds your shares giving you the right to vote the shares at the Annual Meeting.

 

Shares for which a broker does not receive voting instructions from the beneficial owner of the shares or the broker lacks discretionary authority to vote the shares will result in broker non-votes. Broker non-votes are counted for purposes of determining whether a quorum is present and have no effect on the outcome of the matters voted upon. Note that if you are a beneficial holder and do not provide specific voting instructions to your broker, the broker that holds your shares will not be authorized to vote on the election of directors, approval of executive compensation or the frequency of future advisory votes on executive compensation. Accordingly, we encourage you to provide voting instructions to your broker, whether or not you plan to attend the Annual Meeting.

 

Required Vote

 

The voting requirements for the proposals to be considered at the Annual Meeting are as follows:

 

Recommendations of the Board of Directors

 

None of our directors or executive officers has any substantial interest in any matter to be acted upon, other than elections to office with respect to the directors so nominated. Our board of directors recommends that you vote on the proposals to be considered at the Annual Meeting as follows:

 

Voting Instructions; Voting of Proxies

If you are a stockholder of record, you may:

·

vote in person—we will provide a ballot to stockholders who attend the Annual Meeting and wish to vote in person;

·

vote by telephone or through the internet—in order to do so, please follow the instructions shown on your proxy card; or

·

vote by mail—if you request or receive a paper proxy card and voting instructions by mail, simply complete, sign and date the enclosed proxy card and return it before the meeting in the envelope provided or, if the envelope is missing, please mail your completed proxy card to Vote Processing, c/o Broadridge Financial Solutions, Inc., 51 Mercedes Way, Edgewood, New York 11717.

 

Votes submitted by telephone or internet must be received by 11:59 p.m. Eastern Time on June 11, 2018. Submitting your proxy, whether by telephone, through the internet or, if you request or receive a paper proxy card, by mail, will not affect your right to vote in person should you decide to attend the Annual Meeting. If you are not the stockholder of record, please refer to the voting instructions provided by your nominee to direct it how to vote your shares. Your vote is important. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure that your vote is counted.

 

All proxies will be voted in accordance with the instructions specified on the proxy card. If you sign a physical proxy card and return it without instructions as to how your shares should be voted on a particular proposal at the Annual Meeting, your shares will be voted in accordance with the recommendations of our board of directors stated above.

 

If you do not vote and you hold your shares in street name, and your broker does not have discretionary power to vote your shares, your shares may constitute “broker non-votes” (as described above) and will not be counted in determining the number of shares necessary for approval of the proposals. However, shares that constitute broker non-votes will be counted for the purpose of establishing a quorum for the Annual Meeting.

 

If you receive more than one proxy card, your shares are registered in more than one name or are registered in different accounts. To make certain all of your shares are voted, please follow the instructions included on each proxy card and vote each proxy card by telephone, through the internet or by mail. If you requested or received paper proxy materials and you intend to vote by mail, please complete, sign and return each proxy card you received to ensure that all of your shares are voted.

 

Expenses of Soliciting Proxies

 

We will pay the expenses of soliciting proxies, including preparation, assembly, printing and mailing of this proxy statement, the proxy and any other information furnished to stockholders. Following the original mailing of the soliciting materials, we and our agents may solicit proxies by mail, email, telephone, facsimile, by other similar means or in person. Our directors, officers and other employees, without additional compensation, may solicit proxies personally or in writing, by telephone, email or otherwise. Following the original mailing of the soliciting materials, we will request brokers, custodians, nominees and other record holders to forward copies of the soliciting materials to persons for whom they hold shares and to request authority for the exercise of proxies. In such cases, we, upon the request of the record holders, will reimburse such holders for their reasonable expenses. If you choose to access the proxy materials and/or vote through the internet, you are responsible for any internet access charges you may incur.

 

Revocability of Proxies

 

A stockholder of record who has given a proxy may revoke it at any time before it is exercised at the Annual Meeting by:

 

·

delivering to our Corporate Secretary (by any means, including facsimile) a written notice stating that the proxy is revoked;

 

·

signing and delivering a proxy bearing a later date;

 

·

voting again by telephone or through the internet; or

 

·

attending and voting at the Annual Meeting (although attendance at the Annual Meeting will not, by itself, revoke a proxy).

 

Please note, however, that if your shares are held of record by a broker, bank, trustee or other nominee and you wish to revoke a proxy, you must contact that firm to revoke any prior voting instructions.

 

Voting Results

 

A representative of our mailing agent, Broadridge Financial Solutions, Inc., will tabulate the votes and act as inspector of elections for the Annual Meeting. The preliminary voting results will be announced at the Annual Meeting. The final results will be tallied by the inspector of elections and filed with the SEC in a current report on Form 8-K within four business days of the Annual Meeting.

 

CORPORATE GOVERNANCE AND BOARD OF DIRECTORS

 

We are strongly committed to good corporate governance practices. These practices provide an important framework within which our board of directors and management can pursue our strategic objectives for the benefit of our stockholders.

 

Corporate Governance Guidelines

 

Our board of directors has adopted Corporate Governance Guidelines that set forth expectations for directors, director independence standards, board committee structure and functions and other policies for the governance of the company. Our Corporate Governance Guidelines are available without charge on the “Investors & Media” section of our website located at https://dermira.com/docsandcharters. Our nominating and corporate governance committee reviews the Corporate Governance Guidelines periodically and changes are recommended to our board of directors as warranted.

 

Board Leadership Structure

 

Our Corporate Governance Guidelines provide that our board of directors shall be free to choose its chairperson in any way that it considers in the best interests of our company, and that the nominating and corporate governance committee shall periodically consider the leadership structure of our board of directors and make recommendations to the board of directors with respect thereto as appropriate. Our Corporate Governance Guidelines also provide that, when the positions of chairperson and chief executive officer are held by the same person, the independent directors shall designate a “lead independent director.” In cases in which the chairperson and chief executive officer are the same person, the chairperson schedules and sets the agenda for meetings of the board of directors in consultation with the lead independent director, and the chairperson, or if the chairperson is not present, the lead independent director, chairs such meetings. The responsibilities of the chairperson or, if the chairperson and the chief executive officer are the same person, the lead independent director, include: presiding at executive sessions of independent directors, serving as a liaison between the chairperson and the independent directors of our board of directors, consulting with the chairperson regarding the information sent to the board of directors in connection with its meetings, having the authority to call meetings of the board of directors and meetings of the independent directors and performing such other functions and responsibilities as requested by the board of directors from time to time.

 

Our board of directors believes that our stockholders and the company currently are best served by having Thomas G. Wiggans, our chief executive officer, serve as chairman of the board of directors and Fred B. Craves serve as our lead independent director. Our board of directors believes that the current board leadership structure, coupled with a strong emphasis on board independence, provides effective independent oversight of management while allowing the board of directors and management to benefit from Mr. Wiggans’ extensive executive leadership and operational experience, including familiarity with our business as a founder and chief executive officer and his experience serving on the boards of directors, including as chairman, of other public companies. Independent directors and management sometimes have different perspectives and roles in strategy development. Our independent directors bring experience, oversight and expertise from outside of our company, while the chief executive officer brings company-specific experience and expertise. Our board of directors believes that Mr. Wiggans’ combined role enables strong leadership, creates clear accountability and enhances our ability to communicate our message and strategy clearly and consistently to stockholders. Our board of directors believes that its independence and oversight of management is maintained effectively through this leadership structure, including the role and responsibilities of the lead independent director, the composition of the board of directors and sound corporate governance policies and practices.

Role of Board in Risk Oversight

 

Our board of directors, as a whole, has primary responsibility for risk oversight, although the committees of our board of directors oversee and review areas of risk that are particularly relevant to them. The risk oversight responsibility of our board of directors and its committees is supported by our management reporting processes, which are designed to provide visibility to the board of directors and to our personnel that are responsible for risk assessment and information about the identification, assessment and management of critical risks and management’s risk mitigation strategies. These areas of focus include competitive, economic, operational, financial (accounting, credit, investment, liquidity and tax), legal, regulatory, compliance and reputational risks.

 

Each committee of the board of directors meets in executive session with key management personnel and representatives of outside advisors to oversee risks associated with their respective principal areas of focus and the steps management has taken to monitor and control such exposures, including our risk assessment and risk management policies and guidelines. Our audit committee reviews our major financial risk exposures. Our compensation committee evaluates our major compensation-related risk exposures. Our nominating and corporate governance committee reviews risk exposures related to healthcare regulatory compliance and discusses the narrative disclosure regarding our board of directors’ leadership structure and role in risk oversight. Our science and technology committee reviews our risk exposures in areas relating to our research and development activities, clinical development programs and intellectual property. Our commercialization and patient value committee reviews our commercialization and market risk exposures.

 

Agreements Applicable to Certain Directors

 

In March 2014, we entered into a development and commercialization agreement (the “UCB Agreement”) with UCB Pharma S.A. (“UCB”). Pursuant to the UCB Agreement, UCB was entitled to designate one member of our board of directors (the “UCB Designee”). Mark McDade, a current member of our board of directors and former Executive Vice President, Chief Operating Officer of UCB, was elected to serve as the initial UCB Designee from August 2014 until January 1, 2017, when Emmanuel Caeymaex, Executive Vice President, Immunology Patient Value Unit of UCB, was elected to serve as the UCB Designee.  On November 6, 2017, we entered into a transition agreement with UCB (“Transition Agreement”), which, among other things, (1) terminated the UCB Agreement effective February 15, 2018, (2) terminated UCB’s right to designate the UCB Designee and (3) provided for the resignation of the UCB Designee from our board of directors. Pursuant to the terms of the Transition Agreement, Mr. Caeymaex resigned from our board of directors on November 6, 2017. Other than the foregoing provisions of the UCB Agreement, there are no contractual obligations regarding the election of our directors.

 

Independence of Directors

 

Our board of directors determines the independence of our directors by applying the applicable rules, regulations and listing standards of The Nasdaq Stock Market LLC (“Nasdaq”). These provide that a director is independent if, in the opinion of that company’s board of directors, such person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

 

Applying these standards, the board of directors annually reviews the independence of our directors, taking into account all relevant facts and circumstances. In its most recent review, the board of directors considered, among other things, the relationships that each non-employee director has with our company and all other facts and circumstances our board of directors deemed relevant in determining director independence, including the beneficial ownership of our common stock by each non-employee director.

 

Based upon this review, our board of directors has determined that David E. Cohen, Fred B. Craves, Matthew K. Fust, Mark D. McDade, Jake R. Nunn, William R. Ringo and Kathleen Sebelius, representing seven of our nine directors, are currently independent as determined under applicable Nasdaq rules, regulations and listing standards. In making these determinations, our board of directors reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management, including the beneficial ownership of our common stock by each non-employee director and the transactions involving them described in the section titled “Certain Relationships and Related Party Transactions.”

 

All members of our audit committee, compensation committee and nominating and corporate governance committee must be independent directors under the applicable Nasdaq rules, regulations and listing standards. Members of the audit committee must also satisfy a separate SEC independence requirement, which provides that they may not (1) accept, directly or indirectly, any consulting, advisory or other compensatory fee from us or any of our subsidiaries other than their directors’ compensation (including in connection with such member’s service as a partner, member or principal of a law firm, accounting firm or investment banking firm that accepts consulting or advisory fees from us or any of our subsidiaries) or (2) be an affiliated person of us or any of our subsidiaries. Members of the compensation committee also must satisfy a separate SEC independence requirement and a related Nasdaq listing standard relating to their affiliation with us and what advisory, consulting or other fees they may have received from us. Our board of directors has determined that all members of our audit committee, compensation committee and nominating and corporate governance committee are independent and all members of our audit committee and compensation committee satisfy the relevant SEC and Nasdaq independence requirements for the members of such committees.

 

Committees of Our Board of Directors

 

Our board of directors has established an audit committee, a compensation committee, a nominating and corporate governance committee, a science and technology committee and a commercialization and patient value committee. The composition and responsibilities of each committee are described below. Each of these committees has a written charter approved by the board of directors. Copies of the charters for each committee are available, without charge, upon request in writing to Dermira, Inc., 275 Middlefield Road, Suite 150, Menlo Park, CA 94025, Attn: Legal Department, or on the “Investors & Media” section of our website located at https://dermira.com/docsandcharters. Members serve on these committees until their resignations or until otherwise determined by our board of directors.

 

Audit Committee

 

Our audit committee is comprised of Mr. Fust, Dr. Cohen and Mr. Ringo. Mr. Fust is the chairperson of our audit committee. Each member of our audit committee meets the requirements for independence under current Nasdaq listing standards and SEC rules and regulations and is financially literate as required by Nasdaq listing standards. In addition, our board of directors has determined that Mr. Fust is an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S‑K promulgated under the Securities Act of 1933, as amended. This designation does not impose any duties, obligations or liabilities that are greater than those generally imposed on members of our audit committee and our board of directors. Our audit committee is directly responsible for, among other things:

 

·

selecting a firm to serve as the independent registered public accounting firm to audit our financial statements and the lead partner overseeing the audit;

 

·

ensuring the independence of the independent registered public accounting firm;

 

·

discussing the scope and results of the audit with the independent registered public accounting firm and reviewing, with management and that firm, our quarterly and year-end financial statements;

 

·

establishing procedures for employees to confidentially and anonymously submit concerns about questionable accounting or audit matters;

 

·

considering the adequacy of our internal controls and internal audit function;

 

·

reviewing material related party transactions; and

 

·

approving or, as permitted, pre-approving all audit and non-audit services to be performed by the independent registered public accounting firm and fees relating thereto.

 

Compensation Committee

 

Our compensation committee is comprised of Dr. Craves and Messrs. Fust and Ringo. Dr. Craves is the chairperson of our compensation committee. The composition of our compensation committee meets the requirements for independence under current Nasdaq listing standards and SEC rules and regulations. Each member of our compensation committee is (i) an outside director, as defined pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended, and (ii) a non‑employee director, as defined in Rule 16b‑3 promulgated under the Securities Exchange Act of 1934, as amended. Our compensation committee is responsible for, among other things:

 

·

reviewing and approving the compensation of our executive officers;

 

·

reviewing and recommending to our board of directors the compensation of our non-employee directors;

 

·

administering our cash-based and equity-based compensation plans;

 

·

reviewing and approving, or making recommendations to our board of directors with respect to, incentive compensation and equity plans;

 

·

reviewing our overall compensation strategy;

 

·

reviewing and approving our Compensation Disclosure and Analysis; and

 

·

assessing the impact of our compensation programs and arrangements on company risk.

 

The compensation committee has the exclusive authority and responsibility to determine all aspects of executive compensation packages for executive officers and makes recommendations to our board of directors regarding the compensation of our non-employee directors. The compensation committee may take into account the recommendations of the board of directors (or any member thereof) with respect to compensation of our executive officers.

 

The compensation committee has engaged an external compensation consultant, Radford Consulting, an Aon Hewitt company (“Radford”), to evaluate our executive compensation program and practices and to provide advice and ongoing assistance on executive compensation matters. Specifically, Radford was engaged to:

 

·

provide compensation-related data for a peer group of companies to serve as a basis for assessing competitive compensation practices;

 

·

review and assess our executive compensation policies and practices relative to market practices;

 

·

review and assess our executive compensation program relative to market to identify any potential changes or enhancements to be brought to the attention of the compensation committee;

 

·

review market practices on our equity incentive programs and employee stock purchase plan; and

 

·

assist with our chief executive officer pay ratio analysis.

 

Other than the services described above and the provision of a subscription to surveys for executive and non-executive market data, for which we were billed approximately $60,000 for services rendered in 2017, Radford has not provided our company or our compensation committee with any other services for the same period. Representatives of Radford attend regular meetings of the compensation committee, including independent director sessions from time to time without any members of management present. Radford works directly with our compensation committee (and not on behalf of management) to assist the compensation committee in satisfying its responsibilities and will undertake no projects for management without the compensation committee’s prior approval. The compensation committee has determined that Radford does not have any conflicts of interest in advising the compensation committee under applicable SEC and Nasdaq rules and regulations.

 

The compensation committee has delegated, in accordance with applicable law, rules and regulations and our certificate of incorporation and bylaws, to an equity awards committee comprised of our chief executive officer and chief financial officer, the authority to make certain types of equity awards to employees other than specified officers or directors under our 2014 Equity Incentive Plan pursuant to the terms of such plan and the equity award guidelines approved by our compensation committee.

 

Please see the section entitled “Nominations Process and Director Qualifications—Director Compensation Program” and “Executive Compensation” for a description of our processes and procedures for the consideration and determination of executive officer and director compensation.

 

Nominating and Corporate Governance Committee

 

Our nominating and corporate governance committee is comprised of Mr. Nunn, Dr. Cohen and Ms. Sebelius. Mr. Nunn is the chairperson of our nominating and corporate governance committee. The composition of our nominating and corporate governance committee meets the requirements for independence under current Nasdaq listing standards and SEC rules and regulations. Our nominating and corporate governance committee is responsible for, among other things:

 

·

identifying, considering and nominating candidates for membership on our board of directors;

 

·

recommending directors to serve on board committees;

 

·

reviewing and recommending changes to our corporate governance guidelines and policies;

 

·

reviewing proposed waivers of the codes of conduct for directors, executive officers and employees (with waivers for directors or executive officers to be approved by the board of directors);

·

evaluating, and overseeing the process of evaluating, the performance of our board of directors and board committees; and

 

·

assisting our board of directors on corporate governance matters.

Science and Technology Committee

 

Our science and technology committee is comprised of Drs. Cohen, Bauer, Craves and Mr. McDade. Dr. Cohen is the chairperson of our science and technology committee. Our science and technology committee is responsible for, among other things:

 

·

reviewing our research and development programs;

 

·

identifying and providing advice to our board of directors and management on significant emerging trends and issues in science and technology relevant to our business;

 

·

meeting with our scientific advisory board and other relevant scientific and medical leaders; and

 

·

providing advice to our board of directors on the scientific, medical, research and development and intellectual property aspects of our transactions such as acquisitions and licenses.

Commercialization and Patient Value Committee

Our commercialization and patient value committee is comprised of Ms. Sebelius, Dr. Cohen, and Messrs. McDade and Ringo. Ms. Sebelius is the chairperson of the committee. Our commercialization and patient value committee is responsible for, among other things:

 

·

reviewing, assessing and advising on our long-term commercial strategy and commercial organization;

 

·

identifying and advising on relevant significant emerging commercial trends and issues;

 

·

advising on the commercial viability of potential assets from significant corporate transactions; and

 

·

participating from time to time in our commercial advisory board meetings and meetings with other relevant commercial, scientific and medical leaders.

 

Compensation Committee Interlocks and Insider Participation

 

The members of our compensation committee during the year ended December 31, 2017 included Dr. Craves and Messrs. Fust and Ringo. None of the members of our compensation committee in 2017 was at any time during 2017 or at any other time an officer or employee of Dermira or any of its subsidiaries, and none had or have any relationships with Dermira that are required to be disclosed under Item 404 of Regulation S-K. During 2017, none of our executive officers served as a member of the board of directors, or as a member of the compensation or similar committee, of any entity that had one or more executive officers who served on our board of directors or compensation committee.

 

Board and Committee Meetings and Attendance

 

The board of directors and its committees meet throughout the year on a set schedule and also hold special meetings and act by written consent from time to time. During 2017:

 

·

the board of directors held 11 meetings;

 

·

the audit committee held four meetings;

 

·

the compensation committee held six meetings;

 

·

the nominating and corporate governance committee held two meetings;

 

·

the science and technology committee held three meetings; and

 

·

the commercialization and patient value committee held four meetings.

 

During 2017, each member of the board of directors attended at least 75% of the aggregate of all meetings of the board of directors and of all meetings of committees on which such member served that were held during the period in which such director served.

 

Board Attendance at Annual Stockholders’ Meeting

 

Our policy is to invite and encourage each member of our board of directors to be present at our annual meetings of stockholders. All of the then-serving members of our board of directors were present at our 2017 annual meeting of stockholders.

 

Presiding Director of Non-Employee Director Meetings

 

The non-employee directors meet in regularly scheduled executive sessions without management to promote open and honest discussion. Our lead independent director, currently Dr. Craves, is the presiding director at these meetings.

 

Communication with Directors

 

Stockholders and interested parties who wish to communicate with our board of directors, non-management members of our board of directors as a group, a committee of the board of directors or a specific member of our board of directors (including our chairperson or lead independent director, if any) may do so by letters addressed to the attention of our Corporate Secretary or by sending an email to the board of directors at board@dermira.com.

 

All communications are reviewed by the Corporate Secretary and provided to the members of the board of directors consistent with a screening policy providing that unsolicited items, sales materials, abusive, threatening or otherwise inappropriate materials and other routine items and items unrelated to the duties and responsibilities of the board of directors will not be provided to directors. Any communication that is not provided to directors is recorded in a log and made available to our board of directors.

 

The address for these communications is:

 

Dermira, Inc.

c/o Corporate Secretary

275 Middlefield Road, Suite 150

Menlo Park, CA 94025

Codes of Business Conduct and Ethics

 

We have adopted Codes of Business Conduct and Ethics that apply to all of our board members, officers and employees. Our Codes of Business Conduct and Ethics are posted on the “Investors & Media” section of our website located at https://dermira.com/docsandcharters. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of our Codes of Business Conduct and Ethics by posting such information on our website at the address and location specified above.

NOMINATIONS PROCESS AND DIRECTOR QUALIFICATIONS

 

Nomination to the Board of Directors

 

Candidates for nomination to our board of directors are selected by our board of directors based on the recommendation of the nominating and corporate governance committee in accordance with the nominating and corporate governance committee’s charter, our certificate of incorporation and bylaws, our Corporate Governance Guidelines and the criteria adopted by the board of directors regarding director candidate qualifications. In recommending candidates for nomination, the nominating and corporate governance committee considers candidates recommended by directors, officers, employees, stockholders and others, using the same criteria to evaluate all candidates. Evaluations of candidates generally involve a review of background materials, internal discussions and interviews with selected candidates as appropriate and, in addition, the nominating and corporate governance committee may engage consultants or third-party search firms to assist in identifying and evaluating potential nominees.

 

Additional information regarding the process for properly submitting stockholder nominations for candidates for membership on our board of directors is set forth below under “Additional Information—Stockholder Proposals to Be Presented at Next Annual Meeting.”

 

Director Qualifications

 

With the goal of developing a diverse, experienced and highly-qualified board of directors, the nominating and corporate governance committee is responsible for considering and recommending to the board of directors the desired qualifications, expertise and characteristics of members of our board of directors, including any specific minimum qualifications that the committee believes must be met by a committee-recommended nominee for membership on the board of directors and any specific qualities or skills that the committee believes are necessary for one or more of the members of the board of directors to possess.

 

Since the identification, evaluation and selection of qualified directors is a complex and subjective process that requires consideration of many intangible factors, and will be significantly influenced by the particular needs of the board of directors from time to time, our board of directors has not adopted a specific set of minimum qualifications, qualities or skills that are necessary for a nominee to possess, other than those that are necessary to meet U.S. legal, regulatory and Nasdaq listing requirements and the provisions of our certificate of incorporation, bylaws, Corporate Governance Guidelines and charters of the committees of the board. In addition, neither the board of directors nor the nominating and corporate governance committee has a formal policy with regard to the consideration of diversity in identifying nominees. When considering nominees, the nominating and corporate governance committee may take into consideration many factors including, among other things, a candidate’s independence, integrity, skills, financial and other expertise, breadth of experience, knowledge about our business or industry and ability to devote adequate time and effort to responsibilities of the board of directors in the context of its existing composition. Through the nomination process, the nominating and corporate governance committee seeks to promote board membership that reflects a diversity of business experience, expertise, viewpoints, personal backgrounds and other characteristics that are expected to contribute to the board of directors’ overall effectiveness. The brief biographical description of each director set forth in Proposal No. 1 below includes the primary individual experience, qualifications, attributes and skills of each of our directors that led to the conclusion that each director should serve as a member of our board of directors at this time.

 

Director Compensation Program

 

Cash Compensation.  Non-employee directors receive an annual retainer for service on our board of directors and an annual retainer for service on committees of the board. Annual retainer amounts paid for service on our board of directors and committees of the board in 2017 are set forth below:

 

---

(1)	Effective September 1, 2017.

 

Equity Compensation.  In addition to annual cash retainers for service on our board of directors and committees of our board, our non-employee directors receive grants of stock options and restricted stock units as described below. Each option has an exercise price equal to the fair market value of our common stock on the date of grant and a 10‑year term. All equity awards to non-employee directors will accelerate as to all then‑unvested shares immediately prior to the effectiveness of a change of control of our company.

 

Initial Grants.  Following our initial public offering in October 2014, each non‑employee director who became a member of our board of directors was granted an initial stock option to purchase 20,689 shares of our common stock upon election to our board of directors. Effective as of January 1, 2017, each non‑employee director who becomes a member of our board of directors will be granted an initial stock option to purchase 20,000 shares of our common stock upon election to our board of directors. All initial non-employee director equity grants are subject to vesting and become exercisable over three years with one-third of the shares vesting and becoming exercisable on each anniversary of the date on which the non-employee director commences service.

 

Annual Grants.  Following our initial public offering in October 2014, each non‑employee director who continued to serve on our board of directors immediately following our annual meeting of stockholders was automatically granted a stock option to purchase 10,344 shares of our common stock, subject to proration on a monthly basis in the event the non‑employee director had not served an entire year on our board of directors since his or her last stock option grant. Beginning on the date of our 2017 annual meeting of stockholders, each non‑employee director who continues to serve on our board of directors immediately following our annual meeting of stockholders will be automatically granted a stock option to purchase 6,000 shares of our common stock and 3,000 restricted stock units, subject to proration on a monthly basis in the event the non‑employee director had not served an entire year on our board of directors since his or her last equity grant.

 

The number of shares underlying annual equity awards granted to our non-employee directors since our initial public offering, and to be granted immediately following the Annual Meeting, are set forth below:

 

 

All annual non-employee director equity grants are subject to vesting and will vest and, with respect to stock options, vest and become exercisable as to 100% of the shares on the first anniversary following the grant date.

 

Other Compensation.  Non-employee directors receive no other form of remuneration, perquisites or benefits, but are reimbursed for their expenses in attending meetings, including travel, meal and other expenses. We do not pay fees to directors for attendance at meetings of our board of directors and its committees.

 

2017 Director Compensation

 

The following table provides information for the year ended December 31, 2017 regarding all compensation awarded to, earned by or paid to each person who served as a director for some portion or all of 2017, other than Thomas G. Wiggans, our chief executive officer, and Eugene A. Bauer, our chief medical officer. Mr. Wiggans and Dr. Bauer are not included in the table below as they are employees and receive no compensation for their services as directors. The compensation received by Mr. Wiggans and Dr. Bauer as employees is shown in the “Summary Compensation Table” on page 40.

(1)

Amounts shown in this column reflect the aggregate grant date fair value calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”) for equity awards granted during the year. The assumptions used in calculating the grant date fair value of the equity reported in this column are set forth in Notes 2 and 10 to the audited consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2017. Note that the amounts reported in this column reflect the accounting cost for these equity awards and do not correspond to the actual economic value that may be received by the directors from the equity awards.

(2)	Mr. Caeymaex served on our board of directors from January 1, 2017 until November 6, 2017.  In accordance with UCB internal policies, Mr. Caeymaex elected to forego all compensation otherwise payable to him for his service on our board of directors.

 

Director Equity Awards

 

The aggregate number of shares underlying stock options and the number of restricted stock units outstanding at December 31, 2017 for each non-employee director was as follows:

 

PROPOSAL NO. 1

 

ELECTION OF DIRECTORS

Our board of directors currently consists of nine directors and is divided into three classes. Each class serves for three years, with the terms of office of the respective classes expiring in successive years. Directors in Class I will stand for election at the Annual Meeting. The terms of office of directors in Class II and Class III do not expire until the annual meeting of stockholders held in 2019 and 2020, respectively. At the recommendation of our nominating and corporate governance committee, our board of directors proposes that the three nominees for Class I director named below, each of whom is currently serving as a Class I director, be elected as a Class I director for a three-year term expiring at the 2021 annual meeting of stockholders and until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation or removal.

 

Shares represented by proxies will be voted “FOR” the election of each of the three nominees named below, unless the proxy is marked to withhold authority to so vote. If any nominee for any reason is unable to serve or for good cause will not serve, the proxies may be voted for such substitute nominee as the proxy holder might determine. Each nominee has consented to being named in this proxy statement and to serve if elected. Proxies may not be voted for more than three directors. Stockholders may not cumulate votes for the election of directors.

 

Nominees to the Board of Directors

 

The nominees and their ages as of March 31, 2018, occupations and length of service on our board of directors are provided in the table below. Additional biographical descriptions of each nominee are set forth in the text below the table. These descriptions include the primary individual experience, qualifications, qualities and skills of each of our nominees that led to the conclusion that each director should serve as a member of our board of directors at this time.

 

(1)	Member of the audit committee.

(2)	Member of the compensation committee.

(3)	Member of the commercialization and patient value committee.

(4)	Member of the nominating and corporate governance committee.

 

Matthew K. Fust. Mr. Fust has been a director of our company since April 2014. Mr. Fust currently serves as a board member to Atara Biotherapeutics, Inc., MacroGenics, Inc. and Ultragenyx Pharmaceutical, Inc., each of which is a publicly-traded biotechnology company. He also served as a board member to Sunesis Pharmaceuticals, Inc., a publicly-traded biotechnology company, from May 2005 to May 2017. Mr. Fust retired as Executive Vice President and Chief Financial Officer of Onyx Pharmaceuticals, where he served from January 2009 until its acquisition by Amgen in October 2013, and continued as an employee of Amgen until January 2014. Prior to joining Onyx Pharmaceuticals, Mr. Fust was Senior Vice President and Chief Financial Officer of Jazz Pharmaceuticals, Inc., a biopharmaceutical company, from May 2003 to December 2008. From May 2002 to May 2003, Mr. Fust was Chief Financial Officer of Perlegen Sciences, Inc., a pharmacogenomics company. Previously, he was Senior Vice President and Chief Financial Officer of ALZA Corporation, a biopharmaceutical company, where he was an executive from June 1996 to January 2002. From 1991 until 1996, Mr. Fust was a manager in the healthcare strategy practice at Andersen Consulting. Mr. Fust holds a B.A. in accounting from the University of Minnesota and an M.B.A. from the Stanford Graduate School of Business. Our board of directors believes that Mr. Fust’s financial expertise, with its focus on the pharmaceutical and biopharmaceutical industries, qualifies him to serve on our board of directors.

 

William R. Ringo. Mr. Ringo has been a director of our company since July 2014. Mr. Ringo has served as a senior advisor to Barclays Healthcare Group, an investment banking division, and as a strategic advisor to Sofinnova Ventures, a venture capital firm, since June 2010. From April 2008 until his retirement in April 2010, Mr. Ringo was Senior Vice President of Business Development and Corporate Strategy of Pfizer Inc., a pharmaceutical company. Prior to joining Pfizer, he served as an executive in residence at Warburg Pincus and Sofinnova Ventures. From August 2004 to April 2006, Mr. Ringo was President and Chief Executive Officer of Abgenix, Inc., a biotechnology firm. Previously, Mr. Ringo held a number of senior positions in the oncology and critical care, internal medicine, infection disease and sales and marketing divisions at Eli Lilly from 1973 until 2001. Mr. Ringo is currently a member of the boards of directors of Assembly Biosciences, Inc., Five Prime Therapeutics, Inc. and Immune Design Corp. Mr. Ringo previously served as a member of the boards of directors of Onyx from 2011 to October 2013, Mirati Therapeutics, Inc. from March 2014 to December 2016 and Sangamo Biosciences from 2010 to January 2018. Mr. Ringo received a B.S. in industrial management and an M.B.A. from the University of Dayton. Our board of directors believes that Mr. Ringo’s extensive senior executive experience and service on the boards of directors of a number of private and public biotechnology and pharmaceutical companies in the life sciences industry qualify him to serve on our board of directors.

 

Kathleen Sebelius. Ms. Sebelius has been a director of our company since September 2015. She also currently serves on the board of directors of Myovant Sciences, Ltd., a publicly-traded biotechnology company, Humacyte, Inc., a privately-held biotechnology company, Devoted Health, Inc., a healthcare company, and Grand Rounds, Inc., a healthcare information technology company. Ms. Sebelius was Secretary of Health and Human Services (“HHS”) from April 2009 to June 2014. As Secretary of HHS, she presided over 11 operating divisions, including the Centers for Disease Control and Prevention, Food and Drug Administration and National Institutes of Health and oversaw the passage and implementation of the Affordable Care Act. Previously, Ms. Sebelius was Governor of Kansas from 2003 until 2009. From 1995 until 2003, Ms. Sebelius held the position of Kansas Insurance Commissioner, and from 1987 to 1995, she served in the Kansas House of Representatives. Ms. Sebelius holds a B.A. in political science from Trinity Washington University and a Master of Public Administration from the University of Kansas. Our board of directors believes that Ms. Sebelius’ extensive experience in executive leadership and public health qualify her to serve on our board of directors.

 

Required Vote

 

Our Class I directors will be elected by a plurality of the votes present in person or represented by proxy and entitled to vote on the election of directors. In other words, the three nominees receiving the highest number of “FOR” votes will be elected as directors. Shares represented by executed proxies will be voted, if authority to do so is not expressly withheld (as indicated on the proxy card), for the election of Messrs. Fust and Ringo and Ms. Sebelius.

 

Recommendation

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ELECTION

OF EACH OF THE THREE NOMINATED DIRECTORS

Continuing Directors

 

The directors who are serving for terms that end following the Annual Meeting and their ages as of March 31, 2018, occupations and length of board service are provided in the table below. Additional biographical descriptions of each such director are set forth in the text below the table. These descriptions include the primary individual experience, qualifications, qualities and skills of each of our nominees that led to the conclusion that each director should serve as a member of our board of directors at this time.

---

(1)	Member of the science and technology committee.

(2)	Member of the audit committee.

 

(3)	Member of the commercialization and patient value committee.

(4)	Member of the nominating and corporate governance committee.

(5)	Member of the compensation committee.

Eugene A. Bauer, M.D. Dr. Bauer founded our company in August 2010, has served as a member of our board of directors since August 2010 and has served as our chief medical officer since October 2011. From February 2010 to June 2012, Dr. Bauer served on the board of directors of Vyteris, Inc., a biopharmaceutical company. From June 2006, Dr. Bauer served as a member of board of directors of Peplin, Inc., and in October 2008, he became its President and Chief Medical Officer, serving in these positions until Peplin’s acquisition by LEO Pharma in November 2009. From November 2004 to October 2008, Dr. Bauer was Chief Executive Officer of Neosil Inc., a dermatology company that was acquired by Peplin in October 2008. In 1993, Dr. Bauer co-founded Connetics, where he served as a member of the board of directors until October 2005. Dr. Bauer served as Dean of the Stanford University School of Medicine from 1995 to 2001 and as Chair of the Department of Dermatology at the Stanford University School of Medicine from 1988 to 1995. Dr. Bauer is a Lucy Becker Professor, Emeritus, in the School of Medicine at Stanford University, a position he has held since 2002. In addition, he is a member of the boards of directors of Aevi Genomic Medicine, Inc. (formerly Medgenics, Inc.), First Wave Technologies, Inc. and Kadmon Holdings, Inc. Dr. Bauer also previously served as a member of the boards of directors of, Cerecor, Inc., Dr. Tattoff, Inc., Protalex, Inc., PetDRx, Inc., Arbor Vita Corp., Patient Safety Technologies, Inc., MediSync Bioservices and Modigene Inc. (later re-named PROLOR Biotech, Inc.). Dr. Bauer was a U.S. National Institutes of Health (“NIH”) funded investigator for 25 years and has served on review groups for the NIH. Dr. Bauer has been elected to several societies, including the National Academy of Medicine of the United States, and currently serves as a director of the American Dermatological Association, Inc. Dr. Bauer received a B.S. in medicine and an M.D. from Northwestern University. Our board of directors believes that Dr. Bauer’s educational and scientific background and his product development and management experience at a number of dermatology companies, as well as his experience serving on the boards of directors of public and private companies in the life sciences industry, qualify him to serve on our board of directors.

 

David E. Cohen, M.D., M.P.H.  Dr. Cohen has been a director of our company since June 2014. Dr. Cohen previously served as a scientific advisor to us from July 2010 to June 2014. Since 1993, Dr. Cohen has held positions at the New York University School of Medicine, including as Chief of Allergy and Contact Dermatitis since 1994, Director of Occupational and Environmental Dermatology since 1994, Associate Professor of Dermatology since 2005, Vice Chairman of Clinical Affairs since 2008 and the Charles C. and Dorothea E. Harris Professor of Dermatology since May 2013. Dr. Cohen has served as a lecturer of Environmental Sciences at the Columbia University School of Public Health since 1993 and has served as an Affiliated Faculty Member of the NYU Global Institute of Public Health since 2014. In addition, he has been an attending physician at the Ronald O. Perelman Department of Dermatology at the Tisch Hospital at New York University Medical Center and at Bellevue Hospital Center since 1994. Dr. Cohen served on the boards of directors of Vyteris from June 2011 to January 2012 and Connetics from December 2005 until its sale to Stiefel in December 2006. Dr. Cohen has served as a clinical consultant to numerous companies. Dr. Cohen is currently Immediate Past President of the American Dermatological Association. Dr. Cohen has also served on the boards and committees of a number of professional organizations, including as President of the American Contact Dermatitis Society, as a founding board member of the American Acne and Rosacea society, as President of the Dermatology Section for the New York Academy of Medicine and on several committees of the American Academy of Dermatology and the American College of Allergy, Asthma, and Immunology. Dr. Cohen is also a member of the editorial board of Journal of Drugs in Dermatology and the editorial advisory boards of Dermatitis and Skin and Allergy News. Dr. Cohen earned a B.S. in biomedical science from the City University of New York, an M.D. from State University of New York at Stony Brook School of Medicine and an M.P.H. in environmental science from Columbia University School of Public Health. Our board of directors believes that Dr. Cohen’s extensive experience in dermatology research and treatment, as well as his understanding of dermatology from the physician’s perspective, qualify him to serve on our board of directors.

 

Fred B. Craves, Ph.D.  Dr. Craves has served on the board of directors since August 2010. Dr. Craves co-founded Bay City Capital (“BCC”) in 1997 and currently serves as managing director. Over the course of his career, Dr. Craves has worked in executive management of a multinational pharmaceutical company and founded and managed several biotech companies. He previously served on the boards of several private and public companies, including Poniard Pharmaceuticals, Inc. from June 1993 to September 2013. His current board memberships include Madrigal Pharmaceuticals, where he is lead director, and three private biopharmaceutical companies, Reset Therapeutics, Imidomics Inc. and Twist Bioscience Corporation. Dr. Craves earned a B.S. in biology from Georgetown University, M.S. in biochemical pharmacology from Wayne State University and Ph.D. in pharmacology and experimental toxicology from the University of California in San Francisco. Our board of directors believes that Dr. Craves’ investment experience and extensive knowledge of the life sciences industry qualify him to serve on our board of directors.

 

Mark D. McDade. Mr. McDade has been a director of our company since August 2014. Mr. McDade currently serves as a founding partner of Qiming Venture Capital US, a venture capital fund focused on investments in healthcare technology companies in the United States. Prior to that, he served in various roles with UCB S.A., a biopharmaceutical company, including as Executive Vice President, Chief Operating Officer from February 2015 to October 2016, Executive Vice President, Established Brands, Solutions and Supply from February 2013 to February 2015, Executive Vice President, Global Operations from January 2009 to February 2013 and Executive Vice President, Corporate Strategy and Development from April 2008 to December 2008. From November 2002 until October 2007, Mr. McDade served as Chief Executive Officer and on the board of directors of PDL BioPharma, Inc., a holding and management company. From December 2000 until November 2002, Mr. McDade served as Chief Executive Officer of Signature BioScience Inc., a drug discovery company. Prior to that, he co-founded and served as Chief Operating Officer of Corixa Corporation, a biopharmaceutical company, from September 1994 until December 1998, and as President and Chief Operating Officer from January 1999 to November 2000. Previously, Mr. McDade was Chief Operating Officer of Boehringer Mannheim Therapeutics, the biopharmaceutical division of Corange Limited, and held numerous business development and general management positions at Sandoz Ltd (a division of Novartis International AG). He has served as a director of Five Prime Therapeutics, a biotechnology company, since July 2006, and as chair of the board of directors of Aimmune Therapeutics, Inc., a biotechnology company, since May 2015. From April 2005 to July 2009, he served on the board of directors of Cytokinetics, Incorporated, a biotechnology company. Mr. McDade received a B.A. in history from Dartmouth College and an M.B.A. from Harvard Business School. Our board of directors believes that Mr. McDade’s executive leadership experience, extensive business development and operations experience and service on the boards of directors of companies in the biopharmaceutical industry qualify him to serve on our board of directors.

 

Jake R. Nunn.  Mr. Nunn has been a director of our company since May 2011. Mr. Nunn has been a partner at New Enterprise Associates, Inc., a venture capital firm, since June 2006. From January 2001 to June 2006, Mr. Nunn served as a Partner and an analyst for the MPM BioEquities Fund, a life sciences fund at MPM Capital, L.P., a private equity firm. Previously, Mr. Nunn was a healthcare research analyst and portfolio manager at Franklin Templeton Investments and an investment banker with Alex, Brown & Sons. Mr. Nunn currently serves on the board of directors of Trevena, Inc. From 2009 to May 2015, Mr. Nunn served on the board of directors of Hyperion Therapeutics, Inc. and from 2008 to February 2016, Mr. Nunn served on the board of directors of TriVascular Technologies, Inc. Mr. Nunn received his A.B. in economics from Dartmouth College and his M.B.A. from the Stanford Graduate School of Business. Mr. Nunn also holds the Chartered Financial Analyst designation and is a member of the C.F.A. Society of San Francisco. Our board of directors believes that Mr. Nunn’s experience investing in life sciences, specialty pharmaceuticals, biotechnology and medical device companies, as well as his business and financial background, qualify him to serve on our board of directors.

 

Thomas G. Wiggans.  Mr. Wiggans founded our company in August 2010, has served as our chief executive officer and a member of our board of directors since August 2010 and has served as the chairman of our board of directors since April 2014. He currently serves on the board of directors of Annexon Biosciences, Inc., a privately-held biotechnology company. Mr. Wiggans has served on the boards of various industry organizations, educational institutions and private and public companies, including service on the boards of directors of Onyx Pharmaceuticals from March 2005 until its acquisition by Amgen Inc. in October 2013, Sangamo Biosciences, Inc. from June 2008 until June 2012, Somaxon Pharmaceuticals, Inc. from June 2008 until May 2012 and as chairman of the board of directors of Excaliard Pharmaceuticals, Inc. from October 2010 until its acquisition by Pfizer Inc. in December 2011. From October 2007, Mr. Wiggans served as Chairman of the board of directors of Peplin, Inc. and in August 2008, he became its Chief Executive Officer, serving in these positions until Peplin’s acquisition by LEO Pharma A/S in November 2009. Previously, Mr. Wiggans served as Chief Executive Officer of Connetics Corporation from 1994, and as chairman of the board of directors of Connetics from January 2006, and he served in these positions until December 2006 when Connetics was acquired by Stiefel Laboratories, Inc. From 1992 to 1994, Mr. Wiggans served as President and Chief Operating Officer of CytoTherapeutics Inc., a biotechnology company. From 1980 to 1992, Mr. Wiggans served at Ares-Serono S.A. in various management positions including President of its U.S. pharmaceutical operations and Managing Director of its U.K. pharmaceutical operations. Mr. Wiggans began his career with Eli Lilly and Company. In addition, Mr. Wiggans is a member of the board of directors of the Biotechnology Innovation Organization and is a member of the board of trustees of the University of Kansas Endowment Association. Mr. Wiggans holds a B.S. in pharmacy from the University of Kansas and an M.B.A. from Southern Methodist University. Our board of directors believes that Mr. Wiggans’ depth of senior management experience and his track record of new product development and commercialization as well as his experience serving on the boards of directors of public and private companies in the life sciences industry, qualify him to serve as the chairman of our board of directors.

 

There are no family relationships among our directors and officers.

 

PROPOSAL NO. 2

NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION

 

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), enacted on July 21, 2010, requires that we seek, on a non-binding advisory basis, stockholder approval of the compensation of our named executive officers as described in this proxy statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on the compensation of our named executive officers.

 

In 2017, our stockholders had the opportunity to cast an advisory vote to approve our executive compensation policies and procedures. More than 99% of the votes cast by stockholders supported our executive compensation policies and procedures. In addition, at our 2017 annual meeting of stockholders, our stockholders approved holding the advisory vote every year, which we believe will allow for a meaningful evaluation period of performance against our compensation practices. Accordingly, as required by Section 14A of the Exchange Act, we are asking our stockholders to cast an advisory vote to approve the compensation of the named executive officers identified in the Summary Compensation Table in the “Executive Compensation” section of this proxy statement.

 

Compensation Program and Philosophy

 

The primary goal of our executive compensation program is to ensure that we hire and retain talented and experienced executive officers who are motivated to achieve or exceed our short-term and long-term corporate goals. In determining the form and amount of compensation payable to our executive officers, we are guided by the following objectives and principles:

•

compensation should relate to performance;

•

equity awards help executive officers think like stockholders; and

•

total compensation opportunities should be competitive.

 

Our board of directors believes that our current executive compensation program has been effective at linking executive compensation to our performance and aligning the interests of our executive officers with those of our stockholders. Stockholders are urged to read the “Executive Compensation” section of this proxy statement, which further discusses how our executive compensation policies and procedures implement our compensation philosophy and contains tabular information and narrative discussion about the compensation of our named executive officers.

 

Our compensation committee and our board of directors believe that these policies and procedures are effective in implementing our compensation philosophy and in achieving our goals. Accordingly, we are asking our stockholders to indicate their support for the compensation of our named executive officers as described in this proxy statement by voting in favor of the following resolution:

“RESOLVED, that the stockholders approve, on a non-binding advisory basis, the compensation of Dermira Inc.’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables, and the accompanying narrative disclosures set forth in the proxy statement relating to Dermira Inc.’s 2018 annual meeting of stockholders.”

 

Required Vote

 

The affirmative “FOR” vote of a majority of the shares present, represented and entitled to vote on the proposal is required to approve, on an advisory and non-binding basis, the compensation awarded to our named executive officers for the year ended December 31, 2017. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on this proposal. Abstentions are deemed to be votes cast and have the same effect as a vote against the proposal.

 

Although this say-on-pay vote is advisory and, therefore, will not be binding on us, our compensation committee and our board of directors value the opinions of our stockholders. Accordingly, to the extent there is a significant vote against the compensation of our named executive officers, we will consider our stockholders’ concerns and the compensation committee will evaluate what actions may be necessary or appropriate to address those concerns.

 

Recommendation

 

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.

 

PROPOSAL NO. 3

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

 

Our audit committee is responsible for the appointment, compensation, retention and oversight of the work of our independent registered public accounting firm. Our audit committee has selected Ernst & Young LLP as our principal independent registered public accounting firm to perform the integrated audit of our consolidated financial statements and our internal control over financial reporting for the year ending December 31, 2018. Ernst & Young LLP audited our financial statements and internal control over financial reporting for the year ended December 31, 2017. In determining whether to retain our current independent registered public accounting firm, the audit committee considers, among other factors, the external auditor’s qualifications, independence, work quality and the impact a change in the external auditor would have on the company. Our audit committee has determined that the appointment of Ernst & Young LLP as our principal independent registered public accounting firm to perform the integrated audit of our consolidated financial statements and our internal control over financial reporting for the year ending December 31, 2018 is in the best interests of the company and our stockholders.

 

As a matter of good corporate governance, our audit committee has decided to submit its selection of its principal independent registered public accounting firm to stockholders for ratification. In the event that the appointment of Ernst & Young LLP is not ratified by our stockholders, the audit committee will review its future selection of Ernst & Young LLP as our principal independent registered public accounting firm.

 

Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting, in which case they will be given an opportunity to make a statement at the Annual Meeting if they desire to do so, and will be available to respond to appropriate questions.

 

Principal Accountant Fees and Services

 

We regularly review the services and fees from our independent registered public accounting firm. These services and fees are also reviewed with our audit committee annually. In accordance with standard policy, Ernst & Young LLP periodically rotates the individuals who are responsible for our audit, including rotation of the lead audit partner every five years.

 

In addition to performing the audit of our consolidated financial statements, Ernst & Young LLP provided various other services during 2016 and 2017. Our audit committee has determined that Ernst & Young LLP’s provision of these services, which are described below, does not impair Ernst & Young LLP independence from the company. During 2016 and 2017, fees for services provided by Ernst & Young LLP were as follows:

 

(1)

“Audit fees” include fees for audit services primarily related to the integrated audit of our annual consolidated financial statements and our internal control over financial reporting as required by Section 404(b) of the Sarbanes-Oxley Act of 2002; the review of our quarterly consolidated financial statements; comfort letters, consents and assistance with and review of documents relating to our securities offerings, including our registration statement on Form S-3 related to our follow-on offering in June 2016, our registration statement on Form S-3ASR related to our follow-on offering in February 2017 and in connection with our convertible debt offering in May 2017; and other accounting and financial reporting consultation and research work billed as audit fees or necessary to comply with the standards of the Public Company Accounting Oversight Board (United States).

(2)	“Tax fees” include fees for tax compliance and advice. Tax advice fees encompass a variety of permissible tax services, including technical tax advice related to federal and state income tax matters, assistance with sales tax and assistance with tax audits.

 

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

 

Our audit committee’s policy is to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm, the scope of services provided by the independent registered public accounting firm and the fees for the services performed. These services may include audit services, audit-related services, tax services and other services. Pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent registered public accounting firm and management are required to periodically report to the audit committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval and the fees for the services performed to date.

 

All of the services relating to the fees described in the table above were approved by our audit committee.

 

Required Vote

 

Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2018 requires the affirmative “FOR” vote of a majority of the shares present, represented and entitled to vote on the proposal. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on this proposal. Abstentions are deemed to be votes cast and have the same effect as a vote against the proposal.

 

Recommendation

 

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2018

 

REPORT OF THE AUDIT COMMITTEE

The information contained in the following report of our audit committee is not considered to be “soliciting material,” “filed” or incorporated by reference in any past or future filing by us under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, unless and only to the extent that we specifically incorporate it by reference.

The audit committee has reviewed and discussed with our management and Ernst & Young LLP our audited consolidated financial statements for the year ended December 31, 2017. The audit committee has also discussed with Ernst & Young LLP the matters required to be discussed by Auditing Standard No. 1301, “Communications with Audit Committees” issued by the Public Company Accounting Oversight Board.

The audit committee has received and reviewed the written disclosures and the letter from Ernst & Young

LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the audit committee concerning independence and has discussed with Ernst & Young LLP its independence from us.

Based on the review and discussions referred to above, the audit committee recommended to the board of directors that the audited consolidated financial statements be included in our annual report on Form 10-K for the year ended December 31, 2017 for filing with the U.S. Securities and Exchange Commission. The audit committee has appointed Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2018.

 

Submitted by the Audit Committee

Matthew K. Fust, Chair

David E. Cohen

William R. Ringo

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of March 31, 2018, by:

·

each stockholder known by us to be the beneficial owner of more than 5% of our common stock;

·

each of our directors or director nominees;

·

each of our named executive officers; and

·

all of our directors and executive officers as a group.

 

We have determined beneficial ownership in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Except as indicated by the footnotes below, we believe, based on information furnished to us, that the persons and entities named in the table below have sole voting and sole investment power with respect to all shares of common stock that they beneficially owned, subject to applicable community property laws.

 

Applicable percentage ownership is based on 41,847,981 shares of common stock outstanding as of March 31, 2018. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed to be outstanding all shares of common stock subject to options held by that person or entity that are currently exercisable or that will become exercisable within 60 days of March 31, 2018. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the address of each of the individuals and entities that owns five percent (5%) or more of our common stock listed in the table below is c/o Dermira, Inc., 275 Middlefield Road, Suite 150, Menlo Park, CA 94025.

*	Represents beneficial ownership of less than one percent.

 

(1)

Based on information contained in a Schedule 13G/A filed with the SEC by Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP and Wellington Management Company LLP (collectively, the “Wellington Entities”) on March 9, 2018. Wellington Management Group LLP is a parent holding company of certain holding companies and certain investment advisers (the “Wellington Investment Advisers”) and owns Wellington Group Holdings LLP, which owns Wellington Investment Advisors Holdings LLP, which controls the Wellington Investment Advisers directly or indirectly through Wellington Management Global Holdings, Ltd. The shares reported by Wellington Management Group LLP are owned of record by clients of the Wellington Investment Advisers. The address for the Wellington Entities is c/o Wellington Management Company LLP, 280 Congress Street, Boston, MA 02210.

 

(2)

Based on information contained in a Schedule 13D/A filed with the SEC by Bay City Capital on February 13, 2017 and information provided to us  by Bay City Capital. Consists of (a) 3,461,376 shares held by Bay City Capital Fund V, L.P. (“BCC Fund V”), (b) 65,959 shares held by Bay City Capital Fund V Co‑Investment Fund, L.P. (“BCCCI”), (c) 30,000 shares held by the Fred Craves Family Foundation in which Dr. Craves does not have a pecuniary interest but serves as chief executive officer, and (d) 20,688 shares of common stock issuable to Dr. Craves pursuant to options exercisable within 60 days of March 31, 2018. Bay City Capital Management V LLC (“BCCMV”) is the general partner of BCC Fund V and BCCCI and has sole voting and investment power over the shares held by BCC Fund V and BCCCI. Bay City Capital LLC (“BCC LLC”) is the manager of BCCMV and thus has sole voting and investment power over the shares held by BCC Fund V and BCCCI. Fred B. Craves and Carl Goldfischer are the Managing Directors of BCC LLC and share such powers. Fred B. Craves, a member of our board of directors, is a Managing Director of Bay City Capital and therefore may be deemed to share voting and investment power over these entities. Additionally, Dr. Craves has entered into an agreement with BCC LLC pursuant to which he must transfer all stock options received in connection with his service on our board of directors to BCC LLC. The address for the entities affiliated with Bay City Capital is 750 Battery Street Suite 400, San Francisco, CA 94111.

 

(3)

Based on information contained in a Schedule 13D filed with the SEC by New Enterprise Associates on October 14, 2014 and information provided to us by NEA Ventures 2011, L.P. (“NEA Ventures 2011”). Consists of (a) 3,502,922 shares held by New Enterprise Associates 13, L.P. (“NEA 13”) and (b) 3,727 shares held by NEA Ventures 2011. The shares held by NEA 13 are indirectly held by NEA Partners 13, L.P. (“NEA Partners 13”), its sole general partner, NEA 13 GP, LTD (“NEA 13 LTD”), the sole general partner of NEA Partners 13, and each of the individual directors of NEA 13 LTD. The individual directors of NEA 13 LTD are M. James Barrett, Peter J. Barris, Forest Baskett, Patrick J. Kerins, David M. Mott, Scott D. Sandell and Ravi Viswanathan, who we refer to collectively as the NEA 13 Directors. The shares held by NEA Ventures 2011 are indirectly held by Karen P. Welsh, the general partner of NEA Ventures 2011. NEA Partners 13, NEA 13 LTD and the NEA 13 Directors share voting and investment power over the shares held by NEA 13. Karen P. Welsh has sole voting and investment power over the shares held by NEA Ventures 2011. The address of NEA 13 and NEA Ventures 2011 is 1954 Greenspring Drive, Suite 600, Timonium, MD 21093.

 

(4)

Based on information contained in a Schedule 13G/A filed with the SEC by BlackRock, Inc. (“BlackRock”) on January 23, 2017. Consists of 3,099,679 shares beneficially owned by BlackRock as the parent holding company or control person of BlackRock (Luxembourg) S.A., BlackRock (Netherlands) B.V., BlackRock Advisors, LLC, BlackRock Asset Management Canada Limited, BlackRock Asset Management Ireland Limited, BlackRock Asset Management Schweiz AG, BlackRock Capital Management, BlackRock Financial Management, Inc., BlackRock Fund Advisors, BlackRock Institutional Trust Company, N.A., BlackRock Investment Management (UK) Ltd and BlackRock Investment Management, LLC. Various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, these shares but no one person’s interest in the shares is more than five percent (5%) of our total outstanding shares. The address for BlackRock is 55 East 52nd Street, New York, New York 10055.

 

(5)

Based on information contained in a Schedule 13G/A filed with the SEC by T. Rowe Price Associates, Inc. (“T. Rowe Price”) on February 14, 2018. T. Rowe Price is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. T. Rowe Price does not serve as custodian of the assets of any of its clients; accordingly, in each instance only the client or the client’s custodian or trustee bank has the right to receive dividends paid with respect to, and proceeds from the sale of, such securities. The ultimate power to direct the receipt of dividends paid with respect to, and the proceeds from the sale of, such securities, is vested in the individual and institutional clients. Any and all discretionary authority which has been delegated to T. Rowe Price may be revoked in whole or in part at any time. The address for the Wellington Entities is 100 E. Pratt Street, Baltimore, MD 21202.

 

(6)

Based on information contained in a Schedule 13G/A filed with the SEC by FMR LLC and Abigail P. Johnson on February 13, 2018. Consists of shares beneficially owned by subsidiaries of FMR LLC, including Fidelity Institutional Asset Management Trust Company, FMR Co., Inc. and Strategic Advisers, Inc.. Abigail P. Johnson is a Director, the Chairman and the Chief Executive Officer of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act (“Fidelity Funds”) advised by Fidelity Management & Research Company, a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds’ Boards of Trustees. Fidelity Management & Research Company carries out the voting of the shares under written guidelines established by the Fidelity Funds’ Boards of Trustees. The address for FMR LLC is 245 Summer Street, Boston, Massachusetts 02210.

 

(7)

Consists of (a) 26,978 shares of common stock held in the Bauer Family 1995 Trust dated June 15, 1995, of which Dr. Bauer is a co‑trustee, (b) 2,802 shares of common stock held by Dr. Bauer directly and (c) 356,241 shares of common stock issuable to Dr. Bauer pursuant to options exercisable within 60 days of March 31, 2018.

 

(8)	Consists of (a) 29,682 shares of common stock held by Dr. Cohen directly and (b) 60,342 shares of common stock issuable to Dr. Cohen pursuant to options exercisable within 60 days of March 31, 2018.

 

(9)	Consists of shares referenced in footnote (2) above, which Dr. Craves may be deemed to beneficially own. Dr. Craves’ business address is 750 Battery Street Suite 400, San Francisco, CA 94111.

 

(10)	Consists of (a) 15,051 shares of common stock held directly by Mr. Fust and (b) 34,912 shares of common stock issuable to Mr. Fust pursuant to an option exercisable within 60 days of March 31, 2018.

 

(11)	Consists of (a) 10,172 shares of common stock held by Mr. Guggenhime directly and (b) 316,462 shares of common stock issuable to Mr. Guggenhime pursuant to options exercisable within 60 days of March 31, 2018.

 

(12)	Consists of shares of common stock issuable to Ms. Lyons-Williams pursuant to options exercisable within 60 days of March 31, 2018.

 

(13)	Consists of shares of common stock issuable to Mr. McDade pursuant to options exercisable within 60 days of March 31, 2018.

 

(14)

Consists of shares of common stock issuable to Mr. Nunn pursuant to options exercisable within 60 days of March 31, 2018. Although Mr. Nunn is a partner of New Enterprise Associates, he does not have voting or investment power over any of the shares directly held by NEA 13 or NEA Ventures 2011 referenced in footnote (3) above. Mr. Nunn’s business address is 2855 Sand Hill Road, Menlo Park, CA 94025.

 

(15)	Consists of (a) 9,504 shares of common stock held by Mr. Peña directly and (b) 318,153 shares of common stock issuable to Mr. Peña pursuant to options exercisable within 60 days of March 31, 2018.

 

(16)	Consists of shares of common stock issuable to Mr. Ringo pursuant to options exercisable within 60 days of March 31, 2018.

 

(17)	Consists of shares of common stock issuable to Ms. Sebelius pursuant to options exercisable within 60 days of March 31, 2018.

 

(18)

Consists of (a) 131,180 shares of stock held by the Wiggans Living Trust dated 5/14/02, of which Mr. Wiggans is a co-trustee, (b) 18,662 shares of common stock held by Mr. Wiggans directly and (c) 948,094 shares of common stock issuable to Mr. Wiggans pursuant to options exercisable within 60 days of March 31, 2018.

 

(19)	Consists of (a) 3,845,410 shares of issued and outstanding stock and (b) 2,402,433 shares of common stock issuable to our directors and executive officers as a group pursuant to options exercisable within 60 days of March 31, 2018.

 

Named Executive Officer		2017 Base Salary ($)				Percentage Increase from 2016 Base Salary (%)
Thomas G. Wiggans Chief Executive Officer			525,000				5.0
Andrew L. Guggenhime Chief Operating Officer and Chief Financial Officer			380,290				3.5
Eugene A. Bauer Chief Medical Officer			373,380				3.5
Lori Lyons-Williams(2) Chief Commercial Officer			360,000				—
Luis C. Peña Chief Development Officer			382,400				6.0

Named Executive Officer		2016 Target Bonus as Percent of Base Salary (%)				2017 Target Bonus as Percent of Base Salary (%)				2017 Target Bonus Amount ($)				2017 Bonus Maximum Amount ($) (1)
Thomas G. Wiggans Chief Executive Officer			50				60				315,000				393,750
Andrew L. Guggenhime Chief Operating Officer and Chief Financial Officer			40				40				152,116				190,150
Eugene A. Bauer Chief Medical Officer			35				35				130,683				163,354
Lori Lyons-Williams(2) Chief Commercial Officer			—				40				144,000				180,000
Luis C. Peña Chief Development Officer			35				35				133,840				167,300

Named Executive Officer		2017 Base Salary ($)				2017 Target Bonus as Percent of Base Salary (%)				2017 Bonus Amount Paid ($)(1)
Thomas G. Wiggans Chief Executive Officer			525,000				60				393,750
Andrew L. Guggenhime Chief Operating Officer and Chief Financial Officer			380,290				40				190,150
Eugene A. Bauer Chief Medical Officer			373,380				35				163,354
Lori Lyons-Williams Chief Commercial Officer			360,000				40				180,000
Luis C. Peña Chief Development Officer			382,400				35				167,300

Named Executive Officer		Stock Options (#)(1)				Restricted Stock Units (#)(2)
Thomas G. Wiggans Chief Executive Officer			180,000				30,000
Andrew L. Guggenhime Chief Operating Officer and Chief Financial Officer			71,250				11,875
Eugene A. Bauer Chief Medical Officer			48,750				8,125
Lori Lyons-Williams(3) Chief Commercial Officer			—				—
Luis C. Peña Chief Development Officer			48,750				8,125

Named Executive Officer		Year(1)				Salary ($)				Option Awards ($)(2)				Stock Awards ($)(2)				Non-Equity Incentive Plan Compensation ($)				All Other Compensation ($)				Total ($)
Thomas G. Wiggans Chief Executive Officer			2017 2016 2015				525,000 500,000 465,000				3,871,770 2,894,871 —				1,015,200 791,100 —				393,750 312,500 279,000	(3) (4) (5)			— — —				5,805,720 4,498,471 744,000
Andrew L. Guggenhime Chief Operating Officer and Chief Financial Officer			2017 2016 2015				380,290 367,430 355,000				1,532,497 1,145,816 —				401,850 313,144 —				190,150 183,715 170,400	(3) (4) (5)			— — —				2,504,787 2,010,104 525,400
Eugene A. Bauer Chief Medical Officer			2017 2016 2015				373,380 360,750 350,000				1,048,507 844,312 —				274,950 230,738 —				163,354 157,828 147,000	(3) (4) (5)			— — —				1,860,191 1,593,628 497,000
Lori Lyons-Williams(6) Chief Commercial Officer			2017				360,000				2,035,826				—				180,000	(3)			303,395	(7)			2,879,221
Luis C. Peña Chief Development Officer			2017 2016				382,400 358,719				1,048,549 1,126,205				274,950 263,700				167,300 156,925	(3) (4)			— —				1,873,199 1,905,549

		Option Awards								Stock Awards
Named Executive Officer		Number of Shares Acquired on Exercise (#)				Value Realized on Exercise ($)				Number of Shares Acquired on Vesting (#)				Value Realized on Vesting ($)(1)
Thomas G. Wiggans Chief Executive Officer			84,000				2,483,152				12,000				282,960
Andrew L. Guggenhime Chief Operating Officer and Chief Financial Officer			—				—				4,750				112,005
Eugene A. Bauer Chief Medical Officer			—				—				3,438				81,068
Lori Lyons-Williams Chief Commercial Officer			—				—				—				—
Luis C. Peña Chief Development Officer			—				—				3,813				89,911

		Option Awards																		Stock Awards
				Number of Securities Underlying Unexercised Options (#)																Number of Shares or Units That Have Not Vested (#)				Market Value of Shares or Units That Have Not Vested(2)($)
Named Executive Officers		Grant Date(1)		Exercisable				Unexercisable				Exercise Price ($)				Expiration Date
Thomas G. Wiggans		10/04/2011			174,642				—				0.986			10/03/2021
Chief Executive Officer		01/04/2013			179,349				—				1.218			01/03/2023
		07/11/2013			98,430				—				1.740			07/10/2023
		10/02/2014			281,176	(3)			73,994				16.000			10/01/2024
		02/05/2016			86,250	(4)			93,750				26.37			02/04/2026
		02/05/2016			—				—				—				—				18,000	(5)			500,580
		02/17/2017			41,250	(6)			138,750				33.84			02/16/2027
		02/17/2017			—				—				—				—				27,000	(7)			750,870
Andrew L. Guggenhime		06/05/2014			101,709	(8)			18,804				5.510			06/04/2024
Chief Operating Officer and Chief Financial Officer		10/02/2014			111,249	(3)			29,278				16.000			10/01/2024
		02/05/2016			34,141	(4)			37,109				26.37			02/04/2026
		02/05/2016			—				—				—				—				7,125	(5)			198,146
		02/17/2017			16,328	(6)			54,922				33.84			02/16/2027
		02/17/2017			—				—				—				—				10,687	(7)			297,205
Eugene A. Bauer		10/04/2011			110,434				—				0.986			10/03/2021
Chief Medical Officer		02/09/2012			32,758				—				0.986			02/08/2022
		01/04/2013			146,234				—				1.218			01/03/2023
		10/02/2014			20,472	(3)			5,388				16.000			10/01/2024
		02/05/2016			25,156	(4)			27,344				26.37			02/04/2026
		02/05/2016			—				—				—				—				5,250	(5)			146,003
		02/17/2017			11,172	(6)			37,578				33.84			02/16/2027
		02/17/2017			—				—				—				—				7,312	(7)			203,347
Lori Lyons-Williams		01/09/2017			25,000	(9)			75,000				31.87			01/08/2027
Chief Commercial Officer
Luis C. Peña		10/04/2011			91,827				—				0.986			10/03/2021
Chief Development Officer		01/04/2013			32,506				—				1.218			01/03/2023
		07/11/2013			71,397				—				1.740			07/10/2023
		10/02/2014			53,231	(3)			14,009				16.000			10/01/2024
		02/05/2016			28,750	(4)			31,250				26.37			02/04/2026
		02/05/2016			4,583	(10)			5,417				26.37			02/04/2026
		02/05/2016			—				—				—				—				6,000	(5)			166,860
		02/17/2017			11,172	(6)			37,578				33.84			02/16/2027
		02/17/2017			—				—				—				—				7,312	(7)			203,347

		Termination not in connection with Change of Control								Termination in connection with Change of Control
Named Executive Officer		Cash Severance ($)				COBRA Reimbursement ($)				Cash Severance ($)				COBRA Reimbursement ($)				Acceleration of Unvested Equity Awards ($)(1)
Thomas G. Wiggans Chief Executive Officer			525,000				31,456				1,260,000				47,183				2,260,319
Andrew L. Guggenhime Chief Operating Officer and Chief Financial Officer			285,218				23,592				665,508				39,320				1,313,891
Eugene A. Bauer Chief Medical Officer			280,035				5,900				630,079				9,834				452,357
Lori Lyons-Williams Chief Commercial Officer			270,000				23,592				884,000				39,320				—
Luis C. Peña Chief Development Officer			286,800				23,592				645,300				39,320				588,453

Plan category		Number of securities to be issued upon exercise of outstanding options and rights(#)				Weighted- average exercise price of outstanding options and rights($)				Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a))(#)
		(a)				(b)				(c)
Equity compensation plans approved by security holders(1)			6,317,575	(2)		$	18.26				1,590,508	(3)
Equity compensation plans not approved by security holders			—				—				—
Total			6,317,575	(2)		$	18.26				1,590,508

 DERMIRA, INC. 275 MIDDLEFIELD ROAD SUITE 150 MENLO PARK, CA 94025 VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY The Board of Directors recommends you vote FOR election of the following nominees: For Withhold For All All All Except To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. 1. Elect three Class I directors of Dermira, Inc., each to serve a three-year term expiring at the 2021 annual meeting of stockholders. Nominees 0 0 0    01 Matthew K. Fust  02 William R. Ringo 03 Kathleen Sebelius The Board of Directors recommends you vote FOR proposals 2, 3 and 4.  For Against Abstain 2. Vote, on a non-binding advisory basis, on the compensation paid by us to our named executive officers for the year ended December 31, 2017. 3. Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2018. 4. Such other business as may properly come before the meeting or any adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. 0 0 0 0 0 0 0 0 0 Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

 

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement, 2017 Annual Report is/are available at www.proxyvote.com DERMIRA, INC. Annual Meeting of Stockholders June 12, 2018 10:00 AM (Pacific Time) This proxy is solicited by the Board of Directors The stockholder(s) hereby appoint(s) Thomas G. Wiggans and Andrew L. Guggenhime, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of DERMIRA, INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 10:00 AM, Pacific Time on June 12, 2018, at Dermira, Inc.’s headquarters located at 275 Middlefield Road, Suite 150, Menlo Park, California 94025, and any adjournment or postponement thereof. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO SUCH DIRECTION IS MADE, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE BOARD OF DIRECTORS’ RECOMMENDATIONS. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. Continued and to be signed on reverse side

 

---