Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(c) Appointment of Brian Davis as Chief Financial Officer
On October 4, 2019, the board of directors (the “Board”) of Verrica Pharmaceuticals Inc. (the
“Company”) appointed Brian Davis as the Company’s Chief Financial Officer, effective as of October 18, 2019 (the “Effective Date”). Mr. Davis will begin serving as the Company’s
principal financial officer and principal accounting officer as of the Effective Date.
Prior to joining the company, Mr. Davis, age
52, was the Chief Financial Officer of Strongbridge Biopharma plc, a public commercial-stage biopharmaceutical company, from March 2015 to September 2019. Prior to joining Strongbridge, Mr. Davis served as Senior Vice President and Chief
Financial Officer at Tengion, Inc., a publicly traded regenerative medicine company, from 2010 to December 2014. In December 2014, Tengion, Inc. filed a petition for relief under Chapter 7 of Title 11 of the United States
Bankruptcy Code. From 2009 to 2010, Mr. Davis served in a consulting capacity as Chief Financial Officer of Neose Technologies, Inc., a biopharmaceutical company. Mr. Davis worked at Neose Technologies, Inc. from 1994 to 2009,
where he held several positions of increasing responsibility, including Senior Vice President and Chief Financial Officer. Mr. Davis is licensed as a certified public accountant, and received a B.S. in accounting from Trenton State College and
an M.B.A. from The Wharton School at the University of Pennsylvania.
There are no arrangements or understandings between Mr. Davis
and any other person pursuant to which he was selected as an officer of the Company, and there is no family relationship between Mr. Davis and any of the Company’s other directors or executive officers.
Offer Letter with Mr. Davis
In
connection with his appointment as Chief Financial Officer, Mr. Davis and the Company entered into an offer letter, dated October 4, 2019.
Pursuant to the terms of his offer letter, Mr. Davis’s employment will be at will and may be terminated at any time by the Company
or Mr. Davis. Under the terms of the offer letter, Mr. Davis is entitled to receive an annual base salary of $375,000 and an annual target bonus of 40% of his annual base salary, based on achievement of certain individual and corporate
milestones to be determined and approved by the Board. Any bonus will be paid at the discretion of the Board and requires employment through the date of payment in order to be earned. In accordance with the offer letter, Mr. Davis will also
receive an option to purchase 125,000 shares of common stock on the Effective Date. 25% of the shares subject to the option vest on October 18, 2020 (the first anniversary of the Effective Date) and the remaining shares vest in 36 equal monthly
installments thereafter, subject to Mr. Davis’s continued service and full acceleration upon the occurrence of a sale event. Pursuant to the offer letter, the Company and Mr. Davis have agreed to memorialize the terms of the offer
letter in a separate employment agreement prior to the Effective Date.
The foregoing description of Mr. Davis’s offer letter is
not complete and is qualified in its entirety by the copy thereof which is attached as Exhibit 10.1 and incorporated herein by reference.