compensation committee about the compensation of his direct reports, including the named executive officers (other than himself) and our compensation committee is responsible for determining the compensation of our executive officers, other than our Chief Executive Officer. Our compensation committee makes recommendations with respect to our Chief Executive Officer’s compensation to our board of directors.
Our compensation committee has engaged Pearl Meyer & Partners, LLC (“Pearl Meyer”), an independent compensation consulting firm, to assist in evaluating the Company’s executive and director compensation practices, including program design, identification of an appropriate peer group for compensation comparison purposes and providing pay benchmarking data. Prior to engaging Pearl Meyer, and annually thereafter, our compensation committee has assessed the independence of Pearl Meyer from our executive officers and the members of our board of directors and, on the basis of that assessment and taking into consideration the independence factors that are required to be considered under applicable stock exchange rules, determined that no relationships exist that would create a conflict of interest or that would compromise Pearl Meyer’s independence.
2022 Base Salary and Annual Bonus
The employment agreement with each named executive officer, described below, established a base salary for such officer, which is subject to discretionary increase (for Mr. Markison) or change (for Messrs. Schaub and Klein and, prior to the termination of her employment, Dr. deVries). Each of our currently employed named executive officers is paid a base salary reflecting his skill set, experience, performance, role and responsibilities. Each named executive officer’s base salary for 2022 was as follows: Mr. Markison, $525,000; Mr. Schaub, $355,000; Mr. Klein, $355,000; and Dr. deVries, $355,000.
As described below, each named executive officer has a target annual bonus opportunity based on his or her base salary earned with respect to the applicable year, as set forth in his or her employment agreement. Each named executive officer’s target annual bonus for 2022, as a percentage of base salary, was as follows: Mr. Markison, 60% of his annual base salary; and each of Messrs. Schaub and Klein and Dr. deVries, 40% of his or her annual base salary. The performance goals associated with annual bonuses for 2022 for Mr. Markison were related to Upneeq net sales and an R&D pipeline objective and for Messrs. Schaub and Klein were related to Upneeq net sales. Our compensation committee determined that the corporate goals were not met and did not award annual bonuses to our named executive officers in respect of service during 2022. Given her termination of employment, Dr. deVries was not eligible for a 2022 bonus.
Agreements with Our Named Executive Officers
Each of our currently employed named executive officers is, and prior to her termination of employment Dr. deVries was, party to an employment agreement with one of our subsidiaries that sets forth the terms and conditions of his or her employment with us. Each such agreement provides for “at will” employment. Each agreement contains nondisclosure, nonsolicitation, noncompetition and assignment of intellectual property and other obligations by which the executive is bound. The terms “cause,” “good reason” and “change in control” referred to below are defined in each named executive officer’s employment agreement. In addition, Mr. Markison is party to a letter of appointment with us that sets forth the terms and conditions of his membership on our board of directors. The material terms of employment agreements with each of our named executive officers and Mr. Markison’s letter of appointment are described below.
Mr. Markison. We entered into an employment agreement with Mr. Markison on December 3, 2015, which was most recently amended by a letter agreement on November 5, 2021 that provides for a fixed base salary level, subject to discretionary increase, and a target annual bonus equal to 60% of his annual base salary, with the actual amount of any bonus earned based on the achievement of performance objectives. Mr. Markison is eligible to participate in our benefit plans, as in effect from time to time.
In addition, pursuant to a letter of appointment with Mr. Markison, effective as of January 1, 2019, in respect of his service on our board of directors for 2022, $16,000 of Mr. Markison’s base salary was paid in respect of his service as a director. In addition, Mr. Markison is entitled to receive reimbursement for reasonable expenses incurred in connection with his duties as a director.
Mr. Schaub. We entered into an employment agreement with Mr. Schaub on December 16, 2013 that provides for a fixed base salary level, subject to discretionary adjustments and which has subsequently been adjusted, and a target annual bonus equal to 50% of his annual base salary (which has subsequently been decreased to 40%),