Verrica Pharmaceuticals (VRCA) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 5, 2026, with four key proposals for shareholder vote, including director elections, executive compensation, auditor ratification, and an amended equity incentive plan.

• Proxy materials are primarily distributed electronically, with voting available online, by phone, mail, or in person.

• Record date for voting is April 8, 2026, with 17,178,786 shares outstanding.

Voting matters and shareholder proposals

• Shareholders will vote on electing two directors, approving executive compensation (say-on-pay), ratifying KPMG LLP as auditor, and amending the 2018 Equity Incentive Plan.

• Shareholder proposals for the 2027 meeting must be submitted by December 21, 2026.

• Voting is by plurality for directors and majority for other proposals; broker non-votes and abstentions have no effect on outcomes except for quorum.

Board of directors and corporate governance

• Board consists of eight members divided into three classes, with staggered three-year terms.

• Five of eight directors are independent under Nasdaq and SEC rules.

• Board leadership is separated between Chairman and CEO to reinforce independence.

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance, all comprised of independent directors.

• Directors and officers are subject to a Code of Business Conduct and Ethics and an insider trading policy.