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Item 9A. Controls and Procedures

2023-03-08 compared with 2022-03-03 · 777 added, 36 removed, 142 unchanged (85% of the section changed)

7 unchanged sentences

Based on the evaluation under that framework and applicable SEC rules, our management concluded that our internal control over financial reporting was effective as of December 31, 2022.

This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm on our internal control over financial reporting due to an exemption established pursuant to the JOBS Act for “emerging growth companies.”

Changes in Internal Control over Financial Reporting

12 unchanged sentences

Not applicable.

Certain information required by Part III is omitted from this annual report on Form 10‑K and is incorporated herein by reference to our definitive Proxy Statement for our 2022 Annual Meeting of Stockholders (“Proxy Statement”), which we intend to file pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended, within 120 days after December 31, 2021.

Directors, Executive Officers and Corporate Governance.

Except as disclosed below with respect to our Code of Conduct, the information required by this item is incorporated herein by reference to information contained in the Proxy Statement for our 2022 Annual Meeting of Stockholders.

We have a Code of Conduct applicable to all directors, officers and employees of the Company.

We have posted the Code of Business Conduct on our website at www.evolus.com.

We will post any amendments to the Code of Conduct on our website.

In accordance with the requirements of the SEC and Nasdaq, we will also post waivers applicable to any of our officers or directors from provisions of the Code of Conduct on our website.

The following sets forth certain information, as of the date of this Annual Report, concerning our directors and executive officers.

Name Age Position(s)

Executive Officers and Director:

David Moatazedi 45 President, Chief Executive Officer and Director

Sandra Beaver 45 Chief Financial Officer

Rui Avelar, M.D.

61 Chief Medical Officer and Head of Research & Development

Non-Employee Directors:

Vikram Malik 60 Chairman of the Board

David Gill 68 Director

Robert Hayman 64 Director

Peter Farrell, Ph.D, D.Sc 80 Director

Simone Blank 60 Director

Brady Stewart 47 Director

Karah Parschauer 45 Director

Executive Officers and Director

David Moatazedi has served as our President, Chief Executive Officer and as a member of our board of directors, since May 2018.

Prior to that time, Mr.

Moatazedi was the Senior Vice President at Allergan, Inc., or Allergan, and division head of the U.S.

Medical Aesthetics division, which includes facial aesthetics, plastic surgery, regenerative medicine, body contouring, and skin care products from March 2016 to May 2018.

From March 2017 to June 2020, Mr.

Moatazedi served as a member of the board of directors of Obalon Therapeutics, Inc., a public medical device company focused on developing and commercializing medical devices to treat obese and overweight people by facilitating weight loss.

Moatazedi worked in various leadership capacities within Allergan since March 2005, including as Vice President, Sales and Marketing of the U.S.

Facial Aesthetics division from August 2014 to March 2016 and Vice President, Sales and Market of the U.S.

Plastic Surgery division from February 2013 to August 2014.

Prior to Allergan, Mr.

Moatazedi was a district manager at Novartis Pharmaceuticals for the Dermatology division.

Moatazedi holds an M.B.A.

from Pepperdine University and a B.A.

from California State University, Long Beach.

We believe that Mr.

Moatazedi’s extensive leadership experience, his position as President and Chief Executive Officer of Evolus, knowledge of our company and industry knowledge qualify him to serve on the board of directors.

Other public company directorships:

Moatazedi has served on the board of directors Biomerica, Inc.

since December 2022.

Moatazedi formerly served on the board of directors of Obalon Therapeutics, Inc.

from March 2017 to June 2020.

Sandra Beaver has served as our Chief Financial Officer since September 2022.

From October 2019 to September 2022, Mrs.

Beaver served as Senior Vice President of Finance at Experian, a global information services company, where she was responsible for half of company’s North America B2B business units.

From November 2002 to September 2019, Mrs.

Beaver held roles with increasing levels of responsibility and scope including Vice President of Consolidated Financial Planning & Analysis, and Vice President and Chief Financial Officer at Game Technology PLC.

Beaver holds a B.A.

from the Isenberg School of Management at the University of Massachusetts Amherst.

Rui Avelar, M.D .

has served as our Chief Medical Officer since January 2014 and was appointed to the additional position of Head of Research and Development in August 2018.

From January 2014 to February 2018, Dr.

Avelar also served as the Chief Medical Officer of Alphaeon.

From March 2011 to December 2013, he served as Chief Medical Officer of Allergan Medical, where he was responsible for clinical development, clinical operations, safety, medical writing, biostatistics and regulatory matters.

Avelar holds a M.D.

from the University of Toronto and has received training accreditation in Sports Medicine from the Canadian Academy of Sports Medicine.

Non-Employee Directors

Vikram Malik has served as a member and the Chairman of our board of directors since January 2018.

Since December 2020, Mr.

Malik has served as President and a director of Priveterra Acquisition Corp.

a blank-check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Malik previously has served as a member of Aeon Biopharma’s board of directors since April 2014.

From January 2020 to August 2022 Mr.

Malik served on the board of managers of Alphaeon 1, LLC.

From May 2013 to June 2022, Mr.

Malik has served as the Managing Partner of Strathspey Crown Holdings Group, LLC.

From August 2011 to May 2013, Mr.

Malik served as Vice Chairman, Investment Banking for Deutsche Bank Securities, Inc.

From November 2010 to August 2011, Mr.

Malik served as a Managing Director in the Healthcare Corporate and Investment Banking Group of Merrill Lynch, Pierce, Fenner & Smith Incorporated.

From June 2000 to November 2010, Mr.

Malik served as the Managing Director of Banc of America Securities, LLC.

Malik received a B.A.

in Economics from Delhi University and an M.B.A.

from Boston University Graduate School of Management.

We believe Mr.

Malik’s extensive experience in the investment banking and financial services industry qualifies him to serve on the board of directors.

Other public company directorships:

Malik has served on the board of directors of Priveterra Acquisition Corp.

since December 2020.

David Gill has served as a member of our board of directors since February 2018.

From February 2021 to October 2021, Mr.

Gill has over 30 years’ experience in the medical device and life sciences industries and most recently served as the Chief Financial Officer of Perspectum, Ltd, a healthcare technology company which transforms the clinical management of metabolic disease and cancer.

Gill also currently serves as a director of Y-mAbs Therapeutics, Inc.

as well as several private companies.

Previously he served on the board of directors of Strongbridge Biopharma, PLC from September 2019 to October 2021, Histogenics, Inc.

from January 2015 to July 2019, Melinta Therapeutics, Inc (f/k/a Cempra Inc.

from April 2012 to April 2020, and Strata Skin Sciences from May 2018 to May 2020.

Earlier in his career, Mr.

Gill served in a variety of senior executive leadership roles for several publicly-traded companies, including EndoChoice, Inc., NxStage Medical, Inc., CTI Molecular Imaging, Inc., Interland Inc.

and Novoste Corporation.

Gill holds a B.S.

in Accounting from Wake Forest University and an M.B.A.

from Emory University, and is a certified public accountant (inactive).

We believe that Mr.

Gill’s extensive experience as an executive in the life sciences industry and his prior service as a senior-level executive in mature life sciences companies qualifies him to serve on the board of directors

Other public company directorships:

Gill has served on the board of directors of Y-mAbs Therapeutics, Inc.

since December 2017.

Gill formerly served on the board of directors of Strongbridge Biopharma plc (September 2019 to October 2021), State Skin Sciences, Inc.

(May 2018 to May 2020), Melinta Therapeutics (April 2012 to April 2020) and Histogenics Corporation (February 2015 to July 2019).

Robert Hayman has served as a member of our board of directors since January 2018.

Since 2011, Mr.

Hayman has served as the owner and Chief Executive Officer of Hayman Properties, a real estate investment and development business.

Since 2015, Mr.

Hayman has served as Principal, Chairman and Chief Executive Officer of Perimetrics, LLC, a dental diagnostic service company.

From 1993 to February 2008, Mr.

Hayman served as the co-founder, Chief Executive Officer and Chairman of Discus Dental, Inc.

Hayman attended the Masters Degree program in Psychology at Pepperdine University, and received a B.S.

in Business Administration from Boston University.

We believe Mr.

Hayman’s extensive business and leadership experience qualifies him to serve on the board of directors.

Peter Farrell, Ph.D., D.SC has served as a member of our board of directors since July 2019.

Farrell is the founding Chairman of ResMed Inc., a leading developer and manufacturer of medical equipment for the diagnosis and treatment of sleep-disordered breathing.

Farrell has been a Director and Chairman of the Board of Resmed since its inception in June 1989.

He served as Chief Executive Officer of ResMed from 1990 to 2007 and again from February 2011 until March 2013.

From March 2013 through December 2013, Dr.

Farrell served as Executive Chairman of ResMed, and, in January 2014, he became non-executive Chairman.

Since May 2018, Dr.

Farrell has served as the Chairman of the Board of Arcturus Therapeutics, Ltd.

From January 2005 to May 2018, Dr.

Farrell served on the board of directors of Nuvasive, Inc.

Farrell holds bachelor’s and master’s degrees in chemical engineering from the University of Sydney and the Massachusetts Institute of Technology, a Ph.D.

in bioengineering from the University of Washington, Seattle and a Doctor of Science from the University of New South Wales for research related to dialysis and renal medicine.

We believe Dr.

Farrell’s extensive executive experience in the life science industry qualifies him to serve on the board of directors.

Other public company directorships:

Farrell has served on the board of directors of Resmed, Inc.

since June 1989 and on the board of directors of Arcuturus Therapeutics Holdings, Inc.

since May 2018.

Simone Blank has served as a member of our board of directors since January 2018.

Blank is the owner of Dental Innovations Apus BV and the co-owner of Dental Innovations BV, both private investment companies.

Since 2013, Ms.

Blank has served as a member of the board of directors of several private companies, including as the chairwoman of the board of directors of Aeon Biopharma since July 2016 and on the board of managers of Alphaeon 1, LLC from January 2020 to August 2022.

From May 2006 to October 2013, Ms.

Blank served as a member of the board of directors of Sirona Dental Systems Inc., or Sirona, a dental technology manufacturer previously listed on Nasdaq.

From July 1999 to October 2013, Ms.

Blank served as Executive Vice President and Chief Financial Officer of Sirona.

Prior to July 1999, Ms.

Blank was an engagement manager in the merger and acquisition transaction group of PricewaterhouseCoopers after having gained global financial experience as a certified public accountant and tax advisor.

Blank received a M.Sc.

in Economics from the University of Duisburg, Germany.

We believe Ms.

Blank’s extensive business, finance, and leadership experience qualifies her to serve on the board of directors.

Other public company directorships:

Blank has served on the board of directors of APM Human Services International Pty.

LTD since November 2021.

Brady Stewart has served as a member of our board of directors since January 2022.

Stewart has served as the Chief Commercial Officer of Forma Brands, LLC since April 2021.

From May 2007 to April 2021, Mrs.

Stewart held multiple roles at Levi Strauss & Co., culminating in the position of Senior Vice President and Managing Director, U.S.

Direct to Consumer.

Stewart holds an M.B.A in Strategy and Operations from Harvard Business School and received a Bachelor’s degree in Comparative Literature from Princeton University.

We believe Mrs.

Stewarts’s extensive business, digital marketing and leadership experience qualifies her to serve on the board of directors.

Karah Parschauer has served as a member of our board of directors since July 2019.

Since June 2016, Mrs.

Parschauer has served as Chief Legal Officer of Ultragenyx Pharmaceutical, Inc, or Ultragenyx.

Prior to Ultragenyx, Mrs.

Parschauer served in various executive capacities, and most recently as Vice President, Associate General Counsel, at Allergan plc, a pharmaceutical company, from June 2005 until June 2016.

Prior to Allergan, Mrs.

Parschauer was an attorney at Latham & Watkins LLP, where she practiced in the areas of mergers and acquisitions, securities offerings, and corporate governance.

Parschauer holds a B.A.

in Biology from Miami University and a J.D.

from Harvard Law School.

We believe Mrs.

Parschauer’s extensive experience within the aesthetics industry and as an attorney qualifies her to serve on the board of directors.

Other public company directorships:

Parschauer has served on the board of directors of Tenaya Therapeutics, Inc.

since December 2021 and the board of directors of Anebulo Pharmaceuticals, Inc.

since May 2021.

Parschauer formerly served on the board of directors of Arcuturus Therapeutics Holdings, Inc.

from June 2019 to August 2021.

Family Relationships

There are no family relationships among any of our directors or executive officers.

Audit Committee

We have a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act.

Our audit committee consists of three directors:

David Gill, Karah Parschauer and Peter Farrell.

Gill is the chair of the audit committee.

The board of directors also determined that each of the current members of the audit committee is independent, as defined in the listing standards of Nasdaq and Rule 10A-3 under the Exchange Act.

The board of directors has also determined that Mr.

Gill qualifies is an audit committee financial expert in accordance with the standards of the SEC.

In making this determination, our board of directors has considered Mr.

Gill’s extensive financial experience and business background.

Code of Conduct

Our board of directors has adopted a code of conduct that applies to all of our employees, officers and directors, including those officers responsible for financial reporting, which is available on our website, which is located at www.evolus.com.

amendments to the code, or any waivers of its requirements, will be disclosed on our website to the extent required by applicable rules of the SEC or Nasdaq.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our executive officers and directors and any persons owning more than ten percent of our common stock to file reports with the SEC to report their beneficial ownership of and transactions in our securities.

Based solely upon a review of the Section 16(a) reports that have been electronically filed with the SEC, along with written representations from our executive officers and directors, we believe that all required reports were timely filed during 2022, except for a Form 4 filed late on February 6, 2023 by Medytox, Inc, due to an administrative error, to report the purchase of shares of common stock on August 12 and 13, 2021 and the subsequent disposition of those shares on January 20, 2023.

Executive Compensation.

The information required by this item is incorporated herein by reference to information contained in the Proxy Statement for our 2022 Annual Meeting of Stockholders.

Our named executive officers for the year ended December 31, 2022 are:

• David Moatazedi, our President and Chief Executive Officer;

• Sandra Beaver, our Chief Financial Officer;

• Rui Avelar, M.D., our Chief Medical Officer and Head of Research and Development;

• Lauren Silvernail, our former Chief Financial Officer and Executive Vice President, Corporate Development.

This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs.

Actual compensation programs that we adopt in the future differ materially from the currently planned programs summarized in this discussion.

As noted above, we are an “emerging growth company,” as that term is used in the JOBS Act, and have elected to comply with the reduced compensation disclosure requirements available to emerging growth companies under the JOBS Act.

Summary Compensation Table

The following table sets forth total compensation paid to our named executive officers for the fiscal years ended December 31, 2022 and 2021.

Name and Principal Position Year Salary Bonus Stock Awards (1)

Option Awards (1)

Non-Equity Incentive Plan Compensation (2)

All Other Compensation (3)

David Moatazedi 2022 $ 596,875 $ — $ 1,170,002 $ 1,161,522 $ 643,200 $ 27,991 $ 3,599,590

President and Chief Executive Officer 2021 $ 571,875 $ — $ 2,300,335 $ — $ 632,500 $ 25,168 $ 3,529,878

Sandra Beaver 2022 $ 136,818 (5) $ 100,000 (6) $ 330,174 $ 1,125,002 $ 135,100 $ 313 $ 1,827,407

Chief Financial Officer 2021 $ — $ — $ — $ — $ — $ — $ —

Rui Avelar, M.D.

2022 $ 469,000 $ — $ 292,498 $ 290,381 $ 202,400 $ 10,633 $ 1,264,912

Chief Medical Officer and Head of Research and Development 2021 $ 445,000 $ — $ 582,300 $ — $ 207,390 $ 7,687 $ 1,242,377

Lauren Silvernail (4)

2022 $ 184,167 $ — $ 582,300 $ 290,381 $ — $ 375,650 $ 1,432,498

Former Chief Financial Officer and Executive Vice President, Corporate Development 2021 $ 439,875 $ — $ 582,300 $ — $ 176,800 $ 13,212 $ 1,212,187

(1) Represents the aggregate grant date fair value of stock and option awards granted during 2022, computed in accordance with FASB ASC Topic 718.

Stockholders’ Equity.

(2) Represents annual performance-based cash bonuses paid by us, which were based on achievement of pre-determined key performance indicators by our board of directors for the 2022 and 2021 fiscal years.

In accordance with her employment agreement, Mrs.

Beaver’s cash bonus was pro-rated to 75%.

(3) The table below shows the components of “All Other Compensation” for each of our named executive officers.

Year Company 401(k) Matching Contribution (A) Insurance Premiums (B) President's Club Sales Incentive Trip (C) Severance (D)

David Moatazedi 2022 $ 7,000 $ 4,704 $ 16,287 $ —

2021 $ 7,000 $ 4,089 $ 14,079 $ —

Sandra Beaver 2022 $ — $ 313 $ — $ —

2021 $ — $ — $ — $ —

Rui Avelar, M.D.

2022 $ 4,625 $ 6,008 $ — $ —

2021 $ 2,308 $ 5,379 $ — $ —

Lauren Silvernail 2022 $ 7,000 $ 2,849 $ — $ 365,801

2021 $ 7,000 $ 6,212 $ — $ —

(A) Represents Company matching contributions under the Company’s 401(k) plan.

(B) Represents premiums paid on behalf of named executive officer’s under the Company’s life insurance plan and, beginning in 2021, the Company’s supplemental disability insurance plan.

Moatazedi’s spouse to attend, and certain personal expenses paid for by the Company in connection with Mr.

Moatazedi’s attendance at, the Company’s President’s Club event to recognize the Company’s highest performing sales employees.

(D) Represents amounts paid pursuant to the Separation Agreement, as defined below, as a result of which Mrs.

Silvernail received (i) a lump sum payment equal to 9 months of base salary, (ii) a lump sum payment representing Mrs.

Silvernail’s pro-rated 2022 bonus potential, (iii) Company–paid COBRA premiums for continued health insurance through September 30, 2023, and (iv) reimbursement of any business expenses submitted in accordance with our expense reimbursement policy.

The terms of the Separation Agreement are described in more detail below under “-Agreements with Our Named Executive Officers.”

Silvernail retired from her position as Chief Financial Officer and Executive Vice President, Corporate Development, effective May 31, 2022.

Beaver joined the company as Chief Financial Officer in September 2022.

(6) As consideration for entering into her employment agreement, Mrs.

Beaver received a $100,000 signing bonus in September 2022.

Narrative Explanation of the Summary Compensation Table

Compensation Philosophy

☑ What We Don’t Do

Independent Compensation Committee .

The Committee consists solely of independent directors who establish our compensation policies and practices.

No Guaranteed Compensation .

No guaranteed cash incentives, equity compensation or salary increases for executive officers.

Independent Compensation Consultant.

During 2021, the Committee engaged the services of Compensia, Inc.

and Radford, an AON Company, to provide information, analysis, and other advice to assist with its responsibilities.

No Excise Tax Payments .

We do not provide any excise tax reimbursement payments for any severance or change-in-control payments (including “gross-ups”).

Annual Executive Compensation Review .

The Committee conducts an annual review and approval of our compensation strategy, including a review and determination of our compensation peer group used for comparative purposes.

No Excessive Perquisites .

We provide minimal perquisites and other personal benefits to our NEOs.

Emphasize Long-Term Equity Compensation .

The Committee uses equity awards to deliver long-term incentive compensation opportunities to our executives, including our NEOs.

These equity awards vest over multi-year periods, which serves our long-term value creation goals and retention objectives.

No stock options granted below fair market value .

We do not grant any stock options with an exercise price below fair market value.

Prohibition on Hedging and Pledging .

Under our Insider Trading Policy, we prohibit our employees from hedging any Evolus securities and from pledging any Evolus securities as collateral for a loan.

No stock options re-pricing .

We have never re-priced any stock option issued to our executive officers.

Components of Executive Compensation

The compensation paid to our named executive officers consists of the following components:

• base salary;

• performance-based cash bonuses;

• long-term incentive compensation in the form of stock options and restricted stock units;

• benefits consisting principally of health and welfare and 401(k) plan contributions.

We have entered into employment agreements with each of our named executive officers that establish annual base salaries, which are generally determined, approved and reviewed periodically by our compensation committee in order to compensate our named executive officers for the satisfactory performance of duties to the company.

The following table presents the annual base salaries for each of our named executive officers for the years indicated, as further described under "—Agreements with our Named Executive Officers" below.

Name 2022 2023

David Moatazedi 600,000 700,000

Sandra Beaver 420,000 440,000

Rui Avelar, M.D.

472,000 490,000

Lauren Silvernail 442,000 —

Performance-Based Cash Bonuses

Each of our named executive officers serving at the end of 2022, was eligible to receive an annual incentive (bonus) with a target amount equal to a percentage of his or her salary (100% for Mr.

Moatazedi, 40% for Mrs.

Beaver and 40% for Dr.

Avelar) based on the achievement of corporate key performance indicators determined by our board of directors.

The corporate key performance indicators for 2022 consisted primarily of (i) financial metrics, specifically achieving net revenue, non-GAAP operating expense and gross margin targets;

(ii) commercial objectives, including consumer and customer metrics;

(iii) international expansion strategic milestones;

(iv) specified research and development goals, including the “Extra-Strength” study;

(v) digital innovation milestones and (vi) employee engagement metrics, including diversity initiatives.

For 2022, the Compensation Committee determined that the corporate key performance indicators had been achieved at 110% of the target level.

For 2022, Mr.

Moatazedi’s performance-based annual cash incentive was based 100% on his achievement of the corporate key performance indicators.

Accordingly, his actual annual cash incentive for 2022 was 110% of his target annual incentive.

For 2022, Mr.

Avelar and Mrs.

Beaver were additionally evaluated based upon individual performance criteria.

Applying this evaluation, the compensation committed determined that Mrs.

Beaver and Dr.

Avelar’s actual annual incentive for 2022 was 110% of their target annual incentive.

For 2023, Mrs.

Beaver and Dr.

Avelar’s bonus target percentage will increase from 40% to 45%.

Long-Term Incentive Compensation

Our equity-based incentive awards are designed to align our interests and the interests of our current and future stockholders with those of our employees, non-employee directors and consultants, including our named executive officers.

Our board of directors, on the recommendation of our compensation committee, is responsible for approving equity grants for our executive officers.

All equity compensation awards for our executive officers in 2022 were granted pursuant to our 2017 Omnibus Incentive Plan as further described under "-2017 Omnibus Incentive Plan" below.

2022 Equity Awards

In January 2022, each named executive officer, other than Sandra Beaver was granted a restricted stock unit award and a stock option award.

In September 2022, upon her appointment to Chief Financial Officer, Mrs.

Beaver received a grant of a restricted stock unit award and stock option award as inducement grants.

Each named executive officer’s restricted stock units and stock options granted in 2022 vest over a period of four years, with 1/4th of the shares subject to award vesting annually on each anniversary of the grant date, provided such executive remains in continuous service through the applicable vesting date.

Payments Upon Termination or Change in Control

Our named executive officers will be entitled to receive certain payments and benefits upon termination of their respective employment with our company, as described below under the section entitled “-Agreements with Our Named Executive Officers.”

Agreements with Our Named Executive Officers

Below is a description of our employment agreements with Mr.

Moatazedi, Mrs.

Silvernail, Dr.

Avelar, and Mrs.

As of the date hereof, each of our named executive officers’ employment is “at will” and may be terminated at any time, subject to the severance benefits to which our named executive officers may be eligible for as further described below.

Employment Agreement with Mr.

We entered into an employment agreement with Mr.

Moatazedi in May 2018, as amended in August 2022, or the Moatazedi employment agreement, under which Mr.

Moatazedi serves as our President and Chief Executive Officer.

The Moatazedi employment agreement provides that Mr.

Moatazedi is an at-will employee, sets forth his initial annual base salary of $550,000 (his current annual base salary is $700,000), and his eligibility to participate in employee benefit plans and programs generally available to other senior executives, as in effect from time to time.

Under the Moatazedi employment agreement, Mr.

Moatazedi is entitled to participate in our annual discretionary incentive plan, under which Mr.

Moatazedi’s target annual incentive bonus is 100% of his annual base salary, subject to achievement of key performance indicators as determined by our board of directors in consultation with Mr.

If we terminate Mr.

Moatazedi’s employment for any reason other than for “cause” or if Mr.

Moatazedi resigns from his employment for “good reason”, then Mr.

Moatazedi will be entitled to a cash severance payment in an amount equal to eighteen months of base salary plus one times his target annual bonus for the year in which the termination occurred.

If such termination or resignation occurs within 3 months prior to, upon, or within 12 months after a “change in control,” then Mr.

Moatazedi will be entitled to a cash severance payment in an amount equal to 24 months of base salary plus 1.5 times his target annual bonus for the year in which the termination occurs.

All severance payments and benefits are conditioned upon the execution and non-revocation by Mr.

Moatazedi of a general release of claims in favor of our company.

Payments or benefits payable to Mr.

Moatazedi under his employment agreement or otherwise will, to the extent applicable, either be reduced to avoid excise taxes under Section 280G of the Code or be paid in full (with Mr.

Moatazedi paying any such excise taxes), whichever option places him in the best after-tax position.

Former Employment Agreement with Mrs.

We entered into an employment agreement with Mrs.

Silvernail in May 2018, or the Silvernail employment agreement, under which Mrs.

Silvernail serves as our Chief Financial Officer and Executive Vice President, Corporate Development.

The Silvernail employment agreement provided that Mrs.

Silvernail is an at-will employee, sets forth her initial annual base salary of $425,000 (her annual base salary was $442,000 as of her retirement), and her eligibility to participate in employee benefit plans and programs generally available to other senior executives, as in effect from time to time.

Silvernail also received a one-time payment of $25,000 for relocation expenses.

Under the Silvernail employment agreement, Mrs.

Silvernail was entitled to participate in our annual discretionary incentive plan, under which Mrs.

Silvernail’s target annual incentive bonus is 40% of her annual base salary, subject to achievement of key performance indicators as determined by our board of directors.

If we terminate Mrs.

Silvernail’s employment for any reason other than for “cause” (as defined in the Silvernail employment agreement), or if Mrs.

Silvernail resigns from her employment for “good reason” (as defined in the Silvernail employment agreement), then Mrs.

Silvernail will be entitled to receive continued base salary and health benefits for six months following such termination, plus her pro-rata share of her target annual bonus for the year in which the termination occurred, and accelerated vesting of a portion of her 2018 stock options and restricted stock units as described above.

If such termination or resignation occurs within 12 months after a “change in control,” then Mrs.

Silvernail will be entitled to a cash severance payment in an amount equal to 12 months of base salary plus her pro-rata share of her target annual bonus for the year in which the termination occurs, and accelerated vesting on all of her 2018 stock options and restricted stock units as described above.

All severance payments and benefits are conditioned upon the execution and non-revocation by Mrs.

Silvernail of a general release of claims in favor of our company.

Payments or benefits payable to Mrs.

Silvernail under her employment agreement or otherwise will, to the extent applicable, either be reduced to avoid excise taxes under Section 280G of the Code or be paid in full (with Mrs.

Silvernail paying any such excise taxes), whichever option places her in the best after-tax position.

Separation Agreement with Mrs.

We entered into a separation and release agreement with Mrs.

Silvernail, dated March 3, 2022 (the “Separation Agreement”), in connection with her retirement from her position as our Chief Financial Officer and Executive Vice President, Corporate Development effective as of May 31, 2022 (the “Retirement Date”).

Pursuant to the Separation Agreement, we provided to Mrs.

Silvernail, less any applicable withholdings, on the Retirement Date:

(i) a lump sum payment equal to 9 months of base salary, (ii) a lump sum payment representing Mrs.

Silvernail’s pro-rated 2022 bonus potential, (iii) Company–paid COBRA premiums for continued health insurance through September 30, 2023, and (iv) reimbursement of any business expenses

submitted in accordance with our expense reimbursement policy.

Additionally, the Separation Agreement provides for, as of the Retirement Date, an additional one-year of accelerated vesting for certain equity awards issued to Mrs.

Amended and Restated Employment Agreement with Dr.

We entered into an amended and restated employment agreement with Dr.

Avelar in August 2022, or the Avelar employment agreement, under which Dr.

Avelar serves as our Chief Medical Officer and Head of Research and Development.

The Avelar employment agreement provides that Dr.

Avelar is an at-will employee, sets forth his initial annual base salary of $472,000 (his current annual base salary is $490,000), and his eligibility to participate in employee benefit plans and programs generally available to other senior executives, as in effect from time to time.

Under the Avelar employment agreement, Dr.

Avelar is entitled to participate in our annual discretionary incentive plan, under which Dr.

Avelar’s target annual incentive bonus is 40% of his annual base salary, subject to achievement of key performance indicators as determined by our board of directors.

Under the Avelar employment agreement and subject to Dr.

Avelar executing a release of claims, upon the Company’s termination of Dr.

Avelar’s employment without cause or if Dr.

Avelar resigns for “good reason” (as defined in the Avelar employment agreement), the Company is required to pay (i) severance to Dr.

Avelar equal to twelve months of his base salary paid in a lump sum plus a pro-rated portion of his annual bonus payable for the calendar year in which such termination occurs, (ii) a lump sum payment of the amount Dr.

Avelar would be expected to pay in order to continue medical coverage pursuant to COBRA for twelve months and (iii) a lump sum payment of Fifteen Thousand Dollars ($15,000) as outplacement assistance.

If, however, such a termination of Dr.

Avelar’s employment occurs within three months prior to, upon, or within twelve months after a “change in control” event (as defined in the Avelar employment agreement), Dr.

Avelar is instead entitled, subject to Dr.

Avelar executing a release of claims, to the following (i) severance equal to eighteen months of his base salary paid in a lump sum plus 100% of his annual target bonus payable for the calendar year in which such termination occurs, (ii) a lump sum payment of the amount Dr.

Avelar would be expected to pay in order to continue medical coverage pursuant to COBRA for eighteen months, (iii) a lump sum payment of Fifteen Thousand Dollars ($15,000) as outplacement assistance and (iv) accelerated vesting of all time and service based vesting conditions applicable to his outstanding Company equity awards.

Employment Agreement with Mrs.

We entered into an employment agreement with Mrs.

Beaver in September 2022, or the Beaver employment agreement, under which Mrs.

Beaver serves as our Chief Financial Officer.

The Beaver employment agreement provides that Mrs.

Beaver is an at-will employee, sets forth her initial annual base salary of $420,000 (her current annual base salary is $440,000), and her eligibility to participate in employee benefit plans and programs generally available to other senior executives, as in effect from time to time.

Under the Beaver employment agreement, Mrs.

Beaver is entitled to participate in our annual discretionary incentive plan, under which Mrs.

Beaver’s target annual incentive bonus is 40% of her annual base salary, subject to achievement of key performance indicators as determined by our board of directors.

Under the Beaver employment agreement and subject to Ms.

Beaver executing a release of claims, upon the Company’s termination of Ms.

Beaver’s employment without cause or if Ms.

Beaver resigns for “good reason” (as defined in the Beaver employment agreement), the Company is required to pay (i) severance to Ms.

Beaver equal to twelve months of her base salary paid in a lump sum plus a pro-rated portion of her annual bonus payable for the calendar year in which such termination occurs, (ii) a lump sum payment of the amount Ms.

Beaver would be expected to pay in order to continue medical coverage pursuant to COBRA for twelve months and (iii) a lump sum payment of Fifteen Thousand Dollars ($15,000) as outplacement assistance.

If, however, such a termination of Ms.

Beaver’s employment occurs within three months prior to, upon, or within twelve months after a “change in control” event (as defined in the Beaver employment agreement), Ms.

Beaver is instead entitled, subject to Ms.

Beaver executing a release of claims, to the following (i) severance equal to eighteen months of her base salary paid in a lump sum plus 100% of her annual target bonus payable for the calendar year in which such termination occurs, (ii) a lump sum payment of the amount Ms.

Beaver would be expected to pay in order to continue medical coverage pursuant to COBRA for eighteen months, (iii) a lump sum payment of Fifteen Thousand Dollars ($15,000) as outplacement assistance and (iv) accelerated vesting of all time and service based vesting conditions applicable to her outstanding Company equity awards.

Outstanding Equity Awards at 2022 Fiscal Year-End

The following table sets forth information regarding each unexercised option held by each of our named executive officers as of December 31, 2022:

OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2022

Option Awards (1)

Stock Awards (2)

Number of Securities

Underlying Unexercised

Date Total Options Unexercised Number of Securities Underlying Unexercised Options Exercisable (#) Number of Securities Underlying Unexercised Options Unexercisable (#) Option

David Moatazedi 5/6/2018 5/6/2018 1,182,019 1,182,019 —(3) 7.28 5/6/2028 – –

President and Chief Executive Officer 1/23/2019 1/23/2019 125,000 93,750 31,250(3) 16.19 1/23/2029 – –

1/23/2020 1/23/2020 141,910 70,954 70,956(3) 10.19 1/23/2030 41,035(3) 308,173

1/27/2021 — — — — — — 200,001(3) 1,502,008

3/26/2021 — — — — — — 36,640(3) 275,166

1/24/2022 1/24/2022 310,559 — 310,559(3) 5.46 1/24/2032 214,286(3) 1,609,288

Sandra Beaver 9/5/2022 9/5/2022 169,158 — 169,158(3) 9.06 9/5/2032 36,443(3) 273,687

Chief Financial Officer

Rui Avelar, M.D.

1/6/2018 1/6/2018 189,682 189,682 —(3) 9.98 1/6/2028 – –

Chief Medical Officer and Head of Research and Development 1/23/2019 1/23/2019 60,000 45,000 15,000(3) 16.19 1/23/2029 – –

1/23/2020 1/23/2020 45,000 22,500 22,500(3) 10.19 1/23/2030 13,000(3) 97,630

1/27/2021 — — — — — — 67,500(3) 506,925

1/24/2022 1/24/2022 77,640 — 77,640(3) 5.46 1/24/2032 53,571(3) 402,318

(1) All of the equity awards set forth above have been granted under the 2017 Omnibus Incentive Plan.

(2) Reflects restricted stock units, each of which represents a contingent right to receive one share of our common stock.

The market value of such award was calculated based on the $7.51 closing price of a share of our common stock as of December 31, 2022 (which was the last trading day in our fiscal year).

(3) 25% of the shares subject to the option or restricted stock units will vest annually on the first four anniversaries of the vesting commencement date, subject to continuous service through each vesting date.

2017 Omnibus Incentive Plan

On November 21, 2017, our board of directors and sole stockholder at that time adopted and approved the 2017 Omnibus Incentive Plan (the “2017 Plan”).

The following is a brief summary of the materials terms of the 2017 Plan.

This summary is qualified in its entirety by the full text of the 2017 Plan, which is an exhibit to the Form S-1 filed on January 9, 2018.

The purpose of our 2017 Plan is to promote our interests and our stockholders by strengthening our ability to attract, motivate and retain individuals to serve as employees, directors and consultants by providing them with additional incentives to put forth maximum efforts to improve our business and earnings.

The 2017 Plan provides for the grant of incentive stock options, or ISOs, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock units and other stock-based awards.

ISOs may be granted only to employees.

All other awards may be granted to our and our affiliates’ employees, non-employee directors, consultants and other service providers.

Administration, Amendment and Termination

The 2017 Plan is administered by our board of directors or a committee of our board of directors designated by our board of directors to administer the 2017 Plan.

Our board of directors has retained the right to exercise the authority of any committee that it appoints to administer the 2017 Plan to the extent consistent with applicable law and the applicable requirements of any stock exchange.

Our board of directors has delegated general administrative authority with respect to the 2017 Plan to our compensation committee, except that our board of directors considers and approves equity award grants to our non-employee directors.

Subject to the terms of the 2017 Plan, the plan administrator has the authority (i) to grant and amend awards, which includes determining the type, form, terms and conditions and number of shares subject to any award, (ii) to interpret any provision of the 2017 Plan, any award or any award agreement and (iii) to make all determinations and decisions necessary for the administration of the 2017 Plan.

All determinations and decisions by the plan administrator under the 2017 Plan are in its sole discretion and are final and binding.

Securities to be Offered

The 2017 Plan provides for awards based on shares of our common stock.

Subject to adjustment as described below, the total number of shares authorized to be awarded under the 2017 Plan may not exceed 2,638,889 (all of which will be available for grant as ISOs), plus an annual increase on each anniversary of November 21, 2017 equal to 4.0% of the total issued and outstanding shares of our common stock as of such anniversary (or such lesser number of shares as may be determined by our board of directors).

The current share limit under the 2017 Plan, subject to adjustment as described below, is 10,890,621 shares, which is the sum of the initial limit of 2,638,889 shares plus the annual increases through and including the annual increase on November 21, 2022.

Shares issued under the 2017 Plan may consist in whole or in part of authorized but unissued shares, treasury shares or shares purchased on the open market or otherwise, all as determined by our company from time to time.

Any award settled in cash will not be counted as issued shares for any purpose under the 2017 Plan.

If any award expires, or is terminated, surrendered or forfeited, the unissued shares covered by the award will again be available for the grant of awards.

If shares issued pursuant to the 2017 Plan are repurchased by, or are surrendered or forfeited to our company, at no more than cost, those shares will again be available for the grant of awards.

If shares issuable upon exercise, vesting or settlement of an award or shares owned by a grantee are surrendered or tendered to our company in payment of the purchase price of an award or any taxes required to be withheld for an award, those surrendered or tendered shares will again be available for the grant of awards.

Substitute awards will not be counted against the number of shares available for the grant of awards under the 2017 Plan.

Eligibility to participate in the 2017 Plan is limited to such of our and our affiliates’ employees, officers, non-employee directors, consultants and advisors as determined from time to time by the plan administrator.

Stock Options

The 2017 Plan provides for the grant of options to purchase shares of our common stock at exercise prices, and subject to terms, conditions and limitations, determined by the plan administrator and set forth in an option agreement delivered to the optionee.

An option that the 2017 Plan administrator intends to be an “incentive stock option” as defined in Section 422 of the Code, or an ISO, will be granted only to our employees and will be subject to and be construed consistently with the requirements of Section 422 of the Code.

An option that does not qualify as an ISO is referred to as a “non-qualified stock option.”

Stock Appreciation Rights

The 2017 Plan provides for the grant of stock appreciation rights, or SARs, which may be awarded either alone or in tandem with, or as a component of, other awards.

The applicable award agreement will include information about the terms and conditions under which a SAR will be exercisable, including any performance requirements.

A SAR confers on the participant a right to receive, upon exercise, a payment of the excess of (i) the fair market value of one share of our stock on the date of exercise over (ii) the grant price of the SAR as determined by the plan administrator (which will be equal to at least the fair market value on the grant date).

Restricted Stock Awards

The 2017 Plan provides for the grant of restricted stock awards.

In general, a restricted stock award is an award of actual shares of common stock issued in the participant’s name that are subject to certain vesting requirements and that we may hold until the applicable vesting date, at which time the shares are released to the participant.

Alternatively, at the discretion of the plan administrator, we may issue a restricted stock certificate bearing the legends required by applicable securities laws.

The plan administrator will determine the terms and conditions of any restricted stock award, which will be set forth in the restricted stock agreement delivered to the participant.

A restricted stock award holder will have all the rights of a stockholder with respect to such shares, including voting and dividend rights, subject, however, to the restrictions and conditions specified in the restricted stock agreement.

Restricted Stock Units

The 2017 Plan provides for the grant of restricted stock units, or RSUs.

An RSU represents the right to receive one share of common stock upon the applicable vesting date, but no share is actually issued until vesting.

An RSU may be settled in cash rather than stock to the extent provided in the applicable award agreement.

The plan administrator will determine the terms and conditions of any RSUs granted under the 2017 Plan.

In general, a holder of RSUs will not have any rights of a stockholder but the plan administrator may provide that the holder is entitled to receive dividend equivalent rights.

Stock-Based Performance Awards

The 2017 Plan provides for the grant of awards based on various performance conditions as may be specified by the plan administrator.

Settlement of performance awards may be in cash, shares, other awards or other property, in the discretion of the plan administrator.

The plan administrator may reduce the amount of a settlement otherwise to be made in connection with performance awards.

Other Stock-Based Awards

The plan administrator may grant other stock-based awards, either alone or in addition to or in conjunction with other awards under the 2017 Plan, based upon the common stock, having terms and conditions as the plan administrator may determine.

Transferability of Awards

A participant may not assign or transfer an award under the 2017 Plan, except by will or as permitted under the laws of descent and distribution.

During a participant’s lifetime, only the participant personally (or his or her personal representative) may exercise rights under the 2017 Plan.

However, if authorized by the applicable award agreement, a participant may transfer, not for value, all or part of an award (other than an ISO) to certain family members, in accordance with the terms of the 2017 Plan.

After a permitted transfer, the award will continue to be subject to the same terms and conditions as it was before the transfer.

Rights as Stockholder

Unless an applicable award agreement states otherwise, a 2017 Plan participant will have no rights as a stockholder with respect to any shares covered by an award until he or she becomes the record holder of the shares.

Withholding for Payment of Taxes

We may deduct from payments of any kind otherwise due to a 2017 Plan participant any federal, state or local taxes of any kind required by law to be withheld in connection with the vesting of or other lapse of restrictions applicable to an award or upon the issuance of any shares of stock upon the exercise of an option or pursuant to an award.

Effect of Certain Transactions

If (i) the number of outstanding shares of our common stock is increased or decreased or the shares are changed into or exchanged for a different number or kind of shares or other securities of our company on account of any recapitalization, reclassification, stock split, reverse split, combination of shares, exchange of shares, stock dividend or other distribution payable in capital stock, or other increase or decrease in shares effected without receipt of consideration by our company or (ii) there occurs any spin-off, split-up, extraordinary cash dividend or other distribution of assets by our company, then (a) the

number and kind of shares for which grants of 2017 Plan awards may be made, (b) the number and kind of shares for which outstanding awards may be exercised or settled and (c) the performance goals relating to outstanding awards, will all be equitably adjusted by our company.

In addition, in the event of any increase or decrease in the number of outstanding shares or other transaction described in clause (ii) above, the number and kind of shares for which 2017 Plan awards are outstanding and the option price per share of outstanding options will be equitably adjusted.

Unless otherwise provided in an award agreement, in the event of a corporate transaction (i.e., a reorganization, merger, statutory share exchange, consolidation, sale of all or substantially all of our company’s assets, acquisition of assets or stock of another entity by our company, or other corporate transaction involving our company or any of our affiliates), the 2017 Plan and awards under it will continue in effect in accordance with their terms, except that after a corporate transaction either (i) each outstanding award will be treated as provided for in the corporate transaction agreement or (ii) if not covered in the corporate transaction agreement, each grantee will be entitled to receive for each share of common stock under the grantee’s awards (upon exercise or payment or transfer in respect of those awards), the same consideration that each of our common stockholders was entitled to receive in the corporate transaction for one share, except that such consideration will remain subject to all of the terms and conditions (including performance criteria) that were applicable to the awards before the corporate transaction.

Treatment of 2017 Plan awards upon a corporate transaction may include cancellation and liquidation of stock options and SARs (including for $0 if the options or SARs are underwater at the time of the corporate transaction).

Change in Control

In the event of a “change in control” (as defined in the 2017 Plan), either of the following provisions will apply to 2017 Plan awards outstanding at the time, depending on whether, and the extent to which, awards are assumed, converted or replaced by the resulting entity in the change in control (and unless otherwise provided in the applicable award agreement):

(1) If awards are not assumed, converted or replaced by the resulting entity in the change in control, then those awards will become fully exercisable and all restrictions on the awards will lapse, except for performance awards, for which the target payout opportunities attainable will be deemed to have been fully earned as of the change in control based upon the greater of (a) an assumed achievement of all relevant performance goals at the “target” level or (b) the actual level of achievement of all relevant performance goals against target as of our fiscal quarter end preceding the change in control.

(2) If awards are assumed, converted or replaced by the resulting entity in the change in control, if, within 24 months after the change in control, the grantee is involuntarily terminated, then the grantee’s awards will become fully exercisable and all restrictions on the awards will lapse, except for performance awards, for which the target payout opportunities attainable will be deemed to have been fully earned as of the involuntary termination based upon the greater of (a) an assumed achievement of all relevant performance goals at the “target” level, or (b) the actual level of achievement of all relevant performance goals against target as of our fiscal quarter end preceding the change in control.

All awards, amounts or benefits received or outstanding under the 2017 Plan shall be subject to clawback, cancellation, recoupment, rescission, payback, reduction, or other similar action in accordance with any clawback or similar policy or any applicable law related to such actions.

Detrimental Conduct

Except as otherwise provided by our board of directors, if a participant engages in “detrimental conduct” (as defined in the 2017 Plan), he or she shall forfeit or pay the following:

(i) any and all outstanding awards (whether vested or unvested, exercisable or unexercisable), and (ii) any cash or shares of our common stock, or any profit realized from the sale or other disposition of shares of our common stock, received by the participant in connection with the 2017 Plan within the 36-month period immediately before the date we determine the participant has engaged in detrimental conduct.

Amendment and Termination

The plan administrator may amend, suspend or terminate the 2017 Plan as to any awards that have not been made.

No amendment, suspension or termination of the 2017 Plan may, without participant consent, materially impair rights or obligations under any outstanding award.

The plan administrator may amend, modify or supplement the terms of any outstanding award, including modification of awards to foreign nationals or individuals who are employed outside the United States to recognize differences in local law, tax policy or custom.

Other Compensation Matters

Perquisites and Health and Welfare Benefits

Our named executive officers are eligible to receive employee benefits, including medical, dental, vision, group life, disability and accidental death and dismemberment insurance, in each case on the same basis as all of our other employees.

Beginning in 2021, we began offering supplemental disability insurance to our executive officers.

Our board of directors may elect to adopt qualified or non-qualified benefit plans in the future if it determines that doing so is in our best interests.

In May 2018, we adopted the Evolus, Inc.

Retirement Plan, a tax‑qualified retirement plan that provides eligible employees with an opportunity to save for retirement on a tax advantaged basis.

All participants’ interests in their deferrals are 100% vested when contributed.

We contribute a $0.50 match for every $1.00 contributed by a participating employee up to 6% of their annual salary up to an annual maximum of $7,000 in 2021 and 2022, with such matching contributions becoming vested as to 25% each year and becoming fully vested when participating employees reach the four-year anniversary from their date of hire, giving credit for past service.

Pre‑tax contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participant’s direction.

This retirement plan is intended to qualify under Sections 401(a) and 501(a) of the Code.

As a tax‑qualified retirement plan, contributions to this plan and earnings on those contributions are not taxable to the employees until distributed from the plan, and all contributions are deductible by us when made.

Director Compensation

Our director compensation program is intended to enhance our ability to attract, retain and motivate non-employee directors of exceptional ability and to promote the common interest of directors and stockholders in enhancing the value of our common stock.

The board of directors reviews director compensation at least annually.

The compensation committee has the sole authority to engage a consulting firm to evaluate director compensation.

Our non-employee directors receive equity and cash compensation for their service as directors.

In 2022, each non-employee director received an annual retainer of $45,000.

For 2023, the compensation is unchanged for our non-employee directors.

The annual retainers are paid on a quarterly basis.

Our non-executive board chairman receives an additional annual retainer of $35,000.

Additionally, our non-employee directors receive compensation for committee service as follows:

Position Amount (1)

Audit Committee Chair 20,000

Other Audit Committee Members 10,000

Compensation Committee Chair 15,000

Other Compensation Committee Members 7,500

Nominating and Corporate Governance Committee Chair 10,000

Other Nominating and Corporate Governance Committee Members 5,000

(1) These amounts are annualized amounts, payable quarterly.

For 2022, equity awards for qualifying non-employee directors consisted of (a) an initial equity award with a grant date fair value of approximately $230,000 (increasing to $255,000 for periods after February 2022), upon initial election to the board, subject to vesting and to continued service on the board, and (b) annual equity awards with a grant date fair value of approximately $170,000, subject to vesting and continued service on the board.

For 2022, these awards were in the form of restricted stock units and stock options.

In January 2022, each non-employee director, other than Mrs.

Stewart, serving on the board on that date was granted (i) 15,568 restricted stock units and (ii) a stock option to purchase 22,727 shares of our common stock at a per share exercise price of $5.46.

The restricted stock units were scheduled to vest, subject to continued service, in full on the twelve month anniversary of the date of grant.

The options were scheduled to vest, subject to continued service, in twelve monthly installments following the date of grant.

Stewart joined our board of directors on January 5, 2022 and was granted 36,508 restricted stock units.

Stewart’s restricted stock units will vest over a period of two years, with 1/2 of the shares subject to the option vesting annually on the anniversary of January 5, 2021, subject to continued service.

The table below summarizes the compensation paid by us to our non-employee directors during the year ended December 31, 2022.

David Moatazedi, our President and Chief Executive Officer, served as a member of the board during 2022, but did not receive any additional compensation for such service as a director.

2022 DIRECTOR COMPENSATION TABLE

Name Fees Earned or Paid in Cash

Stock Awards (1)(2)

Vikram Malik (Chairman) (3)

82,000 165,698 247,698

Simone Blank 45,000 165,698 210,698

Peter Farrell 60,000 165,698 225,698

David Gill (3)

74,500 165,698 240,198

Robert Hayman 60,000 165,698 225,698

Karah Parschauer 72,500 165,698 238,198

Brady Stewart 45,000 230,000 275,000

(1) Represents the aggregate grant date fair value of the restricted stock unit awards granted to the non-employee directors during 2022, computed in accordance with FASB ASC Topic 718.

Stockholders’ Equity for a discussion of the assumptions we made in determining the grant date fair value of our restricted stock unit awards.

(2) The restricted stock units reflected in the above table constitute the aggregate number of restricted stock units granted to each non-employee director in 2022.

As of December 31, 2022, each non-employee director serving as of December 31, 2022 held the following number of outstanding and unexercised options and outstanding restricted stock units:

Malik, 77,900 options and 29,076 restricted stock units, Ms.

Blank, 77,900 options and 15,568 restricted stock units, Dr.

Farrell, 70,454 options and 15,568 restricted stock units, Mr.

Gill, 81,486 options and 15,568 restricted stock units, Mr.

Hayman, 77,900 options and 15,568 restricted stock units, Mrs.

Parschauer, 70,454 options and 15,568 restricted stock units, and Mrs.

Stewart, 36,508 restricted stock units.

(3) Includes $2,000 for service on a strategic committee of the Board of Directors.

Security Ownership of Certain of Beneficial Owners and Management and Related Stockholder Matters.

The information required by this item is incorporated herein by reference to information contained in the Proxy Statement for our 2022 Annual Meeting of Stockholders.

The following table sets forth the number of outstanding shares of common stock beneficially owned and the percentage of common stock beneficially owned, as of March 3, 2023, by:

• each person known to us to be the beneficial owner of more than five percent of our then-outstanding common stock;

• each director and named executive officer;

• all of our directors and executive officers as a group.

The number of shares of common stock beneficially owned by each person is determined under the rules of the SEC.

Under these rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares that the individual has the right to acquire by May 2, 2023 (sixty days after March 3, 2023) through the exercise or conversion of a security or other right.

Unless otherwise indicated or pursuant to applicable community property laws, each person has sole investment and voting power, or shares such power with a family member, with respect to the shares set forth in the following table.

The inclusion in this table of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of those shares for any other purpose.

The percentage of beneficial ownership in the table below is based on 56,411,661 shares of common stock deemed to be outstanding as of March 3, 2023.

Beneficial owner Shares Beneficially Owned % of Total Voting Power

Named Executive Officers and Directors

David Moatazedi (1)

1,644,059 2.8 %

Lauren Silvernail 20,420 *

Rui Avelar, M.D.

Sandra Beaver — *

Vikram Malik (3)

Simone Blank (4)(5)

Robert Hayman (4)

David Gill (6)

Peter Farrell, Ph.D., D.Sc.

Karah Parschauer (7)

Brady Stewart (8)

All executive officers and directors as a group (10 persons) 3,256,708 5.5 %

Greater than 5% Holders

Alphaeon 1, LLC (9)

4,214,871 7.5 %

Medytox, Inc.

5,071,989 9.0 %

Daewoong Pharmaceutical Co., Ltd.

3,136,869 5.6 %

First Manhattan Co.

3,334,916 5.9 %

Deerfield Mgmt, L.P.

3,030,299 5.4 %

Millennium Management LLC (14)

3,328,597 5.9 %

Tang Capital Partners, LP (15)

3,038,732 5.4 %

* Less than 1%

(1) Includes options to purchase 1,491,090 shares of common stock exercisable within 60 days of March 3, 2023 and 152,969 deliverable pursuant to restricted stock units within 60 days of March 3, 2023.

(2) Includes options to purchase 302,842 shares of common stock exercisable within 60 days of March 3, 2023 and 42,392 deliverable pursuant to restricted stock units within 60 days of March 3, 2023.

(3) Includes options to purchase 82,741 shares of common stock exercisable within 60 days of March 3, 2023 and 4,503 deliverable pursuant to restricted stock units within 60 days of March 3, 2023.

(4) Includes options to purchase 82,741 shares of common stock exercisable within 60 days of March 3, 2023

(5) Includes 367,577 shares of common stock held by Dental Innovations Apus Investment BV (“DIAI”).

As the sole beneficial holder of DIAI, Ms.

Blank may be deemed to share voting and dispositive power over the shares held by DIAI.

(6) Includes options to purchase 86,327 shares of common stock exercisable within 60 days of March 3, 2023.

(7) Includes options to purchase 75,295 shares of common stock exercisable within 60 days of March 3, 2023.

(8) Includes options to purchase 2,947 shares of common stock exercisable within 60 days of March 3, 2023.

(9) Based on information set forth in a Form 4 filed by ALPHAEON 1, LLC with the SEC on February 17, 2023.

Alphaeon 1, LLC has sole voting and investment power over the shares.

The address of Alphaeon 1, LLC is 4040 MacArthur Blvd., Suite 310, Newport Beach, California 92660.

Alphaeon 1, LLC’s voting and investment decisions are made by its board of managers which, as of the date of this annual report, consists of Jost Fischer, Darren O’Brien, Robert Grant, and Richard Taketa.

These members of Alphaeon 1, LLC’s board of directors may be deemed to share voting, investment or dispositive power over the shares held by Alphaeon 1, LLC.

(10) Based on information set forth in a Form 4 filed by Medytox with the SEC on February 7, 2023.

Medytox has sole voting and investment power of the shares.

The address of Medytox is 78 Gangni 1-gil Ochang-eup, Cheongwon-gu Cheongju-si, Chungcheongbuk-do 28126, Republic of Korea.

(11) Based on information set forth in a Schedule 13G filed by Daewoong with the SEC on April 1, 2021, Daewoong has sole voting and investment power of the shares.

The address of Daewoong is 35-14, Jeyakgongdan 4-gil, Hyangnam-eup, Hwaseong-si, Gyeonggi-do, Republic of Korea.

(12) Based on information set forth in a Schedule 13G/A filed by First Manhattan Co.

LLC with the SEC on February 14, 2023, First Manhattan Co.

has sole voting and investment power of the shares.

The address of First Manhattan Co.

is 399 Park Avenue, New York, New York 10022.

(13) Based on information set forth in a Schedule 13G filed by Deerfield Mgmt, L.P.

and its affiliates with the SEC on February 10, 2023, Deerfield Mgmt, L.P.

and its affiliates have shared voting and investment power of the shares.

The address of Deerfield Mgmt, L.P.

is 345 Park Avenue South, 12th Floor, New York, New York 10010.

(14) Based on information set forth in a Schedule 13G filed by Millennium Management LLC with the SEC on February 15, 2023, Millennium Management LLC has shared voting and investment power of the shares.

The address of Millennium Management LLC is 399 Park Avenue, New York, New York 10022.

(15) Based on information set forth in a Schedule 13G filed by Tang Capital Partners, LP with the SEC on February 10, 2023, Tang Capital Partners, LP has shared voting and investment power of the shares.

The address of Tang Capital Partners, LP is 4747 Executive Drive, Suite 510, San Diego, CA 92121.

Equity Compensation Plan Information

The following table provides information as of December 31, 2022 with respect to shares of common stock that may be issued under our 2017 Omnibus Incentive Plan:

COMMON STOCK ISSUABLE UNDER EQUITY PLAN

Plan Category Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights

(a) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (1)

(b) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans

Equity compensation plans approved by stockholders (2)

7,260,377 (3)

$9.24 3,515,904

Equity compensation plans not approved by stockholders (4)

Totals 7,465,978 3,515,904

(1) The weighted-average exercise price does not reflect the shares that will be issued in connection with the settlement of Restricted Stock Units, since Restricted Stock Units have no exercise price.

(2) Consists of shares issuable under outstanding options under the 2017 Omnibus Incentive Plan plus an annual increase on each anniversary of November 21, 2017 equal to 4% of the total issued and outstanding shares of our common stock as of such anniversary (or such lesser number of shares as may be determined by our board of directors).

Shares issuable under the 2017 Omnibus Incentive Plan may be used for any type of award authorized under the plan, including stock options, stock appreciation rights, restricted stock and restricted stock units.

(3) Consists of 4,600,363 shares of common stock issuable upon the exercise of stock options and 2,660,014 shares of common stock deliverable upon settlement of restricted stock units.

(4) Consists of the outstanding inducement grants.

(5) Consists of 169,158 shares of common stock issuable upon the exercise of stock options and 36,443 shares of common stock deliverable upon settlement of restricted stock units.

Certain Relationships and Related Transactions, and Director Independence.

The information required by this item is incorporated herein by reference to information contained in the Proxy Statement for our 2022 Annual Meeting of Stockholders.

Procedures for Approval of Related Person Transactions

Pursuant to the charter of the audit committee, the audit committee is responsible for reviewing, approving and ratifying in advance any “related person transactions.” For purposes of the charter of the audit committee only, a “related person transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we and any “related person” are participants and had or will have a direct or indirect material interest, involving an amount that exceeds $120,000.

A “related person” is any executive officer, director or a holder of more than 5% of any class of our equity, including any of their immediate family members and any entity owned or controlled by such persons.

Our audit committee will review, on an annual basis, the previously approved related person transactions that are continuous in nature to determine whether such transactions should continue.

Related Party Transactions

The following is a description of transactions since January 1, 2020 to which we have been a party, in which the amount involved exceeded or will exceed the lesser of $120,000 and 1% of the average of our total assets at year end for the last two completed fiscal years, and in which any of our directors, executive officers or beneficial owners of more than 5% of our capital stock, or an affiliate or immediate family member thereof, had or will have a direct or indirect material interest, other than compensation, termination and change-in-control arrangements.

The transactions set forth below were approved by the audit committee.

We believe we have executed all of the transactions set forth below on terms no less favorable to us than we could have obtained from unaffiliated third parties.

It is our intention to ensure that all future transactions between us and our officers, directors and principal stockholders and their affiliates are approved by the audit committee.

Employment of David Moatazedi’s Brother-In-Law

Since September 2018, we have employed Mr.

Moatazedi’s brother-in-law as a Senior Manager, Marketing.

He receives compensation commensurate with his level of experience and other employees having similar responsibilities.

The total salary paid to Mr.

Moatazedi’s brother-in-law for each of 2022 and 2021 was approximately $148,000 and $138,000, respectively.

He received 12,214 restricted stock units in 2022, and 3,000 restricted stock units in 2021, and bonuses for 2022 and 2021 performance of approximately $25,100 and $25,500, respectively.

He is not considered an officer under Section 16 of the Exchange Act and does not report directly to Mr.

Medytox Settlement Agreements

As of March 3, 2023, Medytox, Inc., or Medytox, owned 5,071,989 shares of our common stock, par value $0.00001 per share, or approximately 9.0% of our outstanding shares of common stock.

These shares were issued to Medytox in connection with the Medytox/Allergan Settlement Agreements.

In February 2021, we entered into a Settlement and License Agreement with Medytox, and Allergan, Inc.

and Allergan Limited, or collectively Allergan, which we refer to as the U.S.

Settlement Agreement and another Settlement and License Agreement with Medytox which we refer to as the ROW Settlement Agreement.

We refer to the U.S.

Settlement Agreement and the ROW Settlement Agreement collectively as the Medytox Settlement Agreements.

Under the Medytox Settlement Agreements, we obtained (i) a license to commercialize, manufacture and to have manufactured for us certain products identified in the Medytox Settlement Agreements, including Jeuveau ® (the “Licensed Products”), in the United States and other territories where we license Jeuveau ® , (ii) the dismissal of outstanding litigation against us, including an action before the International Trade Commission brought by Medytox, which we refer to as the ITC Action, a rescission of related remedial orders that resulted from the ITC Action, and the dismissal of a civil case in the Superior Court of California against us, which we refer to together with any claims (including claims brought in Korean courts) with a common nexus of fact as the Medytox Actions, and (iii) releases of claims against us for the Medytox Actions.

In exchange, we agreed to (i) make cash payments of $35.0 million in multiple payments over two years to Allergan and Medytox, (ii) pay to Allergan and Medytox certain royalties on the sale of Jeuveau ® , based on a certain dollar amount per vial sold of Licensed Product by us or on our behalf in the United States, from December 16, 2020 to September 16, 2022, (iii) from December 16, 2020 to September 16, 2022, pay to Medytox a low-double digit royalty on net sales of Jeuveau ® sold by us or on our behalf in territories we have licensed outside the United States;

(iv) from September 17, 2022 to September 16, 2032, pay to Medytox a mid-single digit royalty percentage on net sales of Jeuveau ® in the United States and all territories we have licensed outside the United States, (v) issue to Medytox 6,762,652 shares of our common stock, par value $0.00001 per

share, which we issued in February 2021, and (vi) enter into a Registration Rights Agreement pursuant to which we granted certain registration rights to Medytox with respect to such shares of common stock beginning as of March 31, 2022.

During 2022, we made milestone and royalty payments totaling approximately $11.4 million to Medytox under the Medytox/Allergan Settlement Agreements.

Daewoong Agreements

As of March 3, 2023, Daewoong Pharmaceutical Co., Ltd., or Daewoong, owned 3,136,869 shares of our common stock, par value $0.00001 per share, or approximately 5.6% of our outstanding shares of common stock.

These shares were issued to Daewoong on May 23, 2021 upon the conversion of a $40 million Convertible Promissory Note we previously issued to Daewoong on July 6, 2020 pursuant to a Convertible Promissory Note Conversion Agreement we entered into with Daewoong on March 23, 2021 as part of the 2021 Daewoong Arrangement described below.

Daewoong License and Supply Agreement

In 2013, we and Daewoong entered into a license and supply agreement, as amended, which we refer to as the Daewoong Agreement, pursuant to which we have an exclusive distribution license to Jeuveau ® from Daewoong for aesthetic indications in the United States, EU, Great Britain, Canada, Australia, Russia, C.I.S., and South Africa, as well as co-exclusive distribution rights with Daewoong in Japan.

Under the Daewoong Agreement, we are required to make certain minimum annual purchases in order to maintain the exclusivity of the license.

These minimum purchase obligations are contingent upon the occurrence of future events, including receipt of governmental approvals and our future market share in various jurisdictions.

Under the Daewoong Agreement, Daewoong is responsible for all costs related to the manufacturing of Jeuveau ® , including costs related to the operation and upkeep of its manufacturing facility, and we are responsible for all costs related to obtaining regulatory approval, including clinical expenses, and commercialization of Jeuveau ® .

On March 23, 2021, as part of the 2021 Daewoong Arrangement, we entered into a Third Amendment to the Supply Agreement, which amends the Daewoong Agreement and which we refer to as the “Daewoong Agreement Amendment.” Under the Daewoong Agreement Amendment, the Daewoong Agreement was amended to:

(i) expand the territory within which we may distribute Jeuveau ® to certain countries in Europe;

(ii) reduce the period of time with respect to which we are required to deliver binding forecasts to Daewoong;

(iii) introduce certain limitations on Daewoong’s ability to convert our exclusive license for certain territories to a non-exclusive license in the event we fail to meet certain minimum purchase requirements for such territory;

(iv) adjust the minimum purchase requirements and reduce the transfer price per vial of Jeuveau ® applicable to various territories;

(v) require that any Jeuveau ® supplied by Daewoong match certain shelf-life thresholds;

and (vi) prohibit us from sharing certain confidential information regarding Daewoong with Medytox or its affiliates or representatives.

In 2022, we made payments to Daewoong of $50.7 million.

Daewoong Arrangement

On March 23, 2021, we also entered into a Confidential Settlement and Release Agreement with Daewoong, which we refer to as the Daewoong Settlement Agreement.

We refer to the Daewoong Settlement Agreement, the Convertible Promissory Note Conversion Agreement and the Daewoong Agreement Amendment described above collectively as the Daewoong Arrangement.

Under the Daewoong Arrangement, (i) Daewoong agreed to (a) pay us an amount equal to $25.5 million, which we received on April 6, 2021, (b) pay certain reasonable legal fees incurred by our litigation counsel in connection with its defense of the ITC Action (including any appeal of the resulting remedial orders), (c) cancel all remaining milestone payments of up to $10.5 million in the aggregate under the Daewoong Agreement, and (d) reimburse us certain amounts (calculated on a dollar amount per vials sold basis in the United States) for sales of Licensed Products, partially offsetting the royalty payments we are required to pay Medytox and Allergan pursuant to the U.S.

Settlement Agreement;

and (ii) we agreed to (y) release certain claims we may have against Daewoong or certain of its affiliates and representatives related to the allegations made in or the subject matter of the Medytox/Allergan Actions, or any orders, remedies and losses resulting from the Medytox/Allergan Actions, and (z) coordinate with Daewoong on certain matters related to the Medytox/Allergan Actions.

Indemnification Agreements

We enter into indemnification agreements with our directors and executive officers upon their election to office.

These indemnification agreements may require us, among other things, to indemnify our directors and officers for some expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or officer in any action or

proceeding arising out of his or her service as one of our directors or officers, or any of our subsidiaries or any other company or enterprise to which the person provides services at our request.

Independence of Directors

Under Nasdaq rules, independent directors must comprise a majority of a listed company’s board.

Under Nasdaq rules, a director will qualify as an “independent director” only if, in the opinion of that company’s board, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

The board of directors undertook a review of the independence of each director and considered whether each director has a material relationship with Evolus that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities as a director.

Based upon information requested from and provided by each director regarding each director’s business and personal activities and relationships as they may relate to us and our management, including the beneficial ownership of our capital stock by each non-employee director and the transactions involving them described in the section entitled “Related Party Transactions” above, the board of directors has determined that each of Vikram Malik, Peter Farrell, David Gill, Robert Hayman, Karah Parschauer, Simone Blank, and Brady Stewart qualify as independent directors in accordance with the rules of Nasdaq.

David Moatazedi does not qualify as independent directors in accordance with such rules.

Principal Accounting Fees and Services.

The information required by this item is incorporated herein by reference to information contained in the Proxy Statement for our 2022 Annual Meeting of Stockholders.

Fees Paid to the Independent Registered Public Accounting Firm

The following table sets forth the aggregate fees for professional service provided by our independent registered public accounting firm, Ernst & Young LLP, for the years ended December 31, 2022 and 2021:

Audit Fees (1)

$ 830,500 $ 907,000

Audit-Related Fees — —

175,100 215,000

All Other Fees (3)

Total $ 1,006,600 $ 1,123,000

(1) Audit fees consist of the fees for professional services rendered for the audit of our annual financial statements, review of our quarterly financial statements and in connection with the preparation of registration statements filed with the SEC.

(2) Tax fees include fees for preparation of the Company’s federal and state returns and tax consultation in connection with tax credits.

(3) All other fees consists of a subscription to EY’s online accounting research tool.

Audit Committee Pre-Approval Policies and Procedures

The audit committee has adopted a policy that requires the audit committee or a member of the audit committee to pre-approve all audit and permissible non-audit services to be provided by our independent auditor.

These services include audit services, audit-related services and tax services.

Pre-approval is generally requested annually, with any pre-approval detailed as to the particular service, which must be classified in one of the three categories of services listed above.

Our audit committee may also, on a case-by-case basis, pre-approve particular services that are not contained in the annual pre-approval request.

In connection with this pre-approval policy, our audit committee also considers whether the categories of pre-approved services are consistent with the rules on accountant independence of the SEC and the Public Company Accounting Oversight Board.

In addition, in the event time constraints require pre-approval prior to our audit committee’s next scheduled meeting, our audit committee has authorized its chairperson to pre-approve services.

Engagements so pre-approved are to be reported to our audit committee at its next scheduled meeting.

Our audit committee or its chairperson pre-approved all audit and tax services provided by EY in the years ended December 31, 2022 and 2021 pursuant to the foregoing pre-approval policies and procedures.

Exhibits, Financial Statement Schedules.

1 unchanged sentence

(1) Financial Statements.

See Item 8 “Financial Statements and Supplementary Data” elsewhere in this Annual Report on Form 10-K.

See Item 8 “Consolidated Financial Statements and Supplementary Data” elsewhere in this Annual Report on Form 10-K.

(2) Financial Statement Schedules.

12 unchanged sentences

S-1/A 333-222478 4.1 1/25/18

Stockholders’ Agreement, dated as of December 14, 2017, by and among ALPHAEON Corporation, Dental Innovations BVBA, Longitude Venture Partners II, L.P.

and the Registrant.

S-1 333-222478 4.2 1/9/18

Description of Securities

Registration Rights Agreement, dated February 18, 2021, by and between Evolus Inc.

and Medytox, Inc.

10-Q 001-38381 4.1 5/12/21

Stock Purchase Agreement, dated as of September 30, 2014, by and between Strathspey Crown Holdings, LLC and ALPHAEON Corporation.

4 unchanged sentences

and the Registrant.

S-1 333-222478 10.3 1/9/18

First Amendment to License and Supply Agreement, dated as of February 26, 2014, by and between Daewoong Pharmaceutical Co., Ltd.

16 unchanged sentences

10-K 001-38381 10.11 2/25/20

Form of Inducement Stock Option Award Agreement

S-8 333-263325 99.2 3/4/22

Form of Inducement Restricted Stock Unit Award Agreement

S-8 333-263325 99.3 3/4/22

Form of Performance Restricted Stock Unit Agreement

Form of Indemnification Agreement by and between the Registrant and its directors and officers.

5 unchanged sentences

S-1 333-226186 10.29 7/16/18

Employment Agreement, dated as of May 29, 2018, by and between Lauren Silvernail and the Registrant.

S-1 333-226186 10.30 7/16/18

Employment Agreement, dated August 15, 2018, by and between Rui Avelar and the Registrant.

10-K 001-38381 10.31 3/20/19

Employment Agreement, dated February 25, 2021, by and between Crystal Muilenburg and the Registrant.

Amendment to Employment Agreement, dated August 1, 2022, by and between Evolus, Inc.

and David Moatazedi

10-Q 001-38381 10.3 8/2/22

Amended and Restated Employment Agreement, dated August 1, 2022, by and between Evolus, Inc.

and Rui Avelar, M.D.

10-Q 001-38381 10.4 8/2/22

Employment Agreement, dated September 5, 2022, by and between Sandra Beaver and the Registrant.

10-Q 001-38381 10.1 11/8/22

Lease, dated as of May 15, 2019, between the Registrant and 520 Newport Center Drive LLC

8-K 001-38381 10.1 5/21/19

Sales Agreement, dated March 26, 2021, by and between Evolus, Inc.

and SVB Leerink LLC as Sales Agent.

8-K 001-38381 1.1 5/26/21

Settlement and License Agreement, dated February 18, 2021, by and among Evolus, Inc., Allergan Limited, Allergan, Inc., Allergan Pharmaceuticals Ireland and Medytox, Inc.

10-Q 001-38381 10.2 5/12/21

Settlement and License Agreement, dated February 18, 2021, by and between Evolus, Inc.

16 unchanged sentences

8-K 001-38381 10.1 12/14/21

First Amendment to Loan Agreement, dated April 5, 2022, by and among Evolus, Inc.

(as Borrower and a Credit Party), BioPharma Credit PLC (as Collateral Agent), BPCR Limited Partnership (as a Lender), and BioPharma Credit Investments V (Master) LP (as a Lender).

10-Q 001-38381 10.2 8/2/22

Second Amendment to Loan Agreement, dated as of December 5, 2022, by and among Evolus, Inc.

(as Borrower and a Credit Party), BioPharma Credit PLC (as Collateral Agent), BPCR Limited Partnership (as a Lender), and BioPharma Credit Investments V (Master) LP (as a Lender).

8-K 001-38381 10.1 12/8/22

Fourth Amendment to Supply Agreement, dated December 12, 2022, by and between Evolus, Inc.

and Daewoong Pharmaceutical Co.

8-K 001-38381 10.1 12/13/22

List of Subsidiaries.

15 unchanged sentences

‡ Portions of this exhibit have been omitted pursuant to Rule 601(b)(10) of Regulation S-K.

The omitted information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

# The information in Exhibit 32.1 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act (including this Annual Report on Form 10-K), unless the Registrant specifically incorporates the foregoing information into those documents by reference.

6 unchanged sentences

The undersigned directors and officers of Evolus, Inc.

constitute and appoint David Moatazedi and Lauren P.

Silvernail, and each of them, as their true and lawful attorneys and agents with power of substitution, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys and agents may deem necessary or advisable to enable said corporation to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Annual Report on Form 10-K, including specifically but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments hereto;

constitute and appoint David Moatazedi and Sandra Beaver, and each of them, as their true and lawful attorneys and agents with power of substitution, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys and agents may deem necessary or advisable to enable said corporation to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Annual Report on Form 10-K, including specifically but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments hereto;

and we do hereby ratify and confirm all that said attorneys and agents shall do or cause to be done by virtue hereof.

6 unchanged sentences

David Moatazedi

/s/ Lauren P.

Silvernail Chief Financial Officer and

Executive Vice President of Corporate Development

(Principal Financial and Accounting Officer) March 3, 2022

/s/ Sandra Beaver Chief Financial Officer

(Principal Financial Officer) March 8, 2023

Sandra Beaver

/s/ Vikram Malik Chairman of the Board of Directors March 8, 2023

12 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures