SEC Info℠

Home

Search

My Interests

Help

Sign In

Please Sign In

Zeltiq Aesthetics Inc – ‘DEFR14A’ on 5/10/12

On:  Thursday, 5/10/12, at 3:25pm ET   ·   Effective:  5/10/12   ·   Accession #:  1193125-12-225239   ·   File #:  1-35318

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

 Text Wildcards:  ? (any letter/digit),  * (many).  Search Logic:  for Documents:  & (and),  | (or);  for Text:  | (anywhere),  "(&)" (near).  Details... 

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/10/12  Zeltiq Aesthetics Inc             DEFR14A     5/10/12    1:959K                                   RR Donnelley/FA

Document/Exhibit                   Description                      Pages   Size 

 1: DEFR14A     Definitive Revised Proxy Statement                  HTML    777K 

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. 1)

Filed by the Registrant  x                            Filed by a Party other than the Registrant  ¨

Check the appropriate box:

ZELTIQ Aesthetics, Inc.

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check the appropriate box):

Table of Contents

Notice of Annual Meeting of Stockholders

June 15, 2012

May 10, 2012

Your vote is important. Whether or not you plan to attend the annual meeting in person, it is important that your shares be represented and voted at the annual meeting. You may transmit your vote via telephone or the internet or you may complete and return a proxy card. Your cooperation is appreciated.

By Order of the Board of Directors.

Sergio Garcia

Senior Vice President, General Counsel and Corporate Secretary

Table of Contents

Information about Attending the Annual Meeting

Only stockholders of record on the record date of April 27, 2012, are entitled to notice of and to attend or vote at our annual meeting. If you plan to attend the meeting in person, please bring the following:

Street Name means your shares are held of record by brokers, banks or other institutions.

Acceptable Proof of Ownership is either (a) a letter from your broker confirming that you beneficially owned ZELTIQ Aesthetics, Inc. stock on the record date or (b) an account statement showing that you beneficially owned ZELTIQ Aesthetics, Inc. stock on the record date.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL STOCKHOLDER MEETING TO BE HELD ON JUNE 15, 2012.

This proxy statement and the 2011 Annual Report are available at

http://www.proxyvote.com

Table of Contents

Table of Contents

i

Table of Contents

ZELTIQ Aesthetics, Inc.

4698 Willow Road, Suite 100

Pleasanton, California 94588

The 2011 Annual Report to Stockholders, including financial statements, is being made available to stockholders together with these proxy materials on or about May 15, 2012.

Questions and Answers about the Proxy Materials, Annual Meeting and Voting

Why am I receiving these proxy materials?

Our Board of Directors (Board) is soliciting your proxy to vote at our 2012 annual meeting of stockholders because you owned shares of our common stock at the close of business on April 27, 2012, the record date for the annual meeting, and are therefore entitled to vote at the meeting. This proxy statement, along with a proxy card or a voting instruction card, is being made available to stockholders on or about May 15, 2012. We have made these materials available to you on the internet, and we have delivered printed proxy materials to you. This proxy statement summarizes the information that you need to know in order to cast your vote at the annual meeting. You do not need to attend the annual meeting in person to vote your shares.

When and where will the annual meeting be held?

The annual meeting will be held at 11:00 a.m. Pacific Time on Friday, June 15, 2012, at the Four Points by Sheraton located at 5115 Hopyard Road, Pleasanton, CA 94588. You can obtain directions to the Four Points by Sheraton on the hotel’s web site at http://www.starwoodhotels.com/fourpoints/property/overview/index.html?propertyID=712.

Who is soliciting my proxy?

Our Board is soliciting your proxy to vote on all matters scheduled to come before the 2012 annual meeting of stockholders, whether or not you attend in person. By completing and returning the proxy card or voting instruction card, or by transmitting your voting instructions via the telephone or internet, you are authorizing the proxy holders to vote your shares at our annual meeting as you have instructed.

On what matters will I be voting? How does the Board recommend that I cast my vote?

At the annual meeting, you will be asked to elect our director nominee; approve, on an advisory basis, the compensation of our named executive officers; approve, on an advisory basis, the frequency of future advisory votes on the compensation of our named executive officers; ratify the appointment of our independent registered public accounting firm; approve the 2012 Stock Plan and consider any other matter that properly comes before the meeting.

Our Board unanimously recommends that you vote:

We do not expect any matters to be presented for action at the meeting other than the matters described in this proxy statement. By voting via the telephone or internet or signing and returning a proxy card, however, you will give to the persons named as proxies discretionary voting authority with respect to any other matter that may properly come before the annual meeting, and they intend to vote on any such other matter in accordance with their best judgment.

2

Table of Contents

How many votes may I cast?

You may cast one vote for every share of our common stock that you owned on the record date.

How many shares are eligible to be voted?

As of the record date, we had 34,251,326 shares of common stock outstanding, each of which is entitled to one vote.

How many shares must be present to hold the annual meeting?

Under Delaware law and our bylaws, the presence in person or by proxy of a majority of the outstanding shares of our common stock entitled to vote is necessary to constitute a quorum at the annual meeting. The inspector of election will determine whether a quorum is present. If you are a beneficial owner (as defined below) of shares of our common stock and you do not instruct your bank, broker, trustee or other nominee how to vote your shares on any of the proposals, your shares will be counted as present at the annual meeting for purposes of determining whether a quorum exists. In addition, votes of stockholders of record who are present at the annual meeting in person or by proxy will be counted as present at the annual meeting for purposes of determining whether a quorum exists, whether or not such holder abstains from voting on any of the proposals.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

If your shares are registered directly in your name with our transfer agent, Computershare, you are considered, with respect to those shares, the “stockholder of record.” The proxy materials have been directly sent to you by us.

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of shares held in “street name.” The proxy materials have been forwarded to you by your broker, bank or nominee. As the beneficial owner, you have the right to direct your broker, bank or nominee how to vote your shares by using the voting instruction card included in the mailing or by following their instructions for voting by telephone or internet.

What if I don’t vote for a proposal? On which proposals may my shares be voted without receiving voting instructions from me?

If you properly execute and return a proxy or voting instruction card, your stock will be voted as you specify.

If you are a stockholder of record and you make no specifications on your returned proxy card, your shares will be voted in accordance with the recommendations of our Board of Directors, as provided above.

If you are a beneficial owner, under the rules of the New York Stock Exchange (NYSE) that govern brokers, your broker, bank or nominee may generally vote your shares on discretionary matters without receiving voting instructions from you but cannot vote your shares on non-discretionary matters. If your broker, bank or nominee does not receive instructions from you on how to vote your shares on a non-discretionary matter, the organization will not have the authority to vote on such matter with respect to your shares. This is generally referred to as a “broker non-vote.”

The ratification of the appointment of our independent registered public accounting firm for 2012 is a discretionary matter. However, the election of directors, the approval, on an advisory basis, of the compensation of our named executive officers, the approval, on an advisory basis, of the frequency of future advisory votes on the compensation of our named executive officers and the approval of the 2012 Stock Plan are non-discretionary matters under the rules of the NYSE. Your broker, bank or other nominee cannot vote your shares on these matters without instructions from you. If you do not provide voting instructions to your broker, bank or nominee on these matters, your shares will be considered broker non-votes and will not be voted on such matters.

3

Table of Contents

How do I vote?

You may vote using any of the following methods:

Only the latest dated proxy received from you, whether by internet, telephone or mail, will be voted at the annual meeting. If you vote by internet or telephone, please do not mail your proxy card. You may also vote in person at the annual meeting.

What vote is required, and how will my votes be counted, to elect directors and to adopt the other proposals?

Our directors are elected by a plurality of shares voted. Under our bylaws, all other matters require the affirmative vote of the holders of a majority of our common stock present in person or by proxy and entitled to vote thereon, except as otherwise provided by statute, our certificate of incorporation or our bylaws.

Election of Directors. The election of directors will be decided by plurality vote, that is, the nominee receiving the highest number of affirmative votes will be elected to the Board of Directors.

Say on Pay. The approval, on an advisory basis, of the compensation of our named executive officers requires the affirmative vote of the holders of a majority of the shares of our common stock present in person or by proxy at the annual meeting and entitled to vote on such proposal.

Say on Frequency. Although the vote is non-binding, our Board will consider the frequency of an advisory vote on the compensation of our named executive officers receiving a plurality of the votes, or as stated above, the frequency receiving the highest number of affirmative votes.

Ratification of PricewaterhouseCoopers LLP. The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2012 requires the affirmative vote of the holders of a majority of the shares of our common stock present in person or by proxy at the annual meeting and entitled to vote on such proposal.

Approval of the 2012 Stock Plan. The approval of the 2012 Stock Plan requires the affirmative vote of the holders of a majority of the shares of our common stock present in person or by proxy at the annual meeting and entitled to vote on such proposal.

Abstentions will be treated as present for purposes of determining a quorum, but abstentions will have no effect on the election of directors or the frequency vote, and will have the effect of a vote against the proposals to (i) approve, on an advisory basis, the compensation of our named executive officers, (ii) ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2012 and (iii) approve the

4

Table of Contents

2012 Stock Plan. Broker non-votes will have no effect on any of the (i) election of directors, (ii) approval, by an advisory vote, of the compensation of our named executive officers, (iii) the approval, on an advisory basis, of the frequency of the advisory vote on the compensation of our named executive officers or (iv) the approval of the 2012 Stock Plan, as they are not considered shares entitled to vote on such matters. A broker non-vote will have the effect of a vote against the proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2012, at it will be treated as an abstention.

Can I revoke or change my vote after I deliver my proxy?

Yes. Your proxy can be revoked or changed at any time before it is voted if you provide notice in writing to our corporate secretary before the annual meeting, if you timely provide to us another proxy with a later date or if you vote in person at the annual meeting or notify the corporate secretary in writing at the annual meeting of your wish to revoke your proxy.

Who pays for soliciting proxies?

We pay all expenses incurred in connection with the solicitation of proxies for the annual meeting. We have retained Broadridge for an estimated fee of $6,000, plus reimbursement of certain reasonable expenses, to assist in the solicitation of proxies and otherwise in connection with the annual meeting. We and our proxy solicitor will also request banks, brokers, and other intermediaries holding shares of our common stock beneficially owned by others to send this document to, and obtain proxies from, the beneficial owners and will reimburse holders for their reasonable expenses in so doing. Solicitation of proxies by mail may be supplemented by telephone, email and other electronic means, advertisements and personal solicitation by our directors, officers and employees. No additional compensation will be paid to directors, officers or employees for such solicitation efforts.

Could other matters be considered and voted upon at the annual meeting?

Our Board does not expect to bring any other matter before the annual meeting, and it is not aware of any other matter that may be considered at the meeting. In addition, pursuant to our by-laws, the time has elapsed for any stockholder to properly bring a matter before the meeting. However, if any other matter does properly come before the meeting, the proxy holders will vote the proxies in his or her discretion.

What happens if the annual meeting is postponed or adjourned?

Unless a new record date is fixed, your proxy will still be valid and may be voted at the postponed or adjourned meeting. You will still be able to change or revoke your proxy until it is voted.

Proposal No. 1: Election of Directors

Director Information

As of the date hereof, our Board of Directors comprises five directors. In April 2012, Gordon E. Nye resigned from our Board of Directors, and in May 2012 Robert B. Stockman resigned from our Board of Directors.

The following sets forth information, as of April 27, 2012, regarding current members of the Board, including one director nominee for election at the annual meeting, related to his or her business experience and service on other Boards of Directors. In addition, below is a discussion of the qualifications, attributes and skills that led the Board to the conclusion that each of these individuals should be nominated to serve as a director. We believe that

5

Table of Contents

the current Board includes individuals with a strong background in executive leadership and management, accounting and finance, and ZELTIQ Aesthetics, Inc. (the “Company”) and industry knowledge.

Mark J. Foley has served on the Company’s Board of Directors since 2009 and previously served as Executive Chairman of the Board of Directors of the Company from July 2009 to May 2010. In this role, Mr. Foley had close interaction with all of the different functional areas and participated in decisions regarding the strategic direction of the Company. Mr. Foley currently serves as a Managing Director of RWI Ventures. While at RWI Ventures, he has led investments in and served on the boards of companies such as BaroSense, Sonitus, and Voyage Medical. Additionally, Mr. Foley serves as Executive Chairman for Onpharma. Prior to joining RWI Ventures in May 2004, Mr. Foley spent 17 years in senior operating roles in both large and start-up medical device companies, most recently founding and serving as Chief Executive Officer of Ventrica, Inc., which was acquired by Medtronic in 2004. Before Ventrica, Inc., Mr. Foley worked for several leading medical device companies, including Perclose (acquired by Abbott), Guidant, DVI (acquired by Eli Lilly), and U.S. Surgical (acquired by Tyco). Mr. Foley received his B.A. from the University of Notre Dame.

Jean M. George has served on our Board of Directors since 2005. Ms. George is a General Partner at Advanced Technology Ventures. She joined the firm in 2002 and serves as the firm’s East Coast lead partner for healthcare investments. She brings more than 20 years of biopharmaceutical industry experience to the Board, including service at Genzyme Corporation from 1988 to 1998. At Genzyme, Ms. George held a variety of operational roles in marketing, product development, and business development, including Vice President of Global Sales and Marketing. She also worked as a Vice President and Founder of Genzyme’s Tissue Repair Division. In 1998, Ms. George joined the venture capital community and was appointed to lead BancBoston Ventures’ life sciences investments. She is currently a Director of Acceleron Pharmaceuticals, Calithera Biosciences, Hydra Biosciences, and Portola Pharmaceuticals. Ms. George was a Director of Hypnion, Inc. and Proteolix, Inc. She was named a member of the Scientific Advisory Board for the Massachusetts Life Sciences Center. She holds an M.B.A. degree from Simmons College Graduate School of Management and a B.S. degree from the University of Maine. We believe Ms. George is qualified to serve on our Board of Directors based on her executive experience in the life sciences and therapeutic device industries.

Kevin C. O’Boyle has served on our Board of Directors since July 2011. Mr. O’Boyle serves as Senior Vice President and Chief Financial Officer at Advanced BioHealing, Inc. since December 2010. Previously, Mr. O’Boyle served as the Chief Financial Officer of NuVasive, Inc., a medical device company focused on the design, development, and marketing of products for the surgical treatment of spine disorders, from January 2003 to December 2009 and the Executive Vice President of NuVasive from December 2004 to December 2009. Prior to that time, Mr. O’Boyle served in various positions during his seven years with ChromaVision Medical Systems, Inc., a publicly traded medical device firm specializing in the oncology market, including as its Chief Financial Officer and Chief Operating Officer. Also, Mr. O’Boyle held various positions during his six years with Albert Fisher North America, Inc., a publicly traded international food company, before it was sold in 1996, including Chief Financial Officer and Senior Vice President of Operations. Mr. O’Boyle is currently a member of the Board of Directors of Tornier N.V., a publicly-held global orthopedics company, and Genmark Diagnostics, Inc., a publicly traded molecular diagnostics company. Mr. O’Boyle is a CPA and received a B.S. in Accounting from the Rochester Institute of Technology and successfully completed the Executive Management Program at the University of California at Los Angeles, John E. Anderson Graduate Business School. We believe Mr. O’Boyle is qualified to serve on our Board of Directors and to serve as a Chairman of our audit committee based on his executive experience in the medical device industry and his financial and accounting expertise, as described above.

6

Table of Contents

Bryan E. Roberts, Ph.D. has served on our Board of Directors since 2005. Dr. Roberts joined Venrock, a venture capital investment firm, in 1997, where he serves as Partner. From 1989 to 1992, Dr. Roberts worked in the corporate finance department of Kidder, Peabody & Co., a brokerage company. Dr. Roberts is currently Chairman of the Board at Ironwood Pharmaceuticals, a publicly traded pharmaceutical company that discovers, develops, and intends to commercialize innovative human medicines, and also serves on the board of directors of several private companies. He previously served on the board of directors of Athenahealth, Inc., XenoPort, Inc., and Sirna Therapeutics, Inc. He received a B.A. from Dartmouth College and a Ph.D. in chemistry and chemical biology from Harvard University. Dr. Roberts brings to our Board substantial experience in the life sciences industry, having served on the board of directors of several private and public companies. Dr. Roberts’ experience with facilitating the growth of healthcare and biotechnology companies, together with his historical perspective on our company, make him uniquely qualified to serve on our Board of Directors and to serve as a Chairman of our nominating and corporate governance committee as we continue to gain experience as a public company.

Andrew N. Schiff, M.D. has served on our Board of Directors since July 2010. Dr. Schiff joined Aisling Capital in September of 1999 and has served as a Managing Partner since 2002. Prior to joining Aisling Capital, Dr. Schiff practiced internal medicine at The New York Presbyterian Hospital where he maintains his position as a Clinical Assistant Professor of Medicine. Dr. Schiff currently serves as a director of ARMGO Pharma, Inc., Dynova Laboratories, Inc., Miramar Laboratories, Inc., Planet Technologies, Inc., SkinMedica, Inc., and TransEnterix, Inc. Previously, he served as a director of Adams Respiratory Therapeutics, Inc., ArgiNOx Pharmaceuticals, Inc., Barrier Therapeutics, Inc., Bioenvision, Inc., Cempra Pharmaceuticals, Inc., CardioKine, Inc., Myogen, Inc., and Sirion Therapeutics, Inc. Dr. Schiff received his M.D. from Cornell University Medical College, his M.B.A. from Columbia University, and his B.S. with honors in Neuroscience from Brown University. We believe Dr. Schiff’s medical background, venture experience, and myriad of directorships make him qualified to serve on our Board of Directors and to serve as a Chairman of our compensation committee.

Director Nominees

At the annual meeting, the stockholders will vote on the election of one Class I director to serve for a three-year term until the annual meeting of stockholders in 2015 and until her successor is elected and qualified. Upon the recommendation of our nominating and corporate governance committee, our board has nominated Jean M. George for election to the Board as a Class I director. The nominee has indicated that she is willing and able to serve as a director. The proxies being solicited will be voted for no more than one nominee at the annual meeting.

Vote Required to Elect Director Nominees

Under our bylaws, the Class I director will be elected by a plurality of the votes cast, in person or by proxy, at the annual meeting, assuming a quorum is present. Stockholders do not have cumulative voting rights in the election of directors.

Recommendation of the Board of Directors

OUR BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF JEAN M. GEORGE AS A CLASS I DIRECTOR.

Corporate Governance

Board Composition

As of the date of this proxy statement, our Board consists of five members, four of whom are independent within the meaning of our corporate governance guidelines, which comply with the NASDAQ Global Select Market director independence standards as currently in effect. Our Board is divided into three classes. The

7

Table of Contents

directors in each class serve three-year terms and in each case until their respective successors are duly elected and qualified. Jean M. George is the one current Class I director whose term will expire at the annual meeting. Ms. George is being nominated for re-election as a director.

There are no family relationships among any of our directors and executive officers. Our Board of Directors comprises three classes, as follows:

Effective immediately following our 2012 annual meeting of stockholders, our Board will continue to be divided into the same three classes set forth above, except that Jean M. George will be the only Class I director and her term will expire at our 2015 annual meeting of stockholders.

At each annual meeting of stockholders, the successors to directors whose terms then expire will serve until the third annual meeting following their election and until their successors are duly elected and qualified. The authorized number of directors may be changed only by resolution of our Board of Directors. Any additional directorships resulting from an increase in the number of directors will be distributed between the three classes so that, as nearly as possible, each class will consist of one-third of the total number of directors. Our directors will hold office until their successors have been elected and qualified or until their earlier death, resignation, disqualification, or removal for cause by the affirmative vote of the holders of a majority of the outstanding stock entitled to vote on the election of directors.

Board Leadership Structure

Our Bylaws provide our Board of Directors with flexibility to combine or separate the positions of Chairman of the Board and Chief Executive Officer in accordance with its determination that utilizing one or the other structure would be in the best interests of our company. At the current time, we do not have a Chairman of the Board. Our Board believes that oversight of our company is the responsibility of our Board as a whole, and this responsibility can be properly discharged without a Chairman. Our Chief Executive Officer facilitates communications between members of our Board and works with management in the preparation of the agenda for each Board meeting. All of our directors are encouraged to make suggestions for Board agenda items or pre-meeting materials.

Our Board of Directors has concluded that our current leadership structure is appropriate at this time. However, our Board of Directors will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate.

Role of Board in Risk Oversight Process

Our Board of Directors’ role in risk oversight includes receiving reports from members of management regarding material risks faced by us and applicable mitigation strategies and activities, at least on a quarterly basis. The reports cover the critical areas of operations, sales and marketing, technology, and legal and financial affairs. Our Board of Directors and its committees consider these reports, discuss matters with management and identify and evaluate strategic or operational risks, and determine appropriate initiatives to address those risks.

8

Table of Contents

Board and Committee Meeting Attendance

Our Board held 11 meetings during 2011. During 2011, each of our directors attended at least 75% of the aggregate of the total number of meetings of the Board and the total number of meetings held by each committee of the Board on which each such director served. Directors are invited but not required to attend annual meetings of our stockholders.

Board Committees

Our Board of Directors has established the following committees: an audit committee, a compensation committee, and a nominating and corporate governance committee. The composition and responsibilities of each committee are described below. Directors serve on these committees until their resignation or until otherwise determined by our Board of Directors. We have adopted an audit committee, a compensation committee, and a nominating and corporate governance committee charter, copies of which will be available on our website at www.coolsculpting.com . The reference to our web address does not constitute incorporation by reference of the information contained at or available through our website.

9

Table of Contents

10

Table of Contents

11

Table of Contents

Audit Committee. Both our independent registered public accounting firm and management periodically meet separately with our audit committee. Our Board of Directors has determined that all of the members of our audit committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and NASDAQ. Our Board of Directors has determined that Mr. Boyle is an audit committee financial expert as defined under the applicable rules of the SEC and has the requisite financial sophistication as defined under the applicable rules and regulations of NASDAQ.

Compensation Committee. Our compensation committee reviews and evaluates potential risks related to our compensation policies and practices for employees and has determined that we have no compensation risks that are reasonably likely to have a material adverse effect on our company. We structure our compensation to

12

Table of Contents

address company-wide risk. This is accomplished in part by tying compensation to corporate goals and individual performance goals. These goals can be adjusted annually to address risks identified in the annual risk assessment. We also use a mix of different compensation elements to balance short-term awards versus long-term awards to align compensation with our business strategy and stockholders’ interests. We believe the combination of base salary, performance-based cash awards, and stock-based incentive awards with multi-year vesting periods is balanced and serves to motivate our employees to accomplish our business plan without creating risks that are reasonably likely to have a material adverse effect on our company. The compensation committee report is included in this proxy statement under the caption “Compensation Committee Report.”

Nominating and Corporate Governance Committee. Our nominating and corporate governance committee is responsible for identifying individuals qualified to become Board members (consistent with criteria approved by the Board), recommend director candidates to the Board and its committees, develop and recommend corporate governance guidelines to the Board, and perform a leadership role in shaping the Company’s corporate governance.

Compensation Committee Interlocks and Insider Participation

The current members of our compensation committee are Ms. George and Messrs. Schiff and O’Boyle. No member of our compensation committee is or has at any time during the past year been one of our officers or employees. Gordon E. Nye, our former President and Chief Executive Officer, currently serves on the compensation committee of REVA Medical, Inc. Robert B. Stockman, a former member of our Board of Directors, is the Chairman and Chief Executive Officer of REVA Medical, Inc. Except as set forth herein, none of our executive officers currently serves or in the past year has served as a member of the Board of Directors or compensation committee of any entity that has one or more executive officers serving on our Board of Directors or compensation committee.

Code of Business Conduct

We have adopted a code of business conduct that applies to all of our officers, directors, and employees. We will post a copy of our code of business conduct, and intend to post amendments to this code, or any waivers of its requirements, on our website at www.coolsculpting.com, as permitted under SEC rules and regulations. The reference to our web address does not constitute incorporation by reference of the information contained at or available through this site.

Board and Committee Independence

Our Board of Directors has undertaken a review of the composition of our Board of Directors and each of its committees and the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board of Directors has determined that Ms. George, Messrs. O’Boyle and Roberts, and Dr. Schiff, representing four of our five directors, do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the applicable rules and regulations of the SEC and the listing requirements and rules of the NASDAQ Global Select Market. In making this determination, our Board of Directors considered the current and prior relationships that each non-employee director has with our Company and all other facts and circumstances our Board of Directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director. Our Board is not able to consider Mr. Foley, our current Interim Chief Executive Officer and President, who served as our Executive Chairman of the Board of Directors from July 2009 to May 2010, an independent director as a result of his employment with us during the past three years. In addition, our Board was not able to consider Mr. Stockman an independent director because Mr. Nye, our former President and Chief Executive Officer, currently serves on the compensation committee of REVA Medical, Inc. and Mr. Stockman was the Chairman and Chief Executive Officer of REVA Medical, Inc.

13

Table of Contents

Our Board of Directors has determined that all of the members of our audit committee are independent directors as defined under the applicable rules and regulations of the SEC and NASDAQ, with the exception of Mr. Stockman, who is no longer on our Board of Directors or audit committee. Our Board of Directors has determined that all of the members of our compensation committee are independent directors under the applicable rules and regulations of the SEC and NASDAQ. Our Board of Directors has determined that all of the members of our nominating and corporate governance committee are independent directors under the applicable rules and regulations of NASDAQ, with the exception of Mr. Stockman while he was on that committee.

Consideration of Director Nominees

In evaluating nominees for membership on our Board, our nominating and corporate governance committee applies the board membership criteria set forth in our corporate governance guidelines. Under these criteria, the committee takes into account many factors, including an individual’s business experience and skills (including skills in core areas such as operations, management, technology, accounting and finance, strategic planning and international markets), as well as independence, judgment, knowledge of our business and industry, professional reputation, leadership, integrity and ability to represent the best interests of the Company’s stockholders. In addition, the nominating and corporate governance committee will also consider the ability to commit sufficient time and attention to the activities of the Board, as well as the absence of any potential conflicts with the Company’s interests. The nominating and corporate governance committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. The Board does not have a formal policy with respect to diversity of nominees. Rather, our nominating and corporate governance committee considers board membership criteria as a whole and seeks to achieve diversity of occupational and personal backgrounds on the Board. Our Board will be responsible for selecting candidates for election as directors based on the recommendation of the nominating and corporate governance committee.

Our nominating and corporate governance committee regularly assesses the appropriate size of our Board, and whether any vacancies on our Board are expected due to retirement or otherwise. In the event that vacancies are anticipated, or otherwise arise, the committee will consider various potential candidates who may come to the attention of the committee through current Board members, professional search firms, stockholders or other persons. Each candidate brought to the attention of the committee, regardless of who recommended such candidate, is considered on the basis of the criteria set forth in our corporate governance guidelines.

As stated above, our nominating and corporate governance committee will consider candidates proposed for nomination by our stockholders. Stockholders may propose candidates by submitting the names and supporting information to: Corporate Secretary, 4698 Willow Road, Suite 100, Pleasanton, CA 94588. Supporting information should include (a) the name and address of the candidate and the proposing stockholder, (b) a comprehensive biography of the candidate and an explanation of why the candidate is qualified to serve as a director taking into account the criteria identified in our corporate governance guidelines, (c) proof of ownership, the class and number of shares, and the length of time that the shares of our voting securities have been beneficially owned by each of the candidate and the proposing stockholder, and (d) a letter signed by the candidate stating his or her willingness to serve, if elected.

Communications with the Board

Stockholders or other interested parties may communicate directly with one or more members of our Board, or the non-management directors as a group, by writing to the director or directors at the following address: ZELTIQ Aesthetics, Inc., Attn: Corporate Secretary, 4698 Willow Road, Suite 100, Pleasanton, CA 94588. The name of the specific intended Board recipients should be noted in the communication, and the communication will be forwarded to the appropriate directors.

14

Table of Contents

Director Compensation

Prior to July 2011, we had not formalized a director compensation program, nor had we compensated members of our Board, except for Mr. Foley, Mr. O’Boyle and Mr. Stockman. The director compensation policy then in place for Messrs. Foley, Stockman, and O’Boyle entitled them each to $30,000 for their board service in 2011. In addition, Mr. O’Boyle, was to receive $14,000 in 2011 as Chair of the audit committee. Messrs. Foley and Stockman were paid $30,000 each. Mr. O’Boyle’s compensation was prorated for the number of days Mr. O’Boyle has served as the Company’s director.

In July 2011, the compensation committee adopted a director compensation policy for all non-employee directors, to be effective upon consummation of our initial public offering, pursuant to which non-employee directors will be compensated for their services on our Board of Directors. Pursuant to the policy:

Annual option grants to directors will have an exercise price per share determined at the fair market value on the date of grant and will vest 25% after the first anniversary of the grant and in equal monthly installments over the subsequent 36-month period subject to acceleration upon a change of control. Each director is also entitled to be reimbursed for reasonable travel and other expenses incurred in connection with attending meetings of the Board of Directors and any committee on which he or she serves.

All of our directors are eligible to participate in our 2011 Equity Incentive Plan, and our employee directors are eligible to participate in our 2011 Employee Stock Purchase Plan.

2011 Non-Employee Director Compensation Table

The following table sets forth information regarding compensation earned by our non-employee directors during the fiscal year ended December 31, 2011:

15

Table of Contents

Stock Ownership of Directors and Executive Officers

The following table shows the number of shares of our common stock beneficially owned as of April 20, 2012 by (i) our directors, (ii) our “named executive officers,” as defined below in “Executive Compensation — Compensation Discussion and Analysis,” and (iii) all of our directors and executive officers as a group. Unless otherwise indicated, all shares shown in the table below are held with sole voting and investment power.

16

Table of Contents

17

Table of Contents

Stock Ownership of Certain Beneficial Owners

The following table shows the number of shares of our common stock beneficially owned as of December 31, 2011 by persons known by us to beneficially own more than 5% of the outstanding shares of our common stock. The information in the table is based on our review of filings with the Securities and Exchange Commission. Each person listed below has sole voting and investment power with respect to the shares beneficially owned unless otherwise stated.

18

Table of Contents

Executive Officers and Executive Compensation

Executive Officers

The following table provides information regarding our executive officers, including their ages and positions, as of April 20, 2012:

Further information with respect to Mark J. Foley is provided above under “Director Information.”

19

Table of Contents

Joshua T. Brumm has served as Chief Financial Officer and Senior Vice President since April 2012. Previously, Mr. Brumm served as Chief Financial Officer and Vice President from January 2012 to April 2012, as Vice President of Corporate Development and Investor Relations from October 2011 to January 2012, as Vice President of Corporate Development from July 2011 to October 2011, as Senior Managing Director, International Sales and Corporate Development from January 2011 to July 2011, as Director, International Sales and Corporate Development from June 2010 to January 2011, and Director, Corporate Development and Strategy from December 2009 to June 2010. Prior to joining ZELTIQ, Mr. Brumm served as Director of Finance at Proteolix, Inc. from March 2009 to December 2009, at which time it was acquired by Onyx Pharmaceuticals, and as a Healthcare Investment Banking Associate with Citigroup Global Markets, Inc. from June 2007 to March 2009. Prior to June 2007, he served as Chief Executive Officer and Founder of Nu-Ag Distribution, LLC from December 2002 to the company’s sale in June 2007 and as a Healthcare Investment Banking Analyst at Morgan Stanley from May 2001 to August 2002. Mr. Brumm graduated summa cum laude and holds a B.B.A. from the University of Notre Dame.

Dennis J. Jarvis, Ph.D. has served as Chief Marketing Officer since January 2011. Prior to joining ZELTIQ, Mr. Jarvis served as Vice President of Marketing at Ophthonix, Inc., a venture-backed vision correction company, from August 2003 to December 2010 and as Group Director of Marketing with VISTAKON, Johnson & Johnson Vision Care from June 1998 to December 2001. Prior to crossing over into the medical technology field, he held senior management positions focusing on marketing, sales, and market research with prominent consumer companies including The Gillette Company, where he was responsible for launching 15 new products, as well as Reebok, Ltd. and Spencer Gifts, a division of NBC-Universal. Mr. Jarvis began his career with Marsteller Inc., the advertising arm of leading global public relations and communications firm Burson-Marsteller. Mr. Jarvis earned his Ph.D. and Masters of Arts in Communications from Southern Illinois University and his B.S. from The College at Brockport, State University of New York. He also taught Marketing Management in the M.B.A program at Simmons College in Boston.

Kristine N. Tatsutani, Ph.D. has served as Chief Technology Officer and Vice President of Enhanced Clinical Outcomes since July 2011 and had previously served as Chief Technology Officer and Vice President of Clinical Affairs since May 2011. Dr. Tatsutani has 17 years of experience in the field of medical research and medical devices specifically focused in cryogenic applications in oncology, interventional cardiology, electrophysiology, and aesthetic medicine. Prior to joining ZELTIQ, Dr. Tatsutani served as Vice President, Clinical and Scientific Development at MyoScience, Inc., a company developing a cryogenic technology for another aesthetic application, from June 2008 to May 2011. Before that, she held scientific and clinical leadership positions at Boston Scientific from March 2005 to May 2008, and at CryoVascular Systems, Inc. from September 1998 to March 2005. Dr. Tatsutani earned her Ph.D. in Mechanical Engineering, specializing in cryobiology, as well as her Master of Science and Bachelor of Science in Mechanical Engineering at the University of California, Berkeley. She has multiple patents and scientific publications in the field of cryobiology and cryogenic medicine.

Richard W. Poinsett has served as Senior Vice President of Operations since July 2011. Prior to joining ZELTIQ, he served as Vice President of Reliability, Integrity and Supply Chain from June 2010 to July 2011, leading our manufacturing, quality assurance, and regulatory initiatives. He also manages the execution of global expansion plans to accelerate our growth in the aesthetic device market. Prior to joining ZELTIQ, Mr. Poinsett served as Vice President of Quality Assurance, Regulatory Affairs and Engineering at Greer Laboratories, Inc. from November 2004 to June 2010; Vice President, Development, Regulatory Affairs and Quality Assurance for In Sound Medical, Inc. from October 2003 to June 2004; and General Manager of REVA Medical, Inc. from September 2001 to December 2003. Prior to REVA Medical, Inc., he held several senior operations management positions at medical device companies. Mr. Poinsett brings over 20 years of senior management experience in operations, R&D, quality assurance, and regulatory affairs to ZELTIQ, primarily in the medical device sector. Mr. Poinsett holds an M.B.A. from Pepperdine University and a B.S. in electrical engineering from Purdue University.

20

Table of Contents

Stephen W. Atkinson has served as Senior Vice President of International since July 2011. Prior to joining ZELTIQ, Mr. Atkinson served from July 2008 to June 2011 as Chief Executive Officer at SYSTAGENIX, a private equity backed wound care company that he carved out from Johnson & Johnson, with direct sales to 15 countries and indirect sales to over 30 more. From 2002 to 2008, Mr. Atkinson served as Area Vice President at CR BARD Inc., a diversified medical device company, where he was responsible for the business in several European countries. Before that, Mr. Atkinson served as Vice President and Managing Director of Europe, Middle East & Africa for CRITIKON LLC, a private equity backed company that was divested to GE MEDICAL, where he continued to serve as a European Vice President for their Sub-Acute Care, Supplies, and Accessories business. Mr. Atkinson started his career in medical devices with ten years of service at Johnson and Johnson in various sales, marketing, and general management roles. Mr. Atkinson was awarded a B.A. with Honors from the Carnegie School of Leeds Metropolitan University in the United Kingdom, and in 2005 completed the Advanced Executive Program at the Kellogg Business School at Northwestern University in Chicago.

Michael C. Genau has served as President of the North American Franchise since March 2012. Prior to joining ZELTIQ , Mr. Genau served as President of the global Active Healing Solutions business at Kinetic Concepts, Inc. from July 2009 to December 2011. Prior to that, Mr. Genau worked for GE Healthcare from January 2001 to June 2009 where he held executive and management positions for several key divisions within GE including: Global Diagnostic X-Ray and Mammography, Maternal Infant Care, Clinical Systems, GE Medical Systems Europe and Cardiology Systems. He also previously served as Executive Vice President and General Manager for Critikon Company, LLC, which was sold to GE Medical Systems. Earlier in his career, Mr. Genau held global sales, marketing, and product management positions for Johnson & Johnson. Mr. Genau earned a B.A. in international studies at the University of South Carolina – Columbia.

Sergio Garcia has served as Senior Vice President, General Counsel, and Corporate Secretary since March 2012. Prior to joining ZELTIQ, Mr. Garcia was a partner at Reed Smith LLP and Fenwick & West LLP, July 2008 to March 2012 and October 2005 to July 2008, respectively, where he advised clients on corporate, transactional, and regulatory compliance matters. He also served as outside general counsel to early-stage companies on intellectual property matters, strategic alliances, licensing and collaboration agreements, and litigation. Prior to that, Mr. Garcia played a key role as Vice President, Legal and General Counsel at PDL BioPharma Inc., where he acted as legal advisor to the executive management team and board of directors on a wide range of strategic and operational issues. Mr. Garcia earned a B.A. in international relations at Stanford University and J.D., Law at University of California, Berkeley – School of Law.

Ian P. West, Ph.D., C.Eng., FIET has served as Vice President of Product Development since April 2011. Prior to joining ZELTIQ, Dr. West served as Director of Engineering, OEM Monitoring at Philips Healthcare from January 2008 to March 2011 and Engineering General Manager, Specialty Monitoring at GE Healthcare from October 2001 to December 2007. Prior to October 2001, Dr. West served as Director of Program Management at CRITIKON LLC and in various and management positions with Johnson & Johnson Medical, Inc. Dr. West earned his Ph.D. in Engineering and his B.Eng at the University of Liverpool, United Kingdom.

Compensation Discussion and Analysis

This Compensation Discussion and Analysis is designed to provide stockholders with an understanding of our compensation philosophy and objectives as well as the analysis that we performed in setting executive compensation. It discusses the compensation committee’s determination of how and why, in addition to what, compensation actions were taken during the last fiscal year for each person serving as our chief executive officer and our chief financial officer during 2011, and the three other most highly compensated executive officers who were serving as such at the end of 2011.

21

Table of Contents

Our named executive officers for fiscal year 2011 were Gordon E. Nye, former President and Chief Executive Officer; John F. Howe, former Senior Vice President and Chief Financial Officer; Kristine N. Tatsutani, Ph.D, Chief Technology Officer and Vice President of Enhanced Clinical Outcomes; Stephen W. Atkinson, Senior Vice President of International; and Ian P. West, Ph.D., C.Eng., FIET, Vice President of Product Development.

These individuals are collectively referred to in this discussion as the “named executive officers” because they are named in the compensation tables included in this proxy statement. Investors are encouraged to read this discussion in conjunction with the compensation tables and related notes, which include more detailed information about the compensation of the named executive officers for 2011 as well as prior years.

Effective January 9, 2012, Joshua T. Brumm was named the Company’s Chief Financial Officer to replace John F. Howe, who resigned from the Company. Effective April 18, 2012, Gordon E. Nye, the Company’s former President and Chief Executive Officer, resigned from his positions as an officer and director of the Company for personal reasons. Mark Foley has served as Interim President and Chief Executive Officer since Mr. Nye’s resignation.

Overview

We design our compensation and benefits programs to attract, retain, and incentivize talented and qualified executives who share our commitment to our vision, customers, and constituents. We recruit and hire employees who drive to meet and surpass our annual and long-term corporate goals and build long-term value for our stockholders. We believe our compensation incentives should promote the success of our company and motivate our executive officers to pursue and exceed our corporate objectives. Our compensation programs combine short- and long-term components, cash and equity, and fixed and contingent performance-based payments in the amounts and proportions aimed to create incentives and reward our executive officers for achieving and surpassing our corporate objectives. Our executive compensation program also is intended to make us competitive in our industry, where there is considerable competition for talented executives.

The compensation committee of our Board of Directors oversees our executive compensation program. In June 2011, our compensation committee engaged Compensia, Inc., an independent executive compensation consulting firm, to evaluate our executive compensation programs relative to those of a public company peer group and to make recommendations with respect to appropriate levels and forms of compensation. The objective of this evaluation and the resulting compensation adjustments was to ensure that we remain competitive as a newly public company and that our named executive officers have meaningful incentives to remain employed with us and contribute to the achievement of our corporate goals. Based on these recommendations, our compensation committee conducted a comprehensive review and evaluation of all of our compensation programs.

Our compensation committee determines future allocations of compensation between cash and equity compensation or among different forms of non-cash compensation based on its review of typical allocations within our compensation peer group. The committee has not adopted, however, and has no current plans to adopt, any policy requiring a specific allocation between cash and equity compensation or between short-term and long-term compensation. In the course of its deliberations, the committee reviews each component of compensation, how these components relate to each other and, in particular, how they relate to and affect total compensation. The compensation committee’s philosophy is that a substantial portion of an executive’s compensation should be contingent performance-based compensation, whether in the form of equity or cash compensation. In that regard, we use options or other equity incentive awards as a significant component of compensation because we believe that they help align individual compensation with the creation of stockholder value. We also use cash incentive plans tied to our annual corporate goals.

22

Table of Contents

Summary of Compensation Program

The overall objective of our compensation program is to motivate our executives to meet and exceed our corporate goals and build stockholder value. Therefore, the elements of our compensation program are focused on providing our executives with both annual and long-term performance incentives. The elements include:

We also provide our executives with the same benefits we provide generally to our employees, including long-term disability insurance, life and accidental death and dismemberment insurance, and other insurance benefits.

In determining the amounts of each of these compensation elements, the compensation committee considers the following objectives:

Compensation Process

Our compensation committee is responsible for establishing our compensation philosophy and ultimately determining the compensation levels for our named executive officers, including base salaries, cash bonus awards, and stock-based incentive awards. The compensation committee is also responsible for approving the corporate goals for purposes of determining annual cash incentive awards. To assist the compensation committee, our Chief Executive Officer collaborates with our Chief Financial Officer and Vice President of Human Resources, and prepares a report at the beginning of each fiscal year which sets forth recommended base salaries, stock-based incentive awards, corporate goals for the fiscal year, and individual performance goals for each named executive officer (other than with respect to his own compensation). The compensation committee in its sole discretion determines whether to adopt the Chief Executive Officer’s recommendations. No named executive officer may be present at the time his or her compensation is being discussed or determined by the compensation committee.

In addition, our compensation committee considers relevant market compensation data. Historically, we have informally considered the competitive market for corresponding positions within comparable geographic areas and private venture-backed companies that were of similar size and stage of development operating in our industry based on general knowledge possessed by members of our compensation committee, together with general market data from an executive compensation study prepared by Radford Surveys. However, in

23

Table of Contents

connection with our initial public offering, in June 2011, our compensation committee engaged Compensia, a national compensation consulting firm, to provide executive compensation advisory services for 2011, including the following:

As described in more detail below, based upon the recommendations of Compensia, base salaries were adjusted to reflect that of the 25^th percentile of peer companies.

Determination of Executive Compensation

In setting the compensation for our named executive officers, our compensation committee places significant emphasis on the recommendations of our Chief Executive Officer for all named executive officers, except with respect to the compensation of the Chief Executive Officer. Our compensation committee also considers market data, our overall performance during the prior fiscal year relative to our financial goals and the executive’s individual contributions during the prior fiscal years toward the achievement of our corporate goals. Prior to our initial public offering, the members of our compensation committee also relied on their experience as venture capitalists, in which they and the other general partners in their venture funds serve as directors for a number of private companies, and have experience and a familiarity with the compensation offered to executives in emerging growth companies in our geographic location. In addition, our compensation committee is bound by the terms of the employment agreements we entered into with our named executive officers in order to secure their services for our company.

Components of Executive Compensation

As indicated above, our executives are compensated through a combination of annual and long-term incentives designed to motivate them to help us achieve our key corporate goals and build value for our stockholders.

Base Salary

Our compensation committee is responsible for setting our executive base salaries based on input from the Chief Executive Officer (except with respect to the compensation of the Chief Executive Officer). The compensation committee sets the base salary for our Chief Executive Officer. Prior to our initial public offering, executive base salaries reflected our status as a start-up company with the objective of conserving cash resources while attracting and retaining executive talent with long-term equity compensation. As a result, we believe that our base salaries were generally below base salaries available at larger public companies. Many of the named executive officers recognized these cash constraints as we focused resources on the development of our business and agreed to relatively lower base salaries in exchange for equity incentive awards. As a result, our compensation committee decided to maintain our named executive officers’ 2009 base salaries in 2010 through July 2011, except in connection with a named executive officer’s subsequent promotion. In setting base salaries for our named executive officers prior to June 2011, our compensation committee considered a variety of components, including the early stage of our company, the executive’s position, the individual’s contribution towards meeting our financial goals and informal benchmarking. We did not identify any specific peer companies in determining our named executive officers’ salaries prior to June 2011. Instead, our compensation

24

Table of Contents

committee analyzed each of the foregoing components, and in combination with analyzing recommendations from our Chief Executive Officer (except with respect to his own compensation), determined the named executive officer salaries in 2010, which were carried forward through July 2011.

In connection with our initial public offering, one of the objectives of our compensation program in 2011 was to provide our named executives with base salaries that are competitively reasonable and appropriate in the talent market for our business needs and circumstances. With the assistance of Compensia, in June 2011, our compensation committee conducted an analysis of base salaries using compensation data disclosed in public filings to establish reference points that we used to compare our named executives’ 2011 base salaries to those provided by peer companies.

Our compensation committee selected our peer companies, taking into account Compensia’s recommendations, based on the following characteristics:

Peer Companies for Base Salary in Fiscal Year 2011

As a result of this analysis, our compensation committee determined that base salaries were generally below that of the peer group and increased base salaries of all of our named executive officers in July 2011 to approximately the 25th percentile of our peers, except for Mr. West whose base salary already approximated the 25th percentile of our peers. Our compensation committee selected this conservative percentile in an effort to continue to conserve our cash to support our commercialization plans and as the first step towards aligning the base salaries of our named executive officers with the peer group. Our named executive officers’ base salaries for the year ended December 31, 2011 are summarized in the table below:

25

Table of Contents

We also consider many other factors in the process of determining compensation levels for each named executive officer, including:

We do not have a predefined framework that determines which factors may be more or less important, and the emphasis placed on specific factors may vary among the named executive officers. Ultimately, it is our compensation committee’s judgment of these factors, along with competitive data, that form the basis for determining named executives’ base salaries.

Our compensation committee has determined that base salaries for our named executive officers should continue to approximate the 25th percentile of our peers and further increased the base salary of Dr. Tatsutani $260,000 in January 2012.

Performance-Based Cash Incentive Awards

Our compensation committee is responsible for administration of our 2011 Corporate Bonus Plan, or the Bonus Plan, which provides for annual cash incentive awards. All named executive officers are eligible to participate in the Bonus Plan. The Bonus Plan is designed to align our named executive officers’ efforts with our corporate goals. Each named executive officer has a target bonus ranging from 25% to 75% of his or her base salary. To assist our compensation committee, our Chief Executive Officer provided the compensation committee with documentation regarding full or partial achievement of our corporate goals. For 2011, our compensation committee determined to bifurcate the corporate goals for the first and second halves of 2011 primarily due to the enhanced responsibilities of the executives in connection with our initial public offering beginning in June 2011. In recognition of the extraordinary efforts of our named executive officers during the second half of 2011, the Board of Directors exercised its discretion and elected to pay out awards under the Bonus Plan for the first half of 2011 in December 2011.

2011 Performance Measures. The compensation committee set the initial performance measure for 2011 as follows:

26

Table of Contents

Assuming that the Operating Income Target Bonus Trigger set forth above was achieved, the bonuses for 2011 would be paid to the executive officers in the event the following targets were satisfied:

Awards for First Half of 2011. In the first half of 2011, the Company had substantially exceeded the pace required to meet the Operating Income Target Bonus Trigger and also outperformed its operating plan for the first half of 2011 by achieving (i) approximately $31.6 million in revenue, (ii) a customer satisfaction level exceeding plan, (iii) all steps necessary to launch the new applicator for our CoolSculpting System and (iv) the goals for each phase of the web site launch.

However, during 2011, significant changes were made to the Company’s operating plan, including an increase in operating expenses to invest in programs designed to contribute to revenue growth and to undertake the initial public offering of the Company’s common stock. In light of these changes to the operating plan and considering the achievements described above, the Board of Directors determined to pay the executive officers 50% of their bonus potential for 2011 and to revise the performance measures under the Bonus Plan for the second half of 2011.

Revised Performance Measures for Second half of 2011. Based upon the recommendations of Compensia, the compensation committee determined to increase target bonus percentages for the named executives in July 2011 and to change the performance measures under the Bonus Plan to actual revenue compared to the revised 2011 revenue plan, based upon the following scale:

Actual revenue for full 2011 was approximately $68.1 million, compared to the revised 2011 revenue plan of approximately $73.4 million, achieving 93% of the revised 2011 revenue plan. This 93% would have entitled the named executives officers to receive 75% of their target bonus for the second half of 2011. However, revenue for the second half of 2011 was approximately $36.5 million, compared to revised 2011 revenue forecast of approximately $41.8 million for the same period, achieving 87% of the second half revenue target. This 87% would have entitled the named executive officers to receive 50% of their target bonus for the second half of 2011, however, the Board of Directors, at the recommendation of the compensation committee, determined to pay the named executive officers 55% of their target bonuses for the second half of 2011. The compensation committee determined that Mr. Atkinson would receive an additional $20,000 based on achievement of specified revenue targets outside the United States.

2011 Awards. The maximum award payable under the Bonus Plan is 200% of the named executive officers’ target bonus. Any amount paid in excess of the target bonus is determined at the sole discretion of the compensation committee based on the recommendations of our Chief Executive Officer and following achievement of our corporate goals. For fiscal 2011, our compensation committee set the bonus thresholds at the

27

Table of Contents

following three levels based on each executive officer’s roles and responsibilities, assuming each executive officer served the full fiscal year:

The compensation committee utilized the formula described above, and the full awards for 2011 paid to each of the named executive officers were as follows:

Stock-Based Incentive Awards

In addition to our performance-based cash incentive awards, we provide long-term stock-based incentive awards to our executive officers. These stock-based incentive awards generally consist of options to purchase shares of our common stock. We believe that stock option awards help further our compensation objectives by encouraging our executives to remain with us through at least the vesting period applicable to the award and by providing our executives with incentives to continue to focus on our financial performance and increasing stockholder value.

Our Chief Executive Officer recommends to our compensation committee the specific number of shares to be subject to each option award granted to each named executive officer (with the exception of his own stock-based grants). The actual number of shares underlying options granted to the named executive officers is determined by the compensation committee based on the assessment of the Company’s performance, the named executive officers’ other compensation and informal market data, as well as the dilutive effects of equity grants. Each named executive officer with the same level of duties and responsibilities generally receives the same number of option grants and named executive officers with additional responsibilities and duties receive larger grants of equity awards. Our compensation committee did not utilize predefined criteria or a formula based analysis for the determination of stock option awards. Instead, the compensation committee utilized a qualitative analysis based primarily on their general knowledge of market data and their assessment of our performance in determining the option grants to be awarded to each named executive officer.

The determination of the specific number of shares to be subject to each option granted to our Chief Executive Officer is made by the Board of Directors following discussion with the chairman of the compensation committee.

28

Table of Contents

The level of equity compensation paid to our former Chief Executive Officer and our former Chief Financial Officer during 2010 was significantly greater than that paid to our other executive officers, reflecting the view of our compensation committee and Board of Directors that their leadership of our organization provided the basis for our Company to achieve success in commercializing CoolSculpting. Because of the significant level of equity compensation paid to our former Chief Executive Officer and our former Chief Financial Officer during 2010, the compensation committee determined that it would not grant additional equity awards to either Messrs. Nye or Howe in 2011. The stock option awards granted to Dr. Tatsutani and Mr. West during 2011 reflect the compensation committee’s practice of granting each named executive officer with the same level of duties and responsibilities the same number of stock options. On each of their hire dates, the standard was 136,237 shares. The stock option awards granted to Mr. Atkinson during 2011 reflect both individual negotiations and the amount of equity compensation our compensation committee believed was necessary, when combined with his base salary, to secure the services of this key executive. The award (and the size of the award) reflected our critical need to build our direct international sales function.

With the assistance of Compensia, we reviewed our stock option practices in June 2011 and determined that our named executive officers generally will receive a stock option award at the time of their initial hire, following promotions and, if approved by the compensation committee, on an annual basis. To date, our equity incentives have been granted with time-based vesting with the exception of options to purchase 301,749 shares of our common stock granted Mr. Nye that vest upon a change of control, or at such time as our common stock is listed on a national securities exchange and closes at a per share price of $18.35 or more for ten (10) consecutive trading days, and options to purchase 150,873 shares of our common stock granted to Mr. Nye that fully vested upon the achievement of $25 million in sales revenue. Most new hire option grants, including those for our named executive officers, generally vest over a four-year period with 25% vesting at or before the first anniversary of the grant date and the remainder vesting in equal monthly installments over the subsequent three years of employment. Annual grants generally vest in accordance with the same vesting schedule as the initial grants over a four-year period. Although our practice in recent years has been to provide equity incentives principally in the form of stock option grants that vest over time, our compensation committee may consider alternative forms of equity in the future, such as performance shares, restricted stock units, or restricted stock awards with alternative vesting strategies based on the achievement of performance milestones or financial metrics.

Stock and Option Grant Practices

In the absence of a public trading market for our common stock prior to our initial public offering, our Board of Directors had historically determined the fair market value of our common stock in good faith based upon consideration of a number of relevant factors including our financial condition, the likelihood of a liquidity event, the liquidation preference of our participating preferred stock, the price at which our preferred stock was sold, the enterprise values of comparable companies, our cash needs, operating losses and earnings, market conditions, material risks to our business, and our valuations. All equity awards to our employees, consultants, and directors were granted at no less than the fair market value of our common stock as determined in good faith by our Board of Directors or compensation committee on the date of grant of each award.

Following the completion of our initial public offering in October 2011, all equity based incentive awards to employees, including our named executive officers, are granted at pre-determined meeting dates of the compensation committee. Awards to current employees who are promoted or to new employees are granted on the date of promotion or hire. Our compensation committee will grant the equity awards in accordance with the dates fixed by this policy whether or not we are aware of any material non-public information (whether positive or negative) at the time of grant. The amount of realizable value related to such awards will be determined by our stock price on the date the awards vest, and therefore will be determined by our financial performance during the period prior to vesting. Whether our stock price moves up or down shortly after the grant date is largely irrelevant for purposes of the equity awards.

29

Table of Contents

The exercise price of any option grant will be determined by reference to the fair market value of such shares, which our 2011 Equity Incentive Plan defines as the closing price of our common stock on the date of grant.

To attract, retain, and maintain competitive compensation, stock options and restricted stock units are offered to our executives. In January 2012, Compensia, a compensation consulting firm, was engaged to provide a detailed analysis of stock compensation for each level based upon benchmarking with our peer group. To maintain compensation at the 25^th percentile of our peer group, on February 17, 2012, the compensation committee voted to offer stock options and restricted stock units to the named executive officers. These stock options vest in forty-eight (48) equal monthly installments on the monthly anniversary of the vesting base date. The restricted stock units vest in four equal annual installments beginning February 15, 2013. Gordie Nye was granted 61,920 stock options and 18,099 restricted stock units; Steve Atkinson was granted 30,960 stock options and 9,049 restricted stock units; Kristine Tatsutani was granted 26,316 stock options and 7,692 restricted stock units; Ian West was granted 17,544 stock options and 5,128 restricted stock units.

Other Benefits

To attract, retain, and offer market levels of compensation to our executives, we provide the following benefits:

Post-Employment Compensation

Certain employment arrangements that we extended to our named executive officers provide for protections in the event of their termination of employment under specified circumstances, or following a change of control. We believe that these protections are necessary to induce these individuals to forego other opportunities or leave their current employment for a position in a new and unfamiliar organization. We also believe that entering into these arrangements will help our executives maintain continued focus and dedication to their responsibilities to help maximize stockholder value if there is a potential transaction that could involve a change of control of our company. For a summary of the material terms and conditions of these severance and change of control arrangements, see “—Employment Arrangements and Offer Letters.”

Accounting and Tax Considerations

Internal Revenue Code, or the Code, Section 162(m) limits the amount that we may deduct for compensation paid to our Chief Executive Officer and to each of our four most highly compensated officers to

30

Table of Contents

$1,000,000 per person, unless certain exemption requirements are met. Exemptions to this deductibility limit may be made for various forms of “performance-based” compensation. In addition to salary and bonus compensation, upon the exercise of stock options that are not treated as incentive stock options, the excess of the current market price over the option price, or option spread, is treated as compensation and accordingly, in any year, such exercise may cause an officer’s total compensation to exceed $1,000,000. Under certain regulations, option spread compensation from options that meet certain requirements will not be subject to the $1,000,000 cap on deductibility, and in the past, we have granted options that we believe met those requirements. While the compensation committee cannot predict how the deductibility limit may impact our compensation program in future years, the compensation committee intends to maintain an approach to executive compensation that strongly links pay to performance. While the compensation committee has not adopted a formal policy regarding tax deductibility of compensation paid to our named executive officers, the compensation committee intends to consider tax deductibility under Section 162(m) as a factor in compensation decisions.

Section 409A of the Code imposes additional significant taxes in the event that an executive officer, director, or other service provider receives “deferred compensation” that does not satisfy the requirements of Section 409A. Although we do not maintain traditional nonqualified deferred compensation plans, Section 409A does apply to certain change of control severance arrangements. Consequently, to assist in avoiding additional tax under Section 409A, we have designed the change of control severance arrangements described above in a manner to avoid the application of Section 409A.

31

Table of Contents

2011 Summary Compensation Table

The following table summarizes information concerning the compensation awarded to, earned by, or paid for services rendered in all capacities by our named executive officers during the year ended December 31, 2011. The compensation described in this table does not include medical, group life insurance, or other benefits which are available generally to all of our salaried employees.

32

Table of Contents

33

Table of Contents

2011 Grants of Plan Based Awards

The following table provides information regarding grants of plan based awards to each of the named executive officers during the year ended December 31, 2011. During the year ended December 31, 2011, we granted stock options to purchase 1,305,620 shares of our common stock under our 2005 Stock Option Plan and 2011 Equity Incentive Plan, including grants to executive officers. Generally, 25% of the shares subject to options vest at or before the first anniversary of the grant date and the remainder of the shares vest in equal monthly installments over the 36 months thereafter. The exercise price per share of each stock option granted to our named executive officers was equal to the fair market value of our common stock as determined in good faith by our Board of Directors on the date of the grant. Options expire ten years from the date of grant.

34

Table of Contents

Outstanding Equity Awards at December 31, 2011

The following table sets forth information regarding outstanding option awards held by our named executive officers at December 31, 2011. No named executive officers had outstanding stock awards as of December 31, 2011.