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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549   FORM 10-K/A   ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITY EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 Commission File Number 000-50644   Cutera, Inc. (Exact
name of Registrant as specified in its charter)    Delaware

77-0492262(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)  3240 Bayshore Blvd.
Brisbane, CA

(415) 657-5500

94005(Address of principal executive offices)

(Registrants telephone number,
including area code)

(Zip Code) Securities registered pursuant to Section 12(b) of the Act:  Title of each class

Trading
Symbol(s)

Name of each exchange
on which registeredCommon Stock ($0.001 par value)

CUTR

The NASDAQ Stock Market, LLC   Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of
1933.    Yes  ☐    No  ☒ Indicate by check mark if the Registrant
is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (the Exchange Act).    Yes  ☐    No  ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange
Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    Yes  ☒    No  ☐ Indicate by check mark whether the
registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐ Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, a smaller reporting company or an emerging growth company. See the definition of large accelerated filer, accelerated filer, smaller reporting company
and emerging growth company in Rule 12b-2 of the Exchange Act.:  Large accelerated filer

☐

Accelerated filer

☒Non-accelerated filer

☐

Smaller reporting company

☐Emerging growth company

☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).    Yes  ☐    No  ☒ The aggregate market value of
the Registrants common stock, held by non-affiliates of the Registrant as of June 30, 2019 (which is the last business day of Registrants most recently completed second fiscal quarter) based
upon the closing price of such stock on the NASDAQ Global Select Market on June 30, 2019, was approximately $281.8 million. For purposes of this disclosure, shares of common stock held by entities and individuals who own 5% or more of the
outstanding common stock and shares of common stock held by each officer and director have been excluded in that such persons may be deemed to be affiliates as that term is defined under the Rules and Regulations of the Securities
Exchange Act of 1934. This determination of affiliate status is not necessarily conclusive. As of April 1, 2020, Registrant had
14,578,146 shares of common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE None.




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EXPLANATORY NOTE This Amendment No. 1 (this Amendment) on Form 10-K/A amends the Registrants
Annual Report on Form 10-K for the year ended December 31, 2019 filed with the Securities and Exchange Commission (the SEC) on March 16, 2020 (the Original 10-K), to include the information required by Items 10 through 14 of Part III of the Original 10-K. This information was previously omitted from the Original 10-K in reliance on General Instruction G(3) to Form 10-K, which permits the information in the above referenced items to be incorporated in the Form 10-K by reference to our definitive proxy statement if such statement is filed no later than 120 days after our fiscal year-end. We are filing this Amendment to provide the
information required in Part III of Form 10-K in order to incorporate this information by reference into our Registration Statement on Form S-3, which was filed with the
Securities and Exchange Commission on April 2, 2020, prior to its effectiveness. Items 10 through 14 of Item III in Form 10-K is more limited than what is required to be included in the definitive proxy statement to be filed in connection with our 2020 Annual Meeting of Stockholders. Accordingly, the definitive proxy statement to
be filed at a later date will include additional information related to the topics herein and additional information not required by Part III, Items 10 through 14 of Form 10-K. Pursuant to the SEC rules, Part IV, Item 15 has also been amended to contain the currently dated certificates from the Companys
principal executive and financial officer and principal accounting officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. The certificates of the Companys principal executive and financial officer and principal accounting
officer are attached to this Amendment as Exhibits 31.3 and 31.4. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. Additionally, we are not including the certificate under Section 906 of the Sarbanes-Oxley Act of 2002 as no financial statements are being
filed with this Amendment. Except for the information described above, the Company has not modified or updated disclosures provided in
the Original 10-K in this Amendment. Accordingly, this Amendment does not reflect events occurring after the filing of the Original 10-K or modify or update those
disclosures affected by subsequent events. Information not affected by this Amendment is unchanged and reflects the disclosures made at the time the Original 10-K was filed.  2




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Table of Contents Page No.Explanatory Note


2Part III


4Item 10. Directors, Executive Officers and Corporate Governance


4Item 11. Executive Compensation


12Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters


33Item 13. Certain Relationships and Related Transactions, and Director Independence


35Item 14. Principal Accountant Fees and Services


36Part IV


37Item 15. Exhibits and Financial Statement Schedules


37Signatures


39  3




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PART III Item 10. Directors, Executive Officers and Corporate Governance The names of, and certain information regarding, our directors, as of April 1, 2020 are set forth below.  Name

Age


Principal Occupation

Director SinceDavid H. Mowry(5)


57


Chief Executive Officer

2019J. Daniel Plants, Chairperson(2)


53


Managing Partner, Voce Capital Management LLC

2015David B. Apfelberg,
M.D.(1)(3)(6)


78


Retired Clinical Professor of Plastic Surgery, Stanford University Medical Center

1998Gregory A. Barrett(1)(3)


66


Retired President and Chief Executive Officer, DFINE, Inc.

2011Timothy J. OShea(2)(3)(4)


67


Retired Managing Director, Oxo Capital

2004Joseph E. Whitters(2)(4)


62


Retired Executive Vice President and Chief Financial Officer, First Health Group Corp.

2019Katherine S. Zanotti(1)(4)


65


Retired Chief Executive Officer, Arbonne International

2019  (1)
Member of the Compensation Committee. (2)
Member of the Audit Committee. (3)
Member of Nominating and Corporate Governance Committee. (4)
Member of the Enterprise Risk Committee. (5)
Appointed on July8, 2019. (6)
In August 2019, Dr.Apfelberg informed the Board that he would not stand for re-election at our 2020 Annual Meeting of Stockholders. David H.
Mowry was appointed as the Companys Chief Executive Officer and a member of the Board on July 8, 2019. Prior to joining Cutera, from May 2016 to October 2018, Mr. Mowry served as President and Chief Executive Officer, as well
as a member of the Board of Directors, of Vyaire Medical, a global leader in the respiratory diagnostics, ventilation, and anesthesia delivery and patient monitoring market segments. Prior to his assignment at Vyaire, Mr. Mowry served as
Executive Vice President and Chief Operating Officer and member of the Board of Directors of Wright Medical Group N.V., a global medical device company focused on extremities and biologics products, from October 2015 to May 2016, and during this
time period he was also a member of the Board of Directors of EndoChoice Holdings, Inc., a company focused on the manufacturing and commercialization of platform technologies relating to the treatment of gastrointestinal conditions. Prior to
Mr. Mowrys assignment at Wright Medical Group, he served as President and Chief Executive Officer and member of the Board of Directors of Tornier N.V. from February 2013 until October 2015, at which time Tornier and Wright Medical Group
merged, and prior to that, as Chief Operating Officer of Tornier from 2011 to 2013. Within the spine industry, Mr. Mowry served as Vice President of Operations and Logistics at Zimmer Spine from February 2002 until October 2006. Mr. Mowry
has held executive leadership positions over his thirty year medical device career at Covidien plc, ev3, Inc. and Zimmer Spine, Inc. Mr. Mowry is on the board of directors of Alphatec Holdings, Inc., a public medical technology company that
designs, develops, and markets products for the surgical treatment of spine disorders. Mr. Mowry received a B.S. degree in Engineering from the United States Military Academy at West Point. We believe Mr. Mowrys qualifications to
serve on our Board include his prior education and training, leadership qualities, and his 30 years of medical device industry experience, including 12 years of executive experience in managing major divisions and companies. J. Daniel Plants was appointed Chairperson of the Board in October 2016 and has been a member of the Board since January 2015.
Mr. Plants has been Managing Partner of Voce Capital Management LLC since 2009 and also serves on the board of Calix, Inc., a publicly-listed company that provides broadband communications access systems and software. Mr. Plants also
served on the board of directors of Destination Maternity Corporation, a maternity apparel retailer, from November 2014 until December 2016. Prior to founding Voce Capital Management, Mr. Plants held a number of positions at leading Wall Street
firms, including executive roles in investment banking at Goldman Sachs and JPMorgan Chase, and as a corporate attorney with Sullivan & Cromwell. Mr. Plants co-founded The Bay Area Urban Debate League and served as its Vice Chairman
from 2008 to 2012. Mr. Plants holds a Juris Doctorate degree from University of Michigan Law School and an undergraduate degree from Baylor University. We believe Mr. Plants qualifications to serve on our Board include his
substantial experience as a strategic advisor and corporate attorney, as well as his role as the founder of a successful investment management firm and status as a significant Company stockholder, which bring valuable skills and perspective to the
Board in the areas of finance, capital markets, strategy and corporate governance.  4




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David B. Apfelberg, M.D. has served as a member of our Board since November
1998. Since 1980, Dr. Apfelberg has held various roles at the Stanford University Medical Center, and currently serves as an Adjunct Clinical Professor of Plastic Surgery. Since 1987, Dr. Apfelberg has also been a consultant for
entrepreneurs and venture capital companies in the areas of medical devices and medicine. From June 1991 to May 2001, Dr. Apfelberg was Director of the Plastic Surgery Center in Atherton, California. Dr. Apfelberg is the author of five
books on lasers in medicine and is a founding member and past president of the American Society for Lasers in Medicine and Surgery. Dr. Apfelberg holds a Bachelor of Medical Science, and an M.D. from Northwestern University Medical School. We
believe Dr. Apfelbergs qualifications to serve on our Board include his medical expertise, understanding of our products, and his knowledge of the aesthetics market generally. Gregory A. Barrett has served as a member of our Board since October 2011. Mr. Barrett also serves on the board of Aqua
Medical, Inc., BTG plc, and Global Kinetics Corp. Ltd. From September 2013 to October 2016, Mr. Barrett was the President and Chief Executive Officer of DFINE, Inc., a private medical device company that was acquired by Merit Medical.
Mr. Barrett was the Chairperson, President and Chief Executive Officer of BÂRRX Medical, Inc., a private medical device manufacturer and distributer of products to treat gastrointestinal diseases that was acquired by Covidien. Prior to
joining BÂRRX Medical in February 2004, from January 2001 through August 2003, Mr. Barrett served as President and Chief Executive Officer of ACMI Corporation, a developer of medical visualization and energy systems; Group Vice President
at Boston Scientific Corporation; Vice President, Global Sales and Marketing at both Orthofix Corporation (formerly American Medical Electronics) and Baxter Healthcare. Mr. Barrett holds a B.A. in Marketing from the University of Texas, Austin.
Mr. Barrett has held various Board positions with Softscope Medical, BaroSense, Monteris Medical, as well as Board positions with the companies in which he was employed. We believe Mr. Barretts qualifications to serve on our Board
include his more than 41 years of diverse experiences in the medical device industry, including time spent serving as president and Chief Executive Officer of several medical device companies. Timothy J. OShea has served as a member of our Board since April 2004. Mr. OShea was with OXO Capital from 2008
to 2014 serving as managing director. From 1995 to 2008, he served in a variety of management positions at Boston Scientific, including Corporate Vice President of Business Development from 2000 to 2008. Mr. OShea currently acts as an
advisor to several medical device companies. Mr. OShea holds a B.A. in history from the University of Detroit. We believe Mr. OSheas qualifications to serve on our Board include his corporate marketing knowledge as well
as his diverse experience in the medical device industry working for a large medical device company. Joseph E. Whitters has
served as a member of our Board since February 2019. He has been an advisor/consultant to Frazier Healthcare, a private equity firm, since 2005. From 1986 to 2005, Mr. Whitters served in various capacities with First Health Group Corp., a
publicly traded managed care company, most recently as Executive Vice President. He also previously served as the Controller for United Healthcare Corp. from 1984 to 1986. Prior to that, Mr. Whitters served as the Manager of Accounting and
Taxation for Overland Express, a publicly traded trucking company, and he began his career in public accounting with Peat Marwick (now KPMG). Mr. Whitters currently serves as a member of the board of directors of publicly-traded companies
Accuray, Inc., InfuSystem Holdings, Inc., and PRGX Global, Inc., where he serves as Chairman. Previously, Mr. Whitters served on the boards of directors and audit committees of various public companies, including Analogic Corporation, Air
Methods Corporation and Omnicell Technologies. Mr. Whitters has also been an advisor or board member of several private companies. Mr. Whitters holds a B.A. in Accounting from Luther College. We believe Mr. Whitters business
leadership skills and experience in building and running global financial organizations at listed companies will bring valuable expertise and perspective to the Board. Katherine S. Zanotti has served as a member of our Board since February 2019. She previously served as chief executive officer
of Arbonne International from August 2009 until June 2018. Ms. Zanotti has also served as Chairman of Natural Products Group (the holding company of Arbonne, Natures Gate, and Levlad) since March 2010. From July 2002 to March 2006, she served
as senior vice president of marketing at McDonalds Corporation. Ms. Zanotti is a retired vice president of the Procter & Gamble Company and most recently served as vice president and general manager of the North American
pharmaceutical business and the corporate womens health platform. Ms. Zanotti currently serves on the Board of Exact Sciences, and as a member of the Board of Trustees of Xavier University. She previously served as a director of Hill-Rom Holdings, Inc., a worldwide manufacturer and provider of medical technologies and related services; Mentor Corporation, a medical device company; Alberto Culver Company, a personal care products company;
and Third Wave Technologies, Inc., a molecular diagnostics company. She earned a bachelors degree in economics and studio fine arts from Georgetown University and an MBA in marketing and finance from Xavier University. We believe
Ms. Zanottis qualifications to serve on our Board include her years of diverse experiences, including experience in the aesthetics industry, and her experience serving as president and Chief Executive Officer of Arbonne International.  5




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For terms beginning with our 2020 Annual Meeting of Stockholders, the Board nominated Gregory A. Barrett,
David H. Mowry, Timothy J. OShea, J. Daniel Plants, Joseph E. Whitters, and Katherine S. Zanotti for re-election as directors. The nominees were recommended to the Board by the Nominating and Corporate
Governance Committee. The Nominating and Corporate Governance Committee recommended to the Board that all directors other than our Chief Executive Officer be determined to be independent as defined by NASDAQ listing rules. Dr. Apfelberg notified the Board that he would not be standing for re-election at our 2020 Annual Meeting of
Stockholders for personal reasons. Mr. Apfelbergs decision is not based on any disagreement with the Company, nor any matter relating to the Companys operations, policies or practices. Following the 2020 Annual Meeting of Stockholders, the number of directors constituting the Board will be reduced from seven to six.  6




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EXECUTIVE OFFICERS The following table sets forth certain information with respect to the Companys executive officers during fiscal year 2019 as of
April 1, 2020.  Name

Age


PositionDavid H. Mowry(1)


57


Chief Executive Officer and DirectorR. Jason Richey(2)


46


PresidentFuad Ahmad(3)


49


Interim Chief Financial OfficerJames A. Reinstein(4)


55


Former President and Chief Executive OfficerSandra A. Gardiner(5)


54


Former Executive Vice President and Chief Financial Officer  (1)
Joined the Company as Chief Executive Officer and Director on July8, 2019. (2)
Served as Executive Vice President& Chief Operating Officer until his appointment as
President effective July8, 2019. (3)
Joined the Company as Interim Chief Financial Officer on November15, 2019.
Mr.Ahmad joined the Company on a consulting basis as an employee of FLG Partners, LLC, who we have engaged to provide us with an interim chief financial officer. (4)
Resigned from all positions with the Company effective January4, 2019. (5)
Resigned from all positions with the Company effective November15, 2019. Director Independence Our common stock is listed on the NASDAQ Stock Market (NASDAQ). Under the NASDAQ listing standards, independent directors must
comprise a majority of a listed companys board of directors. In addition, the NASDAQ listing standards require that, subject to specified exceptions, each member of a listed companys audit, compensation, and nominating and corporate
governance committees be independent. Under the NASDAQ listing standards, a director will only qualify as an independent director if, in the opinion of that listed companys board of directors, that director does not have a
relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Audit
committee members must also satisfy the additional independence criteria set forth in Rule 10A-3 under the Exchange Act and the NASDAQ listing standards. Compensation committee members must also satisfy the
additional independence criteria set forth in Rule 10C-1 under the Exchange Act and the NASDAQ listing standards Our Board has undertaken a review of the independence of each of our directors. Based on information provided by each director concerning his
or her background, employment and affiliations, our Board has determined that each of the directors, other than David H. Mowry, our Chief Executive Officer, satisfy the current independent director standards established by NASDAQ. In
2019, the Nominating and Corporate Governance Committee recommended to the Board that all directors other than our Chief Executive Officer be independent as defined by NASDAQ listing rules. Board Leadership Structure The roles of
Chairperson of the Board and Chief Executive Officer are filled by separate individuals. Our Board believes that the separation of the offices of the Chairperson and Chief Executive Officer is appropriate at this time because it allows our Chief
Executive Officer to focus primarily on our business strategy, operations and corporate vision. However, our Board does not have a policy mandating the separation of the roles of Chairperson and Chief Executive Officer, though one can be established
by the Board. Our Board elects our Chairperson and Chief Executive Officer, and each of these positions may be held by the same person or by different people. We believe that it is important that the Board retain flexibility to determine whether
these roles should be separate or combined based upon the Boards assessment of our needs and our leadership at a given point in time. We believe that independent and effective oversight of our business and affairs is maintained through the composition of our Board, the
leadership of our independent directors and the committees and our governance structures and processes already in place. The Board currently consists entirely of independent directors, other than David H. Mowry, our Chief Executive Officer, and the
committees of our Board are composed solely of independent directors.  7




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Our Chairperson of the Board is J. Daniel Plants. We believe Mr. Plants
qualifications to serve as our Chairperson include his substantial experience as a strategic advisor and corporate attorney, as well as his role as the founder of a successful investment management firm and status as a significant Company
stockholder, which bring valuable skills and perspective to the Board in the areas of finance, capital markets, strategy and corporate governance. As described in more detail below, the Board currently has four standing committees: an Audit Committee, a Compensation Committee, a
Nominating and Corporate Governance Committee, and an Enterprise Risk Committee. As deemed advisable by the Board, variousad hoc committees may be established from time to time to accomplish a specific goal or purpose and cease to exist when
that goal or purpose is realized. The chairperson and each member of all committees is an independent director. The Board delegates substantial duties and responsibilities to each committee. The committees make recommendations to the Board and
report regularly to the Board on their activities and any actions they have taken. We believe that our independent Board committees and their chairperson are an important aspect of our Board leadership and governance structure. Risk Oversight and Analysis Risk is
inherent with every business, and we face a number of risks, including strategic, financial, business and operational, political, regulatory, legal and compliance, and reputational. We have designed and implemented processes to manage risk in our
operations. Our management is responsible for managing the risks we face in the ordinary course of operating our business. The Board oversees potential risks and our risk management activities by receiving operational and strategic presentations
from management which include discussions of key risks to our business. Our Board believes that open communication between management and
our Board is essential for effective risk management and oversight. Our Board meets with our Chief Executive Officer and other members of the senior management team at meetings of our Board, where, among other topics, they discuss strategy and risks
facing the Company, as well as at such other times as they deem appropriate. While our Board has the ultimate responsibility for risk
management and oversight, various committees of the Board also support the Board in its fulfillment of this responsibility. For example, our Audit Committee assists the Board in its risk oversight function by reviewing and discussing with management
our system of disclosure controls and our internal controls over financial reporting risks associated with our cash investment policies, risks related to regulatory matters, and evaluating and advising on other matters. Our business is run
conservatively and excessive risk-taking has been discouraged. As a result, risk analysis has not been a significant factor for our Compensation Committee in establishing compensation. The Nominating and Corporate Governance Committee assists the
Board in fulfilling its oversight responsibilities with respect to the management of risks associated with Board organization, governance, membership and structure. The Enterprise Risk Committee, created in 2018, assists the Board in supervising the
enterprise risk management activities of the Company and its subsidiaries, and advises the Board with respect to the enterprise risk management framework of the Company. The Enterprise Risk Committee further assists the Board in its oversight of the
Companys management of key risks, including strategic and operational risks, as well as the guidelines, policies and processes for monitoring and mitigating such risks.  8




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Board Meetings and Committees Our Board has four standing committees: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee, and
the Enterprise Risk Committee. The membership during the last fiscal year, and the function of each of the committees, are described below. Starting with the 2019 Annual Meeting, the Board decreased the number of directors constituting the Board
from eight to six directors. On July 8, 2019, the number of directors constituting the Board increased from six to seven as David H. Mowry, the Companys Chief Executive Officer, was appointed to the Board.  Name of Director

AuditCommittee


CompensationCommittee


NominatingandCorporateGovernanceCommittee


Enterprise RiskCommitteeNon-Employee Directors:J. Daniel Plants


XDavid B. Apfelberg, M.D.(1)






X



XGregory A. Barrett






X*



XTimothy J. OShea


X







X*



XJoseph E. Whitters


X*











XKatherine S. Zanotti






X







X*Employee Director:David H. MowryNumber of Meetings Held During the Last Fiscal Year


5



9



8



2  X    =    Committee member *    =    Chairperson of Committee (1)
In August 2019, Mr. Apfelberg informed the Board that he would not stand for re-election. Effective with the 2020 Annual Meeting, Mr. Apfelberg will no longer serve as a member the Compensation Committee or the Nominating and Corporate Governance Committee. Audit Committee. The Audit Committee oversees the Companys accounting and financial reporting processes and the audits of its
financial statements. The Audit Committee operates under a written charter adopted by the Board and a copy of the charter can be found on the Investor page, under the Corporate Governance section of our website at www.cutera.com. In this
role, the Audit Committee monitors and oversees the integrity of the Companys financial statements and related disclosures, the qualifications, independence, and performance of the Companys Independent Registered Public Accounting Firm,
and the Companys compliance with applicable legal requirements and its business conduct policies. Our Board has determined that each member of the Audit Committee meets the independence and financial literacy requirements of the NASDAQ rules
and the independence requirements of the SEC. Joseph E. Whitters serves as a member of the Board and Chairperson of the Audit Committee. Our Board has determined that Mr. Whitters qualifies as an audit committee financial expert as
defined in the SEC rules. Compensation Committee. The Compensation Committee, together with our Board, establishes compensation
for our Chief Executive Officer and the other executive officers and administers the Companys 2019 Equity Incentive Plan and the 2004 Employee Stock Purchase Plan. Each member of the Compensation Committee meets the requirements for
independence for compensation committee members under the NASDAQ listing standards and SEC rules and regulations, including Rule 10C-1 under the Exchange Act. Each member of our Compensation Committee is also
a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act. The Compensation Committee has a written charter, which was adopted
by our Board, and can be found on the Investor page, under the Corporate Governance section of our website at www.cutera.com.  9




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Nominating and Corporate Governance Committee. The Nominating and Corporate
Governance Committee reviews and makes recommendations to the Board on matters concerning corporate governance, Board composition, identification, evaluation and nomination of director candidates, Board committees, Board compensation, and conflicts
of interest. Each member of our Nominating and Corporate Governance Committee meets the requirements for independence under the NASDAQ listing standards and SEC rules and regulations. The Nominating and Corporate Governance Committee has a written
charter, which was adopted by our Board and can be found on the Investor page, under the Corporate Governance section of our website at www.cutera.com. Enterprise Risk Committee. The Enterprise Risk Committee was created in 2018 to assist the Board and the Audit Committee, where
applicable, in supervising the enterprise risk management activities of the Company and its subsidiaries and advise the Board with respect to the enterprise risk management framework of the Company. The Committees function is primarily one of
oversight, and its members do not provide any expert advice as to the Companys risk management. Each member of our Enterprise Risk Committee meets the requirements for independence under the NASDAQ listing standards and SEC rules and
regulations. The Enterprise Risk Committee has a written charter, which was adopted by our Board and can be found on the Investor page, under the Corporate Governance section of our website at www.cutera.com. Meetings Attended by Directors Each of
the directors attended at least 90% of the meetings of the Board or committee(s) on which he or she served during 2019. The directors of
the Company are encouraged to attend the Companys Annual Meeting of Stockholders. In 2019, all of our directors at the time attended the meeting either physically or telephonically. All directors joined the meeting telephonically, except for
our Chairperson, Mr. Plants who attended in person. Process for Recommending Candidates for Election to the Board of Directors Director Qualifications. The Nominating and Corporate Governance Committee considers the appropriate balance of experience, skills and
characteristics required of members of the Board. While the Nominating and Corporate Governance Committee has not formalized specific minimum qualifications they believe must be met by a candidate to be recommended by the independent members, the
Nominating and Corporate Governance Committee believes that candidates and nominees must reflect a Board that is comprised of directors who (i) have broad and relevant experience, (ii) are predominantly independent, (iii) are of high
integrity, (iv) have qualifications that will increase overall Board effectiveness and enhance long-term stockholder value, and (v) meet other requirements as may be required by applicable rules, such as financial literacy or financial
expertise with respect to Audit Committee members. While the Nominating and Corporate Governance Committee does not maintain a specific policy with respect to Board diversity, the candidates for Board membership should have the highest professional
and personal ethics and values, and conduct themselves consistent with our Code of Ethics. However, California law requires that publicly held corporations headquartered in the state include at least one female director on their boards of directors.
By the end of 2021, subject corporations with five board members must have at least two female directors, while those with six or more directors must have at least three female directors. The Company is in compliance with such law, and the
Nominating and Corporate Governance Committee will continue to monitor the Companys compliance. The Nominating and Corporate Governance Committee and the Board are committed to diversity and consider diversity among other qualifications,
experience, attributes or skills in its process of identifying and evaluating candidates to be nominees to the Board. As they do annually, in 2019 the Nominating and Corporate Governance Committee evaluated its procedures for recommending candidates
to the Board. The procedure was reviewed by the entire Board and implemented in 2019 with the selection of Ms. Zanotti, among others, to join the Board. Stockholder Nominations and Recommendations. Our bylaws set forth the procedure for the proper submission of stockholder nominations
for membership on our Board. In addition, the Nominating and Corporate Governance Committee may consider properly submitted stockholder recommendations (as opposed to formal nominations) for candidates for membership on the Board. A stockholder may
make such a recommendation by submitting the following information to our Vice President, General Counsel & Corporate Secretary at 3240 Bayshore Blvd., Brisbane, California 94005-1021 no later than January 4, 2021:  

the candidates name;  

home and business contact information;  

detailed biographical data, relevant qualifications, professional and personal references;  

information regarding any relationships between the candidate and Cutera within the last three years; and  

evidence of ownership of Cutera stock by the recommending stockholder.  10




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Identifying and Evaluating Director Nominees. Typically new candidates for nomination
to the Board are suggested by existing directors or by our executive officers, although candidates may initially come to our attention through professional search firms, stockholders, or other persons. The Nominating and Corporate Governance
Committee carefully reviews the qualifications of any candidates who have been properly brought to its attention. Such a review may, in the Nominating and Corporate Governance Committees discretion, include a review solely of information
provided to the Nominating and Corporate Governance Committee or may also include discussion with persons familiar with the candidate, an interview with the candidate, or other actions that the Nominating and Corporate Governance Committee deems
proper. The Nominating and Corporate Governance Committee considers the suitability of each candidate, including the current members of the Board, in light of the current size and composition of the Board. In evaluating the qualifications of the
candidates, Nominating and Corporate Governance Committee considers many factors, including, issues of character, judgment, diversity, independence, expertise, length of service, and other commitments. In addition, the Nominating and Corporate
Governance Committee takes into account professional experience, skills and background in considering and evaluating candidates. Although diversity is one factor considered in the nomination process, the Company does not have a formal policy
relating to diversity except as required by applicable law. The Nominating and Corporate Governance Committee evaluates such factors, among others, and does not assign any particular weighting or priority to any of these factors. Candidates properly
recommended by stockholders are evaluated by the Nominating and Corporate Governance Committee using the same criteria as other candidates. Candidates are not discriminated against on the basis of race, gender, religion, national origin, sexual
orientation, disability or any other basis proscribed by law. Communications with the Board by Stockholders Stockholders wishing to communicate with the Board or with an individual Board member concerning the Company may do so by writing to the Board,
or to the particular Board member, and mailing the correspondence to: Attention: Board, c/o Vice President, General Counsel & Corporate Secretary, Cutera, Inc., 3240 Bayshore Blvd., Brisbane, California 94005-1021. The envelope should
indicate that it contains a stockholder communication. All such stockholder communications will be forwarded to the director or directors to whom the communications are addressed, unless the communication is unduly hostile, threatening, illegal,
does not reasonably relate to us or our business, or is inappropriate. The Corporate Secretary has the authority to discard or disregard any inappropriate communications or to take other appropriate actions with respect to any such inappropriate
communications. The Board will endeavor to promptly respond to all appropriate communications and encourages all stockholders and interested persons to use the aforementioned email and mailing address to send communications relating to the our
business to the Board and its members. Code of Business Conduct and Ethics The Board has adopted a Corporate Code of Business Conduct and Ethics (the Code) for all executive officers and other employees,
agents and representatives. The Code is designed to deter wrongdoing and to promote honest, ethical, and socially and environmentally responsible conduct, including the ethical handling of actual or apparent conflicts of interest between personal
and professional relationships; full, fair, accurate, timely and understandable disclosure in reports and documents that we file with, or submit to, the SEC and in other public communications made by us; compliance with applicable governmental laws,
rules and regulations; the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and accountability for adherence to the Code. In 2019, the Board revised the Code to address certain
environmental, social and governance matters that more closely reflect the importance the Board places on such matters. A copy of the revised Code is available on our website at www.cutera.com. Any change to, or waiver from, the code will be
disclosed as required by applicable securities laws. Hedging Policy According to our Insider Trading Compliance Program, no employee of the Company, including, but not limited to, our executive officers and
directors, may invest in derivatives of the Companys securities. This prohibition includes, but is not limited to, trading in put or call options related to securities of the Company or otherwise hedging or offsetting any decrease in the
market value of securities. Compensation Committee Interlocks and Insider Participation Currently, our Compensation Committee consists of David B. Apfelberg, M.D., Gregory A. Barrett, and Katherine S. Zanotti. No current or
expected member of the Compensation Committee, nor any of our Named Executive Officers, has a relationship that would constitute an interlocking relationship with executive officers or directors of another entity. No current or expected member of our Compensation Committee is or has been an officer or employee of the Company. None of our executive
officers currently serves, or in the past year has served, as a member of the Board or Compensation Committee (or other Board committee performing equivalent functions) of any entity that has one or more of its executive officers serving on our
Board or Compensation Committee.  11




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##### Table of Contents

Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires our directors, certain officers, and beneficial owners of more than 10% of our common stock to
file reports of ownership and reports of changes in the ownership with the SEC. Such persons are required by SEC regulations to furnish us with copies of all Section 16(a) Statement of Changes of Beneficial Ownership of Securities forms they
file (SEC Forms 3, 4, and 5). Based solely on our review of the copies of such forms received by us, or written representations from
reporting persons that no SEC Forms 3, 4 or 5 were required of such persons, we believe that during our fiscal year ended December 31, 2019 all reports were timely filed. Item 11. Executive Compensation Executive Compensation Program Philosophy and Process Our Compensation Committee reviews the compensation of our Named Executive Officers and strikes a balance between fixed base pay and pay-for-performance (PFP) programs that tie compensation directly to specific business goals and management objectives. Our Compensation Committee designs our
executive compensation program to support our near-term financial and strategic objectives and promote the long-term growth of our Company. Our executive compensation program aims to recruit and retain key executive officers responsible for our success and to help motivate these
officers to enhance long-term stockholder value. To achieve these ends, the Compensation Committees executive compensation decisions are based on the following principal objectives:  

Supporting our key financial and strategic goals and relate to our corporate performance;  

Aligning the interests of our executive officers with the interests of our stockholders;  

Providing a total compensation package that is competitive and enables us to attract, motivate, reward and
retain talented executive officers and employees;  

Based, in large part, on PFP principles, such that changes in our revenue, operating results, product launches,
and stock price, all significantly affect the compensation of our Named Executive Officers (as defined below); and  

Balancing the components of compensation so that both short-term (annual) and long-term performance
objectives are recognized. We believe the compensation of our executive officers and employees should reflect our
performance as an organization, and their performance as individuals, in attaining key financial and operating objectives established by our Board. In addition, we strive to promote an ownership mentality among our employees, including our executive
officers, which we believe is best achieved through our equity incentive program and the Employee Stock Purchase Plan. Also, as our Company matures and we lay the foundation for longer term growth and sustained profitability, we endeavor to conserve
our cash resources. To that end, one important aspect of our overall compensation philosophy is to set base salaries that are competitive relative to compensation in a peer group of companies (the Peer Group), in addition to equity and
performance-based incentive compensation, which we believe best aligns the interests of our employees and our stockholders. Compensation Consultant The Compensation Committee engages a compensation consultant periodically based on the need for additional guidance resulting from
changes in our Named Executive Officers roles and responsibilities, our corporate profile relative to our peers (e.g., type of business, market capitalization, annual revenue, profitability, etc.), Named Executive Officer turnover, and
other factors as determined by our Compensation Committee. Beginning in 2011, the Compensation Committee engaged Compensia, an independent compensation consultant, periodically to advise it on various compensation matters related to our Named
Executive Officers, the Board, and other members of senior management compensation matters.  12




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##### Table of Contents

Key Features of Our Executive Compensation Program  WHAT WE DO



WHAT WE DONT DO✓  Pay for Performance: We link the
cash compensation of our executive officers to our performance and stockholder interests by heavily weighting their target total cash compensation opportunities to the achievement of strong financial performance tied to a balanced mix of pre-established performance measures and long-term equity awards that align their interests with those of our stockholders. 
✓Independent Compensation Advisor: The Compensation
Committee selects and engages its own independent advisor to benchmark compensation at reasonable intervals. 
✓Stock Ownership Guidelines: Our Named Executive Officers and the non-employee members of our Board are subject to stock ownership guidelines equal to a multiple of their respective annual base salaries (3x for our Chief Executive Officer and 1x for other Named Executive Officers
and members of senior management) or Board service retainers (3x for directors). 
✓Competitive and market based compensation: We pay fair and reasonable compensation
that allows us to attract, motivate, retain and reward the key employees whose knowledge, skills and performance are necessary for our future growth and success.



☒   No Special Perquisites or
Benefits: We do not ordinarily provide special perquisites or other personal benefits to our executive officers, such as company cars*, club memberships, supplemental executive retirement plans or supplemental executive health
benefits.  *We provide our sales executives with a car allowance
given their extended use of a vehicle other than simply commuting to and from the office in Brisbane. 
☒   No Guaranteed Bonuses: We do not provide guaranteed minimum bonuses.
Bonuses are contingent on the achievement of key strategic Company goals. 
☒   No multi-year employment contracts for any executive or
employee. Executive Officer Compensation The objectives of our executive officer compensation program are to attract, retain, motivate and reward key personnel who possess the
necessary leadership and management skills through competitive base salary, annual cash bonus incentives, long-term equity incentive compensation, and various benefits generally available to employees of the Company. Our named executive officers (Named Executive Officers) during fiscal 2019, were:  

David H. Mowry,Chief Executive Officer  

Fuad Ahmad, Interim Chief Financial Officer  

R. Jason Richey, President and Former Chief Operating Officer and Former Interim Chief Executive Officer  

James A. Reinstein, Former President and Chief Executive Officer(1)  

Sandra A. Gardiner, Former Executive Vice President and Chief Financial Officer(2)  (1)
Mr.Reinstein resigned from all positionswith the Company effective
January4, 2019.  (2)
Ms.Gardiner resigned from all positionswith the Company effective
November15, 2019. Compensation Components Our Named Executive Officers, other than Mr. Ahmad, our Interim Chief Financial Officer, who is serving on a consulting basis as an employee of FLG
Partners, LLC and who we engaged to provide us with an interim chief financial officer on November 15, 2019, are compensated with cash, equity and non-equity incentives, and other customary employee
benefits.  13




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##### Table of Contents

Cash Compensation Cash compensation consists of:  

Base salary; and  

Participation in a discretionary Management Bonus Program for non-sales
employees (Management Bonus Program)(1)  (1)
The Board maintains the flexibility to award the Management Bonus Program in Company stock in lieu of cash. Our cash compensation goals for our Named Executive Officers are based upon a myriad of principles, including:  

Total cash compensation should generally be set at or above the 50th percentile of the Peer Group subject to
various considerations;  

Base salary should reflect the individuals experience (in both the role he or she is performing, and the
aesthetics industry more broadly), performance, and potential;  

A significant portion of cash compensation should be contingent on the achievement of key targets and be
at risk; and  

The amount of bonuses payable to our Named Executive Officers should be based on corporate performance measures
established by the Compensation Committee and approved by our Board that align the bonus payment with the achievement of specified annual operating goals intended to enhance long-term stockholder value. Base Salary and Total Target Cash Compensation Total
target cash compensation for our Named Executive Officers in 2019 included their annual base salary and annual target bonus opportunity (described below).  a)
For 2018, after consultation with the Boards independent compensation consultant,
Mr. Reinsteins base salary and target bonus participation rate for his role as Chief Executive Officer were set at $575,000 and 100%, respectively. For 2019, Mr. Reinsteins base salary was unchanged until his resignation.  b)
Upon his appointment as Chief Executive Officer effective July 8, 2019, Mr. Mowrys base salary
and target bonus participation rate for his role as Chief Executive Officer was set at $650,000 and 80%, respectively.  c)
Ms. Gardiners compensation for 2018 included an annual base salary of $350,000 and a target bonus
percentage equal to 50% of her base salary. For 2019, Ms. Gardiners base salary and target bonus participation rate were set at $385,000 and 50%, respectively.  d)
Mr. Ahmad joined the Company on a consulting basis as Interim Chief Financial Officer on November 15,
2019. Mr. Ahmads consulting firm, FLG Partners, LLC, receives an hourly rate of $450 for Mr. Ahmads services.  e)
Upon his appointment as Chief Operating Officer effective July 9, 2018, Mr. Richeys base salary
and target bonus participation rate was set at $505,000 and 75%, respectively for 2018. Upon the resignation of Mr. Reinstein on January 4, 2019, Mr. Richey was appointed as Interim Chief Executive Officer in addition to his duties as
Chief Operating Officer and his salary remained unchanged. Effective July 8, 2019, Mr. Richey was appointed President and his base salary and target bonus participation rate for his role as President was set at $575,000 and 75%,
respectively. Discretionary Management Bonus Program In addition to base salary, we provided each of Mr. Mowry and Mr. Richey a cash bonus under our Management Bonus Program earned in 2019. Until 2018,
the cash bonuses payable were determined quarterly based on the Companys performance for the then-preceding quarter assessed against annual targets. Payments under the Management Bonus Program were made quarterly and at the discretion of our
Compensation Committee. Effective in 2019, because the Management Bonus Program is based on corporate performance measures that align the bonus payment with the achievement of specifiedannual operating goals, the Compensation Committee
revised the structure of the Management Bonus Program payments to more appropriately reflect its intent, as well as to more closely align with our peers practices. Effective in 2019, the Management Bonus Program payment was made following the
end of the fiscal year in which the bonus is earned, rather than on a quarterly basis. During 2018, designated as a transitional year, a Management Bonus Program payment was made following our second fiscal quarter. The payment was based
on the then-preceding half year performance and annualized. The payment reflected only 75% of the half-year calculated payment with the intent that a true-up would occur at the completion of the
fiscal year.  14




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##### Table of Contents

Special Retention Bonus We adopted a special retention bonus program for Mr. Richey, Ms. Gardiner, and other select members of our senior management in 2019. Each
participant, including Mr. Richey and Ms. Gardiner, were eligible to be paid a cash bonus equal to 20% of the executives annual base salary with 50% being paid if the executive remained employed through July 15, 2019, and the
other 50% paid if the executive remained employed through January 15, 2020. Target Bonus Opportunities For 2019, the target bonuses were designed to reward our Named Executive Officers (other than Mr. Ahmad) based on the Companys overall financial
performance and were established after the Compensation Committee consulted with the compensation consultant. As in prior years, the Compensation Committee determined that the target bonus for the Named Executive Officers should be determined as a
percentage of their base salary. The target bonus opportunity is reviewed annually by the Compensation Committee and is based on several factors, including the scope of the Named Executive Officers performance, contributions, responsibilities,
experience, prior years target cash bonus and market conditions. In 2019, the Compensation Committee established the target bonus opportunity for
Mr. Reinstein at 100% of his base salary, Mr. Mowry at 80% of his base salary, Mr. Richey at 75% of his base salary, and maintained the target bonus opportunity for Ms. Gardiner at 50% of her base salary. Corporate Performance Measures For 2019, based on
recommendations from the Compensation Committee, the Board established for 2019 the corporate performance measures for determining the bonuses payable to the Named Executive Officers as follows:  1)

2019 Global Revenue against the targeted amount;


40
%2)

Non-GAAP Gross Profitagainst the targeted
amount


40
%3)

Non-GAAP Operating Margin against the targeted
amount


20
% The Board believed that these corporate performance measures continue to align the bonus payment with the achievement of the
Companys annual operating goals and enhancing long-term stockholder value creation. The metrics were measured on a non-GAAP basis and compared against the Board-approved budgeted amount. The Compensation Committee weighted each performance measure as set forth above, such that the given percentage of the bonus was at risk based on
the level of achievement of the specific performance measure. Performance achievement of each of the specific performance measures was based on a sliding scale with the minimum achievement for any payout set at 80% of the individual performance
measure, and the potential for over-achievement capped at 200% as set forth in the tables below:  Achievement

Payout


Achievement


Payout


Achievement


Payout<89%


0
%


110
%


120
%


135
%


170
%90%


80
%


115
%


130
%


140
%


180
%95%


90
%


120
%


140
%


145
%


190
%100%


100
%


125
%


150
%


150
%


200
%105%


110
%


130
%


160
%


>150
%


Capped  15




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##### Table of Contents

For fiscal year 2019, the bonus opportunity, and the amount actually earned by Named Executive Officers, was
as follows:  Named Executive Officers

AnnualBonus Opportunity($)(1)


AnnualBonus Paid for2019 ($)Mr. Mowry


248,182
(2)


260,591
(5)Mr. Ahmad


0



0Mr. Reinstein


0
(3)


0Ms. Gardiner


0
(4)


38,500
(6)Mr. Richey


424,206



474,706
(7)  (1)
The Annual Cash Bonus Target and the Annual Cash Bonus Paid for 2019 was based on the corporate performance
measures and the target bonus percentage that each was entitled to, per the Management Bonus Program as applicable for each of the quarters. The Plan requires that the employee be employed throughout the year to be eligible to receive the bonus. (2)
This amount represents a prorated amount based on Mr.Mowrys employment commencing
on July8, 2019. (3)
Because Mr.Reinstein resigned effective as of January4, 2019, he was
not eligible to receive a bonus for 2019. (4)
Because Ms.Gardiner resigned effective as of November15, 2019, she
was not eligible to receive a bonus for 2019. (5)
This amount represents 105% of the opportunity based on the performance achievement approved by the
Board. (6)
This amount represents a special retention bonus paid to Ms.Gardiner in 2019 related to
retaining key executives following Mr.Reinsteins resignation in January 2019. (7)
This amount represents 105% of the opportunity based on the performance achievement approved by the Board,
as well as $50,500 as a special retention bonus paid to Mr.Richey in 2019 related to retaining key executives following Mr.Reinsteins resignation in January 2019. Long-Term Incentive Program We believe that equity-based
compensation promotes and encourages long-term successful performance by our Named Executive Officers that is aligned with the organizations goals and the generation of stockholder value. Our equity compensation goals for our Named Executive
Officers are based upon the following principles:  

Stockholder and Named Executive Officer interests should be aligned;  

Key and high-performing employees, who have a demonstrable impact on our performance or stockholder value, should
be compensated in this manner;  

The program should be structured to provide meaningful retention incentives to participants;  

The equity awards should reflect each individuals experience, performance, potential and be comparable to
the Peer Group awards for the respective position; and  

Actual awards should be tailored to reflect individual performance and attraction/retention objectives.  16




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##### Table of Contents

Our Compensation Committee awarded the following equity awards to our Named Executive Officers in fiscal
year 2019:  Name

GrantDate


Stock OptionAwards:Number ofSecuritiesUnderlyingOptions


Number ofRestrictedStock unitAwards -Shares


Number ofPerformanceShareUnit AwardsActuallyAchievedfor TargetPerformance(6)


Base Price ofRSU &
PSUAwards(5);Exercise Priceof OptionAwards ($)


GrantFair Value ($)Mr. Mowry


7/8/19







67,897
(1)






20.19



1,370,8407/8/19







67,897
(2)


8,657



20.19



1,370,840Ms. Gardiner


2/12/19







18,128
(3)






14.48



262,5002/12/19







18,128
(7)






14.48



262,500Mr. Richey


2/12/19







20,718
(3)






14.48



300,0002/12/19







20,718
(7)


17,610



14.48



300,0007/8/2019







27,159
(1)






20.19



548,3407/8/2019







27,159
(4)






20.19



548,340  (1)
One-fourth of the shares underlying this award vest on the first,
second, third and fourth anniversary of the vesting commencement date of July8, 2019. (2)
This performance-based restricted stock unit award is subject to performance-based criteria relating to the
achievement of the Companys annual operating budget for non-GAAP operating margin measured over four performance periods that consist of the period of 2019 during which Mr.Mowry was
employed with the Company and each of the Companys fiscal years 2020, 2021 and 2022, with the percentage of the target Shares subject to the award allocated to each such performance periods equal to 15%, 25%, 30%, and 30%, respectively. (3)
One-fourth of the shares underlying this award vest on the first,
second, third and fourth anniversary of the vesting commencement date of January1, 2019. (4)
This award vested as to all of the Shares subject to the award on January1, 2020,
subject to Mr.Richeys continued employment through such date. (5)
Unless otherwise indicated, the values in this column represent the volume weighted average stock price of a
Share over the 50, consecutive, trading days immediately prior to the award. (6)
These PSU awards reflect the number of shares of stock that actually vested on January1,
2020, and were released upon the Boards affirmative finding that the performance metrics were met based on the level of achievement (or failure to achieve) each of the performance targets discussed below, and upon the Company filing its Annual
Report on Form 10-K. These achieved shares represent 85% of the total awarded shares following assessment against the performance targets. (7)
This performance-based restricted stock unit award is subject to achieving performance-based criteria
established by the Board relating to 2019 revenue from consumable products, 2019 international revenue, implementation of a new ERP system, and metrics related to product performance, all measured over the performance period consisting of
2019. Performance Stock Unit Awards: In January 2019, our Board, upon the recommendation of our Compensation Committee, granted Performance Stock Unit (PSU) awards to our Named
Executive Officers and other members of management, and established the performance metrics. The number of PSUs awarded to the Named Executive Officers resulted in a varying number of shares of common stock that vested on January 1, 2020 based
on the achievement of the specified, binary performance metrics set forth below, and subject to the recipient continuing to provide service to the Company through the vesting date. The PSU awards represent the aggregate number of shares that could
have been earned from achievement of the performance metrics approved by the Board.  17




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##### Table of Contents

Performance Metric

Weighting of Goal(1) Achieve 2019 annual revenue from consumable products at targeted amount


40
%(2) Deliver continuous improvement through improved product performance across the legacy
portfolio during calendar year 2019 maintaining operational performance as measured each quarter using the three month average with product performance equal to or better than an aggregate target for three of the four 2019 quarters


30
%(3) Complete implementation of the new ERP system for North America as measured by launching Sales
Force and closing the YE 2019 financials using Dynamics


15
%(4) Achieve 2019 annual international revenue at targeted amount


15
% The following table sets forth the number of shares of common stock that actually vested for our Named Executive Officers on
January 1, 2020, subject to the Boards affirmative finding that the performance criteria were met based on the level of achievement (or failure to achieve) each of the performance targets discussed below, and upon the Company filing its
Annual Report on Form 10-K: Number of Shares of Performance-Based Common Stock that Vested on January 1,
2020  Name

IfMinimumThresholdsare NotMet


At 100% ofTargetPerformanceMr. Mowry(1)


0



10,184Mr. Ahmad(2)


N/A



N/AMr. Reinstein(3)


0



0Ms. Gardiner(4)


0



0Mr. Richey


0



20,718  (1)
Mr.Mowrys employment commenced on July8, 2019. At that time,
he was awarded a performance-based restricted stock unit award covering a target of 67,897 Shares. This award is subject to performance-based criteria relating to the achievement of the Companys annual operating budget for non-GAAP operating margin measured over four performance periods that consist of the period of 2019 during which Mr.Mowry is employed with the Company and each of the Companys fiscal years
2020, 2021 and 2022, with the percentage of the target Shares subject to the award allocated to each such performance periods equal to 15%, 25%, 30%, and 30%, respectively. (2)
Mr.Ahmads employment commenced on November15, 2019, on a
consulting basis, and he remains employed with FLG Partners, LLC. Accordingly, he was not awarded any PSUs in 2019. (3)
Mr.Reinstein resigned effective as of January4, 2019, and did not
receive an equity award in 2019. (4)
Because Ms.Gardiner resigned effective as of November15, 2019, her
shares were forfeited. Benefits We provide the following benefits to our Named Executive Officers (other than Mr. Ahmad) generally on the same basis as the benefits provided to all
employees. These benefits are consistent with those offered by other companies and specifically with those companies with which we compete for employees:  

Health, dental and vision insurance;  

Life insurance;  

Short-term and long-term disability insurance;  

401(k) plan with 25% employer matching contributions, capped at 6% of total employee eligible contributions;  

ESPP participation eligibility (see below); and  

Flexible Spending Accounts. Employee Stock Purchase Plan We maintain a 2004 Employee
Stock Purchase Plan (ESPP) that provides eligible employees with the opportunity to purchase shares of our common stock at a 15% discounted price to the lower of the fair market value at either the beginning or the end of the applicable offering
period.  18




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##### Table of Contents

Post-Employment Compensation Except for COC Agreements, we do not have employment agreements with any of our Named Executive Officers. We have Change of Control and Severance Agreements
with each of our Named Executive Officers, except for Fuad Ahmad, our Interim Chief Financial Officer. The purpose of these agreements is to provide incentives to our Named Executive Officers to continue their employment with the Company and not be
distracted by the possibility of loss of employment as a result of an acquisition of the Company or for other reasons. For a summary of the material terms and conditions of these COC Agreements, see Potential Payments Upon Termination or Change in
Control below. Internal Revenue Code Section 162(m) and Limitations on Executive Compensation Section 162(m) of the Code generally disallows public companies a tax deduction for federal income tax purposes of remuneration in excess of
$1 million paid to the chief executive officer, chief financial officer, and each of the three other most highly-compensated executive officers in any taxable year. The Tax Cuts and Jobs Act of 2017 was signed into law on December 22, 2017. The new law expands the types of compensation subject to the $1 million
limitation under Section 162(m) of the Code to include compensation that was previously deductible as performance based compensation and to also now include the chief financial officer as a covered employee. In addition, the new
rule expands the definition of a covered employee to include any individuals who have previously been a covered employee for any years after December 31, 2016. The Compensation Committee believes that, in establishing the cash and equity incentive compensation plans and arrangements for our executive officers, the
potential deductibility of the compensation payable under those plans and arrangements should be only one of a number of relevant factors taken into consideration, and not the sole governing factor. For that reason, the Compensation Committee may
deem it appropriate to provide one or more of our executive officers with the opportunity to earn incentive compensation, whether through cash incentive awards tied to our financial performance or equity incentive awards tied to the executive
officers continued service, which may be in excess of the amount deductible by reason of Section 162(m) or other provisions of the Code. The
Compensation Committee believes it is important to maintain cash and equity incentive compensation at the requisite level to attract and retain the individuals essential to our financial success, even if all or part of that compensation may not be
deductible by reason of the Section 162(m) limitation. Accounting for Stock-Based Compensation We follow Financial Accounting Standard Board Accounting Standards Codification Topic 718 (ASC 718) for our stock-based compensation awards. ASC
718 requires companies to measure the compensation expense for all share-based payment awards made to employees and directors, including stock options, based on the grant date fair value of these awards. This calculation is performed for
accounting purposes and reported in the compensation tables below, even though our executive officers may never realize any value from their awards. ASC Topic 718 also requires companies to recognize the compensation cost of their stock-based awards
in their income statements over the period that an employee is required to render service in exchange for the award. Securities Authorized for
Issuance Under Equity Compensation Plans Our stockholders have approved each of our equity compensation plans, which are as follows:  

2019 Equity Incentive Plan; and  

2004 Employee Stock Purchase Plan.  19




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##### Table of Contents

The following table provides information regarding the shares of Cutera common stock that may be issued upon
the exercise of stock options, RSUs, PSUs, and the projected ESPP contributions under our equity compensation plans as of December 31, 2019.  Plan category

Number ofsecurities to beissued uponexercise
ofoutstandingoptions, warrantsand rights


Weighted-average exerciseprice ofoutstandingoptions,warrants andrights ($)


Number ofsecuritiesremainingavailable forfuture issuanceunder
equitycompensationplans (excludingsecuritiesreflected incolumn (a)) ($)Equity compensation plans approved by security holders


350,626



25.52
(1)


1,193,344Equity compensation plan not approved by security holders










Total


350,626


$
25.52
(1)


1,193,344  (1)
The weighted average exercise price does not take into account outstanding RSUs or PSUs, which have no
exercise price. Other Compensation Practices and Policies Stock Ownership Guidelines To enhance our overall
corporate governance practices and executive compensation program, our Board adopted Stock Ownership Guidelines on July 28, 2017 for our officers (as defined by Rule 16a-1(f) of the Securities Exchange
Act of 1934, as amended) (the Executives). The Stock Ownership Guidelines were amended and restated in their entirety by Amended and Restated Stock Ownership Guidelines adopted by our Board on June 11, 2019, which the Compensation
Committee intends to review annually. These guidelines are designed to align our executive officers interests with our stockholders long-term interests by promoting long-term ownership of our common stock, which our Board believes
reduces the incentive for excessive short-term risk taking. These guidelines provide that our Chief Executive Officer and our other Executives must hold shares of our common stock having a value not less than three times and one time, respectively,
of their annual salary. Each Executive has five years from the date of his or her appointment, or if an Executive at the time of the adoption of the Stock Ownership Guidelines, four years from the adoption of the Stock Ownership Guidelines (July 28,
2017), to attain such level of ownership. Additionally, our Executives must hold at least 50% of any shares received pursuant to stock options, stock appreciation rights, vested restricted stock awards, restricted stock units, performance shares or
performance units (net of taxes) for a minimum of one year following vesting and delivery.  20




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##### Table of Contents

As of April 1, 2020, the current Named Executive Officers holdings and targeted guidelines were
as follows:  Named Executive Officer

Stock Ownershipas of April 1, 2020


Minimum StockOwnershipRequired(1)Mr. Mowry


26,000



154,761
(2)Mr. Ahmad(3)


N/A



N/AMr. Reinstein(4)


N/A



N/AMs. Gardiner(5)


N/A



N/AMr. Richey


69,138



45,634
(6)  (1)
Based on the closing stock price of $12.60 on April1, 2020. (2)
Minimum stock ownership required by July 2024. (3)
As a contracted Interim Chief Financial Officer, Mr.Ahmad has not received any stock
ownership and is not subject to the Companys stock ownership guidelines. (4)
Resigned from all roles with the Company on January4, 2019 and no longer subject to
stock ownership guidelines. (5)
Resigned from all roles with the Company on November15, 2019 and no longer subject to
stock ownership guidelines. (6)
Minimum stock ownership required by July 2023. Insider Trading Compliance Program According to our
Insider Trading Compliance Program, no employee of the Company, including, but not limited to, our executive officers and directors, may invest in derivatives of the Companys securities. This prohibition includes, but is not limited to,
trading in put or call options related to securities of the Company or otherwise hedging or offsetting any decrease in the market value of securities. Clawback Policy Our Clawback Policy, which covers all
Named Executive Officers, allows for recovery of performance-based compensation if a Named Executive Officers intentional misconduct:  

violates the law, our Code of Business Conduct and Ethics, or any significant ethics or compliance policy; and  

results in material financial or reputational harm, or results in a need for a restatement of our consolidated
financial statements. The compensation elements that are subject to recovery under this policy include:  

All amounts paid under the Management Bonus Program; and  

All awards under the 2019 Equity Incentive Plan and any successor equity incentive plans, whether exercised,
vested, unvested, or deferred. All recoveries are determined in the sole discretion of the Compensation Committee.  21




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##### Table of Contents

2019 Summary Compensation Table The following table sets forth summary compensation information for the fiscal years ended December 31, 2019, 2018 and 2017 for our Named Executive
Officers.  Name, Principal Position, and Year

Salary ($)


Bonus ($)(1)


OptionAwards ($)(2)


StockAwards ($)(2)


All OtherCompensation($)


Total ($)David H. Mowry,Chief Executive Officer2017






















2018






















2019(4)


310,227



100,000







2,741,681



2,109
(3)


3,154,017Fuad Ahmad,Interim Chief Financial Officer2017






















2018






















2019(5)


















160,650



160,650James A. Reinstein,Former President and Chief
Executive Officer2017


489,583



350,189



181,737



5,241,200



2,019



6,264,7282018


575,000



112,125







478,707



3,755



1,169,5872019


10,890
(6)














638,063
(7)


648,953Sandra A. Gardiner,Former Executive Vice
President & Chief Financial
Officer2017


29,167



14,902



258,785



339,242







642,0952018


350,000



34,125







251,301



3,825



639,2512019(8)


336,875



38,500
(9)






263,944



39,363
(10)


678,682R. Jason Richey,President and Former Chief
Operating Officer and Former
Interim Chief Executive
Officer2017






















2018(11)


241,979











2,304,903



1,042



2,547,9242019


538,674



474,706
(12)






1,398,355



5,356
(13)


2,417,091  (1)
With the exception of the amount paid to Ms. Gardiner in 2019, the amounts reported in this column represent
the bonus paid for each of the years covered in the table in accordance with our discretionary Management Bonus Program (see section above describing our discretionary Management Bonus Program) for our Named Executive Officers. (2)
The amounts reported in this column represent the aggregate grant fair value of equity awards granted during
each of the fiscal years 2019, 2018 and 2017 calculated in accordance with ASC Topic 718. See Note 6 of the Consolidated Notes to Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed
with the SEC on March 16, 2020 for a discussion of the valuation assumptions for stock-based compensation. (3)
Amounts represent vested 401(k) employer-match contributions. (4)
Mr. Mowry joined the company as Chief Executive Officer on July 8, 2019. Amounts reflected, if
any, in the Columns titled Salary ($) and Bonus ($) represent prorated amounts based on the start date of Mr. Mowrys employment with the Company.  22




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##### Table of Contents

(5)
Mr. Ahmad was appointed on a consulting basis as Interim Chief Financial Officer effective
November 15, 2019, and 2019 amounts reflect compensation paid to the consulting firm, FLG Partners, LLC. (6)
Mr. Reinstein resigned as an officer of the Company effective January 4, 2019, and 2019 amounts
are reflective of all compensation he earned and/or received during the 2019 year. (7)
This amount consists of a severance payment paid to Mr. Reinstein upon his resignation, as well as
vested 401(k) employer-match contributions, employer contributions to a health savings account, and PTO payments required upon Mr. Reinsteins resignation. (8)
Ms. Gardiner resigned as an officer of the Company effective November 15, 2019, and 2019 amounts
are reflective of all compensation she earned and/or received during the 2019 year. (9)
This amount reflects payment of a special retention bonus approved by the Board related to the resignation
of Mr. Reinstein in January 2019. (10)
This amount consists of vested 401(k) employer-match contributions and paid time off payments required upon
Ms. Gardiners resignation. (11)
Mr. Richey joined the company as Chief Operating Officer on July 9, 2018. Amounts reflected,
if any, for 2018 in the Columns titled Salary ($) and Bonus ($) represent prorated amounts based on the start date of Mr. Richeys employment with the Company. Effective July 8, 2019, Mr. Richey was
appointed President. Amounts reflected in 2019 represent all compensation he earned and/or received during the 2019 year. (12)
This amount includes payment of a $50,500 special retention bonus approved by the Board related to the
resignation of Mr. Reinstein in January 2019. (13)
Amounts represent vested 401(k) employer-match contributions and health savings account contributions.  23




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##### Table of Contents

2019 Grants of Plan-Based Awards Table The following table lists grants of plan-based RSU and PSU awards made to our Named Executive Officers during the fiscal year ended December 31, 2019.  GrantDate


Estimated Future Payouts UnderNon-Equity Incentive PlanAwards


StockAwards:Number ofShares ofStock orUnits


OptionAwards:Number ofSecuritiesUnderlyingOptions


Base Priceof Awards($)(1)


Grant DateFair Valueof Awards($)(1)Name

Threshold


Target


MaximumMr. Mowry


7/8/2019















135,794







20.19



2,741,681Mr. Ahmad






























Mr. Reinstein






























Ms. Gardiner


2/12/2019















36,256







14.48



524,987Mr. Richey


2/12/2019















41,436







14.48



599,9937/8/2019















54,318







20.19



1,096,680  (1)
The amounts reported in this column reflect the fair value of equity awards calculated in accordance with
ASC Topic 718. See Note 6 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December31, 2019filed
with the SEC on March16, 2020for a discussion of the valuation assumptions for our stock-based compensation.  24




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##### Table of Contents

2019 Outstanding Equity Awards at Fiscal Year-End
Table The following table lists the outstanding equity incentive awards held by our Named Executive Officers as of December 31, 2019.  Name

Number ofSecuritiesUnderlyingUnexercisedEarnedOptionsExercisable


OptionAwardsNumber ofSecuritiesUnderlyingUnexercisedUnearnedOptionsUnexercisable


OptionExercisePrice ($)


OptionExpirationDate


Number ofShares orUnits ofStock thatHave NotVested


StockAwardsMarketValue ofShares orUnits ofStock thatHave NotVested ($)


DateAwardsWill beFullyVestedMr. Mowry














57,712
(1)


1,165,205



7/8/202367,897
(2)


1,370,840



7/8/2023Mr. Ahmad














Mr. ReinsteinMs. GardinerMr. Richey














42,578
(3)


1,728,667



7/9/202217,610
(4)


256,402



1/1/202020,718
(5)


301,654



1/1/202327,159
(6)


548,340



1/1/202027,159
(7)


548,340



7/8/2023  (1)
These PSU awards would have vested on March 16, 2020, subject to the achievement of each of the
performance targets discussed herein. The actual number of shares that vested on March 16, 2020, represents 12.75% of the awarded shares based on the achievement (or failure to achieve) the performance targets. (2)
One-fourth of the RSU awards underlying this award vest in equal
amount on each July 8 of 2020, 2021, 2020 and 2023. (3)
These PSU awards would have vested on March 16, 2020, subject to the achievement of each of the
performance targets discussed herein. The actual number of shares that vested on March 16, 2020, represents 85% of the awarded shares based on the achievement (or failure to achieve) the performance targets. (4)
One-fourth of the RSU awards underlying this award vest on the
first, second, third and fourth anniversary of the vesting commencement date of January 1, 2019. (5)
One-fourth of the RSU awards underlying this award vest on the
first, second, third and fourth anniversary of the vesting commencement date of July 9, 2018. (6)
The RSU awards underlying this award vest in full on January 1, 2020. (7)
One-fourth of the RSU awards underlying this award vest on the
first, second, third and fourth anniversary of the vesting commencement date of July 8, 2019.  25




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##### Table of Contents

2019 Options Exercised and Stock Vested Table The following table lists the stock options exercised by, and stock awards vested to, our Named Executive Officers in the fiscal year ended December 31,
2019.  Option Awards


Stock AwardsName

Number ofSharesAcquired onExercise


ValueRealizedon Exercise($)


Number ofSharesAcquired onVesting


ValueRealizedUponVesting ($)(1)Mr. Mowry














Mr. Ahmad














Mr. Reinstein










11,938



220,729Ms. Gardiner










1,368



23,283Mr. Richey










14,193



309,549  (1)
The amounts reported in this column represent the fair market value of the shares of our common stock on the
vesting date of each Named Executive Officers outstanding RSU awards. Pension Benefits We did not sponsor any defined benefit pension or other actuarial plan for our executive officers, including our Named Executive Officers, during 2019. Nonqualified Deferred Compensation We did not maintain
any nonqualified defined contribution or other deferred compensation plans or arrangements for our executive officers, including our Named Executive Officers, during 2019. Employment Agreements Other than Change of Control and
Severance Agreements discussed herein, we do not have employment agreements with any of our Named Executive Officers.  26




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##### Table of Contents

Potential Payments Upon Termination or Change in Control Single Trigger In 2017, after consulting with Compensia,
the Compensation Committee recommended that we enter into revised Change of Control (COC) Agreements with each of our Named Executive Officers. These revised agreements provide that if a Named Executive Officers employment with the
Company is terminated by the Company without cause (as defined in the applicable COC Agreement) or by the Named Executive Officer for good reason (as defined in the agreement) not in connection with a COC (either prior to
three months before or after 12 months following a COC, as defined in the agreement) of the Company (commonly referred to as single trigger), the Named Executive Officer will receive, subject to signing a release of claims in favor of
the Company, the following severance payment:  Named Executive Officer

Lump Sum Severance PaymentsMr. Mowry

100% of base salary; 100% of actual bonus paid in the prior fiscal year; and 12 months of COBRA reimbursementMr. Ahmad(3)

N/AMr. Reinstein(1)

N/AMs. Gardiner(2)

N/AMr. Richey

100% of base salary; 100% of actual bonus paid in the prior fiscal year; and 12 months of COBRA reimbursement  (1)
Mr. Reinstein resigned his employment with the Company effective January 4, 2019 at which time his
Change of Control and Severance Agreement terminated. (2)
Ms. Gardiner resigned her employment with the Company effective November 15, 2019 at which time
her Change of Control and Severance Agreement terminated. (3)
Mr. Ahmad was appointed on a consulting basis as Interim Chief Financial Officer effective
November 15, 2019 through the consulting firm, FLG Partners, LLC and does not have a Change of Control and Severance Agreement. Double Trigger These agreements also provide that if a
Named Executive Officers employment with the Company is terminated by the Company without cause or by the Named Executive Officer for good reason and such termination occurs within the period beginning three months
before, and ending 12 months following, a COC of the Company and in connection with a COC (commonly referred to as double trigger), the Named Executive Officer will receive, subject to signing a release of claims in favor of the Company:  (I)
A severance payment based on the annual base salary as in effect immediately prior to such termination or, if
greater, at the level in effect immediately prior to the COC, as follows:  Named Executive Officer

Lump Sum Severance PaymentsMr. Mowry

100% of base salary; 100% of actual bonus paid in the prior fiscal year; and 12 months of COBRA reimbursementMr. Ahmad(3)

N/AMr. Reinstein(1)

N/AMs. Gardiner(2)

N/AMr. Richey

100% of base salary; 100% of actual bonus paid in the prior fiscal year; and 12 months of COBRA reimbursement  (1)
Mr. Reinstein resigned his employment with the Company effective January 4, 2019 at which time his
Change of Control and Severance Agreement terminated. (2)
Ms. Gardiner resigned her employment with the Company effective November 15, 2019 at which time
her Change of Control and Severance Agreement terminated. (3)
Mr. Ahmad was appointed on a consulting basis as Interim Chief Financial Officer effective
November 15, 2019 through the consulting firm, FLG Partners, LLC and does not have a Change of Control and Severance Agreement. and  27




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##### Table of Contents

(II)
Automatic vesting in full of all outstanding and unvested equity awards that solely vest on a time basis held
by each Named Executive Officer as of the date of the COC. If, however, such equity awards are to vest and/or the amount of the awards to vest is to be determined based on the achievement of performance criteria (e.g. PSU), then the equity
awards are cancelled. The COC Agreements are for an initial term of three years, and will extend for an additional year unless the
Company or the applicable Named Executive Officer provides written notice at least 60 days prior to the third anniversary of the COC Agreement. The COC Agreements of our Named Executive Officers expire as follows:  Named Executive Officer

COC Expiration DateMr. Mowry

July 8, 2023Mr. Ahmad(3)

N/AMr. Reinstein(1)

N/AMs. Gardiner(2)

N/AMr. Richey

July 9, 2021  (1)
Mr.Reinstein resigned all positions with the Company on January4,
2019 and entered into a Separation Agreement and Release at that time which supersedes and replaces all agreements with the Company related to his employment with and separation from the Company. (2)
Ms.Gardiner resigned all positions with the Company on November15,
2019. (3)
Mr.Ahmad was appointed on a consulting basis as Interim Chief Financial Officer
effective November15, 2019 through the consulting firm, FLG Partners, LLC and does not have a Change of Control and Severance Agreement. For purposes of these agreements, cause means a Named Executive Officers termination of employment only upon:  (i)
His or her willful failure to substantially perform his or her duties (subject to notice and a reasonable
period to cure), other than a failure resulting from his or her complete or partial incapacity due to physical or mental illness or impairment;  (ii)
His or her willful act which constitutes gross misconduct and which is injurious to the Company;  (iii)
His or her willful breach of a material provision of the agreement (subject to notice and reasonable period to
cure); or  (iv)
His or her knowing, material and willful violation of a federal or state law or regulation applicable to the
business of the Company. For purposes of these agreements, good reason means a Named Executive Officers termination
of employment within 90 days following the expiration of any cure period following the occurrence of one or more of the following, without his or her consent:  (i)
a material reduction in his or her authority, duties, or responsibilities relative to duties, position or
responsibilities in effect immediately prior to such reduction;  (ii)
a material reduction in his or her cash compensation as in effect immediately prior to such reduction; or  (iii)
a material change in the geographic location at which he or she must perform services (in other words, the
relocation of the Named Executive Officer to a facility that is more than 50 miles from his or her then-current location).  28




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##### Table of Contents

The following table lists our current Named Executive Officers and the estimated payments and benefits that
each of them would have received had their employment with the Company been terminated without cause or had they resigned for good reason on April 1, 2020 not in connection with a change of control of the Company.  Name

EstimatedTotalValue ofCashPayment ($)


EstimatedTotal Valueof HealthCoverageContinuation ($)Mr. Mowry


650,000
(1)


23,891.50Mr. Ahmad(2)


N/A



N/AMr. Richey(3)


999,206



17,742.61  (1)
Mr. Mowry joined the Company on July 8, 2019 and was not eligible for a Management Bonus and did
not receive an actual bonus paid as described in the Change of Control and Severance Agreement. Accordingly, this estimate does not reflect any actual bonus paid in 2019. (2)
Mr. Ahmad was appointed on a consulting basis as Interim Chief Financial Officer effective
November 15, 2019 through the consulting firm, FLG Partners, LLC and does not have a Change of Control and Severance Agreement. (3)
Mr. Richey did not receive a Management Bonus in 2019 for the Companys performance in 2018.
Accordingly, this estimate does not reflect any actual bonus paid in 2019. The following table lists our current Named Executive
Officers and the estimated payments and benefits that each of them would have received had their employment with the Company been terminated without cause or had they resigned for good reason in connection with a change of
control of the Company on April 1, 2020.  Name

EstimatedTotal Valueof CashPayment ($)


EstimatedTotal Value ofHealthCoverageContinuation ($)


Value ofAcceleratedEquity ($)(1)Mr. Mowry


650,000



23,891.50



2,536,046Mr. Ahmad(2)


N/A



N/A



N/AMr. Richey


999,206



17,742.61



3,383,403  (1)
We estimated the value of acceleration of any outstanding and unvested stock option and RSU awards held
by each of our current Named Executive Officers based on a market price of $12.60 per share for Cutera common stock at close of the market on April 1, 2020. Awards that vest based on the achievement of performance criteria (e.g. PSUs) are
cancelled in accordance with the terms of our 2019 Equity Incentive Plan. (2)
Mr. Ahmad was appointed on a consulting basis as Interim Chief Financial Officer effective
November 15, 2019 through the consulting firm, FLG Partners, LLC and does not have a Change of Control and Severance Agreement. Severance payments upon termination or change in control would be payable to the recipient only if the Named Executive Officer signs and does not revoke a
release of claims with the Company (in a form reasonably acceptable to the Company) and provided that such release of claims becomes effective no later than sixty (60) days following the termination date. In addition, the Named Executive
Officer would need to have complied and agreed to comply with the terms of any confidential information agreement executed by Named Executive Officer in favor of the Company and the provisions of the severance agreements. Principal Executive Officer Pay Ratio Disclosure Pursuant to a mandate of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act) and Item 402(u) of Regulation S-K, we
are providing disclosure of the ratio of the median employees annual total compensation to the total annual compensation of the principal executive officer (PEO). The Companys PEO for a substantial portion of 2019 was Mr.
Mowry and thus is used for the below-calculation. When identifying the median employee, the Board determined that there has been no change between 2018 and 2019 in our employee population or employee compensation arrangements that it believes would
significantly impact the pay ratio disclosure. PEO(1)($)





MedianEmployee(2)($)Total Compensation(3)


3,493,790







102,262PEO to Median Employee Pay Ratio






34.2:1Pay Ratio Excluding Initial Award And Relocation Bonus(4)






6.4:1  (1)
Because Mr. Mowry began serving as the PEO on July 8, 2019, the Total Compensation for PEO is reflective of
a Mr. Mowrys annualized compensation in 2019. (2)
Our median employee was determined using all employees as of December 31, 2017, exclusive of our Chief
Executive Officer. At that time, we had two employees who were the median employee, one of which remained employed with us as of December 31, 2019. Since the time at which we selected our median employee, there has been no change in our employee
population or employee compensation arrangements that we believe would significantly impact the pay ratio disclosure. Wages and salaries were annualized for those employees that were not employed for the full year of 2017. Base salary and cash bonus
or sales commission, as appropriate, were considered when determining the median employee. We elected not to include grant date fair value of equity awards in determining the median employee because we determined that equity was not granted widely
enough throughout the organization, and could serve to artificially skew the analysis. All compensation not paid in US dollars was converted to US dollars using the historic exchange rate made available by the Federal Reserve System of the U.S. as
of December 31 of the year in which the compensation was earned. All equity for our Chief Executive Officer was recorded at grant date fair value. (3)
Total Compensation includes all components recorded in the Summary Compensation Table with salary for Mr.
Mowry annualized. (4)
We have elected to also disclose a supplemental ratio that excludes both (a) the grant date fair value of
the non-standard equity award granted to our Chief Executive Officer in July 2019, and (b) the $100,000 relocation bonus paid to our Chief Executive Officer. Our Chief Executive Officers annual total compensation for 2019 includes
non-recurring awards of 67,897 restricted stock units vesting 25% of the shares on each of the first four anniversaries of the vesting commencement date (July 8, 2019). The award has a grant date fair value of $1,370,840. Our Chief Executive
Officers annual total compensation for 2019 also includes a non-recurring performance award of 67,897 performance stock units vesting subject to performance-based criteria relating to the achievement of the Companys annual operating
budget for non-GAAP operating margin measured over four performance periods that consist of the period of 2019 during which Mr. Mowry is employed with the Company and each of the Companys fiscal years 2020, 2021 and 2022, with the percentage
of the target Shares subject to the award allocated to each such performance periods equal to 15%, 25%, 30%, and 30%, respectively.. The award has a grant date fair value of $1,370,840. We do not generally make awards of this nature to our Chief
Executive Officer annually. This is not expected to be a recurring award. This award was made after consultation with the Compensation Committees compensation consultant, Compensia, and was intended to be an initial inducement award upon
joining the Company.  29




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##### Table of Contents

Director Compensation We use a combination of cash and equity compensation to attract and retain qualified candidates to serve on our Board. The following table sets forth a summary of the cash compensation paid, and the grant date fair value of shares of Cutera common stock which vest over a one-year period, awarded to our non-employee directors in the fiscal year ended December 31, 2019. 2019 Director Compensation Table  Name

Fees Earned orPaid in Cash ($)(1)


Stock Awards ($)(2)


All OtherCompensation ($)(3)


Total ($)J. Daniel Plants


101,750



99,989







201,739David B. Apfelberg, M.D.(4)


53,500



99,989







153,489Gregory A. Barrett


108,500



99,989







208,489Elisha W. Finney(5)


35,000











35,000Timothy J. OShea


100,000



99,989







199,989Clinton H. Severson(5)


33,250











33,250Joseph E. Whitters


46,250



150,682







196,932Katherine S. Zanotti


41,250



150,682







191,932  (1)
The amounts reported in this column were earned in connection with serving on our Board and its various
committees, and include service as Board or Committee Chairperson. (2)
The amounts reported in this column represent the aggregate grant date fair value of shares of Cutera common
stock awarded during the fiscal year ended December 31, 2019 to each of the non-employee directors. (3)
The amounts reported in this column represent fees for services provided for other than serving on our Board
or its committees. (4)
Will not stand for re-election at the Companys
2020 Annual Meeting of Stockholders, however will serve as a director until then. (5)
Ceased serving as a director as of the Companys 2019 Annual Meeting of Stockholders held on
June 14, 2019. As of April 1, the non-employee directors holdings and
target guidelines were as follows:  Non-Employee
Directors

Stock BeneficialOwnership asof April 1,2020


MinimumStockOwnershipRequired(1)J. Daniel Plants


15,873
(3)


5,200David B. Apfelberg(2)


10,786



5,200Gregory A. Barrett


47,577



5,200Timothy J. OShea


44,285



5,200Joseph E. Whitters


87,446



5,200Katherine S. Zanotti


9,946



5,200  (1)
Based on the closing stock price of $12.60 on April1, 2020, all non-employee directors already beneficially ownedshares that exceed the minimum stock ownership required. (2)
In August of 2019, Mr.Apfelberg informed the Board that he would not stand for re-election. (3)
Mr.Plants is the Managing Partner of Voce Capital Management LLC, the holder of 295,978
shares (approximately 2.1%) of our outstanding common stock as of April1, 2020. While Mr.Plants has disclaimed beneficial ownership of the shares owned by Voce Capital Management LLC, except to the extent of
his pecuniary interest therein, he has the sole or shared voting power of the shares represented here.  30




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##### Table of Contents

Compensation of the Board of Directors for Their Position on the Board and its Committees Effective October 31, 2017, on the recommendation of the Compensation Committee after consultation with the Compensation Committees external
compensation consultant, Compensia, the Board approved certain revisions to Board compensation. Thereafter, each non-employee director appointed to the Board earned the following compensation:  

$50,000 for service as the Chairperson of the Board;  

$45,000 for service as a Board member;  

Annual equity award of restricted shares with a grant date fair value of $100,000 for service as a Board member
vesting over a one year period on the occurrence of the Annual Meeting of Stockholders;  

Initial equity award for new non-employee directors of restricted shares
with a grant date fair value of $150,000, one-third of such shares to vest on each of the first three anniversaries of the date the Board appoints, or the stockholders elect, the new outside director;  

$6,000 additionally for service as a Compensation Committee member;  

$7,500 additionally for service as an Audit Committee member;  

$20,000 additionally for service as Chairperson of the Audit Committee;  

$20,000 additionally for service as Chairperson of the Compensation Committee; and  

$9,000 additionally for service as Chairperson of the Nominating and Corporate Governance Committee; and  

$5,000 additionally for service as a Nominating and Corporate Governance Committee member.  

$9,000 additionally for service as Chairperson of the Enterprise Risk Committee; and  

$5,000 additionally for service as an Enterprise Risk Committee member. Equity Awards for Members of the Board of Directors Our
Amended and Restated 2004 Equity Incentive Plan provides for the automatic grant of options to purchase shares of Cutera common stock to our non-employee directors. Until October 31, 2017, each non-employee director appointed to the Board received an initial option to purchase 14,000 shares of Cutera common stock upon his or her appointment. Each of these stock options had an exercise price equal to fair
market value of Cutera common stock on the date of grant and a term of seven years, and becomes exercisable as to one-third of the shares subject to the option on each of the first three anniversaries of its
date of grant, provided the non-employee director remains a director. In addition, until October 31, 2017, each non-employee director, who is a director on the date
of each Annual Meeting of Stockholders and has been a director for at least the preceding six months, received an award of shares represented by the quotient of $60,000 divided by the closing market price of Cutera common stock on the date of such
Annual Meeting of Stockholders. These shares vest on the one-year anniversary of the grant date. Effective October 31, 2017, the Board revised various elements of
non-employee director compensation to provide for an annual grant to non-employee directors of shares of restricted stock pursuant to the Companys Amended and
Restated 2004 Equity Incentive Plan, as amended, with a grant date fair market value of $100,000, and which vest on the next Annual Meeting of Stockholders. The Board also approved a revision to outside directors initial award in the form of a
one-time award of shares of restricted stock with a grant date fair value of $150,000, one-third of such shares to vest on each of the first three anniversaries of the
date the Board appoints, or the stockholders elect, the new outside director. The award replaces the initial option to purchase 14,000 shares of Cutera common stock upon his or her appointment. Information on Compensation Risk Assessment Management periodically reviews our incentive compensation programs at all levels within the organization. Employee cash bonuses are based on
company-wide and individual performance, and management (with respect to our non-executive employees), our Compensation Committee (with respect to our executive officers, other than our CEO), and the Board
(with respect to our CEO) have discretion to adjust bonus payouts. Equity awards for new hires are based on the employees position, prior experience, qualifications, and the market for particular types of talent, and any additional grants are
based on employee performance and retention requirements. Equity awards have long-term vesting requirements to ensure that recipients focus is on our long-term success.  31




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##### Table of Contents

COMPENSATION COMMITTEE REPORT The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of SEC Regulation S-K with management. Based on such review and discussion, the Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Annual Report. The foregoing report is provided by the undersigned members of the Compensation Committee. Gregory A. Barrett, Chairperson David B. Apfelberg, M.D. Katherine S. Zanotti  32




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##### Table of Contents

Item 12. Security Ownership of Certain Beneficial Owners and Current
Management The following table provides information relating to the beneficial ownership of our common stock as of April 1, 2020, by:  

each stockholder known by us to own beneficially more than 5% of our common stock;  

each of our current named executive officers (including our Chief Executive Officer, our Interim Chief Financial
Officer and our President);  

each of our former Named Executive Officers;  

each of our current directors; and  

our current directors and executive officers as a group. The number of shares beneficially owned by each entity, person, director or executive officer is determined in accordance with the rules of the SEC, and the
information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares over which the individual has the sole or shared voting power or investment power and any shares that
the individual has the right to acquire within 60 days of April 1, 2020, through the exercise of any stock option or other right. The number and percentage of shares beneficially owned is computed on the basis of 14,578,146 shares of our common
stock outstanding as of April 1, 2020 plus, for each beneficial owner, the amount of shares issuable to such beneficial owner upon the exercise of warrants and options that are exercisable within 60 days. The information in the following table
regarding the beneficial owners of more than 5% of our common stock is based upon information supplied by principal stockholders or Schedules 13D and 13G filed with the SEC. Shares of our common stock that a person has the right to acquire within 60 days of the Record Date are deemed outstanding for purposes of computing the
percentage ownership of the person holding such rights, but are not deemed outstanding for purposes of computing the percentage ownership of any other person, except with respect to the percentage ownership of all directors and executive officers as
a group. To our knowledge, except as set forth in the footnotes to this table and subject to applicable community property laws, each person or entity named in the table has sole voting and disposition power with respect to the shares set forth
opposite such persons or entitys name. The address for those persons for which an address is not otherwise provided is c/o Cutera, Inc., 3240 Bayshore Blvd., Brisbane, California 94005-1021.  Name and Address of Beneficial Owner

Number ofShares BeneficiallyOwned


Warrants andOptionsExercisableWithin 60Days


ApproximatePercentOwnedGAMCO Investors, Inc.
One Corporate Center Rye,
New York 10580


2,104,247
(1)






15.0
%BlackRock, Inc.
55 East 52nd Street New
York, NY 10055


2,162,886
(2)






15.2
%The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355


909,051
(3)






6.38
%R. Jason Richey


165,817







*James A. Reinstein


134,445







*David H. Mowry


106,930







*Joseph E. Whitters


87,446







*Gregory A. Barrett


47,577







*Timothy J. OShea


44,285







*  33




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##### Table of Contents

Name and Address of Beneficial Owner

Number ofShares BeneficiallyOwned


Warrants andOptionsExercisableWithin 60Days


ApproximatePercentOwnedSandra A. Gardiner


31,161



6,003



*J. Daniel Plants(4)


15,873



14,000



*David L. Apfelberg


10,786







*Katherine S. Zanotti


9,946







*Fuad Ahmad(5)










*All current directors and executive officers as a group (11 persons)


453,691



14,000



2.3
%  *
Less than 1%. (1)
As reported in Amendment No. 10 to Schedule 13D filed by GAMCO Investors, Inc. on January 25, 2019
with the SEC. The aggregate number of shares reported relates to 2,104,247 shares owned as follows: 636,407 by Gabelli Funds, LLC (Gabelli Funds), 1,074,201 by GAMCO Asset Management Inc. (GAMCO) and 393,639 by Teton Avisors,
Inc. Mario Gabelli is deemed to have beneficial ownership of the shares owned beneficially by each of the foregoing persons. GCIA is deemed to have beneficial ownership of the shares owned beneficially by G.research, LLC. Associated Capital Group,
Inc. (AC), GAMCO Investors, Inc. (GBL) and GGCP, Inc. (GGCP) are deemed to have beneficial ownership of the shares owned beneficially by each of the foregoing persons other than Mario Gabelli and the Gabelli
Foundation, Inc. Each of the foregoing persons has the sole power to vote or direct the vote and sole power to dispose or to direct the disposition of the shares reported for it, either for its own benefit or for the benefit of its investment
clients or its partners, as the case may be, except that (i) GAMCO does not have authority to vote 47,800 of the reported shares, (ii) Gabelli Funds has sole dispositive and voting power with respect to the shares of the Company held by
the Funds so long as the aggregate voting interest of all joint filers does not exceed 25% of their total voting interest in the Company and, in that event, the Proxy Voting Committee of each Fund shall respectively vote that Funds shares,
(iii) at any time, the Proxy Voting Committee of each such Fund may take and exercise in its sole discretion the entire voting power with respect to the shares held by such fund under special circumstances such as regulatory considerations, and
(iv) the power of Mario Gabelli, AC, GBL, and GGCP is indirect with respect to shares beneficially owned directly by the other persons. (2)
As reported in Amendment No. 5 to Schedule 13G filed by BlackRock, Inc. on February 4, 2020 with
the SEC. (3)
As reported in Amendment No. 1 to Schedule 13G filed by The Vanguard Group on February 12, 2020
with the SEC. Such beneficial owner reported that it has sole power to vote or direct the vote over 29,549 shares of our common stock, the shared power to vote or direct the vote over 973 shares of our common stock, the sole power to dispose or
direct the disposition of 880,220 shares of our common stock, and the shared power to dispose or direct the disposition of 28,831 shares of our common stock. (4)
Mr. Plants is the Managing Partner of Voce Capital Management LLC, the holder of 390,389 shares
(approximately 2.7%) of our outstanding common stock as of April 1, 2020. Mr. Plants has disclaimed beneficial ownership of the shares owned by Voce Capital Management LLC, except to the extent of his pecuniary interest therein, however he
has the sole or shared voting power of the shares reflected in this table. (5)
Mr. Ahmad is serving as Interim Chief Financial Officer as an employee of FLG Partners, LLC, who we
have engaged to provide us with an interim chief financial officer on November 15, 2019. Thus, Mr. Ahmad does not own beneficially own any shares. Securities Authorized for Issuance under Equity Compensation Plans Our stockholders have approved each of our equity compensation plans, which are as follows:  

2019 Equity Incentive Plan; and  

2004 Employee Stock Purchase Plan.  34




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##### Table of Contents

The following table provides information regarding the shares of Cutera common stock that may be issued upon
the exercise of stock options, RSUs, PSUs, and the projected ESPP contributions under our equity compensation plans as of December 31, 2019.  Plan category

Number ofsecurities to beissued uponexercise
ofoutstandingoptions, warrantsand rights


Weighted-average exerciseprice ofoutstandingoptions,warrants andrights ($)


Number ofsecuritiesremainingavailable forfuture issuanceunder
equitycompensationplans (excludingsecuritiesreflected incolumn (a)) ($)Equity compensation plans approved by security holders


350,626



25.52
(1)


1,193,344Equity compensation plan not approved by security holders










Total


350,626


$
25.52
(1)


1,193,344  (1)
The weighted average exercise price does not take into account outstanding RSUs or PSUs, which have no
exercise price. Item 13. Certain Relationships and Related Transactions, and Director Independence We describe below transactions and series of similar transactions, since the beginning of our last fiscal year, to which we were a party or will be a
party, in which:  

the amounts involved exceeded or are expected to exceed $120,000; and  

any of our directors, nominees for director, executive officers or beneficial holders of more than 5% of our
outstanding common stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities (each, a related party), had or will have a direct or indirect material interest. Change of Control and Severance Agreements We have
entered into change of control severance agreements with our Named Executive Officers. See Named Executive Officers and Executive CompensationPotential Payments Upon Termination or Change in Control. We have entered into indemnification agreements with our directors and executive officers. The indemnification agreements and our certificate of incorporation
and bylaws require us to indemnify our directors and executive officers to the fullest extent permitted by Delaware law. Policies and Procedures for
Related Party Transactions Our Board has adopted a written policy that our executive officers, directors, nominees for election as a director,
beneficial owners of more than 5% of any class of our common stock and any members of the immediate family of any of the foregoing persons are not permitted to enter into a related person transaction with us without the prior consent of our Audit
Committee. Any request for us to enter into a transaction with an executive officer, director, nominee for election as a director, beneficial owner of more than 5% of any class of our common stock or any member of the immediate family of any of the
foregoing persons in which the amount involved exceeds $120,000 and such person would have a direct or indirect interest must first be presented to our Audit Committee for review, consideration and approval. In approving or rejecting any such
proposal, our Audit Committee is to consider the material facts of the transaction, including, but not limited to, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or
similar circumstances and the extent of the related persons interest in the transaction. We did not have a formal review and approval policy for related party transactions at the time of any of the transactions described above. However, all of
the transactions described above were entered into after presentation, consideration and approval by our Board and/or our Audit Committee.  35




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##### Table of Contents

Item 14. Principal Accountant Fees and Services. To help ensure the independence of the Independent Registered Public Accounting Firm, the Audit Committee has adopted a policy for the pre-approval of all audit and non-audit services to be performed for the Company by its Independent Registered Public Accounting Firm. Pursuant to this policy, all audit and non-audit services to be performed by the Independent Registered Public Accounting Firm must be approved in advance by the Audit Committee. The Audit Committee may delegate to one or more of its members the
authority to grant the required approvals, provided that any exercise of such authority is presented to the full Audit Committee at its next regularly scheduled meeting. All of the services provided by BDO described in the table below were approved by the Audit Committee. The aggregate fees incurred by the Company for audit and non-audit services in 2019 and 2018 were as follows:  Service Category

2019 ($)


2018 ($)BDO USA LLP:Audit Fees(1)

$
879,125


$
709,225Audit-Related Fees

$



$
Tax Fees

$



$
Non-Audit Fees(2)

$



$
Total BDO USA LLP

$
879,125


$
709,225  (1)
In accordance with the SECs definitions and rules, audit fees are comprised of billed fees and fees
expected to be billed for professional services related to the audit of financial statements and internal control over financial reporting for the Companys 2019 and 2018fiscal years as included in the annual report on Form 10-K; and the review of financial statements for interim periods included in the quarterly reports on Form 10-Q within those years. (2)
This category consists of fees for services rendered related to Internal Revenue Code, Sections 382 and 383
compliance to support the audit and financial statement disclosure.  36




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##### Table of Contents

PART IV Item 15. Exhibits and Financial Statement Schedules (a) The following documents are filed in Part II of the Annual Report on the Original 10-K: 1. Financial Statements The Financial
Statements required by this item are listed on the Index to Financial Statements in Part IV, Item 15(a)1 of the Original 10-K. 2. Financial Statement Schedule Schedules have been omitted because they are either not required, not applicable, or the required information is included in the consolidated
financial statements or notes thereto. 3. Exhibits The exhibits listed below are filed or incorporated by reference as part of this report. Exhibit Index  Exhibit No.

Description3.1

Amended and Restated Certificate of Incorporation of the Registrant (filed as Exhibit 3.5 to the Companys Quarterly Report on Form 10-Q filed
 on November 7, 2017 and incorporated herein by reference)3.2

Bylaws of the Registrant (filed as Exhibit 3.4 to the Companys Current Report on Form 8-K filed on January 8, 2015 and incorporated herein by reference)4.1

Specimen Common Stock certificate of the Registrant (filed as Exhibit 4.1 to the Companys Annual Report on Form 
10-K filed on March 25, 2005 and incorporated herein by reference)4.2

Description of the Registrants Securities (filed as Exhibit 4.2 to the Companys Annual Report on Form 10-K filed on March 16, 2020 and
incorporated herein by reference)10.1*

Form of Indemnification Agreement for directors and executive officers (filed as Exhibit 10.1 to the Companys Current Report on Form 8-K filed
 on February 21, 2019 and incorporated herein by reference)10.2*

1998 Stock Plan (filed as Exhibit 10.2 to the Companys registration statement on Form S-1 filed on January 15, 2004 and incorporated herein by
reference)10.3*

2004 Employee Stock Purchase Plan (filed as Exhibit 10.4 to the Companys Annual Report on Form 10-K filed
on March 16, 2007 and incorporated herein by reference)10.4

Brisbane Technology Park Lease dated August 
5, 2003 by and between the Registrant and Gal-Brisbane, L.P. for office space located at 3240 Bayshore Boulevard, Brisbane, California (filed as Exhibit 10.6 to the Companys registration statement on Form
S-1 filed on January 15, 2004 and incorporated herein by reference)10.5

Settlement Agreement between the Registrant and Palomar Medical Technologies, Inc. dated June 
2, 2006 (filed as Exhibit 99.1 to the Companys Current Report on Form 8-K filed on June 6, 2006 and incorporated herein by reference)10.6

Non-Exclusive Patent License between the Registrant and Palomar Medical Technologies, Inc. dated June 2,
 2006 (filed as Exhibit 99.2 to the Companys Current Report on Form 8-K filed on June 6, 2006 and incorporated herein by reference)10.7*

Form of Performance Unit Award Agreement (filed as Exhibit 10.11 to the Companys Quarterly Report on Form 10-Q filed on November 14, 2005 and incorporated herein by reference)10.8*

2019 Equity Incentive Plan (filed as Appendix A to the Companys definitive proxy statement on Form 14A filed on April 
30, 2019 and incorporated herein by reference)10.9

First Amendment to Brisbane Technology Park Lease dated August 11, 2010 by and between the Company and BMR-Bayshore Boulevard LLC, as successor-in-interest to Gal-Brisbane, L.P., the original landlord, for office space located at 3240 Bayshore Boulevard (filed as Exhibit
 10.19 to the Companys Quarterly Report on Form 10-Q filed on November 1, 2010 and incorporated herein by reference)10.10*

Change of Control and Severance Agreement between Kevin P. Connors and the Registrant (filed as Exhibit 10.20 to our Quarterly Report on Form 10-Q filed on August 1, 2016 and incorporated herein by reference)10.11*

Change of Control and Severance Agreement between Ronald J. Santilli and the Registrant (filed as Exhibit 10.21 to our Quarterly Report on Form 10-Q filed on August 1, 2016 and incorporated herein by reference)10.12*

Form of Performance Stock Unit Award Agreement (filed as Exhibit 10.22 to the Companys Quarterly Report on Form 10-Q filed on August 1, 2016 and incorporated herein by reference)10.13*

Change of Control and Severance Agreement between James Reinstein and the Registrant (filed as Exhibit 10.23 to the Companys Current Report on
 Form 8-K filed on January 11, 2017 and incorporated herein by reference)10.14

Lease Termination Agreement dated July 
6, 2017 by and between the Registrant and SI 28, LLC (filed as Exhibit 10.26 to our Quarterly Report on Form 10-Q filed on August 7, 2017 and incorporated herein by reference)10.15

Second Amendment to Lease dated July 
6, 2017 by and between the Company and BMR-Bayshore Boulevard LP (filed as Exhibit 10.27 to the Companys Quarterly Report on Form 10-Q filed on August 7, 2017 and incorporated herein by
reference)10.16

Transition Agreement dated July 
12, 2017 by and between the Company and Ronald J. Santilli (filed as Exhibit 10.28 to our Quarterly Report on Form 10-Q filed on November 7, 2017 and incorporated herein by reference)10.17*

Chief Financial Officer Consulting Agreement dated July 
12, 2017 by and between the Company and Sandra A. Gardiner (filed as Exhibit 10.29 to the Companys Quarterly Report on Form 10-Q filed on November 7, 2017 and incorporated herein by
reference)10.18

Loan and Security Agreement dated May 
30, 2018 by and between the Company and Wells Fargo Bank, N.A. (filed as Exhibit 10.1 to the Companys Current Report on Form 8-K filed on June 5, 2018 and incorporated herein by
reference).10.19

Separation Agreement dated January 
4, 2019 by and between the Company and James Reinstein (filed as Exhibit 10.2 to the Companys Current Report on Form 8-K on January 9, 2019 and incorporated herein by reference).10.20

First Amendment and Wavier to the Loan and Security Agreement dated November 
2, 2018 by and between the Company and Wells Fargo Bank, N.A. (filed as Exhibit 10.20 to the Companys Annual Report on Form 10-K filed on March 16, 2020 and incorporated herein by reference)10.21

Second Amendment and Waiver to the Loan and Security Agreement dated March 
11, 2019 by and between the Company and Wells Fargo Bank N.A. (filed as Exhibit 10.20 to the Companys Annual Report on Form 10-K filed on March 16, 2020 and incorporated herein by reference)10.22*

Employment Offer Letter dated June 
22, 2019 by and between Cutera, Inc. and David Mowry (filed as Exhibit 10.1 to the Companys Current Report on Form 8-K filed on July 9, 2019 and incorporated herein by reference)10.23*

Change of Control and Severance Agreement dated July 
8, 2019 by and between Cutera, Inc. and David Mowry (filed as Exhibit 10.2 to the Companys Current Report on Form 8-K filed on July 9, 2019 and incorporated herein by reference)10.24*

Consulting Agreement between Cutera, Inc. and FLG Partners, effective November 
11, 2019 (filed as Exhibit 10.1 to the Companys Current Report on Form 8-K filed on November 18, 2019 and incorporated herein by reference)21.1+

List of Subsidiaries of Registrant  37




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##### Table of Contents

Exhibit No.

Description23.1

Consent of Independent Registered Public Accounting Firm (filed as Exhibit 23.1 to the Companys Annual Report on Form 10-K filed on March 16,
 2020 and incorporated herein by reference)24.1

Power of Attorney31.1

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed as Exhibit 
31.1 to the Companys Annual Report on Form 10-K filed on March 16, 2020 and incorporated herein by reference)31.2

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed as Exhibit 
31.2 to the Companys Annual Report on Form 10-K filed on March 16, 2020 and incorporated herein by reference)31.3+

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.4+

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (filed as Exhibit 32.1 to the Companys Annual Report on Form 10-K filed on March 16, 2020 and incorporated herein by reference)101.INS

XBRL Instance Document101.SCH

XBRL Taxonomy Extension Schema Document101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document101.DEF

XBRL Taxonomy Extension Definition Document101.LAB

XBRL Taxonomy Extension Label Linkbase Document101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document  *
Management contract or compensatory plan +
Filed herewith  38




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##### Table of Contents

SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly authorized, in the city of Brisbane, State of California, on the 14th day of April, 2020.  CUTERA, INC.By:

/s/ DAVID H. MOWRYDavid H. MowryChief Executive Officer
 Power of Attorney KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David H. Mowry, and Fuad
Ahmad, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him or her and in his or her
name, place, and stead, in any and all capacities to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith,
with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done therewith, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.  Signature

Title

Date/s/ DAVID H. MOWRY
David H. Mowry

Chief Executive Officer and Director (Principal Executive Officer)

April 14, 2020/s/ FUAD AHMAD
Fuad Ahmad

Interim Chief Financial Officer (Principal Financial and Accounting Officer)

April 14, 2020/s/ J. DANIEL PLANTS
J. Daniel Plants

Chairman of the Board of Directors

April 14, 2020/s/ DAVID B. APFELBERG
David B. Apfelberg

Director

April 14, 2020/s/ GREGORY A. BARRETT
Gregory A. Barrett

Director

April 14, 2020/s/ JOSEPH E. WHITTERS
Joseph E. Whitters

Director

April 14, 2020/s/ TIM OSHEA
Tim OShea

Director

April 14, 2020/s/ KATHERINE S. ZANOTTI
Katherine S. Zanotti

Director

April 14, 2020  39