This proxy statement is furnished by and on behalf of the board of directors, or the Board, of Foamix Pharmaceuticals Ltd., an Israeli corporation (“we”, “us”, “our”, “Foamix”(or, we, us, our, Foamix or the “Company”)Company), in connection with our 20182019 Annual General Meeting of Shareholders, or the Meeting, to be held on Tuesday, May 8, 2018,Wednesday, April 10, 2019, at 9:5:00 a.m. (Eastern Standard Time)p.m. (Israel time) at theour offices of our U.S. subsidiary, Foamix Pharmaceuticals Inc.Ltd., located at 520 U.S. Route 22, Suite 204 in Bridgewater, New Jersey.2 Holzman Street (Entrance 2B), Weizmann Science Park, Rehovot, Israel.

At the Meeting, shareholders will vote on the (i)(1) appointment of Kesselman & Kesselman (a member firm of PricewaterhouseCoopers International Limited, or PwC) anas the Company’s independent registered public accounting firm as the Company’s independent public accountants for the fiscal year ending December 31, 2018,2019, and the authorization of the Company’s board of directors, or the Board, (or the Audit Committee, if authorized by the Board) to fix the remuneration of such independent public accountants in accordance with the volume and nature of their services, (ii)(2) ratification of the electionappointments of Mr. David Domzalski,Anthony Bruno and Ms. Sharon Barbari as directors of the Company’s CEO, as a director, (iii) approval of annual equity incentive awards to the Company’s non-executive directors, (iv)Company, (3) approval of certain compensationretirement payments to Mr. Domzalski, as follows: (a) equity incentive grants to Mr. Domzalskiand benefits for 2017,Dr. Darrell Rigel, who retired from the Board in November 2018, and (b)Dr. Dalia Megiddo, who is retiring from the terms of Mr. Domzalski’s cash bonus and equity incentive compensation for 2018, (v) approval of certain bonus payments to Dr. Dov Tamarkin,Board effective on the Company’s former CEO and former director, comprising (a) an equity conversion bonus in respectdate of the year 2016, and (b) a cash bonus in respect of the first half of 2017, and (vi)Meeting, (4) approval of the Company’s Amended Compensation Policy.2019 Equity Incentive Plan, or 2019 EIP, (5) approval of the Company’s 2019 Employee Stock Purchase Plan, or 2019 ESPP, (6) approval of the compensation of the Company’s Chief Executive Officer, Mr. David Domzalski, and (7) approval of an increase of the authorized share capital of the Company and a corresponding amendment to the Company’s Articles of Association, or the Articles.

The record date for the Meeting is April 10, 2018.February 28, 2019. Only shareholders of record at the close of business on that date are entitled to vote at the Meeting.

By signing and returning the accompanying proxy card, you authorize Dr. Stanley Hirsch, the Chairman of our chairman, orBoard, and Mr. David Domzalski, our Chief Executive Officer, and each or either of them, with full powers of substitution, to represent you and vote your shares at the Meeting in accordance with your instructions. If no direction is made with respect to any matter, your shares will be voted “for” each of the matters above. Your shares will be voted in the discretion of the proxyholders on any other business that may properly come before the meeting. Each of the foregoing may also vote your shares to adjourn the Meeting and will be authorized to vote your shares at any postponements or adjournments of the Meeting.

We are first making available this proxy statement and accompanying materials available to shareholders on or about AprilMarch 11, 2018.2019.

At the 20182019 Annual General Meeting of Shareholders, the shareholders will be asked to:

Shareholders will also transact any other business that may properly come before the Meeting. Members of Foamix’sthe Company’s management team will be present at the Meeting to discuss the 20172018 financial statements as well as to respond to appropriate questions from shareholders.

The record date for the Meeting is April 10, 2018.February 28, 2019. Only shareholders of record at the close of business on that date are entitled to vote at the Meeting. The total number of shares outstanding of the registrant’sregistrant’s ordinary shares, par value NIS 0.16 per share, as of March 31, 2018,February 22, 2019 was 37,551,511.54,365,955.

A record holder holds shares in his or her name. Shares held in “street name”“street name” means shares that are held in the name of a bank or broker on a person’sperson’s behalf.

If you are a shareholder of record, you may vote in person at the Meeting or vote by proxy using the enclosed proxy card. Whether or not you plan to attend the Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Meeting and vote in person even if you have already voted by proxy.

If your shares are held by a bank or a brokerage firm, you are considered the “beneficial owner”“beneficial owner” of shares held in “street“street name.” If your shares are held in street name, the proxy materials are being forwarded to you by your bank or brokerage firm, or the record holder, along with a voting instruction card.card, which will explain how to vote by mail, by telephone or over the internet, as applicable for your broker, bank or other agent. As the beneficial owner, you have the right to direct your record holder how to vote your shares, and the record holder is required to vote your shares in accordance with your instructions. If you do not give instructions to the record holder, and the broker is not entitled to exercise its voting discretion on the matter, the shares will be treated as “broker“broker non-votes.” See “How are“How will Broker Non-Votes Treated”be Treated” below. You are also invited to attend the Meeting. However, since you are not the shareholder of record, you may not vote your shares in person at the Meeting unless you request and obtain a valid proxy from the record holder.

A quorum is necessary to hold a valid meeting. According to Rule 5620(c) of the Nasdaq Stock Market EquityListing Rules, or “NASDAQ rules”,Nasdaq rules, which supersede our articles of association,Articles, the quorum required for a general meeting of shareholders consists of any one or more shareholders present, in person or by proxy, who hold shares, in the aggregate, conferring at least 33⅓33⅓% of the voting rights of our Company. If such quorum is not present within half an hour from the time scheduled for the Meeting, the Meeting will be adjourned for one week to the same day, time and place, unless such day shall fall on a statutory holiday (either in Israel or in the United States), in which case the Meeting will be adjourned to the first business day afterwards. According to our articles of association,Articles, at such adjourned meeting the presence of any two or more shareholders in person or by proxy, regardless of the voting power represented by their shares, will constitute a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote in person at the Meeting.

Proxies with only broker non-votes are not counted towards the quorum. However, if a proxy is returned with a vote cast on at least one proposal (e.g., Proposal 1 to appoint the auditor), even if broker non-votes are returned with respect to the other proposals, the proxy shall count toward the quorum. See “How are“How will Broker Non-Votes Treated”be Treated” below. Abstentions will also be counted towards the quorum requirement.

All Foamix shareholders of record of the Company as of the close of business on April 10, 2018February 28, 2019 may attend the 2018 Annual General Meeting of Shareholders.Meeting.

On each matter to be voted upon, you have one vote for each ordinary share you own as of the record date.

If you are a record holder of shares, you may revoke your proxy and change your vote at any time before your proxy is actually voted:

If you are a beneficial owner of shares, you may submit new voting instructions by contacting the record holder, or, if you have obtained a legal proxy from the record holder giving you the right to vote your shares, by attending the Meeting and voting in person. Your attendance at the Meeting itself will not revoke your proxy unless you provide us a written notice of the revocation before your proxy is voted or before you vote in person at the Meeting.

Votes will be counted by the inspector of election appointed for the Meeting, who will separately count “For”“For” and “Against”“Against” votes, abstentions, and broker non-votes.

The Board recommends that you vote FOR each of the proposals that are further described in the enclosedthis proxy statement.

If you submit a proxy buthold your shares in street name and do not indicate any voting instructions for your broker, bank or other agent, on Proposal 1 (appointment of the auditor)independent registered public accounting firm), which is considered a “routine”“routine” proposal according to NYSE Rule 452 (which prevents all brokers, irrespective of the stock exchange on which a company is listed, from voting on non-routine matters), the proxy holdersyour broker, bank or other agent will be able to vote your shares in accordance with the recommendations of the Board.its discretion. However, broker discretionary voting is not permitted with regard to “non-routine”“non-routine” proposals such as director electionsratifications or proposals related to executive compensation. Therefore, if you do not indicate any voting instructions with regard to Proposals 2 3, 4, 5 or 6,through 7, they will be treated as “broker“broker non-votes.” See “How are“How will Broker Non-Votes Treated”be Treated” below.

As of the date of this proxy statement, we know of no other business that will be presented at the Meeting. If any other matter arises and is presented properly to the shareholders for a vote at the Meeting, the proxy holders will vote your shares in accordance with their best judgment, subject to the rules applicable to broker discretionary voting.

According to our articles of association,Articles, approval of each proposal requires the majority of the voting power present and voting at the Meeting or at any adjournment thereof.

In addition, under Israeli law, approval of each of Proposals 4, 53 and 6 requires that either of the following two voting requirements, which we refer to, together, as the Special Majority, be met as part of the approval by an ordinary majority of shares present and voting thereon:

For purposes of Proposals 4, 53 and 6, a “controlling shareholder”“controlling shareholder” is any shareholder that has the ability to direct the Company’sCompany’s activities (other than by means of being a director or other office holder of the Company). A person is presumed to be a controlling shareholder (a) if it holds or controls, by itself or together with others, 50% or more of any one of the “means“means of control”control” of the Company, or (b) only with respect to Proposals 43 and 5,6, if it holds or controls, by itself or together with others who also possess a personal interest in the approval of the same transaction, 25% or more of the voting rights in the Company if no other shareholder holds or controls more than 50% of the voting rights in the Company. “Means“Means of control”control” is defined under Israeli law as any one of the following: (i) the right to vote at a general meeting of the Company or (ii) the right to appoint directors of the Company or its chief executive officer.Chief Executive Officer.

We are unawarenot aware of any shareholders that would be deemed to be a controlling shareholder of our Company as of the current timedate hereof for purposes of Proposals 4, 53 and 6.

A “personal interest”“personal interest” of a shareholder, for purposes of Proposals 4, 53 and 6, includes a personal interest of a shareholder in an action or a transaction of the Company, excluding any interest arising solely from holding the Company’sCompany’s shares, but including the personal interest of the shareholder’sshareholder’s spouse, siblings, parents, grandparents, descendants, spouse’sspouse’s descendants, siblings or parents or the spouse of any of such persons, and the personal interest of any entity in which the shareholder or one of the aforementioned relatives of the shareholder serves as a director or chief executive officer,Chief Executive Officer, owns 5% or more of such entity’sentity’s outstanding shares or voting rights or has the right to appoint one or more directors or the chief executive officer.Chief Executive Officer. Under the Israeli Companies Law, 5759-1999, or the Companies Law, in the case of a person voting by proxy, “personal interest”“personal interest” includes the personal interest of either the proxy holder or the shareholder granting the proxy, whether or not the proxy holder has discretion over how to vote.

A controlling shareholder and a shareholder that has a personal interest are qualified to participate in the vote on the proposals; however, with respect to Proposals 4, 53 and 6, the vote of such shareholders may not be counted towards the majoritySpecial Majority requirement described above and will not count towards the 2% threshold described in the second bullet point above.

An “abstention”“abstention” represents a shareholder’sshareholder’s affirmative choice to decline to vote on a proposal. Abstained shares are treated as shares present for quorum purposes and entitled to vote. Since the voting standard for all of the proposals at this Meeting is “the“the majority of the voting power present and voting at the Meeting,” and not a majority of shares present and entitled to vote, so long as a quorum has been established at the Meeting, abstentions will have no effect on the proposal.

If beneficial owners do not instruct their broker how to vote, the broker may exercise its voting discretion with regard to the shares only on “routine”“routine” proposals and not on “non-routine”“non-routine” proposals.

Proposal 1 (appointment of our auditor)independent registered public accounting firm) is considered a routine“routine” proposal and Proposals 2 3, 4, 5 and 6through 7 are considered “non-routine”“non-routine” proposals since they involve an election of directors, corporate governance and compensation matters.

Brokers are not permitted to exercise discretionary voting on “non-routine”“non-routine” matters and therefore submit no vote –- or a “broker non-vote” –“broker non-vote” - on non-routine proxy“non-routine” items for which beneficial owners do not provide their voting instructions. A broker non-vote occurs when banks, brokers or others who hold shares in street name for a client return a proxy but provide no instructions as to how shares should be voted on a particular matter.

If a proxy contains at least one routine“routine” matter, but broker non-votes on any or all other matters, that broker’sbroker’s proxy will be treated as shares present for quorum purposes so long as the proxy returned by the broker contains a vote on the routine“routine” proposal. However, a broker non-vote on a non-routine“non-routine” proposal on the ballot does not count as a vote for or against such proposal and shall therefore have no effect on the outcome of the vote on that proposal.

We plan to announce preliminary voting results at the Meeting and to publish final results in a current reportCurrent Report on Form 8-K to be filed with the Securities and Exchange Commission, or the SEC, within four business days of the Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.

The Audit Committee and the Board have selected the accounting firm Kesselman & Kesselman (a member firm of PricewaterhouseCoopers International Limited, or PwC), an Independentas the independent registered public accounting firm as the independent auditors to audit the consolidated financial statements of the Company for the year ending December 31, 2018.2019.

As required under the Israeli Companies Law, shareholders are being asked to appoint Kesselman & Kesselman (a member firm of PricewaterhouseCoopers International Limited, or PwC) as the Company’sCompany’s independent auditorsregistered public accounting firm for 2018,2019, and to authorize the Board to set the compensation of these auditors.this firm. Subject to the shareholders approving such authorization, the Board intends to further delegate the authority to set the compensation of the auditorsindependent registered public accounting firm to the Audit Committee.

“RESOLVED, to appoint Kesselman & Kesselman (a member firm of PricewaterhouseCoopers International Limited, or PwC), anas the Company’s independent registered public accounting firm as the Company’s independent public accountants for the fiscal year ending December 31, 2018,2019, and to authorize the Board (or the Audit Committee, if such authority is delegated to it by the Board) to fix the remuneration of such independent registered public accountantsaccounting firm in accordance with the volume and nature of their services.”

The affirmative vote of the holders of a majority of the shares represented at the Meeting in person or by proxy and voting on Proposal 1 is required.required for approval. Abstentions shall not be taken into account in the voting; therefore, abstentions shall have no effect on the vote.

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” PROPOSAL 1.

Representatives of the principal accountant for the current year and for the most recently completed fiscal yearour independent registered public accounting firm are not expected to be present at the Meeting, and therefore they will not have the opportunity to make a statement if they desire to do so, and are not expected to be available to respond to appropriate questions.

The following table represents aggregate fees billed to us for fiscal years ended December 31, 20162017 and 2017,2018 by Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited (PwC),PwC, our independent registered public accounting firm.

Our Audit Committee is responsible for pre-approvingmust pre-approve audit and non-audit services provided to us by our independent registered public accounting firm.

All of the fees described above and earned by Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited (PwC),PwC, were attributable to services pre-approved by the Audit Committee. With respect to 20162017 and 2017,2018, such services included only audit services, since no non-audit services were provided during such fiscal years by our independent registered public accounting firm.

As set out in our Articles, each of our directors holds office until the Company’s articles of association, directorsend of the Companynext annual general meeting following the annual general meeting at which he or she was elected, unless his or her office is vacated. If at an annual general meeting, no nominees or alternate nominees are proposed by either the Board or the shareholders, or if no nominees or alternate nominees are elected, the directors then in office shall continue to hold office until the convening of a general meeting at which nominees or alternative nominees shall be proposed and elected. In practice, this means that pursuant to the Articles – and consistent with the governance practices of many Israeli-domiciled companies – our directors serve for an indefinite term until alternate nominees are proposed and elected to replace them by the Board or by the shareholders at any subsequent annual general meeting. In addition, if the office of a director is vacated due to resignation, removal or otherwise, the remaining members of the boardBoard are authorized to appoint new members to fill in the offices of directors that have been vacated or that remain unfilled. Consistent with the governance practices of other Israeli-domiciled companies, we have not previously had a practice of holding elections of directors at annual general meetings.

In November 2018 and in January 2018,2019, our Board comprising non-management directors unanimously appointed Mr. David DomzalskiAnthony Bruno and Ms. Sharon Barbari as a directordirectors, respectively, to fill in a vacated and unfilled Board seat followingseats. Mr. Bruno was also appointed to serve on the resignation of Dr. Dov Tamarkin, our former Chief Executive Officer,Compensation Committee and Ms. Barbari was appointed to serve on the Audit Committee. The Board now wishes to have Mr. Domzalski’s appointmentBruno and Ms. Barbari’s appointments ratified by the general meeting of the shareholders as a matter of good practice and governance.

Generally, the Board seeks to appoint individuals with broad experience and expertise at the management level in the pharmaceuticals or biotechnology industry or other relevant business ventures or that have achieved exceptional academic or professional acclaim in areas related to the Company’sour activities, and who possess the ability to provide valuable insights and practical wisdom as well as sufficient time to effectively carry out his or her duties as a director. The Board carefully selects and reviews candidates in light of these qualifications and in view of legal constraints applicable to its composition, such as the requirement for independence and gender diversity among the Board members.

As evident from hisThe Board believes that, as evidenced by their credentials below, each of Mr. DomzalskiBruno and Ms. Barbari is well qualified for the position and has already fulfilled our expectationsis expected to contribute significantly to Foamix.us.

Mr. Anthony Bruno has served as our Chief Executive Officerdirector since July 2017. Mr. Domzalski has been with Foamix since April 2014,November 2018, and previouslyformerly served as the President of Foamix Pharmaceuticals Inc. (U.S. subsidiary)a strategic advisor to us from 2014 until August 2018. Mr. Domzalski has 25 years of industry experience,Bruno is currently retired. He previously holding positionsserved as Vice President Salesa strategic consultant to various healthcare-focused investment funds from 2011 to January 2018 and Marketing at LEO Pharma Inc. from 2009 to 2013, Senior Vice President and General Manager at Azur Pharma from 2008 to 2009, and Vice President Sales and Marketingwas employed at Warner Chilcott from 20032000 to 2008.2011, most recently as Executive Vice President, with responsibility for all business development activities including product acquisitions and divestitures as well as licensing agreements. Mr. DomzalskiBruno also spent 16 years at Warner Lambert, holding several positions of increasing strategic responsibility. Mr. Bruno began his legal career as an associate with Shearman & Sterling. Mr. Bruno holds a B.A. in economicsPolitical Science from Syracuse University, and political sciencea J.D. from Muhlenberg College, Allentown, Pennsylvania.The George Washington University Law School.

The Board of Directors believes that Mr. Domzalski’sBruno’s rich experience in the industry, significant experience in salesstrategic positions in the pharmaceutical and marketing of dermatology products,healthcare sectors, as well as his proven track record in leadership positions, will prove valuable to the Board and to the Company. In addition, his roles

Ms. Sharon Barbari has served as our director since January 2019. She is currently retired. She previously served as the Executive Vice President of Finance and Chief ExecutiveFinancial Officer of Cytokinetics Inc. from July 2009 to July 2017, and prior to then, she served as Senior Vice President of Finance and Chief Financial Officer from September 2004 through June 2009. From September 2002 to August 2004, Ms. Barbari served as Chief Financial Officer and Senior Vice President of Finance and Administration of InterMune, Inc., a biopharmaceutical company. From January 1998 to June 2002, she served at Gilead Sciences, Inc., a biopharmaceutical company, and held several positions of increasing responsibility including most recently as its Vice President and Chief Financial Officer. Ms. Barbari has served on the Company andboard of directors of Sonoma Pharmaceuticals, Inc. since March 2014. Ms. Barbari received a B.S. in Accounting from San Jose State University.

The Board believes that Ms. Barbari’s long career as a membersenior financial executive and her leadership roles in various biotechnology and pharmaceutical companies provides broad and experienced knowledge of the Company’s Board will serveglobal pharmaceutical business and industry, as a bridge between the Company’s management andwell as extensive accounting expertise, to the Board and assistto the Company. In February 2019, the Board appointed Ms. Barbari to the Audit Committee. It considered and evaluated the education, experience, expertise and other relevant attributes of Ms. Barbari and determined, based on its review, that Ms. Barbari is an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K of the communication between theseExchange Act.

We are proposing that our shareholders adopt each of the Board’s policies withinfollowing resolutions at the Company.Meeting:

The affirmative vote of the holders of a majority of the shares represented at the Meeting in person or by proxy and voting on Proposal 22a or 2b is required.required for approval of such Proposal. Abstentions and broker non-votes shall not be taken into account in the voting; therefore, abstentions and broker non-votes shall have no effect on the vote.

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” EACH OF PROPOSAL 2.2(A) AND 2(B).

The names of each member of our Board, including Mr. Domzalski, the year in which each director was first elected to the Board, the age of each director as of the date hereof and the principal occupationposition held with us of each director are as follows:

Regarding the term of office of the directors, according to the Company’s articles of association,Articles, every director shall hold office until the end of the next annual general meeting following the annual general meeting at which he was elected, unless his office is vacated in accordance with the provisions of the Company’s articles of association.Articles. If, at an annual general meeting, no nominees are proposed by either the Board or the shareholders, or if no nominees are elected, the directors then in office shall continue to hold office until the convening of a general meeting at which nominees shall be proposed and elected.

The following is a brief biography of each continuing director as of the date hereof, other than the biographies of Mr. Domzalski's, whose biography is describedBruno and Ms. Barbari, which were set forth above:

Stanley Hirsch, D.Phil. has served as our director since February 2005 and as chairman of the Board since May 2016. Dr. Hirsch has over 30 years of experience in executive positions, including director of business development for a privately held group of healthcare companies. He has also served as general manager of two diagnostics development companies. Dr. Hirsch has been CEO atserved as Chief Executive Officer of FuturaGene Ltd., and its predecessor company CBD Technologies Ltd., since 1995, and has also held the position of General Manager of Portman Pharmaceutical Industries. Since the acquisition of FuturaGene Plc by Suzano Pulp and Paper, a major Brazilian industrial public corporation in July 2010, he also holds thehas held a position equivalent position ofto a vice president at Suzano. Dr. Hirsch currently serves as chairman of the board of directors of OWC Pharmaceutical Research Corp. (OTC: OWCP)Corp, a position he has held since July 2017. Dr. Hirsch holds a D. Phil. in Cell Biology and Immunology from Oxford University, England.

Rex Bright has served as our director since our initial public offering that was completed in September 2014. Mr. Bright hasis currently retired, but previously held CEOchief executive officer positions in the health care industry for the past 21over 20 years. Mr. Bright was the co-founder and CEOChief Executive Officer of SkinMedica, a specialty pharmaceutical business that was later acquired by Allergan.Allergan in 2012. Mr. Bright has worked inalso held executive positions for Johnson & Johnson and GlaxoSmithKline. Mr. Bright haspreviously served as a director of RestorGenex Corporation (OTCQX: RESX) until 2016 when the company was acquired. Mr. Bright holds a B.A. in Business Administration and Marketing from Drury University.

Stanley Stern has served as our director since our initial public offering that was completed in September 2014. Mr. Stern has 32over 30 years of experience as an investment banker, working primarily for Oppenheimer & Co, in a number of positions including head of investment banking. He also worked for STI Ventures, Salomon Brothers and C.E. Unterberg. In 2013, Mr. Stern founded Alnitak Capital Partners, LLC. He currently serves as a director of Audiocodes (Nasdaq: AUDC) since December 2012, Sodastream (Nasdaq: SODA) since November 2015, Ormat Technologies, Inc. (NYSE: ORA) since February 2016 and Ekso Bionics Holdings, Inc. (OTCQB: Ekso) since March 2015. He was previously a member of the board of directors of Sodastream International Ltd. from November 2015 to December 2018. Mr. Stern holds a B.A. in Economics and Accounting from City University of New York, Queens College, and an M.B.A. from Harvard University.

Anna Kazanchyan, M.D. has served as our director since December 2014. Dr. Kazanchyan founded Saghmos Therapeutics a company focused on the prevention of contrast-induced acute kidney injury, in September 2016 and serves as its CEOChief Executive Officer and Chairwoman. She is also the founder and Managing Partner since 2004 of Primary i-Research, LLC. Previously, she was SVP, Business Development and Product Development at Ovid Therapeutics, a company focused on rare neurological disorders. Dr. Kazanchyan was previously a Senior Biotechnology Analyst at Wachovia Securities, and was a member of the #1 and #2 Institutional-Investor ranked Biotechnology Equity Research teams at Goldman Sachs and Citigroup. She currently servesserved as a director of Innovate Biopharmaceuticals (Nasdaq: INNT) as the chair of its compensation committee, and a member of its audit as well as nominating and governance committees sincefrom February to June 2018. She received an M.D. from Harvard Medical School and a B.A. in biology, summa cum laude, from Clark University.

Aharon Schwartz, Ph.D. has served as our director since November 2014. Dr. Schwartz retired from Teva Pharmaceutical Industries Ltd. in 2011, where he served in a number of positions of increasing responsibility from 1975 theuntil his retirement, most recent beingrecently serving as its Vice President, Head of Teva Innovative Ventures from 2008.2008 to 2011. Dr. Schwartz has been the chairman of the board of directors of BiolineRx Ltd. (Nasdaq: BLRX) since 2003 and a director of Protalix BioTherapeutics, Inc. (NYSE: PLX) since 2015. From January 2013 through November 2017, he served as a director of Alcobra Ltd. (Nasdaq: ADHD). Dr. Schwartz received his Ph.D. in organic chemistry in 1978 from the Weizmann Institute of Science, his M.Sc. in organic chemistry from the Technion and his B.Sc. in chemistry and physics from the Hebrew University of Jerusalem. Dr. Schwartz received a second Ph.D. in 2014 from the Hebrew University of Jerusalem in history and philosophy of science.

Dalia Megiddo, M.D.David Domzalski has served as our directorChief Executive Officer since May 2016.  Dr. Megiddo co-founded a number of pharmaceutical companies, including Alcobra Ltd. (Nasdaq: ADHD), Bioblast-Pharma Ltd. (Nasdaq: ORPN) and Chiasma Ltd. (Nasdaq: CHMA). She currently serves as Managing Partner of Expedio Ventures,July 2017. Mr. Domzalski has been with us since April 2014, and previously ran other life science investment funds, including Jerusalem Global Venturesserved as the president of our U.S. subsidiary, Foamix Pharmaceuticals Inc. Previously, Mr. Domzalski was the Vice President of Sales and 7-Health. Dr. Megiddo has been servingMarketing at LEO Pharm Inc. from 2009 to 2013. On January 1, 2018, Mr. Domzalski was also appointed as a directormember of Bioblast-Pharma Ltd. since 2012our board of directors. Mr. Domzalski holds a B.A. in economics and formerly served as a director of Alcobra Ltd.political science from 2013 to 2014. Dr. Megiddo holds an M.D. in Medicine from the Hebrew University of Jerusalem, and is a licensed specialist in family medicine. She also holds an M.B.A. degree from the Kellogg Recanati International School of Business (Tel Aviv University and North Western University).Muhlenberg College, Allentown, Pennsylvania.

Our Board has established an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The Board may establish other committees to facilitate the management of our business. We are required to comply with both the NASDAQNasdaq rules, SEC regulations and the Companies Law regarding the composition of our Board committees. Each committee of the Board that exercises the power of the Board must include only members of the Board.

The composition and functions of our established committees are described below. Members serve on these committees until their resignation or until otherwise determined by our Board.

Our Audit Committee consists of Dr. Stanley Stern, who also serves as chairman of the committee, Mr. Rex Bright, Dr. Dalia Megiddo (who will continue to serve as a member of our board of directors until the Meeting) and Dr. Darrell Rigel. EachMs. Sharon Barbari. The Board has determined that each of the members of our Audit Committee is eligible to be classified as an independent director in accordance with SEC regulations and satisfies the independent director requirements under the NASDAQNasdaq rules. All designated members of our Audit Committee meet the requirements for financial literacy under the applicable NASDAQNasdaq rules and SEC regulations. However, we do not currently haveOur Board has determined that Ms. Barbari is an Audit Committee“audit committee financial expert,” as such term is defined by the SEC. Nevertheless, our Board has determined in its business judgment that our existing committee members have the ability to oversee our financial statements based on their extensive business backgrounds and that Stanley Stern has “financial sophistication” under the NASDAQapplicable SEC rules.

A personal interest“personal interest” under the Companies Law includes an interest of any person in an action or transaction of a company, excluding any interest arising solely from holding the Company’sCompany’s shares, but including the personal interest of the shareholder’ssuch person’s spouse, siblings, parents, grandparents, descendants, spouse’s descendants, siblingssibling, parent, grandparent, descendant, spouse’s descendant, sibling or parentsparent or the spouse of any of such persons, and the personal interest of any entity in which the shareholdersuch person or one of the aforementioned relatives of the shareholdersuch person serves as a director or chief executive officer,Chief Executive Officer, owns 5% or more of such entity’sentity’s outstanding shares or voting rights or has the right to appoint one or more directors or the chief executive officer.Chief Executive Officer. Further, in the case of a person voting by proxy, “personal interest” includes the personal interest of either the proxy holder or the shareholder granting the proxy, whether or not the proxy holder has discretion how to vote.

Under the Israeli Companies Law, an extraordinary transaction is defined as any of the following:

Our Audit Committee may not approve any actions requiring its approval, unless, at the time of the approval, a majority of the committee’scommittee’s members are present, which majority consists of independent directors.

Following the Israeli Companies Regulations (Concessions for Companies Whose Shares are Listed for Trading on a Stock Exchange Abroad), 5760-2000, and the decision of our Board to avail itself of the right to opt out of the requirements concerning the appointment ofWe have a Compensation Committee, under the Israeli Companies Law, the Company is only required to comply with the requirements regarding such appointment under the NASDAQ rules.  Accordingly, the composition and quorum of our Compensation Committee and the nomination of members to such committee are now governed by the regulations of the SEC and the NASDAQ rules.

Our Board has established a Compensation Committee and  adopted a charter setting forth itsthe Compensation Committee’s  roles and responsibilities, which include (a) recommending a compensation policy regarding the terms of engagement of office holders, which is recommended to the Board for approval and subsequently to the shareholders for their approval, in accordance with the Israeli Companies Law, and reviewing such policy from time to time, (b) recommending to the Board periodic updates to the compensation policy and whether the compensation policy should continue in effect every three years; (c) assessing the implementation of the compensation policy; (d) reviewing and approving the granting of options, restricted share units, or RSUs, and other incentive awards to the extent such authority is delegated by the Board; (e) reviewing, evaluating and making recommendations regarding the compensation and benefits for non-executive directors, (f) determining whether to approve and recommend to the Board and shareholders to approve transactions with office holders relating to their terms of compensation, as required pursuant tounder the Israeli Companies Law, (g) determining whether changes to the compensation terms of the Chief Executive Officer of the Company are material and if the changes are required to be brought to the shareholders for approval, (h) overseeing compliance reporting requirements of the SEC, (i) determining whether to recommend to the Board to adopt a share ownership policy for directors and executive officers, and (j) performing such other activities as may be required.

A copy of the Compensation Committee Charter is available on our website at www.foamix.com.

Our compensation committeeCompensation Committee may conduct or authorize investigations into, or studies of, matters within its scope of responsibilities, and may retain or obtain the advice of a compensation consultant, legal counsel or other advisor in its sole discretion. The compensation committeeCompensation Committee is directly responsible for the appointment, compensation and oversight of the work of any compensation consultant, legal counsel or other advisor that it retains, at the expense of the Company. The compensation committeeCompensation Committee may select, or receive advice from, a compensation consultant, legal counsel or other advisor to the compensation committee,Compensation Committee, other than in-house legal counsel, only after conducting an assessment of, and determining, the advisor’sadvisor’s independence, including whether the advisor’sadvisor’s work has raised any questions of independence or conflicts of interest, taking into consideration the Exchange Act, the factors set forth in the NASDAQNasdaq rules and any other factors that the committee deems relevant.

In determining the compensation of the Company’sour Chief Executive Officer and other executive officers, as well as its directors and chairman of the Board for 2017,2018, including bonus amounts and performance criteria, the compensation committeeCompensation Committee retained the services of a U.S.-based compensation consultant, Frederic W. Cook & Co., Inc., or FW Cook, to conduct a comparative survey of the compensation of such office holders. The survey examined the publicly-reported cash and equity compensation of chief executive officersChief Executive Officer and other executive officers, board members and chairs of the board of 21 comparable U.S. and Israeli pharmaceutical and biotechnology companies.

Based on this survey, the Compensation Committee set the cash compensation and cash bonuses of our Chief Executive Officer and each of our other executive officers, and the cash compensation of our directors and chairmanChairman of the Board, within the range of compensation of similarly-situated officer holders, with the specific compensation for each office holder varying across such range in accordance with the committee’scommittee’s evaluation of his or her individual performance.

Frederic W.FW Cook & Co., Inc. did not perform any services for the Companyus other than services for the Compensation Committee. After review and consultation with Frederic W.FW Cook, & Co., Inc., the Compensation Committee determined that there was no conflict of interest resulting from retaining the consultant in fiscal year 2017.2018.

Since we ceased to be a foreign private issuer as of January 1, 2018 and in accordance with NASDAQ rules, we were required to either appoint a nominating and corporate governance committee for the nomination of our directors or have director nominees recommended for appointment by a majority of the Board’s independent directors in a vote in which only independent directors participate. Our Board has opted foradopted a Nominating and Corporate Governance Committee Charter that sets forth the first alternative and has established aresponsibilities of the Nominating and Governance Committee consistent with the rules and adoptedregulations of the SEC and Nasdaq, including (a) assisting in identifying, recruiting and, if appropriate, interviewing candidates to fill positions on the Board, including persons suggested by shareholders or others, (b) establishing procedures to be followed by shareholders in submitting recommendations for Board candidates, if appropriate, (c) reviewing the background and qualifications of individuals being considered as director candidates, while considering the candidate’s experience, skills, expertise, diversity, personal and professional integrity, character, business judgment, time availability in light of other commitments, dedication, conflicts of interest and such other relevant factors that the committee considers appropriate in the context of the needs of the Board, (d) recommending the Board nominees for election by shareholders or appointment by the Board, as the case may be, in a charter setting forth its rolesmanner consistent with the criteria for selecting directors, as established by the Board from time to time, (e) reviewing the suitability for continued service as a director of each Board member, when the term of service of the director expires, and responsibilities.when the director has a change in status (including, but not limited to, an employment change) and recommending whether or not the director should be re-nominated, (f) making recommendations to the Board regarding the size and composition of each committee; and (g) overseeing the performance of the Board as a whole.

Our Nominating and Corporate Governance Committee consists of Dr. Stanley Hirsch, who also serves as chairman of the committee, along with Mr. Stanley Stern and Mr. Rex Bright. Each of the members of our Nominating and Corporate Governance Committee is independent under the NASDAQNasdaq rules.

The committee is responsible for identifyingNominating and making recommendations to the Board regardingCorporate Governance Committee believes that candidates for directorships. In addition,director should have certain minimum qualifications, including the committee is responsible for developing our corporate governance policies, as appropriate, overseeing our corporate governance guidelinesability to read and reportingunderstand basic financial statements, being over 21 years of age and making recommendations tohaving the Board concerning governance matters. The committee shall exercise such other powershighest personal integrity and authority as are set forth in its charter, which is available at www.foamix.com, as well as such other powers and authority as shall from time to time be assigned thereto by resolution of the Board, to the extent permitted by law.

WhileAt this time, the Nominating and Corporate Governance Committee does not have a formal policy or procedure forwith regard to the consideration of director candidates recommended by a shareholder, the same qualitative considerations for Board candidates described above shall apply to the consideration of shareholder nominees that have been properly submitted to the Company, as described under “Shareholder Proposals” below. To date, we have not received any recommendations from shareholders, including recommendations from a shareholder requesting that theshareholders. The Nominating and Corporate Governance Committee consider a candidatebelieves that it is in the best position to identify, review, evaluate and select qualified candidates for inclusion amongBoard membership, based on the committee’s slate of nominees in our proxy statement.comprehensive criteria for Board membership approved by the Board.

In addition, while the Nominating and Corporate Governance Committee does not have a formal policy on director diversity, our independent directors will take into account a broad range of diversity considerations when assessing director candidates, including individual backgrounds and skill sets, professional experiences and other factors that contribute to the Board having an appropriate range of expertise, talents, experiences and viewpoints.

The Board held a total of 8seven meetings in 2017,2018, not including written resolutions that were passed with unanimous consent. The Audit Committee held a total of 4five meetings during 2017, and2018, the Compensation Committee held a total of 5five meetings in 2017.2018 and the Nominating and Corporate Governance Committee held a total of four meetings in 2018. During 2017,2018, each of our directors attended or participated in at least 92%75% of the aggregate of the total number of meetings of the Board and of the committees on which he or she served. It is the Company’s policy to invite directors and nominees for director to attend our annual general meeting. Our 20172018 Annual General Meeting was attended by Dr. Stanley Hirsch, chairman of the Board, who also presided as chairman of the meeting, and by Mr. Ilan Hadar, Chief Financial Officer and Israel Country Manager.

Our Board believes it is in the best interest of the Company to make the determination regarding the separation of the roles of chief executive officerChief Executive Officer and chairmanChairman of the Board based on varied considerations, including the position and direction of the Company and the membership of the Board at any given time. Our Board has determined that having Mr. David Domzalski serve as Chief Executive Officer and Dr. Stanley Hirsch serve as chairmanChairman of the Board is in the best interest of the Company’sCompany’s shareholders at this time. This structure permits Mr. Domzalski to manage our day-to-day operations and Dr. Hirsch to oversee the Board’sBoard’s activities.

The Board oversees our risk exposure and risk management of various parts of the business, including appropriate guidelines and policies to minimize business risks and major financial risks and the steps management has undertaken to control them. In its risk-oversight role, the Board reviews annually our strategic plan, which includes an assessment of potential risks we are facing. While the Board has the ultimate oversight responsibility for the risk management process, various committees of the Board also have responsibility for risk management. In particular, the Audit Committee focuses on financial risk, including internal controls. In addition, in setting compensation, the Compensation Committee strives to create incentives that do not encourage risk-taking behavior that is inconsistent with our business strategy. Each committee regularly reports to the full Board. In addition, key members of management, including the CEO, CFOChief Executive Officer, Chief Financial Officer and General Counsel, report regularly to the Board regarding the Company’sCompany’s compliance with applicable laws and the Company’sCompany’s financial, operational and regulatory controls. In addition, the Board regularly approvesreviews the Company’sCompany’s relevant corporate policies and procedures including the Company’s Code of Business Conduct, Insider Trading Policy, Regulation FD Policy, Whistleblower Policy, Technology/Information Technology Policy, Investment Policy and Signatory Rights Policy.procedures.

We have adopted a Code of Business Conduct and Ethics applicable to all of our directors and employees, including our Chief Executive Officer, Chief Financial Officer, principal accounting officers, or other persons performing similar functions, which is a “code“code of ethics”ethics” as defined in Item 406 of Regulation S-K. The full text of the Code of Business Conduct and Ethics is available on our website at www.foamix.com. Information contained on our website or that can be accessed through the website does not constitute a part of this report and is not incorporated by reference herein. If we make any amendment to the Code of Business Conduct and Ethics or grant any waivers, including any implicit waiver, from a provision of the code of ethics, we will disclose the nature of such amendment or waiver on our website to the extent required by the rules and regulations of the SEC. Under Item 10 of Form 10-K, if a waiver or amendment of the Code of Business Conduct and Ethics applies to our principal executive officer, principal financial officer, principal accounting officer, controller or persons performing similar functions and that relates to any element of the code of ethics definition enumerated in Item 406 of Regulation S-K, we are required to disclose such waiver or amendment on our website.

We provide a process for shareholders to send communications to our Board, any committee of the Board or any individual director, including non-executive directors. Shareholders may communicate with our Board by writing to: Foamix Pharmaceuticals Ltd., Board of Directors, 2 Holzman Street, Weizmann Science Park Rehovot 7670402, Israel. The corporate secretary will forward correspondence to our Board, one of the committees of our Board or an individual director, as the case may be, or, if the secretary determines in accordance with his/her best judgment that the matter can be addressed by management, then to the appropriate executive officer.

OurConsistent with our Amended Compensation Policy, each of our non-executive directors (excluding our Chairman who received compensation as described below), comprising all our directors other than Dr. Stanley Hirsch and then-director Dr. Dov Tamarkin,Mr. David Domzalski, received the following cash compensation for the year ended December 31, 2017:2018:

In appreciation for his many years of service as a member of our Board, and in light of his invaluable contributions to the Company, the Board (following the recommendation of each of the Company’s non-executive directors (whether currently in office or appointedNominating and Corporate Governance Committee and the Compensation Committees) determined to grant Dr. Rigel, subject to shareholder approval: (i) a one-time, cash retirement payment of $50,000 (approximately $1,000 for each month of service as a director), (ii) a waiver from any continued service requirements related to the vesting and expiration of Dr. Rigel’s outstanding options to purchase ordinary shares in the future), withoutCompany, and (iii) the needannual director equity incentive compensation payable for further action or approval with effecthis 2018 service as a director, even though Dr. Rigel resigned from the Board approximately one month prior to the end of the year. As of February 1, 2019, Dr. Rigel owns unvested options to purchase 25,949 of the Company’s ordinary shares.

On February 28, 2019, Dr. Dalia Megiddo resigned from our Board. Her resignation will become effective on and from the date of approval by shareholders. the Meeting. Dr. Megiddo will have served on our Board from May 16, 2016 until the date of the Meeting.

We believe this structure will help alignare proposing that our directors’ interests with thoseshareholders adopt the following resolutions at the Meeting:

“RESOLVED, (a) to approve for Dr. Darrell Rigel: (i) a one-time, cash retirement payment of $50,000 (approximately $1,000 for each month of service as a director), (ii) a waiver from any continued service requirements related to the vesting and expiration of Dr. Rigel’s outstanding options to purchase ordinary shares in the Company, and its shareholders over the long-term and provide a competitive(iii) an award of director equity compensation package for the Company’s directors by providing a significant portion of their compensation in equity.

RESOLVED FURTHER, (b) to approve for Dr. Dalia Megiddo: (i) a one-time, a cash retirement payment of $36,000 (approximately $1,000 for each month of service as a director) and (ii) upa waiver from any continued service requirements related to $150,000 for the chairmanvesting and expiration of Dr. Megiddo’s outstanding options to purchase ordinary shares in the Board.Company.”

ThePursuant to the Companies Law, payments and benefits to a director for service as a Board member is subject to approval by the shareholders.  Therefore, the affirmative vote of the holders of a majority of the shares represented at the Meeting in person or by proxy and voting on each Proposal 3 is required. Abstentions and broker non-votes shall not be taken into account in the voting; therefore, abstentions and broker non-votes shall have no effect on the vote.

THE BOARD AND THE COMPENSATION COMMITTEE RECOMMEND THAT SHAREHOLDERS VOTE “FOR” PROPOSAL 3.4.

Mr. David Domzalski has served as our Chief Executive Officer since July 1, 2017, after serving as the President of our U.S. subsidiary, Foamix Pharmaceuticals Inc., since 2014.  Mr. Domzalski has 25 years of industry experience, previously holding positions as Vice President Sales and Marketing at LEO Pharma Inc. from 2009 to 2013, Senior Vice President and General Manager at Azur Pharma from 2008 to 2009 and Vice President Sales and Marketing at Warner Chilcott from 2003 to 2008.  Since 2014, Mr. Domzalski has played a major role in leading the growth and evolution of the Company, including the Company’sCompany’s successful IPO and subsequent follow-on capital financings, the formation and build-outbuild-up of the Company’sCompany’s U.S. operations and the advancement of two late-stage clinical development programs, – FMX101 for treatment of moderate-to-severe acne and FMX103 for treatment of moderate-to-severe papulopustular rosacea, – botheach of which are currently in Phase III trials.

During 2018, Mr. Domzalski efficiently coordinated athe completion of our third independent Phase III clinical trial for FMX101, which was launched following mixed top-line results from our two initial pivotal Phase III clinical trials. The third Phase III clinical trial for FMX101 was initiated following a Type B meeting with the U.S. Food and Drug Administration, or FDA, in which the Company confirmed that achieving statistically significant results for FMX101 versus vehicle in both co-primary efficacy endpoints in such third trial would likely be sufficient for establishingsupportive of an efficacy claim. Following the completion of our third Phase III clinical trial for FMX101, we recently submitted an NDA to the FDA for FMX101 and expect to submit an NDA for FMX103 mid-year. A recent restructuring of our organization also helped advance key development projects to ensure the efficient advancement of our pipeline. In 2018, Mr. Domzalski also led the efforts to successfully raise over $90 million through equity financing, including a $16 million investment by Orbimed Capital LLC, and a follow-on public offering, in which we raised net proceeds of approximately $75.3 million.

 

In recognitionappreciation of Mr. Domzalski’sDomzalski’s significant contribution to our Company as CEO,Chief Executive Officer, we are seeking shareholder approval, as required under the Israeli Companies Law, of (a) equity incentive awardsan increase in Mr. Domzalski’s annual base salary to be granted to Mr. Domzalski for his service$560,000, effective as CEOof January 1, 2019, as described in 2017, as more fully describeddetail below, and (b) the terms of Mr. Domzalski’sDomzalski’s cash bonus and equity incentive compensation for 2019, as described in more detail below and (c) eligibility for Mr. Domzalski to participate in the Company’s 2019 ESPP, if approved pursuant to Proposal 5.

In November 2018, as more fully described below.

We are asking shareholders to approve the increase in Mr. Domzalski’s annual base salary to $560,000. Mr. Domzalski’s compensation was last increased in mid-2017, and approved by shareholders in November 2017, the shareholders approved compensation for2017. The increase in Mr. Domzalski that wasDomzalski’s annual salary is intended to further align his compensation with those of his peers and to reward Mr. Domzalski for his significant contribution to the Company.

In light of the 2018 FW Cook study results and with Mr. Domzalski’s compensation for 2017 that was approved by the shareholders,successful performance described above, and in view of Mr. Domzalski’sDomzalski’s credentials and capabilities, proven track record and our expectation of his continued contribution which was realized as described above,to the Company, the Compensation Committee and the Board have resolved to approveapproved the following terms of Mr. Domzalski’sDomzalski’s cash bonus and equity incentive grants for his continuing service as CEO to the Company in 2018:2019, subject to the approval of our shareholders:

In respect of the annual target cash bonus payment, the Compensation Committee and the Board have set the following key performance indicators:

Although we are seeking shareholder approval of the cash bonus payments and the equity incentive grants of up to the maximum amounts described above, the receipt of any cash bonus or equity incentive, and the exact amount or number of awards to be paid, shall be determined by the Compensation Committee and the Board in light of the key performance indicators and extraordinary performance terms described above, up to the maximum amount described.

RESOLVED FURTHER, (b) (I) to (a) approve the terms of Mr. Domzalski’sDomzalski’s target cash bonus for the 12-month period commencing on January 1, 20182019 of up to 60% of his base salary (currently, up(up to $264,000)$ $336,000 if the increase in the base salary is approved by our shareholders), subject to achieving the key performance indicators described herein; (b)(II) approve the terms of Mr. Domzalski’sDomzalski’s additional cash bonus for the 12-month period commencing on January 1, 2018,2019, of up to an additional 60% of his base salary (currently, up(up to $264,000)$336,000 if the increase in the base salary is approved by our shareholders), in cases of extraordinary performance; and (c)(III) approve the terms of Mr. Domzalski’sDomzalski’s equity incentive award bonus for the 12-month period commencing on January 1, 2018,2019, up to a maximum amount, on the date of grant, of 0.5% of the Company’sCompany’s issued and outstanding share capital on a fully-diluted basis, in each case, as determined by, and upon further recommendation of, the chairman of the Board and approval ofapproved by the Compensation Committee and the Board.”Board, and

The affirmative vote of the holders of a majority of the shares represented at the Meeting in person or by proxy and voting on each proposalProposal is required.required for its approval. Abstentions and broker non-votes shall not be taken into account in the voting; therefore, abstentions and broker non-votes shall have no effect on the vote.

In addition,Additionally, and in accordance with the Companies Law, each Proposal is also subject to the approval of a special majoritySpecial Majority of the shareholders, which requires that either: (i) the Proposal is approved by a majority of the shares voted on such Proposal by shareholders who are not controlling shareholders and who do not have a personal interest in the Proposal, or (ii) the total number of shares held by such shareholders described above and who voted against the Proposal does not exceed two percent (2%) of the aggregate voting rights in the Company.  For further information on the definition of “controlling shareholder” and “personal interest”, see “Questions and Answers about the 2019 Annual General Meeting of Shareholders – How many votes are required for approval of each of the proposals?”

As part of the special majoritySpecial Majority vote, you must confirm that you are not a controlling shareholder and do not have a personal interest in the approval of the applicable Proposal. If you do not confirm that you do not have personal interest in the proposal, your proxy will not be voted on the ProposalProposals 6(a), 6(b) or 6(c).

THE BOARD AND THE COMPENSATION COMMITTEE RECOMMEND THAT SHAREHOLDERS VOTE “FOR” EACH OF PROPOSALS 4(A)6(A), 6(B) AND 4(B)6(C).

Dr. Dov Tamarkin foundedThe Company’s authorized share capital is currently NIS 14,400,000, consisting of 90,000,000 ordinary shares, par value NIS 0.16 per share. As of February 1, 2019, the Company together with Mr. Meir Einihad approximately 30,192,308 ordinary shares remaining for future issuance, after taking into account the shares issuable under existing options and served asRSUs, including unvested options and RSUs.

The Board believes that it is necessary to increase the Chief Executive Officerauthorized share capital of our Company from January 2003 up until his retirement, which became effective July 1, 2017. He also served as a director on our Board from January 2003 until his resignation on January 1, 2018.

Accordingly, the shareholders are requested to compensate Dr. Tamarkinapprove an increase of the authorized share capital of the Company by an additional NIS 7,200,000 divided into 45,000,000 ordinary shares, following which the Company’s total authorized share capital shall amount to NIS 21,600,000, consisting of 135,000,000 ordinary shares with a par value of NIS 0.16 per share.  The Board has determined the proposed increase in respectthe authorized share capital as described above to be in the best interests of his servicethe Company and its shareholders.

The additional ordinary shares to be authorized by approval of the amendment would have rights identical to the Company as CEO in 2016.  Dr. Tamarkin has not received any equity incentive grants in respect of 2016.

The additional shares may be used for various purposes without further shareholder approval, Dr. Tamarkin will continueincluding raising capital providing equity incentives to receiveemployees, officers or directors; establishing strategic relationships with other companies; expanding the 2016 Equity Incentives, subject to Dr. Tamarkin’s service toCompany’s business or product lines through the acquisition of other businesses or products; and other purposes. The additional ordinary shares that would become available for issuance if the proposal were approved could also be used by the Company as its chief scientific advisor.  Dr. Tamarkin served asto oppose a hostile takeover attempt or to delay or prevent changes in control or management of the Company’s chief scientific advisor fromCompany. Although this proposal to increase the date of his termination as CEO until January 1, 2018.

The affirmative vote of the holders of a majority of the shares represented at the Meeting in person or by proxy and voting on Proposal 5(a)7 is required.

THE BOARD AND THE COMPENSATION COMMITTEE RECOMMENDRECOMMENDS THAT SHAREHOLDERS VOTE “FOR” PROPOSAL 5(A).

At the Meeting, as required under the Israeli Companies Law, we will discuss our consolidated financial statements for the year ended December 31, 2017.2018. The Company’sCompany’s annual consolidated financial statements for the year ended December 31, 2017,2018, which are included in our annual report on Form 10-K/A10-K for the year ended December 31, 2017,2018, are available on our website at www.foamix.com.

The Audit Committee, which composition, roles and responsibilities are described above in the “Audit Committee”“Audit Committee” section under the “Structure“Structure and Practices of the Board of Directors”Directors” heading, has provided the following report. This report relates to the activities undertaken by the Audit Committee in fulfilling such responsibilities.

For clarification, the Company’sCompany’s management is responsible for the preparation and presentation of the Company’sCompany’s financial statements, the effectiveness of internal control over financial reporting and procedures that are reasonably designed to assure compliance with accounting standards and applicable laws and regulations, while the Company’sCompany’s independent registered public accounting firm, Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited (“PwC”),PwC, is responsible for performing an independent audit of the Company’sCompany’s financial statements in accordance with the standards of the U.S. Public Company Accounting Oversight Board. The Audit Committee oversees these activities but does not itself prepare financial statements or perform audits, and its members are not auditors or certifiers of the Company’sCompany’s financial statements or disclosures.

In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed with management the consolidated financial statements for the year ended December 31, 2017.2018. This review included a discussion of the quality and the acceptability of the Company’sCompany’s financial reporting and controls, including the clarity of disclosures in the financial statements.

The Audit Committee also reviewed with PwC, who is responsible for expressing an opinion on the compliance of the Company’sCompany’s consolidated financial statements with applicable accounting principles, its judgments as to the quality and the acceptability of the Company’sCompany’s financial reporting and such other matters required to be discussed with the audit committeeAudit Committee under generally accepted auditing standards in the United States, including the matters required to be discussed by Auditing Standards No. 16, “Communications1301, “Communications with Audit Committees” issuedCommittees” as adopted  by the Public Company Accounting Oversight Board.

The Audit Committee has received the written disclosures and the letter from PwC required by applicable requirements of the Public Company Accounting Oversight Board regarding PwC’sPwC’s communications with the Audit Committee concerning independence, and has discussed with PwC its independence.

Based on the foregoing, the Audit Committee recommended to the Board that the consolidated financial statements for the year ended December 31, 20172018 be included in the Company’sCompany’s Annual Report on Form 10-K which was initially filed on February 27, 2018 and replaced by an amended report on Form 10K/A on March 1, 2018.28, 2019.

The foregoing report is provided by the undersigned members of the Audit Committee:

The following table sets forth certain information with respect to our executive officers as of the date hereof:

David Domzalski has served as our Chief Executive Officer since July 2017. Mr. Domzalski has been with Foamixus since April 2014, and previously served as the Presidentpresident of our U.S. subsidiary, Foamix Pharmaceuticals Inc. (U.S. subsidiary).Previously, Mr. Domzalski was the Vice President of Sales and Marketing at LEO Pharm Inc. from 2009 to 2013. On January 1, 2018, Mr. Domzalski was also appointed as a director tomember of our Board, replacing Dr. Dov Tamarkin.  He has 25 years of industry experience, previously holding positions as Vice President Sales and Marketing at LEO Pharma Inc. from 2009 to 2013, Senior Vice President and General Manager at Azur Pharma from 2008 to 2009, and Vice President Sales and Marketing at Warner Chilcott from 2003 to 2008.Board. Mr. Domzalski holds a B.A. in economics and political science from Muhlenberg College, Allentown, Pennsylvania.

Ilan Hadar has served as our Chief Financial Officer since February 2014 and as thewas also appointed our Israel Country Manager, a position he has held since July 2017. Mr. Hadar has over 20 years of experience in executive financial positions, previously holding positions as Finance Director of the Israeli subsidiary of Pfizer from 2011 to 2013, as Finance Manager, Accounting and Reporting at the Israeli subsidiary of HP from 2007 to 2011, and prior to that as Finance Director of the Israeli subsidiary of BAE Systems. Mr. Hadar holds a B.A. in business administration and economics and an MBAM.B.A. from The Hebrew University of Jerusalem.

Mutya Harschhas served as our General Counsel and Chief Legal Officer since January 2019. She initially joined us in January 2018, and previously served as our General Counsel and Senior Vice President of Legal Affairs sincefrom January 2018.2018 to January 2019. Ms. Harsch has over 1819 years of legal experience, previously holding positions as Special Counsel, Mergers & Acquisitions at Cooley LLP from 2015 to 2017 and as a corporate lawyer at Davis Polk & Wardwell from 2005 to 2015 and from 1999 to 2003, and as Assistant General Counsel at Warner Chilcott from 2003 to 2005.2015. Ms. Harsch received her J.D. and B.A. from the University of California at Berkeley.

Iain Stuart, Ph.D. has served as our Chief Research & Development Officer since January 2019 and previously served as our Senior Vice President of Research & Development sincefrom August 2017 to January 2019 and previously served as our Vice President of Clinical Development sincefrom October 2016.  Dr. Stuart has over 18 years of clinical development scientific affairs experience in multiple therapeutic classes with the last 8 years being focused exclusively in dermatology.2016 to 2017. Prior to joining Foamix,us, Dr. Stuart served asheld several positions, including Vice President of Medical Strategy and Scientific Affairs, at LEO Pharma. PriorPharma, Inc. from 2008 to this, Dr. Stuart served as Director, Clinical Operations – The Americas, also at LEO Pharma.2016. Dr. Stuart holds a Ph.D. from Glasgow Caledonian University in Scotland.

Yohan HazotMatthew Wiley has served as our Vice President of Pharmaceutical DevelopmentChief Commercial Officer since August 2017.November 2018. Mr. HazotWiley has been with Foamix since April 2007, and previously served as the Chief Technology Officer from 2014. Prior to this role, he has held various positions of increasing responsibility in product development and intellectual property, including Director of Pharmaceutical Development. Mr. Hazot holds an MSc in Biochemistry & Biotechnology from the National Institute of Applied Sciences, Lyon, France and is the inventor of several patents in the field of pharmaceutical chemistry.

As a smaller reporting company and as an emerging growth company, or EGC, and as permitted by Title I of the Jumpstart Our Business Startups Act of 2012, or JOBS Act, we have scaled down our disclosure on executive compensation to omit compensation discussion and analysis and certain tables and items that would otherwise be required in a proxy statement on Schedule 14A of a non-EGC issuer.  Such omitted tables and items include, but are not limited to, the table displaying grants of plan-based awards, the table displaying option exercises and vesting, disclosure on CEO pay ratio and disclosure of compensation policies as related to risk management.  Furthermore, our disclosure on compensation focuses only on an individual serving as our principal executive officer or acting in a similar capacity during the last completed fiscal year and the next two most-highly compensated executive officers (and up to two additional individuals no longer serving as executive officers at year-end) (our “named executive officers”).14A.  In addition, for as long as we remain an EGC, we are not subject to certain governance requirements relating to executive compensation such as holding a “say-on-pay”“say-on-pay” and “say-on-golden-parachute”“say-on-golden-parachute” advisory votes.

Our named executive officers for 2017,2018, which consist of our principal executive officer and the next two most highly compensated executive officers (and up to two additional individuals no longer serving as executive officers at year-end), are:

The following table sets forth all of the compensation awarded to, earned by or paid to our named executive officers during 20162017 and 2017.

 

The following table provides information regarding outstanding equity awards held by each of our named executive officers as of December 31, 2017.2018.