Proxy Statement (definitive) (def 14a)

Date : 04/27/2018 @ 6:06PM
Source : Edgar (US Regulatory)
Stock : Acorda Therapeutics, Inc. (ACOR)
Quote : 17.86  -1.11 (-5.85%) @ 8:00PM

Proxy Statement (definitive) (def 14a)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.           )

Filed by the Registrant 

Filed by a Party other than the Registrant 

Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12

ACORDA THERAPEUTICS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

(1)

Title of each class of securities to which transaction applies:

 

 

(2)

Aggregate number of securities to which transaction applies:

 

 

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

(4)

Proposed maximum aggregate value of transaction:

 

 

(5)

Total fee paid:

 

Fee paid previously with preliminary materials.

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

(1)

Amount Previously Paid:

 

 

(2)

Form, Schedule or Registration Statement No.:

 

 

(3)

Filing Party:

 

 

(4)

Date Filed:

 

 


 

ACORDA THERAPEUTICS, INC.

420 Saw Mill River Road, Ardsley, New York 10502

May 1, 2018

Dear Stockholder:

You are cordially invited to attend the 2018 Annual Meeting of Stockholders of Acorda Therapeutics, Inc., which will be held at the Residence Inn by Marriott, 7 Executive Boulevard, Yonkers, New York 10701, commencing at 10:00 a.m., local time, on June 27, 2018.

We are proceeding under the Securities and Exchange Commission rule that allows us to furnish proxy materials to our stockholders over the Internet, although we may choose to send a full set of proxy materials to some of our stockholders. We believe that this electronic proxy process expedites stockholders’ receipt of proxy materials and lowers the costs and reduces the environmental impact of our Annual Meeting.

On or about May 1, 2018, we will commence sending a Notice of Annual Meeting and Internet Availability to our stockholders along with instructions on how to access our 2018 Proxy Statement and Annual Report and authorize a proxy to vote your shares online. The Annual Report is not to be regarded as proxy solicitation material.

Matters to be considered and voted on at the 2018 Annual Meeting are set forth in the Proxy Statement. You are encouraged to carefully review the Proxy Statement and attend the Annual Meeting in person. Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible. If you cannot attend the Annual Meeting in person, please authorize a proxy over the Internet or by telephone as described in the enclosed materials so that your shares will be represented at the Annual Meeting. If you receive a paper copy of the proxy card by mail, you may sign, date and mail the proxy card in the envelope provided. If you attend the Annual Meeting and wish to change your proxy vote, you may do so by voting in person at the Annual Meeting.

We look forward to meeting you on June 27, 2018 and discussing with you the business of our company.

 

Sincerely,

 

Ron Cohen, M.D.

President and Chief Executive Officer

 


 

ACORDA THERAPEUTICS, INC.

420 Saw Mill River Road, Ardsley, New York 10502

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

 

Time and Date :

10:00 a.m., local time, on June 27, 2018

Place :

Residence Inn by Marriott, 7 Executive Boulevard, Yonkers, New York 10701

Items of Business:

(1)

To elect three Class I directors for a term expiring on the date of our 2021 Annual Meeting of Stockholders, or at such time as their successors have been duly elected and qualified.

 

(2)

To approve an amendment to the Acorda Therapeutics, Inc. 2015 Omnibus Incentive Compensation Plan to increase the number of shares authorized thereunder.

 

(3)

To ratify the appointment of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2018.

 

(4)

An advisory vote to approve Named Executive Officer compensation.

 

(5)

To consider such other business as may properly come before the 2018 Annual Meeting of Stockholders (the “2018 Annual Meeting”).

Adjournments and Postponements:

Any action on the items of business described above may be considered at the 2018 Annual Meeting at the time and on the date specified above or at any time and date to which the 2018 Annual Meeting may be properly adjourned or postponed.

Record Date:

You are entitled to vote only if you were a stockholder of Acorda Therapeutics as of the close of business on April 30, 2018.

Meeting Admission:

You are entitled to attend the 2018 Annual Meeting only if you were an Acorda Therapeutics stockholder as of the close of business on the record date or hold a valid proxy for the 2018 Annual Meeting. You will need to present a valid government-issued or other acceptable photo identification for admittance. If you are not a stockholder of record but hold shares through a broker or nominee (i.e., in street name), you will need to provide proof of beneficial ownership as of the record date, such as your most recent account statement dated as of or prior to April 30, 2018, a copy of the voting instruction card provided by your broker, trustee or nominee, or other similar evidence of ownership. If, upon request, you do not provide photo identification or provide the other materials described above, you will not be admitted to the 2018 Annual Meeting. Cameras, recording devices and other similar electronic devices will not be permitted at the meeting.

Voting:

Your vote is very important. Whether or not you plan to attend the 2018 Annual Meeting, we encourage you to read this Proxy Statement and submit your proxy or voting instructions as soon as possible. If you received your proxy materials electronically, you may submit your proxy over the internet or by telephone by following the instructions provided in the Notice of Annual Meeting and Internet Availability. If you receive your proxy materials by mail, you may submit your proxy by completing, signing, dating and returning your proxy card or voting instructions card in the pre-addressed envelope provided. For specific instructions on how to vote, please refer to the “Questions and Answers” section beginning on page 1 of the Proxy Statement.

 

 

By the Order of the Board of Directors

 

 

 

Jane Wasman

President, International, General Counsel and

Corporate Secretary

 

May 1, 2018

 

 


 

TABLE OF CONTENTS

 

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE 2018 ANNUAL MEETING OF STOCKHOLDERS

 

1

PROPOSAL ONE: ELECTION OF DIRECTORS

 

8

Recommendation of the Board of Directors

 

8

Directors Standing for Election for the Term Expiring in 2021 – Class I Directors

 

9

Directors Whose Terms Expire in 2019 – Class II Directors

 

10

Directors Whose Terms Expire in 2020 – Class III Directors

 

10

Corporate Governance Guidelines and Policies

 

12

Board Leadership Structure

 

13

Risk Oversight

 

13

Director Independence

 

14

Attendance at Board, Committee and Stockholder Meetings

 

14

Committees of the Board of Directors

 

15

Director Qualifications and Director Nomination Process

 

18

Stockholder Communication with the Board of Directors

 

20

Board and Committee Fees

 

20

2017 Non-Employee Director Compensation

 

22

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

23

INFORMATION CONCERNING EXECUTIVE OFFICERS

 

28

COMPENSATION COMMITTEE REPORT

 

30

COMPENSATION DISCUSSION AND ANALYSIS

 

30

Our Company

 

30

Our Business Values

 

30

Compensation Philosophy and Objectives

 

31

Setting Executive Compensation

 

31

2017 “Say-on-Pay” Vote

 

32

Our CEO’s Mission and Leadership

 

33

Elements of Compensation

 

34

Stock Ownership Guidelines

 

43

Clawback Policy

 

43

Insider Trading and Anti-Hedging

 

44

Tax and Accounting Considerations

 

44

EXECUTIVE COMPENSATION

 

45

2017 Summary Compensation Table

 

45

Pay Ratio Disclosure

 

46

Award Information for the Year Ended December 31, 2017

 

47

2017 Grants of Plan-Based Awards Table

 

47

Outstanding Equity Awards at December 31, 2017

 

49

2017 Option Exercises and Stock Vested

 

51

Named Executive Officer Employment Agreements

 

51

Named Executive Officer Severance Agreements

 

53

Potential Payments Upon Termination or Change in Control

 

56

Other Compensation

 

57

Compensation and Risk

 

57

Compensation Committee Interlocks and Insider Participation

 

57

Section 16(a) Beneficial Ownership Reporting Compliance

 

57

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

58

AUDIT COMMITTEE REPORT

 

58

PROPOSAL TWO: APPROVAL OF AN AMENDMENT TO THE ACORDA THERAPEUTICS, INC. 2015 OMNIBUS INCENTIVE COMPENSATION PLAN TO INCREASE THE NUMBER OF SHARES AUTHORIZED THEREUNDER

 

59

Overview

 

59

Why are we Asking our Stockholders to Approve an Amendment to the 2015 Plan

 

59

Summary of the 2015 Plan

 

60

Recommendation of the Board of Directors

 

66

i


 

 

 

 

 

 

ii


ACORDA THERAPEUTICS, INC.

PROXY STATEMENT FOR THE

ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 27, 2018

QUESTIONS AND ANSWERS ABOUT

THE PROXY MATERIALS AND THE 2018 ANNUAL MEETING OF STOCKHOLDERS

Q:

Why am I receiving these materials?

A:

The Board of Directors (the “Board”) of Acorda Therapeutics, Inc., a Delaware corporation (which may be referred to in this proxy statement as “we,” “us,” “our,” the “Company” or “Acorda Therapeutics”), is providing these proxy materials to you in connection with our 2018 Annual Meeting of Stockholders (the “2018 Annual Meeting”), which will take place on June 27, 2018. As a stockholder on the Record Date (as defined below), you are invited to attend the 2018 Annual Meeting and are entitled and requested to vote on the items of business described in this proxy statement (the “Proxy Statement”).

Q:

How do I request a paper copy of this Proxy Statement if I have not received one?

A:

As permitted by the Securities and Exchange Commission (the “SEC”), we are delivering our Proxy Statement and Annual Report via the Internet, although we may choose to send a full set of proxy materials to some of our stockholders. The Notice of Annual Meeting and Internet Availability contains instructions on how to access our Proxy Statement and Annual Report and authorize a proxy to vote your shares online or by telephone. If you wish to request a printed or e-mail copy of the Proxy Statement and Annual Report, you should follow the instructions included in the Notice of Annual Meeting and Internet Availability.

Q:

What information is contained in this Proxy Statement?

A:

The information included in this Proxy Statement relates to the proposals to be voted on at the 2018 Annual Meeting, the voting process, the compensation of directors and the most highly paid executive officers, beneficial ownership of the Company’s common stock, and certain other required information.

Q:

What items of business will be voted on at the 2018 Annual Meeting?

A:

The items of business scheduled to be voted on at the 2018 Annual Meeting are:

 

The election of three Class I directors for a term expiring on the date of our 2021 Annual Meeting of Stockholders, or at such time as their successors have been duly elected and qualified.

 

The approval of an amendment to the Acorda Therapeutics, Inc. 2015 Omnibus Incentive Compensation Plan to increase the number of shares authorized thereunder.

 

The ratification of the appointment of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2018.

 

An advisory vote to approve Named Executive Officer compensation, referred to as a “say-on-pay” vote.

We will also consider other business that properly comes before the 2018 Annual Meeting.

 


Q:

How does the Board recommend that I vote?

A:

Our Board recommends that you:

 

Vote your shares “FOR” the nominees to the Board.

 

Vote your shares “FOR” approval of an amendment to the Acorda Therapeutics, Inc. 2015 Omnibus Incentive Compensation Plan to increase the number of shares authorized thereunder.

 

Vote your shares “FOR” the ratification of the appointment of Ernst & Young LLP as our independent auditors for the 2018 fiscal year.

 

Vote your shares “FOR” the advisory say-on-pay vote to approve our Named Executive Officer compensation.

Q:

Who is entitled to vote at the 2018 Annual Meeting?

A:

Only stockholders of record at the close of business on April 30, 2018 are entitled to vote at the 2018 Annual Meeting. We refer to this date as our “Record Date.”

You may vote all shares of Acorda Therapeutics common stock you own as of the Record Date, including (1) shares that are held directly in your name as the stockholder of record, and (2) shares held for you as the beneficial owner through a broker, trustee or other nominee, such as a bank.

On April 25, 2018, we had 47,059,817 shares of common stock issued and outstanding.

Q:

What are the voting rights of the Company’s holders of common stock?

A:

Each outstanding share of the Company’s common stock owned as of the Record Date will be entitled to one vote on each matter considered at the meeting.

Q:

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

A:

Most of our stockholders hold their shares through a broker or other nominee rather than directly in their own name. We have summarized below some of the distinctions between being a stockholder of record and being a beneficial owner:

Stockholder of Record

If your shares are registered directly in your name, or as a joint holder, with our transfer agent, Computershare, you are considered, with respect to those shares, the stockholder of record, and either written proxy materials or a Notice of Annual Meeting and Internet Availability are being sent to you directly by Acorda Therapeutics. As a stockholder of record, you have the right to grant your voting proxy directly to us or to vote in person at the 2018 Annual Meeting.

Beneficial Owner

If your shares are held in a brokerage account or by another nominee, you are considered the beneficial owner of shares held in street name, and the Notice of Annual Meeting and Internet Availability, together with a voting instruction card, are being forwarded to you by your broker or other nominee. As a beneficial owner, you have the right to direct your broker, trustee or nominee how to vote and are also invited to attend the 2018 Annual Meeting.

Since a beneficial owner is not the stockholder of record, you may not vote these shares in person at the meeting unless you obtain a “legal proxy” from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the 2018 Annual Meeting. Your broker, trustee or nominee is responsible for providing voting instructions for you to use in directing the broker, trustee or nominee how to vote your shares.

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Q:

How can I attend the 2018 Annual Meeting?

A:

You are entitled to attend the 2018 Annual Meeting only if you were a stockholder of record of our common stock as of the close of business on the Record Date or you hold a valid proxy for the 2018 Annual Meeting. You will need to present a valid government-issued or other acceptable photo identification for admittance. A list of stockholders eligible to vote at the 2018 Annual Meeting will be available for inspection at the 2018 Annual Meeting and for a period of ten days prior to the 2018 Annual Meeting, during regular business hours, at our principal executive office, which is located at 420 Saw Mill River Road, Ardsley, New York 10502.

If you are not a stockholder of record but hold shares through a broker or nominee (i.e., in street name), you will need to provide proof of beneficial ownership on the Record Date, such as your most recent account statement dated as of or prior to April 30, 2018, a copy of the voting instruction card provided by your broker, trustee or nominee, or other similar evidence of ownership. If, upon request, you do not provide photo identification or the other materials described above, you will not be admitted to the 2018 Annual Meeting. Cameras, recording devices and other similar electronic devices will not be permitted at the meeting.

The 2018 Annual Meeting will begin promptly at 10:00 a.m., local time. Check-in will begin at 9:30 a.m., local time, and you should allow ample time for the check-in procedures.

Even if you plan to attend the 2018 Annual Meeting, we recommend that you also submit your proxy or voting instructions as described above so that your vote will be counted if you later decide not to attend the 2018 Annual Meeting.

Q:

How can I vote?

A:

Whether you hold shares directly as a stockholder of record or beneficially in street name, you may direct how your shares are voted without attending the 2018 Annual Meeting.

Internet:   By accessing the Internet at www.proxyvote.com and following the instructions on the proxy card.

Telephone:   By calling toll-free 1 (800) 690-6903 and following the instructions on the proxy card.

Mail:   If you receive your proxy materials by mail, by signing, dating, and mailing the enclosed proxy card.

If you authorize a proxy to vote your shares over the Internet, you should not return your proxy card. The Notice of Annual Meeting and Internet Availability is not a proxy card or ballot.

Q:

How are my votes cast when I return a proxy card?

A:

When you properly authorize a proxy over the Internet, by telephone or by signing a written proxy, you appoint Dr. Ron Cohen, our President and Chief Executive Officer, and Jane Wasman, our President, International, General Counsel and Corporate Secretary, as your representatives at the 2018 Annual Meeting. Either Dr. Cohen or Ms. Wasman will vote your shares at the 2018 Annual Meeting as you have instructed them in the proxy. Dr. Cohen and Ms. Wasman are also entitled to appoint substitutes to act on their behalf.

Q:

Can I change my vote?

A:

Yes. You may change your vote at any time prior to the vote at the 2018 Annual Meeting. If you are the stockholder of record, you may change your vote by granting a properly authorized new proxy with a later date by mail, telephone or over the Internet (which automatically revokes the earlier proxy), by providing a written notice of revocation to our Corporate Secretary prior to your shares being voted, or by attending the 2018 Annual Meeting and voting in person. For your written notice of revocation to be effective, it must be received by our Corporate Secretary at our principal executive offices no later than June 26, 2018. Attendance at the 2018 Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically so request or you cast a new vote. For shares you hold beneficially in street name, you may change your vote by submitting new voting instructions to your broker, trustee or nominee, or, if you have obtained a legal proxy from your broker, trustee or nominee giving you the right to vote your shares, by attending the 2018 Annual Meeting and voting in person.

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Q:

Who can help answer my questions?

A:

If you have any questions about the 2018 Annual Meeting or how to vote or revoke your proxy, you should contact our communications department at (914) 347-4300. You may also contact them if you need additional copies of this Proxy Statement or voting materials.

Q:

Is my vote confidential?

A:

Proxies, ballots and voting instructions and tabulations that identify individual stockholders will be tabulated by Broadridge Financial Solutions, Inc. (“Broadridge”) and will be handled in a manner that protects your voting privacy. Your vote will not be disclosed either within Acorda Therapeutics or to third parties, except as necessary to meet applicable legal requirements and to allow for the tabulation of votes and certification of the vote.

Q:

How many shares must be present or represented to conduct business at the 2018 Annual Meeting?

A:

The quorum requirement for holding the 2018 Annual Meeting and transacting business is that holders of a majority of shares of Acorda Therapeutics’ common stock entitled to vote must be present in person or represented by proxy at the 2018 Annual Meeting. Both abstentions and broker non-votes, which are explained below under “ what is a broker non-vote? ”, are counted for the purpose of determining the presence of a quorum.

Q:

What if a quorum is not present at the 2018 Annual Meeting?

A:

If a quorum is not present or represented at the 2018 Annual Meeting, the stockholders present or represented at the meeting and entitled to vote, although less than a quorum, or if no stockholder is present, any officer entitled to preside or to act as secretary of such meeting, may adjourn the 2018 Annual Meeting until a quorum is present or represented. The time and place of the adjourned meeting will be announced at the time the adjournment is taken and no other notice will be given, unless the adjournment is for 30 or more days from the date of the original meeting or a new record date is set for the adjourned meeting.

Q:

What vote is required to approve each of the proposals and how are votes counted?

A:

In the election of the directors, you may vote “FOR ALL” nominees, you may “WITHHOLD ALL” authority to vote for the nominees or you may vote “FOR ALL EXCEPT” which allows you to withhold the authority to vote with respect to a particular nominee. A properly executed proxy marked “FOR ALL EXCEPT” will not be voted with respect to the nominee that you indicate, although it will be counted for purposes of determining whether there is a quorum. The affirmative vote of a plurality of the shares of common stock present in person or represented by proxy and entitled to vote at the 2018 Annual Meeting is required to elect the three nominees to the Board. Accordingly, the nominees receiving the highest number of “FOR” votes at the 2018 Annual Meeting will be elected as directors. However, our Bylaws incorporate a majority voting standard in uncontested elections of directors. This is an uncontested election of directors because the number of director nominees does not exceed the number of directors to be elected. As further described below under Proposal One, a director who is elected by a plurality vote in an uncontested election but who receives a greater number of “WITHHELD” votes than “FOR” votes must tender his or her resignation to the Board, which will consider whether to accept the resignation. Abstentions and broker non-votes are not considered votes “FOR” any candidate or as a “WITHHELD” vote and therefore will not affect the outcome of this proposal.

For the approval of the proposed amendment to the Acorda Therapeutics, Inc. 2015 Omnibus Incentive Compensation Plan, the ratification of the appointment of Ernst & Young LLP as our independent auditors for the 2018 fiscal year, and the advisory say-on-pay vote to approve our Named Executive Officer compensation, you may vote “FOR” or “AGAINST” any or all of these proposals or you may “ABSTAIN” from the vote. The affirmative vote of a majority of the shares of common stock present in person or represented by proxy and voting at the 2018 Annual Meeting is required for approval of these matters. Because abstentions and broker non-votes are not considered votes “FOR” or “AGAINST” a proposal, they will have no effect on the outcome of these proposals.

If you provide specific instructions with regard to certain items, your shares will be voted as you instruct on such items. If no instructions are specified, your shares will be voted in accordance with the recommendations of the Board as described above under “ How does the Board recommend that I vote? ” with respect to the four proposals

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described in this Proxy Statement and in the discretion of the proxy h olders on any other matters that properly come before the 2018 Annual Meeting.

Q:

What is a broker non-vote?

A:

If you hold shares beneficially in street name and do not provide your broker with voting instructions, your shares may constitute “broker non-votes.” Generally, broker non-votes occur on a matter when a broker is not permitted to vote on that matter without instructions from the beneficial owner and such instructions are not given. Under the rules that govern brokers, brokers have the discretion to vote on routine matters, but not on non-routine matters. The ratification of the appointment of the Company’s independent auditors is a matter considered routine under applicable rules, and your broker is allowed to vote your shares on your behalf in its discretion without instructions from you. Non-routine matters include the election of directors, the vote to approve the proposed amendment to the Acorda Therapeutics, Inc. 2015 Omnibus Incentive Compensation Plan, and the advisory say-on-pay vote. Accordingly, if you hold your shares in street name and you want your shares voted on these matters, it is critical that you provide voting instructions to your broker. We encourage you to provide voting instructions to the organization that holds your shares in order to minimize the number of broker non-votes.

In tabulating the voting result for any particular proposal, shares that constitute broker non-votes are not considered entitled to vote on that proposal and they are also not considered affirmative or negative votes on any proposal. Thus, broker non-votes will not affect the outcome of any matter being voted on at the 2018 Annual Meeting.

Q:

What happens if a nominee is unable to stand for election?

A:

If a nominee is unable to stand for election, the Board may either reduce the number of directors to be elected or substitute a nominee. If a substitute nominee is selected, the proxy holders, Dr. Cohen and Ms. Wasman, will vote your shares for the substitute nominee, unless you have withheld authority.

Q:

What happens if additional matters are presented at the 2018 Annual Meeting?

A:

Other than the four items of business described in this Proxy Statement, we are not aware of any other business to be acted upon at the 2018 Annual Meeting. If you grant a proxy, the persons named as proxyholders, Dr. Cohen and Ms. Wasman, will have the discretion to vote your shares on any additional matters properly presented for a vote at the 2018 Annual Meeting.

Q:

Who will serve as inspector of elections?

A:

Broadridge will tabulate votes and a representative of Broadridge will act as inspector of elections.

Q:

What does it mean if I receive more than one Notice of Annual Meeting and Internet Availability and/or set of written proxy materials?

A:

If you receive more than one Notice of Annual Meeting and Internet Availability, and/or more than one set of written proxy materials, it means your shares are not all registered or held in the same way (for example, some are registered in your name and others are registered jointly with a spouse) and are in more than one account. In order to ensure that you vote all of the shares that you are entitled to vote, you should authorize a proxy to vote all proxy cards to which you are provided access. Similarly, for all shares you hold in street name, you should follow the voting instructions provided by each broker, trustee or nominee for the shares held on your behalf by that broker, trustee or nominee.

Q:

Who will bear the cost of soliciting votes for the 2018 Annual Meeting?

A:

Acorda Therapeutics is making this solicitation and will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials and soliciting votes. In addition to the mailing of these proxy materials, the solicitation of proxies or votes may be made in person, by telephone or by electronic communication by our directors, officers and employees. These individuals will not receive any additional compensation for such solicitation activities. Acorda Therapeutics may, if appropriate, retain an independent proxy solicitation firm to assist in soliciting proxies. If Acorda Therapeutics does retain a proxy solicitation firm, Acorda Therapeutics would

5


pay such firm’s customary fees and expenses. Upon request, we will also reimburse brokerage houses and other custodians, nominees and fiduciaries for forwarding proxy materials to stockholders.

Q:

Where can I find the voting results of the 2018 Annual Meeting?

A:

We intend to announce preliminary voting results at the 2018 Annual Meeting, and after the meeting we will publish final results in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission.

Q:

What if I have questions for Acorda Therapeutics’ transfer agent?

A:

Please contact our transfer agent, at the phone number or address listed below, if you are a registered stockholder and have questions concerning stock certificates, transfers or ownership or other matters pertaining to your stock account.

Computershare

P.O. Box 505000

Louisville, KY  40233-5000

Overnight correspondence:

Computershare

462 South 4 th Street

Suite 1600

Louisville, KY  40202

Telephone: (800) 368-5948

Also, the Computershare shareholder website can be accessed at www.computershare.com/investor.

Q:

What is the deadline for submitting proposals for inclusion in Acorda Therapeutics’ proxy statement for the 2019 Annual Meeting of Stockholders?

A:

Pursuant to Securities and Exchange Commission Rule 14a-8 under the Securities Exchange Act of 1934, as amended, stockholders may present proper proposals for inclusion in our proxy statement relating to, and for consideration at, the 2019 Annual Meeting of Stockholders, by submitting their proposals to us no later than January 1, 2019. This deadline is determined under Rule 14a-8 and represents the 120 th  day prior to the anniversary of the date we intend to commence distribution of this Proxy Statement to shareholders. Any proposal so submitted must comply with the rules and eligibility requirements of the Securities and Exchange Commission.

More information on how to submit proposals is set forth below under Requirements, Including Deadlines, for Submission of Proxy Proposals, Nomination of Directors and Other Business of Stockholders in the Additional Information section at the end of this Proxy Statement.

Q:

What is the deadline for submitting proposals to be presented on the floor of the 2019 Annual Meeting of Stockholders and not in Acorda Therapeutics’ proxy statement or to nominate individuals to serve as directors?

A:

Under our Bylaws, a stockholder may nominate a director or submit a proposal for consideration at an annual meeting by giving timely notice to Acorda Therapeutics. To be timely, that notice must contain information specified in our Bylaws and be received by us at our principal executive office at 420 Saw Mill River Road, Ardsley, New York 10502, not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting. If, however, the date of the annual meeting is advanced by more than 20 days, or delayed by more than 60 days, from the first anniversary of the preceding year’s annual meeting, a stockholder’s notice must be received not earlier than the 120 th day prior to such annual meeting and not later than the close of business on the later of the 90 th day prior to such annual meeting and the tenth day following the day on which notice of the date of such annual meeting was mailed or public disclosure of the date of such annual meeting was made. Therefore, we must receive your nomination or proposal no sooner than February 27, 2019, and no later than March 29, 2019, unless the date of the 2019 Annual Meeting of Stockholders is advanced by more than 20 days, or delayed by more than 60 days, from the first anniversary of the 2018 Annual Meeting.

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More information on how to submit proposals is set forth below under Requirements, Including Deadlines , for Submission of Proxy Proposals, Nomination of Directors and Other Business of Stockholders in the Additional Information section at the en d of this Proxy Statement. You may contact the Corporate Secretary of Acorda Therapeutics, at our principal executive office, for a copy of the relevant provisions of our Bylaws regarding the requirements for making stockholder proposals and nominating dir ector candidates.

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PROPOSA L ONE:

ELECTION OF DIRECTORS

Our Board of Directors currently consists of nine members and is divided into three classes. Each class holds office for a term of three years. These classes currently consist of authorized members in each of Classes I, II and III, whose terms expire at the 2018, 2019, and 2020 Annual Meetings of Stockholders, respectively.

This year’s nominees for director, Barry Greene, Ian Smith and Catherine D. Strader, Ph.D., have been nominated by the Board as Class I directors for a term of three years expiring on the date of our 2021 Annual Meeting of Stockholders or at such time as their respective successors are duly elected and qualified. Mr. Greene, Mr. Smith and Dr. Strader are currently directors of the Company. Proxies cannot be voted for a greater number of persons than the number of nominees named above.

If any of those candidates should become unavailable for election, the shares represented by the proxies solicited for the 2018 Annual Meeting will be voted for such substitute nominee as may be determined by the Board. The Board has no reason to expect that Mr. Greene, Mr. Smith and Dr. Strader will not be a candidate for director at the 2018 Annual Meeting. In voting for directors, for each share of common stock held as of the Record Date, stockholders are entitled to cast one vote in favor of the candidate, or to withhold authority from voting for the candidate. Unless a stockholder requests that voting of the proxy be withheld for the nominee for director by so directing on the proxy card, the shares represented by the accompanying proxy will be voted “FOR” the election of Mr. Greene, Mr. Smith and Dr. Strader.

The election of a director requires the affirmative vote of a plurality of the shares of common stock present or represented and entitled to vote at the 2018 Annual Meeting. However, our Bylaws incorporate a majority voting standard in uncontested elections of directors. This is an uncontested election of directors because the number of nominees does not exceed the number of directors to be elected. Under our amended Bylaws, in the case of uncontested elections, a nominee who is elected but receives a greater number of “WITHHELD” votes than “FOR” votes will be required to tender his or her resignation following certification of the stockholder vote. Promptly thereafter, the Nominations and Governance Committee of the Board will consider the resignation and range of possible responses and make a recommendation to the Board, which will then act on the recommendation within 90 days after the certification of the stockholder vote. Nominees who tender their resignation will not be permitted to participate in the Nominations and Governance Committee or Board discussions regarding the stockholder vote or the resignation. We will disclose the Board’s decision-making process and decision regarding whether to accept the nominee’s resignation (and the reasons for rejecting a resignation, if applicable) in a Current Report on Form 8-K filed with the Securities and Exchange Commission, promptly following such decision.

Certain information concerning the nominees and those directors whose terms of office will continue following the 2018 Annual Meeting is set forth below.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” ALL NOMINEES IN PROPOSAL ONE.

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The following table sets forth information as of April 27, 2018 with respect to our directors and nominees for election at the 2018 Annual Meeting.

 

Name

 

Age

 

Position(s)

Ron Cohen, M.D.

 

62

 

President, Chief Executive Officer, and Director

Barry Greene (3) (5)

 

54

 

Director and Nominee

Peder K. Jensen, M.D. (1) (5) (6)

 

63

 

Director

John P. Kelley (3) (5)

 

64

 

Director

Sandra Panem, Ph.D. (1) (3) (6)

 

71

 

Director

Lorin J. Randall (2) (4)

 

74

 

Director

Steven M. Rauscher (1) (2)

 

64

 

Director

Ian Smith (2) (4)

 

52

 

Director and Nominee

Catherine D. Strader, Ph.D. (4) (6)

 

64

 

Director and Nominee

__________________________

(1)

Member of our Compliance Committee.

(2)

Member of our Audit Committee.

(3)

Member of our Compensation Committee.

(4)

Member of our Nominations and Governance Committee.

(5)

Member of our Ad Hoc Business Development Committee.

(6)

Member of our Research and Development C ommittee.

Directors Standing for Election for the Term Expiring in 2021—Class I Directors

Barry Greene has been a member of our Board since January 2007. Mr. Greene currently serves as President and Chief Operating Officer of Alnylam Pharmaceuticals, Inc. Mr. Greene joined Alnylam in September 2003, bringing over 15 years of experience in the healthcare industry and in consulting. Prior to Alnylam, he was General Manager of Oncology at Millennium Pharmaceuticals, Inc., where he led the company’s global strategy and execution for its oncology business, including strategic business direction and execution, culminating in the successful approval and launch of VELCADE (bortezomib) in mid-2003. Prior to joining Millennium in February 2001, Mr. Greene served as Executive Vice President and Chief Business Officer for Mediconsult.com. Prior to Mediconsult.com, Mr. Greene’s past experiences included being Vice President of Marketing and Customer Services for AstraZeneca (formerly AstraMerck); Vice President Strategic Integration with responsibility for the AstraZeneca North American post-merger integration; and partner of Andersen Consulting, responsible for the pharmaceutical/biotechnology marketing and sales practice. He is currently Lead Director of the board of directors of Karyopharm Therapeutics Inc., where he serves as Chair of the Compensation Committee, and a member of the Compliance Committee. Mr. Greene received his B.S. in Industrial Engineering from the University of Pittsburgh and serves as a Senior Scholar at Duke University, Fuqua School of Business. Mr. Greene brings to our Board extensive experience in the healthcare industry as well as practical experience guiding new drugs through the commercialization process. Based on this experience, Mr. Greene serves as Chair of our Ad Hoc Business Development Committee.

Ian Smith has been a member of our Board since February 2007. Mr. Smith currently serves as Executive Vice President and Chief Operating Officer of Vertex Pharmaceuticals Incorporated, a position he has held since January 2017. Prior to that, from February 2006 to January 2017 he served as Executive Vice President and Chief Financial Officer. From November 2003 to February 2006, he was Senior Vice President and Chief Financial Officer, and from October 2001 to November 2003, he served as Vice President and Chief Financial Officer, at Vertex. From 1999 to 2001, Mr. Smith served as a partner in the Life Science and Technology Practice Group of Ernst & Young LLP. Mr. Smith initially joined Ernst & Young’s U.K. firm in 1987, and then joined its Boston office in 1995. Mr. Smith currently is a member of the board of directors of Infinity Pharmaceuticals, Inc., where he serves as Chair of the Audit Committee. Previously, Mr. Smith was a member of the board of Ophthotech Corporation. Mr. Smith holds a B.A. in accounting and finance from Manchester Metropolitan University, U.K., is a member of the American Institute of Certified Public Accountants and is a Chartered Accountant of England and Wales. Mr. Smith has extensive global financial and accounting experience and possesses an understanding of financial matters and the preparation and analysis of financial statements. The Board has determined that

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Mr. Smith qualifies as an audit committee financial expert. B ased on his extensive financial experience, Mr. Smith serves as Chair of our Audit Committee.

Catherine D. Strader, Ph.D., has been a member of our Board of Directors since February 2017. Dr. Strader is a partner at Synergy Partners R&D Solutions, a consultancy network co-founded by Dr. Strader in 2014 which advises biotechnology companies on research and development strategies. Prior to co-founding Synergy Partners, Dr. Strader worked for Merck Research Laboratories, as Vice President and Site Head from 2009 to 2011, and as Vice President, External Basic Research from 2007 to 2009. Prior to that, Dr. Strader held leadership positions at Schering-Plough Corporation before Schering-Plough was acquired by Merck in 2009, including Senior Vice President, Science and Technology in 2007, and Chief Scientific Officer from 2006 to 2007. Prior to that, Dr. Strader was Executive Vice President, Discovery Research from 2002 to 2007, and Vice President, CNS, Cardiovascular and Genomics Research from 1995 to 2001 at Schering-Plough Research Institute. Dr. Strader has guided more than 50 compounds through drug discovery and development during her career. Dr. Strader received a B.S. in Chemistry from the University of Virginia and a Ph.D. in Chemistry from the California Institute of Technology, followed by a Howard Hughes postdoctoral fellowship at Duke University. Dr. Strader is the author of more than 150 scientific publications. Dr. Strader’s extensive pharmaceutical research and development experience, combined with her specific knowledge of neuroscience, makes her well positioned to provide advice and guidance to the Company on its research and development programs.

Directors Whose Terms Expire in 2019—Class II Directors

Peder K. Jensen, M.D., has been a member of our Board of Directors since April 2011. Dr. Jensen is currently president of Bay Way Consultants, LLC, a consulting firm founded by Dr. Jensen in 2010 that advises pharmaceutical and biotechnology companies. Dr. Jensen’s experience includes over 20 years with Schering-Plough Corporation, a global pharmaceutical company, and then Merck & Co., Inc. after the merger of Schering-Plough with Merck in 2009. During his tenure at Schering-Plough/Merck, Dr. Jensen held a number of global senior research and development positions, including Vice President Clinical Research, SPRI, Executive Vice President Worldwide Drug Development, SPRI, and most recently Corporate Senior Vice President, and General Manager, R&D for Japan and Asia/Pacific from 2006 to 2010. Dr. Jensen has more than 25 years of global drug development experience across a variety of therapeutic areas, including neurology, cardiovascular, anti-infective, oncology and immunology. Over the course of his career, Dr. Jensen has been responsible for more than 40 new drug approvals worldwide, including in the U.S., Europe and Japan. Dr. Jensen is currently a member of the board of directors of Five Prime Therapeutics, Inc., where he serves as Chair of the Nominating and Corporate Governance Committee, a member of the Compensation and Management Development Committee, and a member of the Research and Development Committee. Dr. Jensen previously was a member of the board of directors of BioCryst Pharmaceuticals, Inc. Dr. Jensen received his M.D. from the University of Copenhagen. Dr. Jensen’s extensive global pharmaceutical experience, combined with his specific knowledge in developing new and innovative medical treatments in many different therapeutic areas, including neurology, makes him well positioned to provide advice and guidance to the Company on its research and development programs. Based on this experience, Dr. Jensen serves as Chair of our Research and Development Committee.

John P. Kelley has been a member of our Board of Directors since December 2008. From November 2013 to April 2017, Mr. Kelley was Chief Executive Officer of Tenax Therapeutics, Inc. (formerly named Oxygen Biotherapeutics, Inc.), a company that focuses on developing products for the critical care market, where he also served as a member of the board of directors. From 2011 to 2013, Mr. Kelley was President, Chief Executive Officer, and a director of Phyxius Pharma, Inc., a privately-held development stage pharmaceutical company co-founded by Mr. Kelley in 2011 focused on developing products for use in acute care settings. Mr. Kelley became Chief Executive Officer of Tenax Therapeutics when it acquired Phyxius Pharma in 2013. Previously, Mr. Kelley was the President and Chief Operating Officer of The Medicines Company, a pharmaceutical company providing acute care hospital products worldwide, from 2004 to 2009. He also served on The Medicines Company’s board of directors from 2005 to 2009. From 2000 to 2004, Mr. Kelley held a series of positions at Aventis, a global pharmaceutical company, including Senior Vice President, Global Marketing and Medical, where he was accountable for worldwide brand management. Prior to the formation of Aventis, he held a series of positions at Hoechst Marion Roussel, Inc., a life sciences firm focused on pharmaceuticals, including, from 1998 to 1999, Vice President, Commercial Director, U.S. and, from 1995 to 1998, Vice President of Marketing. Mr. Kelley received a B.A. from Wilkes University and an M.B.A. from Rockhurst University. Mr. Kelley’s extensive knowledge of the pharmaceutical industry as well as his operations and marketing experience make him well positioned to provide advice and guidance to the Company at this stage of its development. The Board has determined that Mr. Kelley qualifies as an audit committee financial expert. Based on his public company and broad corporate experience, Mr. Kelley serves as Chair of our Compensation Committee.

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Sandra Panem, Ph.D., has been a member of our Board since 1998. She is currently a partner at Cross Atlantic Partners , which she joined in 2000. She is also currently President of NeuroNetworks Fund, a not-for-profit venture capital fund focusing on neurodisorders which she co-founded in December 2014. From 1994 to 1999, Dr. Panem was President of Vector Fund Management, the then asset management affiliate of Vector Securities International. Prior thereto, Dr. Panem served as Vice President and Portfolio Manager for the Oppenheimer Global BioTech Fund, a mutual fund that invested in public and private biotechnology compan ies. Previously, she was Vice President at Salomon Brothers Venture Capital, a fund focused on early and later-stage life sciences and technology investments. Dr. Panem was also a Science and Public Policy Fellow in economic studies at the Brookings Instit ution, and an Assistant Professor of Pathology at the University of Chicago. She received a B.S. in biochemistry and a Ph.D. in microbiology from the University of Chicago. Dr. Panem currently serves on the boards of directors of Labcyte, Inc. and BioLineR x Ltd. Dr. Panem’s experience investing in life sciences companies, and her long-standing relationship with the Company as a Board representative of one of its earliest investors, provides historical perspective on the Company and the life sciences industr y.

Directors Whose Terms Expires in 2020—Class III Directors

Ron Cohen, M.D., has served as our President and Chief Executive Officer since he founded the Company in 1995. Dr. Cohen previously was a principal in the startup of Advanced Tissue Sciences, Inc., a biotechnology company engaged in the growth of human organ tissues for transplantation. Dr. Cohen received his B.A. with honors in Psychology from Princeton University, and his M.D. from the Columbia College of Physicians & Surgeons. He completed his residency in Internal Medicine at the University of Virginia Medical Center, and is Board Certified in Internal Medicine. Dr. Cohen currently serves on the board of directors of VBL Therapeutics. In addition, within the last five years, he previously served on the board of directors of Dyax Corp. Dr. Cohen previously was a Director and Chairman of NewYork BIO. He currently serves as Chair of the board of the Biotechnology Industry Organization (BIO). He also serves as a member of the Columbia-Presbyterian Health Sciences Advisory Council and was awarded Columbia University’s Alumni Medal for Distinguished Service. In 2010, Dr. Cohen was named NeuroInvestment’s (now called NeuroPerspective) CEO of the Year and in 2009 he was recognized by PharmaVoice Magazine as one of the 100 Most Inspirational People in the Biopharmaceutical Industry. Dr. Cohen is a recipient of the Ernst & Young Entrepreneur of the Year Award for the New York Metropolitan Region, and an inductee into the National Spinal Cord Injury Association’s “Spinal Cord Injury Hall of Fame.” In 2010, Dr. Cohen was recognized by NewYork BIO as its "The Cure Starts Here" Business Leader of the Year. Dr. Cohen is the principal strategist in the Company’s commitment to being a fully-integrated biopharmaceutical company that is a leading innovator in neurology. His extensive knowledge of the Company and its history provides our Board with valuable perspectives to advance our business and the interests of our stockholders.

Lorin J. Randall has been a member of our Board since January 2006. Mr. Randall, a financial consultant, was Senior Vice President and Chief Financial Officer of Eximias Pharmaceutical Corporation, a development-stage drug development company, from 2004 to 2006. From 2002 to 2004, Mr. Randall served as Senior Vice President and Chief Financial Officer of i-STAT Corporation, a publicly-traded manufacturer of medical diagnostic devices that was acquired by Abbott Laboratories in 2004. From 1995 to 2001, Mr. Randall was Vice President and Chief Financial Officer of CFM Technologies, Inc., a publicly-traded manufacturer of semiconductor manufacturing equipment. He currently serves on the boards of directors of Athersys, Inc. where he serves as Chairman of the Audit Committee and Chairman of the Compensation Committee, and Aurinia Pharmaceuticals Inc. where he serves as Chairman of the Audit Committee and Lead Independent Director. In addition, within the last five years, he previously served on the boards of directors of Nanosphere, Inc. and Tengion, Inc. Mr. Randall received a B.S. in accounting from The Pennsylvania State University and an M.B.A. from Northeastern University. As a former Chief Financial Officer of a number of publicly-traded companies, Mr. Randall possesses financial acumen acquired through working experience, including an understanding of financial matters and the preparation and analysis of financial statements. The Board has determined that Mr. Randall qualifies as an audit committee financial expert. Also, based on his broad industry and corporate experience, Mr. Randall serves as Chair of our Nominations and Governance Committee.

Steven M. Rauscher has been a member of our Board since March 2005. He is Founder & Principal of BioPharm Physicians, LLC, a life sciences recruiting partnership formed in 2010, focusing on senior physician executives for biotech, pharmaceutical and medical device companies. Previously, he was President and Chief Executive Officer of Oscient Pharmaceuticals Corporation, a commercial stage biopharmaceutical company, from 2000 to 2009. He joined Oscient in 2000 having served as a member of the Board of Directors since 1993. Previously, Mr. Rauscher was Chief Executive Officer of AmericasDoctor, a company providing clinical research services to the pharmaceutical industry. Prior to AmericasDoctor, he held a number of leadership positions at Abbott Laboratories, including Vice President of Corporate Licensing, Vice President of Business Development, International Division and Vice President of Sales, U.S. Pharmaceuticals. Mr. Rauscher received a B.S. from Indiana University and an M.B.A. from the University of Chicago. Having served as a Chief Executive

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Officer of a commercial stage biopharmaceutical company as well as in other executive roles in a variety of companies in our industry, Mr. Rauscher brings to our Board leadership skills and expertise in managing the challenges of a biopharmaceutical company. Based on his management and operational experience and expertise in the pharmaceutical industry, Mr. Raus cher serves as the Chair of our Compliance Committee and oversees the non-financial governance and risk management processes of the Company.

Corporate Governance Guidelines and Policies

The Board regularly evaluates all aspects of our corporate governance principles and practices, taking into consideration, among other things, recommended best practices, developing trends and practices among public companies generally as well as those at our peer companies, and investor input.

Corporate Governance Guidelines . In 2014, the Board adopted Corporate Governance Guidelines to formally document certain Company governance principles and practices, and also to establish new governance principles and practices in furtherance of sound corporate governance. The Guidelines cover, among other topics, director qualification and selection, the roles and responsibilities of the Board, Board and committee composition and performance, director access to management, Board and committee meeting procedures, director compensation and director and management stock ownership, leadership development, and confidential stockholder voting. The Guidelines were adopted to assist the Board in the exercise of its responsibilities, and also to increase transparency into our corporate governance. The Guidelines are intended to be a component of the framework within which the Board, assisted by its committees, establishes broad corporate policies, sets the Company’s strategic direction, and oversees management’s day-to-day operation of the Company’s business. These Guidelines are available on our website, www.acorda.com , under “Investors – Corporate Governance.” Certain important aspects of the Guidelines are described below in this Proxy Statement.

Stock Ownership Guidelines . In 2014, our Compensation Committee recommended and our Board adopted Officer and Director Stock Ownership Guidelines. The purpose of the Guidelines is to encourage ownership of the Company’s common stock, promote the alignment of the long-term interests of the Company’s executive officers and directors with the long-term interests of the Company’s stockholders, and further promote our commitment to sound corporate governance. The Guidelines are applicable to our executive officers, such other executives as may be designated by our Chief Executive Officer, and our non-management directors. Under the Guidelines, covered officers and directors must acquire ownership of shares of our common stock with a minimum specified value by a specified deadline. The target common stock ownership level for our President and Chief Executive Officer, who is one of our directors, is four times (4x) his annual base salary, the target stock ownership level for our other executive officers is two times (2x) their annual base salary, and the target common stock ownership level for our non-management directors is three times (3x) their annual base cash retainer. Under these Guidelines, the compliance deadline for all of our current executive officers and directors is December 31, 2018 or later. These Guidelines are discussed in further detail below in the Compensation Discussion and Analysis section of this Proxy Statement.

Clawback Policy . In 2014, our Board of Directors adopted a Clawback Policy. The policy provides that certain incentive compensation is recoverable from an executive officer if the Company is required to restate financial statements due to misconduct of that executive officer that significantly contributes to the need for the restatement. Generally, “incentive compensation” under the policy includes compensation in any form (e.g., cash or equity compensation) that is paid or awarded or which vests in whole or in part based on the achievement of specific financial targets or goals. The policy is applicable to incentive compensation awarded at the time of or after adoption of the policy in 2014. This Policy is discussed in further detail below in the Compensation Discussion and Analysis section of this Proxy Statement.

Removal of “Single Trigger” Provision from Employment Agreement Form . In 2013, the Board and the Compensation Committee reviewed our form of employment agreement for executive officers, and they made the decision to remove a so-called “single trigger” equity acceleration provision from the form. Pursuant to this provision, which remains in employment agreements with certain of our executive officers, the vesting of equity awards would accelerate upon certain change in control and other transactions referred to as “reorganization events” in our 2006 Employee Incentive Plan regardless of whether employment is terminated. Our employment agreements entered into with executive officers since 2013, including with Andrew Hindman, our Chief Business Officer, and Burkhard Blank, M.D., our Chief Medical Officer, exclude this single-trigger provision. The Board and the Compensation Committee intend that removal of the single trigger equity acceleration provision will also be carried through to any employment agreements that we enter into in the future with executive officers.

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Board Leader sh ip Structure

The Board has not appointed any director to the position of Chair of the Board nor has it appointed a lead independent director. Under the Corporate Governance Guidelines and the Nominations and Governance Committee Charter, the Board and the Nominations and Governance Committee are responsible for evaluating our leadership structure at least annually with the goal of optimizing Board performance and following sound corporate governance practices. They carefully consider, based on then-current facts and circumstances, whether to select an independent director to serve as Chair; if there is a Chair, whether the positions of Chair of the Board and the Chief Executive Officer should be held by the same person or by different persons; and in the absence of an independent director serving as Chair, whether an independent lead director should be appointed. This review of the Board leadership structure is conducted in conjunction with a broadly-scoped annual self-assessment of performance and effectiveness of the Board and all of its committees, which is managed by the Nominations and Governance Committee under its charter and our Corporate Governance Guidelines. Based on the most recent review of the leadership structure and the Board and committee self-assessment, the Board and the Nominations and Governance Committee continue to believe that the current structure is the most appropriate leadership structure for the Board and our Company as we seek to build stockholder value by continuing to grow as a fully-integrated biopharmaceutical company.

Dr. Cohen, who is the President and Chief Executive Officer of the Company, generally serves as the acting chair at Board meetings. However, individual independent directors lead executive sections of the Board attended only by independent directors, and they also may lead sections of Board meetings. For example, the Chair of the Compensation Committee typically leads Board discussions of compensation issues. This leadership structure is reflected in our Corporate Governance Guidelines.

The Board believes that Dr. Cohen’s role in chairing its meetings allows the Board to act efficiently and effectively to best serve the interests of the Company’s stockholders and the Company as a whole. The Board believes that Dr. Cohen, in his capacity as President and Chief Executive Officer, serves as an effective bridge between the Board and management, providing the Board with a thorough understanding of the Company and its business and fostering an open dialogue between the Board and senior management. In addition, the Board believes that Dr. Cohen has been able to provide the Company with leadership for executing strategic initiatives and meeting challenges.

The Board does not believe at this time that the Company’s leadership structure would be enhanced by appointing a Chair of the Board or by calling upon a director other than Dr. Cohen to act as the chair of its meetings. The Board follows sound corporate governance practices to ensure its independence and effective functioning. Most importantly, except for Dr. Cohen, the Board is composed entirely of directors deemed to be “independent” under applicable legal, regulatory, and stock market standards. Consistent with the requirements of our Corporate Governance Guidelines, the independent directors meet in a scheduled executive session without Dr. Cohen present at every regular meeting of the Board. These sessions are chaired by different independent directors, depending on the nature of the issues discussed. The independent directors also engage in informal discussions outside of Board meetings without Dr. Cohen. Additionally, the Board has developed processes that ensure control of Board meeting agendas by the independent directors.

In addition, each of the Board’s committees is composed entirely of independent directors, which means that oversight of critical issues such as the integrity of the Company’s financial statements, chief executive officer and senior management compensation, and Board evaluation and selection of directors is entrusted to independent directors. In addition to the Audit, Compensation and Nominations and Governance Committees, the Board has established a Compliance Committee and a Research and Development Committee, both also consisting only of independent directors, which assist the Board in overseeing non-financial legal and regulatory compliance, and research and development matters, respectively.

Risk Oversight

The Board of Directors is generally responsible for overseeing management of the various operational, financial, and legal risks faced by the Company. Particular risk management matters are brought to the Board by management in connection with the Board’s general oversight and approval of corporate matters. Our Board administers its risk oversight function as a whole and through its Board committees. For example, in addition to regular reviews of potential areas of risk by the full Board at its meetings, the Audit Committee regularly discusses with management our major financial risk exposures, their potential financial impact on our Company and our risk mitigation strategies and participates in regular reviews of our process to assess and manage enterprise risk management. The Audit Committee also reviews cyber-security risks. In addition, our Compliance Committee works closely with senior management to review and oversee our compliance with non-financial legal and regulatory requirements, including those related to product safety and quality and the development,

13


manufacturing, distribution and s ale of our products. The individual Board committees report to the full Board, including when a matter rises to the level of a material risk. The Company’s management is responsible for day-to-day risk management. This oversight includes identifying, evalu ating, and addressing potential risks that may exist at the strategic, financial, operational, compliance and reporting levels. We believe the division of risk management responsibilities described above is an effective approach for addressing the risks fa cing our Company and that our Board leadership structure supports this approach.

Director Independence

The Board has determined that Mr. Greene, Dr. Jensen, Mr. Kelley, Dr. Panem, Mr. Randall, Mr. Rauscher, Mr. Smith and Dr. Strader are “Independent Directors” as defined in Rule 5605(a)(2) of the NASDAQ listing rules.

To assist the Board in determining each director’s independence in accordance with NASDAQ listing rules, pursuant to our Corporate Governance Guidelines a director will be presumed independent unless he or she meets any of the following conditions:

 

a director who is, or within the preceding three years was, an employee of the Company;

 

a director who accepted or who has a Family Member who accepted any compensation from the Company totaling more than $120,000 during any period of 12 consecutive months within the three years preceding the determination of independence, other than compensation for board or board committee service; compensation paid to a Family Member who is an employee (other than an Executive Officer) of the Company; or benefits under a tax-qualified retirement plan, or non-discretionary compensation;

 

a director who is a Family Member of an individual who is, or at any time during the past three years was, employed by the company as an Executive Officer;

 

a director who is, or has a Family Member who is, a partner in, or a controlling shareholder or an Executive Officer of, any organization to which the Company made, or from which the Company received, payments for property or services in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenues for that year, or $200,000, whichever is more, other than payments arising solely from investments in the Company’s securities or payments under non-discretionary charitable contribution matching programs;

 

a director of the Company who is, or has a Family Member who is, employed as an Executive Officer of another entity where at any time during the past three years any of the Executive Officers of the Company serve on the compensation committee of such other entity; and

 

a director who is, or has a Family Member who is, a current partner of the Company’s outside auditor, or was a partner or employee of the Company’s outside auditor who worked on the Company’s audit at any time during any of the past three years.

For purposes of the Guidelines, a “Family Member” means a person’s spouse, parents, children and siblings, whether by blood, marriage or adoption, or anyone residing in such person’s home. An “Executive Officer” means those officers covered in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended.

Pursuant to the Guidelines, the Board annually will review all commercial and charitable relationships between the directors and the Company (as required by the Company’s Related Party Transactions Policy) to determine whether the directors meet these independence tests. If a director has a relationship with the Company that is not covered by these independence guidelines, those Company directors who satisfy such guidelines will consider the relevant circumstances and make an affirmative determination regarding whether such relationship is material or immaterial, and whether the director would therefore be considered independent under applicable legal and regulatory requirements.

Attendance at Board, Committee and Stockholder Meetings

Our Board met fifteen (15) times during 2017 excluding committee meetings. All of the directors attended at least 75% of all Board meetings and meetings of the committees on which they served. Pursuant to our Corporate Governance Guidelines, each director is expected to attend all Board meetings, meetings of all committees to which he or she is appointed, and all annual meetings of stockholders, except in extenuating circumstances. Attendance in person is preferable, particularly for regularly scheduled meetings, but attendance via communications equipment is acceptable when needed due

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to individual circumstances. All nine (9) members of our B oard of Directors attended our 2017 Annual Meeting of Stockholders.

Committees of the Board of Directors

The Board has established an Audit Committee, a Compensation Committee, a Nominations and Governance Committee, a Compliance Committee, a Research and Development Committee, and an ad hoc Business Development Committee, each of which is comprised solely of Independent Directors. Also, each member of the Audit Committee meets the independence requirements of Section 10A of the Securities Exchange Act of 1934, as amended, and SEC Rule 10A-3 promulgated thereunder. The following lists the members of each committee as well as the primary responsibilities of each committee. Committee memberships, as disclosed in this Proxy Statement, were most recently reviewed in May 2017. Under the Nominations and Governance Committee Charter and our Corporate Governance Guidelines, the Nominations and Governance Committee recommends committee assignments to the full Board for approval. Under our Corporate Governance Guidelines, committee assignments should reflect the expertise and interests of Board members, with the goal of ensuring that committee members have the requisite background and experience to participate fully on the committees to which they are appointed. The Board believes that consideration should be given to rotating committee members periodically, but does not believe that rotation should be mandated as a policy.

Audit Committee and Audit Committee Financial Experts

Our Audit Committee currently consists of three members: Mr. Smith (Chair), Mr. Randall, and Mr. Rauscher. Mr. Smith, Mr. Randall, and Mr. Rauscher all qualify as an “audit committee financial expert” as that term is defined in Item 407(d) of U.S. Securities and Exchange Commission Regulation S-K. The designation of members of our Audit Committee as "audit committee financial experts" does not impose on those members any duties, obligations, or liabilities that are greater than are generally imposed on them as members of the Audit Committee and our Board, and does not affect the duties, obligations, or liabilities of any other member of the Audit Committee or our Board.

Our Audit Committee is responsible for:

 

approving and retaining the independent auditors to conduct the annual audit of our books and records; and evaluating the independent auditors’ qualifications, performance, independence, and quality controls;

 

reviewing the proposed scope of audits and fees to be paid;

 

overseeing the independent auditor, including resolving disagreements with management, obtaining required reports from the independent auditor, and reviewing with the independent auditor matters such as audit problems or difficulties, internal control deficiencies, significant financial reporting issues or judgments, and the effect of regulatory and accounting initiatives or off-balance sheet structures on the Company’s financial statements;

 

reviewing and pre-approving the independent auditors’ audit and non-audit services in accordance with the Company’s pre-approval policy established by the Audit Committee;

 

reviewing the Company’s financial statements, and in the case of audited financial statements recommending them to the Board for inclusion in the Company’s Annual Report on Form 10-K;

 

coordinating the Board’s oversight of internal control over financial reporting and disclosure controls and procedures, and the finance-related portions of the Company’s code of ethics;

 

reviewing and approving transactions between us and our directors, officers and affiliates;

 

recognizing and addressing potential prohibited non-audit services;

 

establishing procedures for complaints received by us regarding accounting, internal accounting controls, or auditing matters, and for the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters; and

 

overseeing internal audit functions if and when implemented.

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All audit services and non-audit services to be provided to us by our independent auditor must be approved in advance by our Audit Committee in accordance with our auditor pre-approval policy, which is described below in Proposal Three in this Proxy Statement under the heading Pre-approval Policies and Procedures . Ernst & Young LLP currently serves as our independent auditor . Our Board has adopted a written charter for the Audit Committee, which is reviewed at least annually. The charter is available on our website, www.acorda.com , under “Investors – Corporate Governance – Committee Charters.” The Audit Committee met seven ti mes in 2017 (including one joint meeting with the Compliance Committee).

Compensation Committee

Our Compensation Committee consists of three members: Mr. Kelley (Chair), Mr. Greene, and Dr. Panem. Our Compensation Committee is responsible for:

 

overseeing and evaluating the Company’s overall human resources compensation structure, policies and programs, and assessing whether they establish appropriate incentives and leadership development opportunities and whether they encourage unnecessary and excessive risk;

 

reviewing corporate goals relevant to the compensation for executives, including or President and Chief Executive Officer, and evaluating performance in light of those goals; and reviewing, approving and (where appropriate) recommending for the approval of the full Board the compensation arrangements for executives, including our President and Chief Executive Officer;

 

reviewing and making recommendations to the Board regarding incentive compensation and equity-based plans; and approving any other compensation plans for which stockholder approval is not sought;

 

administering our stock incentive plan and annual non-equity incentive compensation program;

 

in consultation with the Committee’s compensation consultant, establishing compensation policies and practices for directors for service on the Board and committees and annually reviewing and making recommendations to the full Board regarding director compensation;

 

reviewing and monitoring compliance with our Officer and Director Stock Ownership Guidelines;

 

reviewing senior management selection, overseeing succession planning, and reviewing leadership development, and reviewing whether compensation and other programs promote such development; and

 

reviewing the results of advisory votes on executive compensation and making recommendations to the Board regarding appropriate responses, as appropriate, and making recommendations to the Board on the frequency of such votes.

Our Board has adopted a written charter for the Compensation Committee, which is reviewed at least annually. The charter is available on our website, www.acorda.com , under “Investors – Corporate Governance – Committee Charters.” The Compensation Committee met four times in 2017.

The Compensation Committee engages Arnosti Consulting Inc., a compensation consultant, to provide analysis and recommendations regarding our compensation programs and our Named Executive Officer compensation. Arnosti Consulting has been engaged for 2018 compensation decisions and was previously engaged in 2017 and in prior years to provide similar services to our Compensation Committee. Nancy Arnosti is the principal of Arnosti Consulting and she is the individual with whom the Compensation Committee works on these matters. Based on a review of pertinent factors, the Compensation Committee does not believe that any of the services provided by Arnosti Consulting raise any material conflicts of interest.

16


Nominations and Governance Committee

Our Nominations and Governance Committee consists of three members: Mr. Randall (Chair), Mr. Smith, and Dr. Strader. The Nominations and Governance Committee is responsible for:

 

identifying potential candidates to serve on our Board;

 

working with the Company’s General Counsel to develop and recommend to the Board a set of corporate governance principles; and from time reviewing the adequacy of such corporate governance principles;

 

overseeing an annual evaluation of the Board;

 

evaluating the composition, size, structure and practices of the Board and monitoring the independence of Board members and the overall Board composition;

 

reviewing processes relating to Board meeting schedules and agendas and for the Company providing information to the Board;

 

reviewing the service of Board members and executive officers on the board of directors of any other company;

 

reviewing director and officer questionnaires;

 

overseeing director education and continuing education programs;

 

evaluating stockholder proposals and making recommendations to the Board regarding any such proposals; and

 

considering and making recommendations to the Board relating to the practices, policies and performance of the Board and corporate governance.

Our Board has adopted a written charter for the Nominations and Governance Committee, which is reviewed at least annually. The charter is available on our website, www.acorda.com , under “Investors – Corporate Governance – Committee Charters.” The Nominations and Governance Committee met three times in 2017.

Compliance Committee

Our Compliance Committee consists of three members: Mr. Rauscher (Chair), Dr. Jensen, and Dr. Panem. The Compliance Committee is responsible for overseeing our compliance with legal and regulatory requirements, including those related to product safety and quality and the development, manufacturing, distribution and sale of our products, but excluding matters relating to financial compliance, which are subject to the oversight of the Audit Committee. Our Board has adopted a written charter for the Compliance Committee, which is reviewed at least annually. The charter is available on our website, www.acorda.com , under “Investors – Corporate Governance – Committee Charters.” The Compliance Committee met five times in 2017 (including one joint meeting with the Audit Committee).

Research and Development Committee

The Board has established a Research and Development Committee. This committee consists of Dr. Jensen (Chair), Dr. Panem, and Dr. Strader. The Research and Development Committee is responsible for making recommendations to the Board regarding the Company’s research and development strategies and opportunities. Our Board has adopted a written charter for the Research and Development Committee, which is reviewed at least annually. The charter is available on our website, www.acorda.com , under “Investors – Corporate Governance – Committee Charters.” The Research and Development Committee met five times in 2017.

Ad Hoc Business Development Committee

The Board has established an ad hoc Business Development Committee. This committee consists of Mr. Greene (Chair), Dr. Jensen, and Mr. Kelley. The ad hoc Business Development Committee, which does not have a charter, is responsible for overseeing the Company’s evaluation of significant business development opportunities, including potential acquisitions or the purchase or in-license of new products or development projects, potential out license transactions, and

17


making recommendations to the Board regarding such transactions. The ad hoc Business Development Committee met once in 2017.

Director Qualifications and Director Nomination Process

Qualifications for Director Candidates

Our Nominations and Governance Committee is responsible for evaluating potential candidates for nomination to the Board. Director qualifications and the process for considering potential candidates are set forth in the Nominations and Governance Committee Charter and our Corporate Governance Guidelines.

The Nominations and Governance Committee and Board will consider individuals who have distinguished records of leadership and success in their area of activity and who will make substantial contributions to the Board. We seek director candidates who, in addition to general management experience and business knowledge, possess an expertise in one or more of the following areas: business, medicine, scientific research, drug discovery and development, healthcare, pharmaceuticals, finance, law, corporate governance, risk assessment, and investor relations. Accordingly, the Nominations and Governance Committee will consider, among other factors, the extent of a potential nominee’s business experience, technical expertise, or specialized skills or experience, and whether he or she, by virtue of particular experience relevant to the Company's current or future business, will add specific value as a Board member.

The Nominations and Governance Committee and the Board do not believe that it is in our best interests to establish rigid criteria for the selection of prospective director candidates. Rather, the Nominations and Governance Committee and the Board recognize that the challenges and needs we face will change over time and, accordingly, believe that the selection of director candidates should be based on skills relevant to the issues we face or are likely to face at the time of nomination and in the future. As a result, the priorities and emphasis of the Nominations and Governance Committee and of the Board may change from time to time to take into account changes in business and other trends, and the portfolio of skills and experience of current and prospective members of our Board. However, all prospective director candidates must possess the following attributes to be recommended to the Board for nomination:

 

a commitment to integrity and ethics;

 

demonstrated leadership ability and the ability to exercise sound business judgment;

 

independence from conflict or direct economic relationship with the Company; and

 

a willingness and ability to devote the required amount of time to prepare for and attend Board and committee meetings and to otherwise carry out the duties and responsibilities of Board membership.

Also, the Nominations and Governance Committee and the Board strongly believe that we benefit from diversity in age, skills, background and experience. Pursuant to our Corporate Governance Guidelines, diversity is one of the factors that the Committee considers in identifying director candidates. As part of this process, the Nominations and Governance Committee evaluates how a particular candidate would strengthen and increase the diversity of the Board in terms of how that candidate may contribute to the Board’s overall balance of perspectives, backgrounds, knowledge, experience, skill sets and expertise.

Other than the foregoing considerations, there are no stated minimum criteria for director candidates. The Nominations and Governance Committee will ensure that at all times, at least a majority of the members of our Board meet the definition of “Independent Director” under the NASDAQ listing rules and that director candidates also meet the specific requirements set forth in the NASDAQ listing rules and in the rules of the SEC regarding membership on committees of the Board.

In considering re-nomination criteria, the Nominations and Governance Committee reviews each director’s past attendance at meetings and participation in and contributions to the activities of the Board, as well as whether the director’s qualifications and skills are consistent with the Company’s current needs and whether the director is willing to continue in service. If any member of our Board does not wish to continue in service or if our Board decides not to nominate a member for re-election, the Nominations and Governance Committee will identify the skills and experience desired in a new director candidate.

18


Under our Corporate Governance Guidelines, our Board has not adopted term limits or a mandatory retirement age for directors. Arbitrary term limits and a mandatory retirement age might deprive the Company and its stockh olders of the contribution of directors who have been able to develop valuable insights into the Company, its business, and its operations over time and therefore provide a valuable contribution to the Board as a whole. As an alternative to term limits and a mandatory retirement age, the Board believes that it can ensure that it continues to evolve and adopt new ideas and viewpoints through the director nomination and evaluation processes.

Identification and Evaluation of Director Candidates

The Nominations and Governance Committee uses a variety of methods for identifying director candidates, and will evaluate them in accordance with the requirements of our Corporate Governance Guidelines. The Nominations and Governance Committee may receive suggestions for potential director candidates from current members of the Board, our executive officers or other sources, which may be either unsolicited or in response to requests from the Nominations and Governance Committee for such candidates. The Nominations and Governance Committee may also, from time to time, engage firms that specialize in identifying and evaluating potential director candidates. As described below, pursuant to our Corporate Governance Guidelines, the Nominations and Governance Committee will also consider candidates recommended by stockholders.

The Nominations and Governance Committee periodically assesses the appropriate size and composition of the Board as a whole, the needs of the Board and the respective committees of the Board, and the qualification of director candidates in light of these needs. Once an individual has been identified by the Nominations and Governance Committee as a potential director candidate, the Nominations and Governance Committee makes an initial determination as to whether to conduct a full evaluation of the prospective director candidate based upon various factors, including, but not limited to: the information submitted with the nomination, the Board’s own knowledge of the prospective director candidate, and whether based on the information then known the prospective director candidate could satisfy the criteria established by the Nominations and Governance Committee. The Nominations and Governance Committee then decides whether to do a comprehensive evaluation of a prospective director candidate. After completing its evaluation, the Nominations and Governance Committee makes its recommendation to the full Board as to any person it determines should be considered by the Board. The Board then considers and designates its nominees.

Stockholder Recommendations of Director Candidates

Pursuant to our Corporate Governance Guidelines, the Nominations and Governance Committee will consider director candidates suggested by our stockholders, provided that the recommendations are made in accordance with the procedures required under our Bylaws and described in this Proxy Statement in the section titled Requirements, Including Deadlines, for Submission of Proxy Proposals, Nomination of Directors and Other Business of Stockholders , and meet other applicable legal and regulatory requirements. Stockholder nominees whose nominations comply with these procedures and who meet the criteria outlined above will be evaluated by the Nominations and Governance Committee in the same manner as the Nominations and Governance Committee’s nominees.

Cooperation Agreement With Scopia Capital Management LP

On February 27, 2018, we entered into a cooperation agreement with Scopia Capital Management LP, or Scopia, pursuant to which we agreed that, subject to the conditions described below, our Board of Directors would appoint two directors designated by Scopia, which we refer to as the “Scopia Directors,” effective on the later of (i) one week following the 2018 Annual Meeting, if designated by Scopia prior to such time, and (ii) following the 2018 Annual Meeting but prior to January 1, 2019, effective five business days following designation by Scopia (which we refer to as the “Board Effective Time”). As of the date of this proxy statement, Scopia has not designated the Scopia Directors.

Each Scopia Director must (i) be reasonably acceptable to the Nominations and Governance Committee, (ii) meet our governance policies and guidelines with respect to service on the Board and not have a material conflict of interest with the Company, each as reasonably determined by the Nominations and Governance Committee and (iii) qualify as “independent” pursuant to applicable stock exchange listing standards. Any member of senior management of Scopia will be deemed to be reasonably acceptable to the Nominations and Governance Committee and to meet all of the foregoing criteria for appointment.

In accordance with the terms of the cooperation agreement, the Scopia Directors will be required to resign from the Board if Scopia and its affiliates collectively cease to beneficially own an aggregate “net long position” of at least 10% of the

19


shares of our common stock, other than as a result of an action by us that has a dilutive effect, such as a stock issuance. In addition, Scopia i s required to cause the Scopia Directors to resign if Scopia (i) submits a notice of nomination for election to the Board in respect of directors not nominated by the Board during the Standstill Period described below; (ii) files a proxy statement to solic it proxies in opposition to any director nominated by the Board during the Standstill Period; (iii) prior to January 1, 2019, does not vote in favor of the election of each director nominated by the Board , or does not vote against any shareholder nominati ons for the election of director nominees not approved or recommended by the Board; (iv) makes or submits a public proposal with respect to the us during the Standstill Period or, subject to certain conditions, forms, joins or becomes a member of a group t hat makes or submits a public proposal with respect to the us during the Standstill Period; and (v) is found by a final judicial decision to have materially breached the cooperation agreement.

The cooperation agreement provides that the Board will: (i) not increase the size of the Board in excess of nine directors prior to the appointment of the Scopia Directors, or 11 directors following the appointment of the Scopia Directors, without Scopia’s prior written consent; (ii) not change or seek to change the classes on which the Board members serve without Scopia’s prior written consent, or as necessary in connection with the nomination of directors at the Company’s 2019 annual meeting (provided that the Board will not move a Scopia Director from the class to which such Scopia director was appointed or reduce the number of Class II directors below four directors without Scopia’s prior written consent); (iii) hold the 2018 Annual Meeting no later than June 30, 2018; (iv) hold the 2019 annual meeting no later than June 30, 2019; and (v) nominate four individuals for election as Class II directors at the 2019 annual meeting.

In the cooperation agreement, in addition to certain confidentiality and non-disparagement provisions, Scopia agreed to various customary standstill provisions for the duration of the “Standstill Period,” as described in our Current Report on Form 8-K that we filed with the Securities and Exchange Commission on February 28, 2018. Pursuant to the cooperation agreement, the Standstill Period is defined to mean the period commencing on February 27, 2018 and ending on the earlier of (i) January 1, 2019 and (ii) the date that is 15 business days prior to the deadline for the submission of stockholder nominations of directors pursuant to the Company’s bylaws for our 2019 annual meeting of stockholders. Notwithstanding anything to the contrary in the cooperation agreement, the Standstill Period will terminate at such time following the Board Effective Time as the Scopia Directors (or their successors) appointed to the Board are no longer serving on the Board and, if applicable, Scopia has notified the Company in writing that it will not seek to fill any such vacancies. 

In connection with its obligations under the cooperation agreement, we expect Scopia and its affiliates will vote their shares at the 2018 Annual Meeting (i) in favor of the election of Messrs. Greene and Smith and Dr. Strader as Class I directors for a term expiring on the date of the 2021 annual meeting pursuant to Proposal One in this Proxy Statement (ii) in favor of the ratification of the appointment of Ernst & Young LLP as the our independent auditors pursuant to Proposal Three in this Proxy Statement and (iii) in favor of our advisory vote to approve Named Executive Officer compensation pursuant to Proposal Four in this Proxy Statement, unless ISS and Glass Lewis recommend otherwise.

Stockholder Communication with the Board of Directors

Pursuant to our Corporate Governance Guidelines, stockholders and other interested parties may communicate with the Board by sending a letter to the Acorda Therapeutics Board of Directors c/o Corporate Secretary, 420 Saw Mill River Road, Ardsley, New York 10502. The Corporate Secretary will receive and review all correspondence and forward it to the President and Chief Executive Officer, the Chair of the Audit Committee or to any individual director or directors to whom the communication is directed, as appropriate. Notwithstanding the above, the Corporate Secretary has the authority to discard or disregard any communication that is unduly hostile, threatening, illegal or otherwise inappropriate, or to take any other appropriate actions with respect to such communications.

Board and Committee Fees

Our Compensation Committee is responsible for establishing our director compensation policy, which it reviews annually. Our outside director compensation policy includes two components: (i) a cash component consisting of a base retainer for services as a director and additional cash retainers for service as a chair or a member of a committee, and (ii) an equity component consisting of an initial stock option grant and annual stock option grants. The Board believes that a meaningful portion of a director’s compensation should be provided in the form of Company stock or stock-based awards to more closely link compensation with corporate performance. As specified in our Corporate Governance Guidelines, our independent directors will not receive any additional compensation, in the form of consulting fees or other specific benefits, beyond that provided for service on the Board or its committees.

20


The amount of each cash retainer currently payable under the outside director compensation policy is set forth in the table below. In addition, each person who becomes an ou tside director receives an initial stock option grant for 25,000 shares of our common stock. All directors also receive an annual stock option grant for 15,000 shares of our common stock, which is granted on the date of the annual meeting of stockholders i n each year. In the case of any director who is not first elected to our Board at an annual meeting of stockholders, that director’s first annual stock option grant will be awarded on the first anniversary of his or her election to the Board, and the amoun t of the first annual award will be prorated based on the period of time between the grant date of the annual award and the date of the next annual stockholder meeting. All options vest over a one-year period in equal quarterly installments, have a term of ten years and will have an exercise price equal to the fair market value of our common stock on the date of grant (equal to the closing price of our common stock on the Nasdaq Global Market on the date of grant).

Directors are also reimbursed for appropriate expenses related to their service on our Board of Directors. Upon an outside director’s termination of membership on our Board, all vested stock options remain exercisable for 12 months, or such longer period as the board of directors may determine in its discretion, to the extent consistent with Internal Revenue Code Section 409A.

The cash and equity components of our compensation policy for outside directors are set forth below.

 

Position

 

Annual   Cash

Retainer

 

 

Initial Option

Grant

 

 

Annual Option

Grant

 

Base Fee

 

$

50,000

 

 

25,000   shares

 

 

15,000 shares

 

Lead Director/Chair

 

 

50,000

 

 

 

 

 

 

 

Audit Committee Chair

 

 

20,000

 

 

 

 

 

 

 

Compensation Committee Chair

 

 

20,000

 

 

 

 

 

 

 

Compliance Committee Chair

 

 

12,000

 

 

 

 

 

 

 

Nominations and Governance Committee Chair

 

 

10,000

 

 

 

 

 

 

 

Research and Development Committee Chair

 

 

12,000

 

 

 

 

 

 

 

Business Development Committee Chair

 

 

12,000

 

 

 

 

 

 

 

Audit Committee Member

 

 

10,000

 

 

 

 

 

 

 

Compensation Committee Member

 

 

10,000

 

 

 

 

 

 

 

Compliance Committee Member

 

 

7,000

 

 

 

 

 

 

 

Nominations and Governance Committee Member

 

 

6,000

 

 

 

 

 

 

 

Research and Development Committee Member

 

 

7,000

 

 

 

 

 

 

 

Business Development Committee Member

 

 

7,000

 

 

 

 

 

 

 

 

Under our director compensation policy, the Board also reviews and determines, based on the recommendation of the Compensation Committee, what, if any, compensation shall be paid for chairs and members of active ad hoc committees not specified in the policy, based upon the expected efforts and contributions of those members. This review and determination includes the compensation for members of the ad hoc Business Development Committee, listed above.

21


2017 Non-Employee Di rector Compensation

The following table provides information concerning the compensation of our outside directors during 2017, including compensation for membership on the Board as well as Board committees on which they served during the year. Fees include pro-rated payments for Committee membership, in cases where an outside director served on a committee for only part of 2017. Current memberships are noted in the table.

 

 

Name

 

Fees   Earned or

Paid in Cash

($)

 

 

Option Awards

($)(7)

 

 

Total

($)(7)

 

Barry Greene (3) (5)

 

$

72,000

 

 

$

94,516

 

 

$

166,516

 

Peder K. Jensen, M.D. (1) (5) (6)

 

 

76,000

 

 

 

94,516

 

 

 

170,516

 

John P. Kelley (3) (5)

 

 

77,000

 

 

 

94,500

 

 

 

171,500

 

Sandra Panem, Ph.D. (1) (3) (6)

 

 

74,000

 

 

 

94,500

 

 

 

168,500

 

Lorin J. Randall (2) (4)

 

 

70,000

 

 

 

94,500

 

 

 

164,500

 

Steven M. Rauscher (1) (2)

 

 

72,000

 

 

 

94,500

 

 

 

166,500

 

Ian Smith (2) (4)

 

 

76,000

 

 

 

94,500

 

 

 

170,500

 

Catherine Strader (4) (6) (8)

 

 

63,000

 

 

 

304,750

 

 

 

367,750

 

__________________________

(1)

Member of our Compliance Committee.

(2)

Member of our Audit Committee.

(3)

Member of our Compensation Committee.

(4)

Member of our Nominations and Governance Committee.

(5)

Member of our Ad Hoc Business Development Committee.

(6)

Member of our Research and Development Committee.

(7)

The method and assumptions used to calculate the value of the options granted to our directors are discussed in Note 9 to our audited financial statements in our 2017 Annual Report on Form 10-K, as amended by Amendment No. 1 on Form 10-K/A. The aggregate number of shares of our common stock subject to option awards outstanding and held by these individuals at December 31, 2017 was as follows: Mr. Greene, 115,000 shares; Mr. Jensen, 101,372 shares; Mr. Kelley, 95,000 shares; Dr. Panem, 85,000 shares; Mr. Randall, 115,000 shares; Mr. Rauscher, 115,000 shares; Mr. Smith, 115,000 shares; and Dr. Strader, 25,000 shares.

(8)

Dr. Strader was elected to the Board of Directors effective February 17, 2017, and accordingly the amount of her compensation, as reflected in the table, is based on pro-rated fees for membership on the Board and relevant Board committees, as well as her initial grant of stock options as a newly-elected member of the Board, as described under Board and Committee Fees .

22


SECURITY OWNERSHIP OF CERTAIN BE NEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information, as of March 15, 2018, with respect to the beneficial ownership of our common stock by:

 

each person who is known by us to beneficially own more than 5% of our common stock;

 

each of our directors and executive officers; and

 

all of our directors and executive officers as a group.

Unless otherwise indicated, the address for each person or entity named below is c/o Acorda Therapeutics, Inc., 420 Saw Mill River Road, Ardsley, New York 10502.

Beneficial ownership is determined on the basis of the rules and regulations of the Securities and Exchange Commission. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options held by that person that are currently exercisable or exercisable within 60 days of March 15, 2018 are deemed outstanding. Such shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person. Except as indicated in the footnotes to the following table or pursuant to applicable community property laws, each stockholder named in the table has sole voting and investment power with respect to the shares set forth opposite such stockholder’s name. The percentage of beneficial ownership is based on 47,001,351 shares of common stock outstanding on March 15, 2018.

 

 

 

Shares   of

Common Stock

Beneficially Owned

 

 

 

Number

 

 

Percent

 

5% Stockholders

 

 

 

 

 

 

 

 

Scopia Capital Management LP (1)

 

 

8,474,728

 

 

 

18.0

%

BlackRock, Inc. (2)

 

 

6,459,742

 

 

 

13.7

%

FMR LLC (3)

 

 

5,835,268

 

 

 

12.4

%

The Vanguard Group (4)

 

 

4,376,589

 

 

 

9.3

%

Partner Fund Management (5)

 

 

3,504,995

 

 

 

7.5

%

Dimensional Fund Advisors LP (6)

 

 

2,954,691

 

 

 

6.3

%

State Street (7)

 

 

2,453,512

 

 

 

5.2

%

 

 

 

 

 

 

 

 

 

Executive Officers and Directors

 

 

 

 

 

 

 

 

Ron Cohen, M.D. (8)

 

 

1,456,532

 

 

 

3.0

%

Richard P. Batycky, Ph.D. (9)

 

 

197,098

 

 

*

 

Burkhard Blank (10)

 

 

105,181

 

 

*

 

Andrew Hindman (11)

 

 

325,727

 

 

*

 

David Lawrence (12)

 

 

242,387

 

 

*

 

Lauren M. Sabella (13)

 

 

259,711

 

 

*

 

Jane Wasman (14)

 

 

561,317

 

 

 

1.2

%

Barry Greene (15)

 

 

111,250

 

 

*

 

Peder K. Jensen, M.D. (16)

 

 

97,622

 

 

*

 

John P. Kelley (17)

 

 

91,250

 

 

*

 

Sandra Panem, Ph.D. (18)

 

 

84,162

 

 

*

 

Lorin J. Randall (19)

 

 

101,250

 

 

*

 

Steven Rauscher (20)

 

 

111,250

 

 

*

 

Ian Smith (21)

 

 

111,250

 

 

*

 

Catherine Strader (22)

 

 

25,000

 

 

*

 

All directors and executive officers as a group

   (15 persons)

 

 

3,880,987

 

 

 

7.8

%

__________________________

 

*

Less than 1%.

23


 

(1)

The information in the table above is based an amendment to a Schedule 13D filed with the Securities and Exchange Commission on February 28, 2018, by Scopia Capital Management LP, Scopia Management, Inc., Matthew Sirovich and Jeremy Mindich (the “Scopia 13D”). According to the Scopia 13D, the Scopia 13D reporting persons beneficially own and have shared voting and dispositive power over 8,474,728 shares of Acorda common stock. According to the Scopia 13D: (i) each of the Scopia 13D reporting persons is engaged in the business of investing; (ii) Scopia Capital Management LP’s principal business is serving as an investment manager to certain private investment funds and a certain managed account (collectively, “Investment Vehicles”); (iii) Scopia Management, Inc.’ s principal business is serving as the general partner of Scopia Capital Management LP; (iv) the principal business of each of Mr. Sirovich and Mr. Mindich is serving as a Managing Director of Scopia Management, Inc.; (v) all securities reported as benefic ially owned in the Scopia 13D are directly held by the Investment Vehicles, all of which are investment management clients of Scopia Capital Management LP; (vi) none of the Investment Vehicles individually directly holds more than 5% of Acorda’s outstandin g shares of common stock; (vii) the limited partners of (or investors in) each of the Investment Vehicles have the right to participate in the receipt of dividends from, or proceeds from the sale of, the shares of Acorda’s common stock held for the account s of their respective Investment Vehicles in accordance with their respective limited partnership interests (or investment percentages) in their respective Investment Vehicles; and (viii) the Investment Vehicles have delegated to Scopia Capital Management LP sole voting and investment power over the shares of Acorda common stock held by the Investment Vehicles pursuant to their respective investment management agreements with Scopia Capital Management LP, and as a result each of the Scopia 13D reporting per sons may be deemed to exercise voting and investment power over the shares of Acorda common stock directly held by the Investment Vehicles. The address of the principal business office for all of the Scopia 13D reporting persons is 152 West 57 th Street, 33 rd Floor, New York, NY 10019.

In February 2018, Acorda and Scopia Capital Management LP entered into a cooperation agreement, which is further described above under
Director Qualifications and Director Nomination Process – Cooperation Agreement with Scop ia Capital Management LP . According to the Scopia 13D: the Scopia 13D reporting persons intend to review their investment in Acorda on a continuing basis and may from time to time and at any time in the future, depending on various factors, including, with out limitation, the outcome of any discussions with Acorda directors and officers, Acorda’s financial position and strategic direction, actions taken by our Board of Directors, price levels of our common stock, other investment opportunities available to t he Scopia 13D reporting persons, conditions in the securities market and general economic and industry conditions, take such actions with respect to the investment in Acorda common stock as they deem appropriate; and subject to the limitations in the coope ration agreement, these actions may include (i) acquiring additional shares of Acorda common stock and/or other equity, debt, notes, other securities, or derivatives or other instruments that are based upon or relate to the value of Acorda securities (coll ectively, “Securities”) in the open market or otherwise, (ii) disposing of any or all of their Securities in the open market or otherwise, (iii) engaging in any hedging or similar transactions with respect to the Securities, or (iv) proposing or considerin g one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.

 

(2)

The information in the table above is based on an amendment to a Schedule 13G filed with the Securities and Exchange Commission on January 19, 2018, by BlackRock, Inc. (the “BlackRock 13G”). According to the BlackRock 13G, BlackRock, Inc. (as the holding company for subsidiaries listed in the BlackRock 13G) beneficially owns and has sole voting power over 6,359,831 shares of Acorda common stock and sole dispositive power over 6,459,742 shares of Acorda common stock. The address of the principal business office for BlackRock, Inc. is 55 East 52 nd Street, New York, NY 10055.

 

(3)

The information in the table above is based on an amendment to a Schedule 13G filed with the Securities and Exchange Commission on February 13, 2018 (the “Fidelity 13G”) by: FMR LLC (“FMR”); and Abigail P. Johnson, a Director, the Chairman, and the Chief Executive Officer of FMR. According to the Fidelity 13G: (i) FMR beneficially owns and has sole voting power over 446 shares of Acorda common stock; (ii) each of FMR and Ms. Johnson has sole dispositive power over 5,835,268 shares of Acorda common stock; and (iii) FMR Co., Inc. is a subsidiary and investment adviser that beneficially owns 5% or greater of the outstanding shares of Acorda common stock; (iv) neither FMR nor Ms. Johnson has sole power to vote or direct the voting of the shares owned directly

24


 

by the various investment companies registered under the Investment Company Act of 1940 advised by Fidelity Management and Research Company, a wholly-owned subsidiary of FMR (“Fidelity Funds”), which power resides with the Fidelity Funds’ Boards of Trustees; and (v) the Fidelity 13G reflects the securities beneficially owned, or that may be deemed to be beneficially owned, by FMR, certain of its subsidiaries and affiliates, and other companies (“FMR Reporters”), but does not reflect securities, if any, benefi cially owned by certain other companies whose beneficial ownership of securities is disaggregated from that of the FMR Reporters as authorized by the Securities and Exchange Commission. The address of the principal business office for FMR and Ms. Johnson i s 245 Summer Street, Boston, MA 02210.

According to the Fidelity 13G, members of the Johnson family, including Ms. Johnson, are the predominant owners of FMR with direct and indirect ownership representing 49% of the voting power of FMR; and through their
ownership of voting common shares of FMR and because they are parties to an FMR shareholders’ voting agreement, they may be deemed to form a controlling group with respect to FMR under the Investment Company Act of 1940.

 

(4)

The information in the table above is based on an amendment to Schedule 13G filed with the Securities and Exchange Commission on February 8, 2018, by The Vanguard Group (the “Vanguard 13G”). According to the Vanguard 13G, The Vanguard Group has sole voting power over 54,134 shares of Acorda common stock, shared voting power over 6,819 shares of Acorda common stock, sole dispositive power over 4,319,400 shares of Acorda common stock and shared dispositive power over 57,189 shares of Acorda common stock. The address of the principal business office for The Vanguard Group is 100 Vanguard Boulevard, Malvern, PA 19355.

According to the Vanguard 13G: (i) Vanguard Fiduciary Trust Company (“VFTC”), a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 50,370 shares of Acorda common stock as a result of its serving as investment manager of collective trust accounts; and (ii) Vanguard Investments Australia, Ltd. (“VIA”), a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 10,583 shares of Acorda common stock as a result of its serving as investment manager of Australian investment offerings.

 

(5)

The information in the table above is based on an amendment to Schedule 13G filed with the Securities and Exchange Commission on February 14, 2018, by Partner Fund Management, L.P. (“PFM”), Partner Fund Management GP, LLC (“PFM-GP”), Partner Investment Management, L.P. (“PIM”), Partner Investment Management GP, LLC (“PIM-GP”), Brian D. Grossman, and Christopher M. James (the “PFM 13G”). According to the PFM 13G, (i) PFM and PFM-GP may be deemed to beneficially own, and have shared voting and dispositive power over, 3,451,553 shares of Acorda common stock; (ii) PIM and PIM-GP may be deemed to beneficially own, and have shared voting and dispositive power over, 53,442 shares of Acorda common stock; and (iii) Brian D. Grossman and Christopher M. James may each be deemed to beneficially own, and have shared voting and dispositive power over, 3,504,995 shares of Acorda common stock (PFM, PFM-GP, PIM, PIM-GP, Mr. Grossman and Mr. James are collectively referred to as the “PFM Reporting Persons”). The address of the principal business office for all of the PFM Reporting Persons is c/o Partner Fund Management, L.P., 4 Embarcadero Center, Suite 3500, San Francisco, CA 94111.

According to the PFM 13G: The PFM 13G was filed jointly by the PFM Reporting Persons with respect to shares of Acorda common stock owned by nine funds specified in the PFM 13G for which PFM or PIM is the investment advisor; PFM-GP and PIM-GP are, respectively, the general partners of PFM and PIM; Mr. Grossman is the portfolio manager for the health care strategy for the funds; Mr. James is the portfolio manager for the diversified strategy for the funds; and Mr. Grossman and Mr. James are co-managing members of PFM-GP and PIM-GP.

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(6)

The information in the table above is based on a Schedule 13G filed with the Securities and Exchange Commission on February 9, 2018, by Dimensional Fund Advisors LP (the “Dimensional 13G”). According to the Dimens ional 13G, Dimensional Fund Advisors LP has sole voting power over 2,768,930 shares of Acorda common stock and has sole dispositive power over 2,954,691 shares of Acorda common stock. The address of the principal business office for Dimensional Fund Adviso rs LP is Building One, 6300 Bee Cave Road, Austin, TX 78746.

According to the Dimensional 13G: (i) Dimensional Fund Advisors LP is an investment adviser registered under the Investment Advisors Act of 1940 and furnishes investment advice to four investme nt companies registered under the Investment Company Act of 1940, and serves as investment manager or sub-adviser to certain other commingled funds, group trusts and separate accounts (such investment companies, trusts and accounts, collectively referred t o as the “Funds”); (ii) in certain cases, subsidiaries of Dimensional Fund Advisors LP may act as an adviser or sub-adviser to certain Funds; (iii) in its role as investment advisor, sub-adviser and/or manager, Dimensional Fund Advisors LP or its subsidiar ies (collectively, “Dimensional”) may possess voting and/or investment power over shares of Acorda common stock that are owned by the Funds, and may be deemed to be the beneficial owner of the shares of Acorda common stock held by the Funds; and (iv) all s hares of Acorda common stock reported in Dimensional 13G are owned by the Funds.

 

(7)

The information in the table above is based on a Schedule 13G filed with the Securities and Exchange Commission on February 13, 2018, by State Street Corporation (the “State Street 13G”). According to the State Street 13G, State Street Corporation (as the holding company for subsidiaries listed in the State Street 13G) beneficially owns and has shared voting and dispositive power over 2,453,512 shares of Acorda common stock. The address of the principal business office for State Street Corporation is State Street Financial Center, One Lincoln Street, Boston, MA 02111.

 

(8)

Includes 551,065 shares of common stock, 892,247 shares of common stock issuable upon exercise of stock options and 13,220 restricted shares.

 

(9)

Includes 45,719 shares of common stock, 141,585 shares of common stock issuable upon exercise of stock options and 9,794 restricted shares.

 

(10)

Includes 72,031 shares of common stock issuable upon exercise of stock options and 33,150 restricted shares.

 

(11)

Includes 34,975 shares of common stock, 274,679 shares of common stock issuable upon the exercise of stock options and 16,073 restricted shares.

 

(12)

Includes 3,431 shares of common stock, 234,263 shares of common stock issuable upon exercise of stock options and 4,693 restricted shares.

 

(13)

Includes 13,573 shares of common stock, 241,258 shares of common stock issuable upon exercise of stock options and 4,880 restricted shares.

 

(14)

Includes 127,417 shares of common stock, 428,333 shares of common stock issuable upon the exercise of stock options and 5,567 restricted shares.

 

(15)

Includes 111,250 shares of common stock issuable exercise of stock options.

 

(16)

Includes 97,622 shares of common stock issuable upon exercise of stock options.

 

(17)

Includes 91,250 shares of common stock issuable upon exercise of stock options.

 

(18)

Includes 2,912 shares of common stock and 81,250 shares of common stock issuable upon exercise of stock options.

 

(19)

Includes 101,250 shares of common stock issuable upon exercise of stock options.

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(20)

Includes 111,250 shares of common stock issuable upon exercise of stock options.

 

(21)

Includes 111,250 shares of common stock issuable upon exercise of stock options.

 

(22)

Includes 25,000 shares of common stock issuable upon exercise of stock options.

 

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INFORMATION CONCERNIN G EXECUTIVE OFFICERS

Set forth below is information regarding each individual serving as an executive officer as of April 27, 2018.

 

Name

 

Age

 

Position(s)

Ron Cohen, M.D.

 

62

 

President, Chief Executive Officer and Director

Richard P. Batycky, Ph.D.

 

50

 

Chief Technology Officer and Site Head

Burkhard Blank, M.D.

 

63

 

Chief Medical Officer

Andrew Hindman

 

45

 

Chief Business Officer

David Lawrence

 

60

 

Chief, Business Operations and Principal Accounting Officer

Lauren M. Sabella

 

57

 

Chief Commercial Officer

Jane Wasman

 

61

 

President, International, General Counsel and Corporate Secretary

 

 

Ron Cohen, M.D. , is President, CEO and founder of the Company. Dr. Cohen previously was a principal in the startup of Advanced Tissue Sciences, Inc., a biotechnology company engaged in the growth of human organ tissues for transplantation. Dr. Cohen received his B.A. with honors in Psychology from Princeton University, and his M.D. from the Columbia College of Physicians & Surgeons. He completed his residency in Internal Medicine at the University of Virginia Medical Center, and is Board Certified in Internal Medicine. Dr. Cohen currently serves on the board of directors of VBL Therapeutics. In addition, within the last five years, he previously served on the board of directors of Dyax Corp. Dr. Cohen previously was a Director and Chairman of NewYork BIO. He currently serves as Chair of the board of the Biotechnology Industry Organization (BIO). He also serves as a member of the Columbia-Presbyterian Health Sciences Advisory Council and was awarded Columbia University’s Alumni Medal for Distinguished Service. In 2010 Dr. Cohen was named NeuroInvestment’s (now called NeuroPerspective) CEO of the Year and in 2009 he was recognized by PharmaVoice Magazine as one of the 100 Most Inspirational People in the Biopharmaceutical Industry. Dr. Cohen is a recipient of the Ernst & Young Entrepreneur of the Year Award for the New York Metropolitan Region, and an inductee into the National Spinal Cord Injury Association’s “Spinal Cord Injury Hall of Fame.” In 2010, Dr. Cohen was recognized by NewYork BIO as its “The Cure Starts Here” Business Leader of the Year.

Richard Batycky, Ph.D. has been Chief Technology Officer and Site Head at Acorda since October 2014. He joined Acorda as part of the Company’s acquisition of Civitas Therapeutics, which Dr. Batycky co-founded, serving as Chief Scientific Officer. Dr. Batycky has close to two decades of experience in drug development, with a focus on inhaled therapies. Prior to founding Civitas, Dr. Batycky was the Chief Scientific Officer and Sr. Vice President of Research & Development at Pulmatrix. He was previously the Vice President of Research and Development at Alkermes, overseeing many facets of product development across pulmonary, injectable and oral platforms. Dr. Batycky was an original member of Advanced Inhalation Research (AIR®), where he oversaw product development utilizing the ARCUS® technology for pulmonary delivery. Acorda has global development rights to the ARCUS technology as part of the Civitas acquisition. Dr. Batycky held several academic posts prior to joining AIR. Dr. Batycky received his B.Sc. in Chemical Engineering from University of Calgary and his S.M. and Ph.D. in Chemical Engineering from the Massachusetts Institute of Technology (MIT).

Burkhard Blank, M.D. , has been our Chief Medical Officer since July 2016. Prior to that, from January 2016 to June 2016, Dr. Blank was engaged by the Company to assume chief medical officer responsibilities on an interim basis. Dr. Blank has more than 26 years of experience in the pharmaceutical industry. Prior to working for the Company, from June 2014 to June 2016, Dr. Blank was the Chief Medical Officer of Herantis Pharma. From June 2013 to May 2014 he was the Chief Executive Officer of Laurantis Pharma and from June 2012 to May 2013 Dr. Blank acted as a consulting chief medical officer. Prior thereto, from October 2010 to June 2012, Dr. Blank served as a consulting chief medical officer for Mersana Therapeutics. Dr. Blank previously consulted as chief medical officer and served in various medical leadership roles for several biopharmaceutical companies, including Inhibikase Pharmaceuticals, Qwell Pharmaceuticals, New Haven Pharmaceuticals, Alnara Pharmaceuticals, Altus Pharmaceuticals, and Boehringer Ingelheim (BI). While at BI, he oversaw the submission of five New Drug Applications (NDAs) and had direct responsibility for all aspects of presenting at two FDA Advisory Committee Meetings; and subsequently, all five NDAs received FDA approval. Dr. Blank has also served as a strategic advisor to several biotechnology companies, leading the submission process for multiple Investigational Drug Applications (INDs), successfully developing protocols for clinical trial programs, and overseeing communications with regulatory agencies. Dr. Blank serves on the Board of Directors of Riemser Pharma GmbH. Dr. Blank received his medical degree from Universitaet Marburg, Germany. He is board-certified in Germany in internal medicine.

 

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Andrew Hindman has been our Chief Business Officer since March 2018. Prior to that, Mr. Hindman served as our Chief Business Development Officer from May 2014 to March 2018. Prior to joining the Company, Mr. Hindman held several senior executive level positions in the b iopharmaceutical industry, most recently from 2011 to 2014 as President, Chief Executive Officer and member of the Board of Tobira Therapeutics, a privately-held biotechnology company. At Tobira, Mr. Hindman was responsible for developing a new corporate s trategy, building new leadership and operational teams, and raising operating capital. Prior thereto, Mr. Hindman held senior corporate development and commercial operating positions, including from 2010 to 2011 at Nodality, Inc., from 2008 to 2010 at Onyx Pharmaceuticals, Inc., and from 1998 to 2008 at Gilead Sciences, Inc. Mr. Hindman holds a B.A. in biochemistry and economics, graduating Phi Beta Kappa, from Wesleyan University and an executive MBA from Columbia University and the University of Californi a Berkeley, Haas School of Business.

David Lawrence has been our Chief, Business Operations and Principal Accounting Officer since October 2016. Prior to that, he served as Chief of Business Operations from October 2013 to October 2016. From January 2005 to October 2013, he served as our Chief Financial Officer. He previously served as our Vice President, Finance from January 2001 through 2004, and Director, Finance from 1999 to 2001. From 1991 to 1999, Mr. Lawrence held several positions for Tel-Air Communications, Inc., including Vice President and Controller. Prior to Tel-Air, he held the financial management positions of Controller and Finance Manager for Southwestern Bell and Metromedia Telecommunications, respectively. Mr. Lawrence received his undergraduate degree in Accounting from Roger Williams College, and an M.B.A. in Finance from Iona College. Mr. Lawrence is a founding member and currently serves on the board of directors and as Treasurer of The Brian Ahearn Children’s Fund.

Lauren M. Sabella has been our Chief Commercial Officer since February 2015. Prior to that, from January 2010 to February 2015, she was our Executive Vice President, Commercial Development. Ms. Sabella was the Founder and Principal of Tugboat Consulting Group, an independent consulting practice assisting companies in the commercialization process. Ms. Sabella also served as Corporate Officer and VP of Commercial Development at Altus Pharmaceuticals from May 2006 to September 2008, with responsibility for all aspects of commercialization. Prior to joining Altus, Ms. Sabella was employed by Boehringer Ingelheim Pharmaceuticals for 18 years in positions of increasing responsibility. In her last role, she served as VP of Sales, Eastern Zone, where she led the successful sales launch of Spiriva and ran both Primary Care and Specialty Divisions, including Neurology, Urology and Cardio/Pulmonary. Prior to this role, she had over ten years of marketing experience where she led several product launches including Mobic, an NSAID which became a $1 billion brand. Ms. Sabella holds a B.B.A. from Hofstra University.

Jane Wasman has been our President, International, General Counsel and Corporate Secretary since October 2012. Prior to that, from January 2012 until October 2012, she was our Chief, Strategic Development, General Counsel and Corporate Secretary; and from May 2004 until January 2012, she was our Executive Vice President, General Counsel and Corporate Secretary. Prior to joining the Company, from 1995 to 2004, Ms. Wasman held various leadership positions at Schering‑Plough Corporation, including Staff Vice President and Associate General Counsel responsible for legal support for U.S. Pharmaceuticals operations, including sales, marketing and compliance; FDA regulatory matters; licensing and mergers and acquisitions; and global research and development. She served as Staff Vice President, International in 2001 and as Staff Vice President, European Operations-Legal from 1998 to 2000. Previously, Ms. Wasman specialized in litigation at Fried, Frank, Harris, Shriver & Jacobson. She also served as Associate Counsel to the U.S. Senate Committee on Veterans’ Affairs. Ms. Wasman graduated Magna Cum Laude and Phi Beta Kappa from Princeton University and earned her J.D. from Harvard Law School. Ms. Wasman is a member and Chair of the board of directors of Sellas Life Sciences Group, Inc., where she also serves as Chair of the Nominations and Governance Committee and as a member of the Compensation Committee. Ms. Wasman is also a member of the board of directors and the executive committee of the board of the NewYork BIO.

 

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COMPENSATION CO MMITTEE REPORT

The Compensation Committee has reviewed and discussed the following Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that such Compensation Discussion and Analysis be included in this Proxy Statement.

Members of the Compensation Committee

John Kelley (Chair)

Barry Greene

Sandra Panem, Ph.D.

COMPENSATION DISCUSSION AND ANALYSIS

The Compensation Committee has the responsibility to review, approve and recommend for the approval of the full Board the annual compensation and compensation procedures for our Named Executive Officers (as defined below in the Executive Compensation section of this Proxy Statement).

Our Company

We are a biopharmaceutical company focused on developing therapies that restore function and improve the lives of people with neurological disorders. We currently derive substantially all of our revenue from the sale of Ampyra ® (dalfampridine) Extended Release Tablets, 10mg, a treatment to improve walking in patients with multiple sclerosis, or MS. Ampyra was approved by the U.S. Food and Drug Administration, or FDA, in January 2010, has been commercially available since March 2010, and had net revenue of $543 million for the year ended December 31, 2017. In 2017, the United States District Court for the District of Delaware issued a decision in litigation with certain generic drug manufacturers upholding our Ampyra Orange Book-listed patent set to expire on July 30, 2018, but invalidating our four other Orange Book-listed patents pertaining to Ampyra that were set to expire between 2025 and 2027. Under this decision, we expect to maintain patent exclusivity with respect to Ampyra at least through July 30, 2018, depending on the outcome of appeal of the District Court’s decision. The defendant generic drug manufacturers have appealed the District Court’s decision upholding the patent that expires in July 2018, and we have appealed the ruling on the four invalidated patents. If the appeals court does not overturn the District Court’s decision by July 30, 2018, multiple generic drug manufacturers may be able to launch generic versions of Ampyra absent injunctive relief.

We have a pipeline of novel neurological therapies addressing a range of disorders, including Parkinson’s disease and MS. Inbrija, our most advanced development program, is a self-administered, inhaled formulation of levodopa, or L-dopa, being investigated for the treatment of OFF periods in people with Parkinson’s disease who are taking a carbidopa/levodopa regimen. Inbrija is based on our proprietary ARCUS platform, a dry-powder pulmonary drug delivery technology that we believe has potential applications in multiple disease areas.

Our Business Values

We have a teamwork-oriented culture that encourages and rewards collaboration, innovation, honest communication, and high achievement, and we believe our long-term success is dependent on maintaining our commitment to being a collaborative and entrepreneurial enterprise. We attract and retain employees who share our passion for helping others who suffer from life-altering conditions, and we collaborate with external partners who also share our mission. We encourage and reward the prudent risk taking that is needed for innovation and ultimately successful corporate growth.

Our stockholders, including our employees, are the owners of our company, and we are committed to creating value for them. The biopharmaceutical product development cycle is lengthy and unpredictable, and we believe that it is critical to have a long-term strategic horizon. We expect to measure our success, in part, according to appropriate shorter-term quantitative measures such as annual product revenue, because much of the current value of our business is based on the success of our marketed products. However, we also measure our performance by considering other scientific, business, organizational, and operational goals focused on longer-term value creation to fully maximize stockholder value over time. These may include our ability to progress our research and development programs, our ability to protect and enhance our intellectual property assets, our ability to grow our business through licensing and acquisitions, and, importantly, our ability to attract and retain the dedicated, motivated individuals who believe in our mission and create the conditions necessary for success. In addition, we are careful stewards of our stockholders’ assets when making decisions about investments in research and development, employee compensation, and other expenses, striving to allocate our resources as cost-effectively

30


as possible. These goals cannot always be measured quantitatively, but we consider them critical to our long-term success and the creation of long-term stockholder value. We seek to strike a balance among these various objectives, so that there is not undue emphasis on meeting sh ort-term metrics at the expense of long-term goals, and so that our employees will be provided with appropriate incentives to focus on both short-term and long-term goals that are fundamental to creating further value in our business.

Compensation Philosophy and Objectives

W e aim to ensure that our compensation program is understandable and perceived as fundamentally fair to all stakeholders, including employees, executives and shareholders. Our compensation program, including compensation for our Named Executive Officers, reflects a pay-for-performance philosophy with the following objectives:

 

Provide competitive, market-based total compensation that attracts, retains and motivates highly-qualified employees who are dedicated to our mission and culture and who have the skills and experience required for the achievement of our business goals;

 

Link short-term and long-term cash and equity incentives to corporate and individual performance; and

 

Align the interests of our employees with our other stockholders and with the goal of building long-term value.

With these objectives, we have a compensation program that includes: an annual base salary; performance-based non-equity incentive compensation; time-based and, for senior level employees, performance-based equity awards that deliver significant real value if and as the value of the Company increases; employee health and welfare benefits; and learning and development, and career opportunities. We believe these compensation components provide the appropriate balance of short-term and long-term compensation and incentives to drive our performance, success, and long-term growth. The amounts of cash and equity compensation vary from person to person based on their role, market-competitive compensation, individual performance, and expected contribution to our future success, among other factors. Also, the Compensation Committee and our Board modified certain aspects of the 2017 and 2018 compensation program components for our Named Executive Officers and other executive officers. As further described below in this Compensation Discussion and Analysis , our executive officers were excluded from our normal 2018 annual base salary merit increase program and our 2018 annual equity award program, and Ron Cohen, M.D., our President and Chief Executive Officer, did not receive any payment under our 2017 performance-based non-equity incentive compensation program.

To further align executive compensation and the interests of our executives with the goal of maximizing long-term stockholder value, we have adopted Officer and Director Stock Ownership Guidelines and a Clawback Policy. The Stock Ownership Guidelines require that our executive officers and directors acquire (and then maintain) ownership of a certain amount of our common stock by a specified deadline. The Clawback Policy includes provisions for the return (or clawback) of incentive compensation awarded to our executive officers upon the occurrence of certain events. These policies are further described below.

Consisten t with our culture, it is generally our policy not to extend significant perquisites to our executives that are not available to all of our employees. We may cover relocation-related expenses for individual employees, including in some cases executive officers, where warranted due to individual circumstances.

Setting Executive Compensation

The implementation of our compensation program is carried out under the supervision of the Compensation Committee. The compensation for Ron Cohen, M.D., our President and Chief Executive Officer, is approved by our Board, after the Compensation Committee provides its analysis and recommendation. In connection with this process, Dr. Cohen provides a self-evaluation based on personal and corporate goals, which is reviewed by the Compensation Committee and the Board. The Compensation Committee has direct responsibility for reviewing and approving the compensation for Dr. Cohen’s direct reports, including each of our other Named Executive Officers and our other executive officers. Dr. Cohen and our Executive Vice President, Human Resources, provide substantive input to the process and make recommendations to the Compensation Committee as to specific elements of compensation ( i.e. , salary, non-equity incentive compensation, equity awards). As part of this process, Dr. Cohen provides a review of each executive officer’s performance along with his compensation recommendations. While the Compensation Committee utilizes this information and values Dr. Cohen‘s observations with regard to other executive officers, the ultimate decisions regarding executive compensation are made by the Compensation Committee and our Board of Directors.

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With the objectives and process described above in mind, the Compensation Committee annually review s the pay practices for our Named Executive Officers and our other employees. For 2017 compensation decisions, the Compensation Committee retained Arnosti Consulting Inc. to conduct a review of the total compensation program for our executive officers, inc luding our Named Executive Officers, as well as for other employees. Arnosti Consulting also provided the Compensation Committee with relevant market data and alternatives to consider when making compensation decisions for our Named Executive Officers and to confirm that our compensation program is competitive with the market. Arnosti Consulting has been engaged again for purposes of 2018 providing compensation benchmarking and other input to decisions.

The Compensation Committee reviews several compensation data sources when making compensation decisions, including data provided by Radford Surveys + Consulting data and publicly-disclosed data sourced through Equilar Data Services, Inc. The Compensation Committee uses this data to conduct a competitive analysis of relevant peers, comparing each element of total compensation against a select group of biotechnology/biopharmaceutical companies. The companies used in this analysis are companies against which the Compensation Committee believes we compete both for talent and for stockholder investment. The peer group of companies is periodically reviewed and updated by the Compensation Committee, taking into consideration the input of other members of our Board, including our Chief Executive Officer. Comparable companies are chosen from among other commercial-stage companies in our industry based on revenues, business model, market capitalization and size of employee population. We sometimes need to replace our self-selected peers because of strategic changes affecting these companies, for example, they may be acquired or consolidated into a larger company that does not meet our criteria.

In September 2016, the Compensation Committee recommended and the Board approved an update to our peer group companies to be used for compensation decision-making to include the following: ACADIA Pharmaceuticals Inc., AMAG Pharmaceuticals, Inc., ARIAD Pharmaceuticals Inc. (since acquired by Takeda Pharmaceutical Company Limited), Depomed, Inc., Exelixis, Inc., Halozyme Therapeutics, Inc., Heron Therapeutics, Inc., Insys Therapeutics, Inc., Intercept Pharmaceuticals, Inc., Ironwood Pharmaceuticals, Inc., The Medicines Company, Merrimack Pharmaceuticals, Inc., Nektar Therapeutics, Neurocrine Biosciences, Inc., Pacira Pharmaceuticals, Inc., Portola Pharmaceuticals, Inc., Raptor Pharmaceutical Corp. (since acquired by Horizon Pharma plc), Seattle Genetics Inc., Supernus Pharmaceuticals, Inc., and TESARO, Inc.

In September 2017, the Compensation Committee recommended and the Board approved an update to our peer group companies to be used for compensation decision-making to include the following: ACADIA Pharmaceuticals Inc., Acceleron Pharma, Inc., Achaogen, Inc., AMAG Pharmaceuticals, Inc., Clovis Oncology, Inc., Corcept Therapeutics Incorporated, Cytokinetics, Incorporated, Depomed, Inc., Halozyme Therapeutics, Inc., Heron Therapeutics, Inc., Horizon Pharma plc, Intercept Pharmaceuticals, Inc., Ironwood Pharmaceuticals, Inc., The Medicines Company, Nektar Therapeutics, Neurocrine Biosciences, Inc., Pacira Pharmaceuticals, Inc., Portola Pharmaceuticals, Inc., PTC Therapeutics, Inc., Puma Biotechnology, Inc., Spark Therapeutics, Inc., Supernus Pharmaceuticals, Inc., and Ultragenyx Pharmaceutical Inc. This most recent update reflects the Compensation Committee’s decision to remove and replace certain companies whose market capitalization had become substantially larger than the Company’s market capitalization, as well as changes needed to address mergers and acquisitions affecting some peers.

We work to properly tailor our compensation programs to our evolving organization and the individual backgrounds, expertise, and responsibilities of our executives in a way that appropriately incentivizes and rewards achievement of our identified goals. While we have not historically set compensation based on rigid targets determined by compensation at peer companies, we believe that it is important to align compensation both with individual employee and Company performance and with the market levels as established by our peer companies. In 2013, our Compensation Committee (with Board ratification) adopted a compensation policy under which we target total compensation to be at or above the 50 th percentile of the pay practices of our self-selected peer group of companies, with the opportunity to earn up to the 75 th percentile of this peer group based on exceptional Company and individual performance. The policy establishes a target, although 50% is not a minimum, and the Compensation Committee can grant compensation outside of the 50 th to 75 th percentile range if necessary and appropriate based on factors that it deems relevant. Also, under this policy there are no specific benchmarking targets for the pay components that make up total compensation, i.e. salary, incentive pay, and equity awards, although the Compensation Committee does consider relevant peer data for these components.

2017 “Say-on-Pay” Vote

The Compensation Committee regularly evaluates the Company’s executive compensation programs, and carefully considers actual compensation payouts, seeking the best approach to providing compensation that follows our compensation philosophy and meets our compensation objectives described above. Considering all pertinent factors, the Compensation

32


Committee believe s that our compensation programs embody a pay-for-performance philosophy that is well suited for these purposes. As described above under Our Business Values , our Compensation Committee takes a balanced approach in reviewing performance, looking at shorter -term quantitative measures as well as our success at achieving goals that are designed to build long-term stockholder value. Importantly, the Compensation Committee does not believe that performance can be accurately evaluated using a formulaic review of stock price changes. Due to the timing of disclosures and other factors, our stock price at any moment may not reflect our achievements in building value, and importantly stock price volatility may be driven in part by matters unrelated to Company performa nce. For example, a pivotal clinical trial may take longer than 12 months to complete, so that any appreciation in stock price achieved by positive results would not be reflected in the year in which the study was designed, initiated and perhaps substantia lly conducted.

As required by Section 14A of the Securities Exchange Act of 1934, at our 2017 Annual Meeting of Stockholders, our stockholders voted, in an advisory manner, on a proposal to approve our Named Executive Officer compensation. This was our most recent stockholder advisory vote to approve Named Executive Officer compensation, commonly referred to as the “say-on-pay” vote. The 2017 say-on-pay vote was approved by our stockholders, receiving approximately 97% of the vote of the stockholders present in person or represented by proxy and voting at the meeting.

We were pleased with the strong support from our stockholders on the say-on-pay vote at our 2017 Annual Meeting of Stockholders, and did not make any changes to our compensation policies or decisions specifically based on the results of the say-on-pay vote. The Compensation Committee intends to continue with its efforts to review and improve our compensation programs, and remains open to considering further changes that may be warranted as our business and industry evolve. We regularly solicit feedback from shareholders and other constituents it the investment community, and in 2017 we engaged an investor relations firm to conduct a formal survey. We intend to continue engaging with investors, as we greatly value the benefits of maintaining that dialogue and better understanding investor perspective.

Our CEO’s Mission and Leadership

Ron Cohen, M.D., has served as our President and Chief Executive Officer, and as one of our Directors since he founded the Company in 1995. Dr. Cohen originally formed the Company with the mission of developing therapeutic alternatives for people afflicted with neurological disorders such as multiple sclerosis. Dr. Cohen’s commitment to this mission is as strong today as it was back in 1995, and under Dr. Cohen’s leadership the Company has expanded its focus to include other nervous system disorders such as Parkinson’s disease.

Dr. Cohen’s leadership on several levels has been critical to the Company from its earliest days. His vision has always provided motivation and inspiration to employees. Dr. Cohen’s “tone from the top” has fostered a teamwork-oriented culture that encourages and rewards collaboration, innovation, integrity and honest communication. Dr. Cohen’s business and scientific leadership has also been critical to the Company’s success. Dr. Cohen’s business acumen has enabled the Company to grow from its roots as a small, privately-held development stage company. He has steered the Company through highly complex go/no go decisions, such as for internal development programs or potential external business development opportunities. Dr. Cohen has driven us to move quickly to seize opportunities when they do arise, including, for example, our 2014 acquisition of Civitas Therapeutics and its Inbrija (levodopa inhalation powder) development program. As the Company has grown, so, too, have the demands of our business, and Dr. Cohen has guided the Company’s recruitment of talented individuals to lead mission critical functions. Dr. Cohen has become a recognized business and scientific leader, serving in important roles in industry associations and receiving numerous business and scientific leadership awards.

As is typical for biotech companies, the Company’s development has not been linear; the Company has overcome numerous challenges. In 2017 the company experienced significant setbacks, including a federal District Court decision invalidating certain Ampyra patents. In light of this setback, Dr. Cohen made the difficult decision, with the support and approval of our Board, to implement a restructuring and terminate approximately 20% of our workforce to reduce our cost structure and focus our resources on our most important and valuable initiatives, including Inbrija. Also, in late 2017, Dr. Cohen made the difficult decision, again with the support and approval of our Board, to discontinue our tozadenant development program, due to certain serious adverse events. Dr. Cohen made this decision despite the Company’s significant investment in this program, considering patient health and safety.

The Board believes that Dr. Cohen is and will remain the best person to lead the Company for the foreseeable future. As described above, he has been the principal strategist behind the Company’s development since its formation, including its successful commercialization of Ampyra and the decision to acquire and develop Inbrija, which we believe represents a significant commercial opportunity.

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Dr. Cohen’s leadership and vision remain as important as ever to the Company. Dr. Cohen’s history in leading the Company through both its successes and setbacks as well as the leadership example he provides makes him uniquely qualified to provide valuable perspective to the Board as it oversees the advancement of our business and the interests of our stockholders.

Elements of Compensation

The compensation of Named Executive Officers consists of the following elements:

Base Salary: Annual base salary is designed to attract and retain qualified employees by providing a consistent cash flow throughout the year as compensation for performance of day-to-day responsibilities. The annual base salaries established for our Named Executive Officers and other employees are determined based on consideration of numerous factors, including the responsibilities of the position, prior relevant qualifications, background and experience, performance considerations, market competitive conditions, and other factors deemed relevant. Generally, we believe that executive base salaries should be targeted within the range of salaries for executives in similar positions with similar responsibilities and experience at comparable companies.

Annual base salaries are reviewed annually as part of our performance review process. The goal of our annual merit increase program for our executive officers and other employees is to provide increases in base salary, where appropriate, based upon current position and experience, past year’s performance and past year’s contributions to the Company, and compensation relative to other similarly qualified executives in other companies. Merit increase guidelines are determined each year and are typically based on external economic and competitive compensation trends, although other elements, such as the Company’s overall resources, may be a factor. During the review of base salaries for Named Executive Officers, the Compensation Committee primarily considers:

 

market data gathered both internally and by the Compensation Committee and its outside consultant, including comparison of compensation to senior executives at peer companies;

 

review of each executive’s compensation, both individually and relative to other officers; and

 

individual past year’s performance, based on individual goals and other factors considered relevant, and past year’s contributions to the Company.

Based on the criteria listed above, annual base salaries for each Named Executive Officer (other than the President and Chief Executive Officer) are recommended by the President and Chief Executive Officer and sent to the Compensation Committee for review. After consideration and possible modification, the Compensation Committee either approves annual base salaries for those Named Executive Officers or recommends them to the full Board for approval. The Compensation Committee recommends an annual base salary for the President and Chief Executive Officer to the full Board for approval.

The following table sets forth our Named Executive Officer 2017 and 2018 annual base salaries:

 

Name

 

Title

 

2017

Salary

 

 

2018

Salary

Ron Cohen, M.D.

 

President and CEO

 

$

795,675

 

 

$

795,675

David Lawrence

 

Chief, Business Operations and Principal Accounting Officer

 

$

393,300

 

 

$

393,300

Burkhard Blank, M.D.

 

Chief Medical Officer

 

$

533,100

 

 

$

533,100

Andrew Hindman

 

Chief Business Officer (1)

 

$

475,000

 

 

$

510,000

Lauren Sabella

 

Chief Commercial Officer

 

$

431,600

 

 

$

450,000

__________________________

 

(1)

Mr. Hindman became our Chief Business Officer in March 2018. Prior to that, he served as our Chief Business Development Officer since joining the Company in 2014.

For 2017 annual base salaries, the annual merit review occurred in the first quarter of 2017, and new salaries took effect on March 1, 2017. Dr. Cohen’s 2017 base salary was determined by the Board of Directors, and reflected a merit increase of 3% over his 2016 base salary pursuant to the Company’s merit increase guidelines. For each of our other Named Executive Offices, they also received increases pursuant to our merit increase guidelines: 3.5% for Mr. Lawrence; 1.5% for Dr. Blank (prorated increase based on the portion of 2016 during which he was employed); 3.5% for Mr. Hindman; and 4% for Ms. Sabella. In the case of Mr. Hindman, his 2017 base salary reflected the merit increase as described as well as an

34


adjustment of $52,000 to reflect his continuing a ssumption of corporate financing, financial planning and analysis and investor relations responsibilities due to the departure of Michael Rogers, our former Chief Financial Officer whose employment with the Company terminated in 2016. The determination to make this adjustment was based on an analysis of proxy data provided by Arnosti Consulting on base salaries of executives at peer companies with qualifications and responsibilities corresponding to the components of Mr. Hindman’s expanded role. These salar y increases were approved by the Compensation Committee based on the recommendation of Dr. Cohen.

None of Dr. Cohen, Mr. Lawrence, or Dr. Blank received a salary increase in 2018 as part of our regular merit increase program. The Board of Directors and the Compensation Committee decided not to provide an annual merit increase in their salaries based upon the recommendation of their compensation consultant, Arnosti Consulting. Arnosti Consulting made this recommendation based on analysis of executive salaries at the Company’s peer companies and in light of the Company’s compensation policies described above. In particular, it was determined that the salaries of these executive officers are already within the target range based on executive compensation at the Company’s peers. This determination was substantially affected by the Company’s most recent update to its self-selected peers, described above under Setting Executive Compensation . However, as reflected in the table above, in March 2018, Mr. Hindman received a $35,000 annual base salary adjustment. This adjustment was made in light of Mr. Hindman’s continuing assumption of additional responsibilities after the departure of Mr. Rogers, as described above. The Compensation Committee made this further adjustment after considering Mr. Hindman’s performance in this expanded role. At the same time, our Board approved a change in Mr. Hindman’s title to Chief Business Officer to better reflect the expansion of his role beyond business development leadership. Also reflected in the table above, in March 2018, Ms. Sabella received an $18,400 annual base salary adjustment based on an analysis of proxy data provided by Arnosti Consulting for executives at peer companies with similar qualifications and responsibilities. These salary adjustments were approved by the Compensation Committee based on the recommendation of Dr. Cohen.

Non-Equity Incentive Compensation Program:   Our annual performance-based non-equity incentive compensation program is a key component of our pay-for-performance philosophy. This program provides an incentive to our Named Executive Officers and other employees to achieve or exceed defined and communicated annual goals that incorporate objective and other measures, and results in cash compensation that is directly linked to individual and corporate performance. Beginning in the fourth quarter of each year, the Board works collaboratively with management to develop a detailed set of overall corporate performance goals tied to the next year’s operating plan. The goals are finalized and internally communicated Company-wide in the first quarter of the applicable year.

The non-equity incentive compensation program is designed to provide incentives to employees in alignment with both our short and long-term business strategies. Generally, the Board establishes goals for the program that it believes can and should be achieved with dedicated and diligent efforts, barring unforeseen circumstances, and which are intended to support achievement of our goals that are publicly communicated to investors and others. Shorter-term quantitative measures, such as annual product sales, are used for the Company’s non-equity incentive compensation program because much of the current value of our business is based on the success of our marketed products. In addition, the Board uses other scientific, business, organizational, and operational measurements, such as our ability to progress our research and development programs, our ability to protect and enhance our intellectual property assets, and our ability to grow our business through licensing and acquisitions. In many cases, these goals may not be measurable using quantitative or other objective criteria, but we consider them critical to our long-term success and the creation of long-term stockholder value.

After the conclusion of each year, the Board evaluates performance against goals, and assigns a performance score based on the weighting originally assigned to these goals and the extent to which goals were achieved. Additional credit may be awarded to recognize extraordinary execution of the goals, such as achievement of a critical milestone significantly ahead of schedule, or to recognize meaningful achievements that may not be reflected in the goals, such as completion of an important product acquisition or other strategic transaction. Our Compensation Committee and Board believe that the ability to award extra credit in this manner is a critical part of our compensation structure. Also, business development opportunities such as acquisitions cannot typically be predicted in advance. The Board and the Compensation Committee believe it is important to be able to recognize, where warranted, the ability of the Company to adapt to changing circumstances and seize significant opportunities that arise.

Corporate Goals

Following is a summary of the 2017 corporate goals established by the Board and used as a basis for awarding 2017 year-end non-equity incentive compensation payouts (listed with their relative weighting). Consistent with the overall purpose of the non-equity incentive compensation program, these goals were chosen by the Board to directly correlate with

35


near and long-term corporate strategy. These goals (as well as certain specific goal parameters associated with the go als) were approved by the Board in the fourth quarter of 2016 and then internally communicated Company-wide in the first quarter of 2017.

 

Goal

 

Rationale

     Product development milestones (including Inbrija, tozadenant and rHIgM22 programs) (68%)

 

     Progressing our product development programs is an important part of our long-term growth strategy. Because pharmaceutical development is inherently risky and unpredictable, the Board sets goal parameters for our product pipeline tied to critical stages of development, where we have to make complex go/no go decisions based potential cost, probability for success, commercial potential, and other factors. This encourages and rewards the prudent risk-taking that is a necessary part of our business and which we believe is critical to our success.

     Ampyra net sales targeted level (25%)

 

     Ampyra is the Company’s most significant marketed product, and substantially all of our net revenues currently come from Ampyra product sales, and the cash generated from Ampyra sales is a critical strategic asset particularly for the development of Inbrija. However, the Board has decreased the weighting given to Ampyra net sales in recent years, as future growth of our Company will be increasingly dependent on advancing Inbrija and our other development programs and potentially acquiring additional products.

     Operating expense and cash/cash equivalent targeted levels (7%)

 

     The Board and the Company are focused on fiscal management. We strive to be as efficient and cost-effective as possible while making the investments that we think are necessary to operate and grow our business.

 

Our Board has similarly established corporate goals for our 2018 non-equity incentive compensation program based on product development milestones, Ampyra sales, and certain financial results. Consistent with the overall purpose of the non-equity incentive compensation program, these goals were chosen by the Board to directly correlate with near and long-term corporate strategy. The goals and the specific goal parameters were approved by the Board in the fourth quarter of 2017 and then internally communicated Company-wide in the first quarter of 2018.

Individual Goals

Annual goals for each employee (other than Ron Cohen, M.D., our President and Chief Executive Officer) are established on an individual basis in the first quarter of each year (or after they join the Company, if hired mid-year). Individual goals are developed to provide focus on the most important aspects of each employee’s position, including particularly their potential contributions to corporate goals. For each of the Named Executive Officers other than Dr. Cohen, the individual goals are determined by Dr. Cohen in collaboration with the Named Executive Officer.

Under our non-equity incentive compensation program, Dr. Cohen’s payout is based on the corporate performance score and, therefore, he does not have separate individual goals that apply to calculating his payout under the non-equity incentive compensation program. The Board has structured his non-equity incentive compensation program payout in this manner because it believes that Dr. Cohen’s payout under this program should be based on his ability to lead the Company to achieve its corporate goals. The Board does establish personal goals for Dr. Cohen for purposes other than the non-equity incentive compensation program, typically related to his recruitment and/or effective oversight of other senior executives, as well as oversight of key organizational processes.

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Non-Equity Incentive Compensation Program Payout Targets

Target payout amounts under the non-equity incentive compensation program are based on a percentage of annual base salaries and are generally set near the target payout amounts within comparable companies, based both on the Company’s own research and the information provided by the Compensation Committee’s outside consultant. Following are the target payout amounts for our Named Executive Officers under this program:

 

Name

 

Title

 

Target Payout

Amount (1)

 

Goals Weighting

Ron Cohen, M.D.

 

President and CEO

 

80% of annual base salary

 

Based on the achievement of corporate goals

David Lawrence

 

Chief, Business Operations and Principal Accounting Officer

 

50% of annual base salary

 

80% based on achievement of corporate goals, 20% based on individual goals

Burkhard Blank, M.D.

 

Chief Medical Officer

 

50% of annual base salary

 

80% based on achievement of corporate goals, 20% based on individual goals

Andrew Hindman

 

Chief Business Officer (2)

 

50% of annual base salary

 

80% based on achievement of corporate goals, 20% based on individual goals

Lauren Sabella

 

Chief Commercial Officer

 

50% of annual base salary

 

80% based on achievement of corporate goals, 20% based on individual goals

__________________________

 

(1)

Targets are established using annual base salary as determined in the first quarter of each year. Subsequent changes in salary during the year may result in a prorated adjustment non-equity incentive compensation targets based on the effective date of the adjustment.

 

(2)

Mr. Hindman became our Chief Business Officer in March 2018. Prior to that, he served as our Chief Business Development Officer since joining the Company in 2014.

Based on the overall corporate performance score determined by the Board and the individual performance level of each executive, non-equity incentive compensation payouts may be above or below target payout amounts. The Compensation Committee and Board do not establish formal threshold, or minimum, payout amounts. As described above, during the first quarter of the following year, the Board, upon recommendation of the Compensation Committee, determines the actual corporate performance score based on achievement of goals used in setting non-equity incentive compensation payout amounts. Payouts for each Named Executive Officer (other than the President and Chief Executive Officer) are recommended by the President and Chief Executive Officer and sent to the Compensation Committee for review. The Compensation Committee may approve payouts for those Named Executive Officers or may refer them to the full Board for review. The Compensation Committee recommends a payout for the President and Chief Executive Officer to the full Board for approval. The non-equity incentive compensation payouts are made in the first quarter of the following year.

2017 Performance

In March 2018, the Compensation Committee and the Board determined that corporate performance in light of the 2017 corporate goals, described above, merited a 40% corporate performance score for all of our employees, including all of our executive officers. The score was determined as follows:

 

The Company received 8% credit out of the total 68% allocated to product development milestones goal in light of the positive phase 3 Inbrija clinical trial results announced in 2017. However, the Company did not receive any other credit for this goal because it failed to achieve the balance of the product development milestones. In particular: In August 2017 the Company received a Refusal to File letter from the FDA regarding its New Drug Application, or NDA, for Inbrija, and, accordingly, did not receive FDA acceptance of the NDA in 2017; the Company terminated its tozadenant development program; and, the Company failed to meet clinical timeline and supply targets for its rHIgM22 program. The Company refiled the Inbrija NDA in December 2017 and it was accepted for filing by the FDA in February 2018, but no credit for these actions was given for the 2017 product development goal.

 

The Company received the full 25% allocated to the Ampyra net sales goal because the Company met its 2017 targeted level for Ampyra net sales.

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The Company achieved its operating expense and cash/cash equivalents targeted levels, and received the full 7% allocated to this goal.

Non-Equity Incentive Compensation Payouts for 2017

The target payout established for Ron Cohen, M.D., our President and Chief Executive Officer, for 2017 was 80% of annual base salary. Based on this target payout amount and the 40% performance score assigned to the corporate goals as approved by the Compensation Committee and the Board, Dr. Cohen would have received a 2017 non-equity incentive compensation payout of $254,616, equal to 40% of his non-equity incentive compensation payout target for 2017. However, the Compensation Committee and Board of Directors determined that no payment should be made to Dr. Cohen under our 2017 non-equity incentive compensation program in light of the substantial level of Company underperformance during 2017. This decision to hold Dr. Cohen accountable does not reflect any change in the Compensation Committee’s and the Board’s full support of Dr. Cohen’s leadership of the Company.

The individual goals set for 2017 for Burkhard Blank, M.D., our Chief Medical Officer, related to: compliance with laws, regulations, and Company policies; management and development of employees; advancement of the Company’s product development programs, including Inbrija, tozadenant and SYN120 and CVT-427; and participation in activities with field-based employees. The target payout established for Dr. Blank for 2017 non-equity incentive compensation was 50% of annual base salary. The Compensation Committee and Board approved an individual 2017 performance score of 85% for Dr. Blank. Based on the corporate performance score, his individual performance score, and his payout target, Dr. Blank received a 2017 non-equity incentive compensation payout of $130,610, representing 49% of his 2017 non-equity incentive compensation payout target.

The individual goals set for 2017 for David Lawrence, our Chief, Business Operations and Principal Accounting Officer, related to: compliance with laws, regulations and Company policies; management and development of employees; management of the Company’s corporate finance and financial reporting functions, and oversight of expenses in accordance with the Company’s approved budget; development of a plan to integrate and reorganize processes with the corporate finance function; development of long-term plans for facilities acquired with Biotie Therapies in South San Francisco, California and Turku, Finland; expansion of the Company’s Chelsea, Massachusetts manufacturing facility in preparation of Inbrija commercial launch; management of continued process improvements for the Company’s program management function; integration of the Company’s key information systems across facility sites, particularly as needed to support Inbrija manufacturing in accordance with specified timelines. The target payout established for Mr. Lawrence for 2017 non-equity incentive compensation was 50% of annual base salary. The Compensation Committee and Board approved an individual 2017 performance score of 101% for Mr. Lawrence. Based on the corporate performance score, his individual performance score, and his payout target, Mr. Lawrence received a 2017 non-equity incentive compensation payout of $102,651, representing approximately 52% of his 2017 non-equity incentive compensation payout target.

The individual goals set for 2017 for Andrew Hindman, our Chief Business Officer, related to: compliance with laws, regulations, and Company policies; management and development of employees; leadership and implementation of business development strategy, including royalty monetization transactions, partnering or out-licensing lead programs outside the U.S., and sales or out-licenses of certain lower-priority programs; Company leadership team involvement, including leadership of efforts to design and implement business process improvements and to develop contingency plans; participation in activities with field-based employees; integration of South San Francisco, California site operations and personnel acquired with Biotie Therapies; oversight of the Company’s alliance management, financial planning, and investor relations functions. The target payout established for Mr. Hindman for 2017 non-equity incentive compensation was 50% of annual base salary. The Compensation Committee and Board approved an individual 2017 performance score of 104.3% for Mr. Hindman. Based on the corporate performance score, his individual performance score, and his payout target, Mr. Hindman received a 2017 non-equity incentive compensation payout of $125,543, representing approximately 53% of his 2017 non-equity incentive compensation payout target. 

The individual goals set for 2017 for Lauren Sabella, our Chief Commercial Officer, related to: compliance with laws, regulations and Company policies; management and development of employees; oversight of the commercial strategy for Ampyra, using legally-compliant marketing practices, to achieve targeted sales in 2017 and to plan for potential generic competition in 2018; implementation of the Company’s cross-functional development committee and integration of the activities and decisions of that committee with certain other business functions; planning for a potential commercial launch of Inbrija in accordance with specified timelines; and participation in activities to maintain knowledge healthcare industry dynamics, particularly as relating to a potential commercial launch of Inbrija. The target payout for Ms. Sabella for 2017 non-equity incentive compensation was 50% of annual base salary. The Compensation Committee and the Board approved an

38


individual 2017 performance score of 105.3% for Ms. Sabella. Based on the corporate performance score, her individual performance score, and her payout target, Ms. Sabella received a 2017 non-equity incentive compensation payout of $114,503, representing approximately 53% of her 2017 non-equity incentive compensation payout target.

2018 Special Cash Incentives

In March 2018, the Compensation Committee and the Board approved the granting of special cash incentives that are contingent on the achievement of the first of either one of the following two milestones that have the potential to generate substantial value for the Company and its stockholders:

 

a successful appeal of the federal District Court decision invalidating certain Ampyra patents, based on a federal Court of Appeals decision that either reverses the District Court decision on, or remands the case back to the District Court, for at least one of the Ampyra patents invalidated by the District Court; or

 

Receipt of first cycle approval from the U.S. Food and Drug Administration of the Company’s New Drug Application, or NDA, for Inbrija, without the Company’s receipt of a Complete Response Letter.

All employees, including our executive officers, are eligible for the special cash incentives, except that individuals that did not participate in our 2017 non-equity incentive compensation plan are excluded (such as recently-hired employees and field-based employees that participate in a separate incentive compensation program). Eligible individuals must remain employed through achievement of the milestone that triggers payout of the special cash incentives, except if employment terminates after a change in control or merger or sale of the Company. The special cash incentive payouts for our named executive officers would be 1.5 times their 2018 non-equity incentive compensation program targets, as follows:  Ron Cohen, $954,810; David Lawrence, $294,975; Burkhard Blank, $399,825; Andrew Hindman, $382,500; and Lauren Sabella, $337,500. These special cash incentives, if they become payable, would be in addition to the Company’s annual non-equity cash incentive program, described above. The decision to implement the special cash incentives was made to motivate and reward the Company’s focus on the 2018 priorities that have great potential to drive shareholder value, particularly in light of 2017 setbacks and their impact on compensation.

Ad Hoc Bonuses

Separate from our annual non-equity incentive compensation program, our Compensation Committee has occasionally awarded individual bonuses on an ad hoc basis to recognize exceptional contributions to the Company’s business.

In 2016, David Lawrence was awarded a cash bonus of $65,000 in recognition of his agreement to take on responsibilities relevant to our financial accounting and reporting function in addition to his then-existing role as our Chief of Business Operations. The bonus was in addition to a 2016 base salary increase in recognition of his agreement to take on these responsibilities. The bonus was paid in March 2017 with Mr. Lawrence’s 2016 year-end non-equity incentive compensation. Similarly, in 2016, Andrew Hindman was awarded a cash bonus of $70,000 in recognition of his agreement to take on corporate financing, financial planning and analysis and investor relations responsibilities in addition to his then-existing role as our Chief Business Development Officer. This bonus was paid in installments from October 31, 2016 through March 31, 2017. In March 2017, both Mr. Lawrence and Mr. Hindman were awarded additional bonuses of $50,000 each, payable in four equal quarterly installments, given that the Company has not hired a new Chief Financial Officer since the departure of Michael Rogers, our former Chief Financial Officer, and accordingly Mr. Lawrence and Mr. Hindman continue to assume responsibilities previously assigned to Mr. Rogers.

Also, the Company operates in a highly competitive environment for the recruitment of qualified senior executives and other employees needed for the continued progress and growth of our business. Accordingly, from time to time, the Compensation Committee approves one-time cash bonus awards to individuals as an incentive to join the Company and in some cases to compensate individuals for lost compensation opportunity from their prior employer. No such new hire bonuses or compensatory awards were awarded to any executive officers in 2017.

Equity Awards: Equity awards are another key component of our pay-for-performance compensation philosophy. Equity awards are currently granted under our 2015 Omnibus Incentive Compensation Plan. Equity awards are typically granted to newly-hired employees and pursuant to our annual equity award program. Our annual equity awards vary from year to year, as further described below. Arnosti Consulting, the Compensation Committee’s outside compensation

39


consultant, assists the Compensation Committee in structuring our equity compensation programs and in dev eloping the equity award guidelines.

To further align executive compensation and the interests of our executives with the goal of maximizing long-term stockholder value, in 2014 our Board adopted Officer and Director Stock Ownership Guidelines. The Stock Ownership Guidelines, which are described in further detail below under Stock Ownership Guidelines , require that our executive officers and directors acquire (and then maintain) ownership of a certain amount of our common stock prior to a specified deadline.

Annual Equity Award Program . The Compensation Committee and the Board make determinations at least annually regarding our equity programs, including the total pool of shares to be authorized for awards, the types of awards to be granted, and the guidelines for individual award amounts. The Compensation Committee and the Board seek to determine whether the complete compensation packages provided to our executive officers, including prior equity awards, are sufficient to retain, motivate and adequately reward them. This determination is based on benchmarking information provided both by the Company and Arnosti Consulting. For Vice Presidents and above, including executive officers, the President and Chief Executive Officer reviews the potential long-term value of existing and potential awards and their ability to encourage retention, engagement and motivation. These judgments also consider our compensation policy, described above, under which we target total compensation to be in the range of the 50 th to 75 th percentile of our peers. Additionally, in determining the total pool of shares to be authorized for our annual and other awards, as well as the ratio of different awards types to granted, the Compensation Committee and the Board consider other relevant factors, including the remaining total authorized shares under the applicable equity plan (i.e., our 2015 Omnibus Incentive Compensation Plan), the relative dilutive impact of providing different award types, and equity compensation practices at peer companies.

The Compensation Committee establishes target award amounts for each level within the organization, but individual awards can deviate from these targets provided that aggregate award amounts do not exceed specified pools set by these target award amounts. For example, typically there is a specified pool for all of Dr. Cohen’s executive management team, and a separate specified pool for each department within the organization.

Awards for our 2017 annual award program were substantially reduced at all levels as compared to 2016, and there was a further reduction for the 2018 annual program awards. Furthermore, none of our executive officers received any equity awards with our 2018 annual grants. As noted above, the Company believes that the equity award program is a key component of the pay-for-performance philosophy, and the equity awards are critical to attracting and retaining talented employees. However, the current share reserve in the 2015 plan is not sufficient for the Company to continue granting awards in amounts that the Compensation Committee and Board believe are necessary to appropriately and fully reward and incentivize employee performance with the goal of creating maximal shareholder value. The reductions in the 2017 and 2018 award pools were made considering the need to carefully manage the use of the remaining share reserve in our 2015 Omnibus Incentive Compensation Plan. Accordingly, the Compensation Committee and the Board made the decision to exclude all of the Company’s executive officers and certain other members of the Company’s senior leadership team from the 2018 annual equity award program. This decision was made to hold the Company’s senior leadership accountable for 2017 performance and increase the pool of shares that were available for awards to other employees. As further described below under Proposal Two in this Proxy Statement, we are seeking approval of an amendment to the 2015 Omnibus Incentive Compensation Plan at our 2018 Annual Meeting to increase the number of shares of our common stock authorized for issuance under that plan.

Combination of Award Types; Award Terms and Conditions; Performance-Based Vesting. A significant portion of our executive officers’ total potential compensation package has historically included equity awards, although, as noted above, our executive officers did not receive 2018 annual equity awards. Historically, the awards to our executive officers and other employees have been a mix of stock options and restricted stock awards subject to time-based vesting, but commencing in 2016 this mix was modified to include both time-based and performance-based vesting awards for our executive officers and other senior employees. In 2016 and 2017, we issued performance-based awards in the form of restricted stock units, which represent the right to payment (or settlement) in the form of a share of the Company’s common stock for each restricted stock unit upon achievement of the specified vesting conditions. All of our equity award types provide our executive officers and other employees with compensation that has a strong link to our long-term performance, creates an ownership culture, and generally aligns the interests of our employees with the interests of our stockholders. Used in combination, these types of awards can deliver significant real value to our employees if and as the value of our Company increases, and importantly they provide some equity incentive even when we experience extreme stock price volatility.

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Our Compensation Committee reviews o ur compensation programs annually, and as part of that review the Compensation Committee considers equity award terms and conditions considering numerous factors, including equity award practices at our peer companies and within our industry generally This review has included consideration of whether the use of performance-based awards would be appropriate to reinforce the link between compensation and our long-term performance and to better align the interests of our executives with the interest of our sto ckholders. The Compensation Committee first introduced performance-based equity awards in 2016, and for our 2017 annual equity award grants, the Compensation Committee determined that the Company should again use performance-based awards for the Company’s most senior employees. The Committee also concluded that time-based vesting awards should continue to be an important part of our equity compensation program for all employees because the pharmaceutical development programs that we pursue as the core of ou r long-term business strategy are inherently unpredictable and risky, and we wish to provide retention incentives and significant up-side potential if and when business success leads to increased shareholder value creation.

The Compensation Committee believes that the combined use of stock options and restricted stock and/or restricted stock units appropriately balances the goals of paying for performance, aligning management with shareholders, and retaining top-performing and critical employees. The Compensation Committee believes that our equity award program should include stock options because stock options reward an employee only if our stock price increases above the exercise price of the stock option (i.e., market price on the NASDAQ Global Market at the close of business on the grant date). Stock options are therefore an effective method of motivating and incentivizing recipients to manage our Company in a manner that is consistent with the long-term interests of our stockholders. In addition, the Compensation Committee believes that restricted stock awards and/or restricted stock units are another effective tool for motivating, retaining, and incentivizing employees, especially when used in addition to stock options. The stock ownership opportunities afforded by restricted stock awards and/or restricted stock units align the interests of our employees and stockholders even in situations where declines in our stock price (which can be caused by factors unrelated to Company performance) diminish the retentive or incentivizing effects of stock options.

The equity awards issued to our Named Executive Officers and other executive officers pursuant to our 2017 annual equity award programs are further described below under 2017 Equity Awards . None of our executive officers received any equity awards with our 2018 annual grants, as further described below under 2018 Equity Awards .

Approval Process. With respect to stock option grants to our executive officers other than our President and Chief Executive Officer, a recommendation is made by our President and Chief Executive Officer to the Compensation Committee for review. After consideration and possible modification, the Compensation Committee either approves stock option grants for those executive officers or recommends them to the full Board for approval. With respect to stock option grants to our President and Chief Executive Officer, the Compensation Committee recommends them to the full Board for approval. Annual stock option grants are typically approved in the first quarter of each year, based primarily on the individual’s anticipated future contributions to the creation of stockholder value, and are typically awarded with a ten year term. The Company does not grant discounted options, nor does it re-price outstanding options. The Company does not backdate or grant options retroactively. In addition, the Company does not coordinate grants of options so that they are made before announcement of favorable information, or after announcement of unfavorable information.

Annual restricted stock awards and/or restricted stock units are approved at the same time and pursuant to the same process as the stock option awards. With respect to restricted stock award/restricted stock unit grants to our executive officers other than our President and Chief Executive Officer, a recommendation is made by our President and Chief Executive Officer to the Compensation Committee for review. After consideration and possible modifications, the Compensation Committee either approves restricted stock award/restricted stock unit grants for those executive officers or recommends them to the full Board for approval. With respect to restricted stock award/restricted stock unit grants to our President and Chief Executive Officer, the Compensation Committee recommends them to the full Board for approval.

2017 Equity Awards

For our 2017 annual equity award program, our executive officers and other senior employees were granted a combination of 30% performance-based vesting restricted stock units, 20% time-based vesting restricted stock awards and 50% time-based vesting stock options, all as further described below. Other employees (below the level of Senior Director) received a mix of time-based restricted stock awards and stock options, with an award ratio of 50% stock options and 50% shares of restricted stock. As noted above, 2017 award amounts reflected a substantial reduction in the overall equity award program in 2017 as compared to 2016, considering the need to carefully manage the use of the remaining share reserve in our 2015 Omnibus Incentive Compensation Plan.

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The restricted stock units vest in equal installments based upon a determination by the Compensation Committee that the following performance conditions have been achieved, subje ct to a minimum vesting period of 12 months from the grant date for each installment:

 

one-third would have vested if the Phase 3 clinical trial of tozadenant being conducted by the Company and its subsidiaries, referred to as study CL-05, achieved its primary endpoint as specified in the protocol for such study; however, our Compensation Committee terminated all of these awards in March 2018 because the Company discontinued its tozadenant development program in November 2017, and consistent with the Company’s pay-for-performance compensation philosophy and the specific rationale for granting those performance-based awards, recipients of those awards did not receive any replacement or other compensation for those terminated awards;

 

one-third will vest if the U.S. Food and Drug Administration, or FDA, approves a New Drug Application, or NDA, for the Company’s Inbrija product; and

 

one-third will vest if the Company successfully completes the FDA’s pre-approval inspection of the Company’s Chelsea, Massachusetts facility relating to the Company’s Inbrija NDA.

The 2017 stock options vest quarterly in equal installments over four years beginning on January 1, 2017, have an exercise price equal to $27.475, the closing price of our common stock on the Nasdaq Global Market on March 1, 2017 (the grant date), and expire ten years after the grant date.

The restricted stock awards vest in four installments as follows: one-fourth on December 1, 2017, one-fourth on December 1, 2018, one-fourth on December 1, 2019 and one-fourth on December 1, 2020.

The 2017 annual equity awards to our executive officers and other senior employees included a substantial performance-based component, reflecting a change we made to our equity compensation program in 2016. The Compensation Committee and the Board believe that this is an effective enhancement to our equity award program, and they expect that future annual awards to executive officers and other senior employees will also include performance-based components. For the 2017 awards, the Compensation Committee and the Board added a one-year minimum vesting requirement to newly-granted performance awards. The Compensation Committee and the Board determined that, in this case, the minimum vesting period was a beneficial enhancement to our performance award program because it reinforces the purpose of the awards as long-term incentives without impacting the long-term economic value being offered to employees.

As described above, 2017 annual equity awards to our executive officers and other senior employees included a mix of both time-based stock options and time-based restricted stock awards in addition to the performance awards. The Compensation Committee and Board determined to use this mix based on their evaluation of an appropriate award pool size and mix of award types to best manage our use of the remaining 2015 plan share reserve.

Burkhard Blank, M.D., commenced employment as our Chief Medical Officer on July 1, 2016, and accordingly the employment offer letter with Dr. Blank contemplated a pro rata grant of 2017 annual equity awards based on his length of employment in 2016. However, at the time of approval of the 2017 annual equity awards, the Board and the Compensation Committee concluded that Dr. Blank was deserving of a full rather than pro-rated 2017 annual equity award (as reflected in the table above). The Board and the Compensation Committee made this decision in light of Dr. Blank’s provision of chief medical officer consulting services on an interim basis from January through June, 2016, prior to his formally taking on the position of our Chief Medical Officer.

2017 stock option grants and restricted stock and restricted stock unit awards to our Named Executive Officers are shown in the 2017 Grants of Plan-Based Awards table in the Executive Compensation section of this Proxy Statement. Total outstanding unvested stock option grants and restricted stock and restricted stock unit awards held by our Named Executive Officers are shown in the Outstanding Equity Awards at December 31, 2017 table. Award values shown in those tables do not necessarily reflect the ultimate value of the awards to the recipients, which will depend on the price of our common stock on future dates when shares underlying vested equity awards are sold.

2017 awards to our Named Executive Officers, as reflected in the 2017 tables in the Executive Compensation section of this Proxy Statement, include stock options and restricted stock and restricted stock unit awards that were granted in March 2017 as part of our annual equity award program, described above, as well as certain additional stock options that were granted to Dr. Blank, Mr. Hindman and Ms. Sabella in May 2017 separate from our annual equity award program. These additional stock options were granted by the Compensation Committee to Dr. Blank, Mr. Hindman and Ms. Sabella

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based on the recommendation of Arnosti Consulting. Arnosti Consulting made this recommendation based on an analysis of proxy data for executives at peer companies with qualificat ions and responsibilities comparable to those of Dr. Blank, Mr. Hindman and Ms. Sabella. Based on this analysis, the Compensation Committee determined that these officers had not received, on a cumulative basis, equity incentives with a potential long-term value commensurate with their current roles and responsibilities and the Committee accordingly granted these stock options to adjust for the deficiency. The stock options were granted on May 1, 2017, vest in installments over two years from the grant date (25% after six months, with the balance vesting in equal quarterly installments thereafter), have an exercise price equal to $16.50 per share (the closing price of our common stock on the Nasdaq Global Market on the grant date), and expire ten years after the grant date.

2018 Equity Awards .

None of our executive officers received any equity awards with our 2018 annual grants. The Compensation Committee and the Board made the decision to exclude them from the 2018 annual equity award program to hold the Company’s senior leadership accountable for 2017 performance and to increase the pool of shares that were available for stock option awards that were granted to other employees.

Stock Ownership Guidelines

Our Board of Directors has adopted Officer and Director Stock Ownership Guidelines. The purpose of the Guidelines is to encourage ownership of the Company’s common stock, promote the alignment of the long-term interests of the Company’s executive officers and directors with the long-term interests of the Company’s stockholders, and to further promote our commitment to sound corporate governance. The Guidelines are applicable to our executive officers, such other executives as may be designated by our Chief Executive Officer, and our non-management directors.

Under the Guidelines, covered officers and directors must acquire ownership of target common stock ownership levels by the end of the applicable compliance period. The target common stock ownership levels are specified as shares of our common stock with a value equal to a multiple of annual base salary, in the case of officers, and a multiple of the annual base cash retainer, in the case of non-management directors, as follows:

 

Four times (4x) annual base salary for the President and Chief Executive Officer

 

Two times (2x) annual base salary for each other executive officer covered by the Guidelines

 

Three times (3x) annual base cash retainer for non-management directors

The Guidelines provide for evaluation of stock ownership as of the end of each calendar year, and specify the use of a 60 trading day average of our common stock price to mitigate the impact of stock volatility. Owned shares as well as vested stock and option awards are counted towards meeting the Guidelines. Individuals covered by the Guidelines are expected to achieve their target ownership level by the calendar year end that is closest to the fifth anniversary of their becoming subject to the Guidelines. For all of our current executive officers and directors, the compliance deadline is the end of 2018 or later. The Compensation Committee is responsible for administering the Guidelines. The Committee has the authority to impose remedial measures needed to ensure compliance with the Guidelines, and also to grant exceptions in the case of individual hardship, such as may be caused by a decline in the market price of the Company’s common stock or due to personal circumstances such as divorce, significant health issues or a catastrophic event. Subject to that discretion, a covered individual that does not achieve their target ownership level by the end of their compliance period is expressly restricted from disposing of any shares resulting from vested equity awards, net of any shares used to cover taxes or stock option exercise price, until they achieve compliance.

Clawback Policy

Our Board of Directors has adopted a Clawback Policy. The policy provides that certain incentive compensation is recoverable from an executive officer if the Company is required to restate financial statements due to misconduct of that executive officer that significantly contributes to the need for the restatement. Generally, “incentive compensation” under the policy includes compensation in any form (e.g., cash or equity compensation) that is paid or awarded or which vests in whole or in part based on the achievement of specific financial targets or goals. The policy is applicable to incentive compensation awarded at the time of or after adoption of the policy in 2014.

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If the Clawback Policy is triggered in rel ation to any executive officer, the executive officer must repay the Company (and the Company may cancel equity awards representing) all or a portion of the excess incentive compensation for the affected periods (on an after-tax basis) as determined by the Compensation Committee. The excess incentive compensation is the amount by which incentive compensation actually paid, awarded, or vested for the relevant periods exceeds what would have been paid, awarded or vested based on the restated financial results for those periods. In making its determination regarding the amount of incentive compensation that must be repaid, the Compensation Committee may take factors into account that it considers relevant, including the extent to which the executive officer was involved in the misconduct that led to the restatement; the extent to which the incentive compensation was paid, awarded or vested based on consideration of financial targets or goals but not on an objective, formulaic basis; and any gain that the executi ve officer may have realized from the sale of shares issued as incentive compensation.

In addition, if and when the Securities and Exchange Commission adopts implementing regulations under Section 954, “Recovery of Erroneously Awarded Compensation,” under The Dodd-Frank Wall Street Reform and Consumer Protection Act, we anticipate that our Board will review and amend the Clawback Policy, as may be necessary, to comply with such implementing regulations.

The provisions of our Clawback Policy are in addition to the existing compensation reimbursement provisions of Section 304 of the Sarbanes-Oxley Act of 2002, which are applicable to our Chief Executive Officer and Chief Financial Officer.

Insider Trading Policy and Anti-Hedging

We have an Insider Trading Policy that has been adopted in light of restrictions under applicable securities laws. This policy prohibits trades in our common stock that would violate these laws, and it also imposes other restrictions such as blackout periods and prior notification and/or clearance requirements intended to protect against inadvertent violations of these laws. This policy also prohibits officers, directors, and their family members from engaging in any short sales of our common stock or any purchases or sales of puts or calls for speculative purposes. If and when the Securities and Exchange Commission adopts implementing regulations under Section 955, “Disclosure Regarding Employee and Director Hedging,” under The Dodd-Frank Wall Street Reform and Consumer Protection Act, we anticipate that our Board will review and consider amending our Insider Trading Policy based on the disclosure requirements of such implementing regulations .

Tax and Accounting Considerations

We have structured our compensation program to comply with Internal Revenue Code Section 409A. If an executive is entitled to nonqualified deferred compensation benefits that are subject to Section 409A, and such benefits do not comply with Section 409A, then the benefits are taxable in the first year they are not subject to a substantial risk of forfeiture. In such case, the executive is subject to regular federal income tax, interest and an additional federal income tax of 20% of the benefit includible in income.

The Company calculates the accounting cost of equity-based long-term incentive awards under Accounting Standards Codification (ASC) Topic 718. As such, the grant date accounting fair value, which is fixed at date of grant, is expensed over the vesting period. Consistent with SEC regulations, the aggregate grant date fair value for all stock awards or option awards granted during the applicable years to our Named Executive Officers is presented in the Summary Compensation Table.

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EXECUTIVE C OMPENSATION

The following table provides certain summary information concerning the compensation earned in 2017 by our Chief Executive Officer, Chief, Business Operations and Principal Accounting Officer, and each of the three other most highly paid executive officers during the year ended December 31, 2017. We refer to the officers listed in the table below collectively as our “Named Executive Officers.”  

2017 Summary Compensation Table

 

Name and Principal

Position

 

Year

 

Salary

($)

 

 

Bonus

($)

 

 

Stock

Awards

($)(1)

 

 

Option

Awards

($)(1)

 

 

Non-Equity

Incentive   Plan

Compensation

($)(2)

 

 

All

Other

Compensation

($)(3)

 

 

Total

($)

 

Ron Cohen, M.D.

 

2017

 

$

791,813

 

 

$

 

 

$

821,503

 

 

$

395,718

 

 

$

 

(9)

$

7,950

 

 

$

2,016,984

 

President and Chief

 

2016

 

 

772,500

 

 

 

 

 

 

1,046,501

 

 

 

1,043,884

 

 

 

562,380

 

(10)

 

7,950

 

 

 

3,433,215

 

Executive Officer

 

2015

 

 

768,750

 

 

 

 

 

 

607,580

 

 

 

1,510,794

 

 

 

553,728

 

(11)

 

7,950

 

 

 

3,448,802

 

David Lawrence

 

2017

 

 

391,083

 

 

 

50,000

 

(5)

 

302,225

 

 

 

145,582

 

 

 

102,651

 

(9)

 

7,950

 

 

 

999,491

 

Chief, Business Operations

 

2016

 

 

366,054

 

 

 

75,000

 

(6)

 

369,334

 

 

 

368,411

 

 

 

174,046

 

(10)

 

7,950

 

 

 

1,360,795

 

and Principal Accounting Officer

 

2015

 

 

351,783

 

 

 

 

 

 

199,179

 

 

 

507,514

 

 

 

164,165

 

(11)

 

7,950

 

 

 

1,230,591

 

Burkhard Blank, M.D.

 

2017

 

 

531,750

 

 

 

 

 

 

288,488

 

 

 

515,659

 

 

 

130,610

 

(9)

 

11,062

 

(12)

 

1,477,569

 

Chief Medical Officer

 

2016

 

 

835,500

 

(4)

 

 

 

 

1,299,500

 

 

 

1,133,424

 

 

 

245,175

 

(10)

 

7,950

 

 

 

3,521,549

 

Andrew Hindman

 

2017

 

 

463,950

 

 

 

50,000

 

(5)

 

315,963

 

 

 

641,903

 

 

 

125,543

 

(9)

 

7,950

 

 

 

1,605,309

 

Chief Business Officer

 

2016

 

 

408,700

 

 

 

95,000

 

(7)

 

408,027

 

 

 

688,628

 

 

 

196,176

 

(10)

 

7,950

 

 

 

1,804,481

 

 

 

2015

 

 

407,250

 

 

 

50,000

 

(8)

 

150,644

 

 

 

383,886

 

 

 

193,887

 

(11)

 

11,315

 

(13)

 

1,196,982

 

Lauren Sabella

Chief Commercial Officer

 

2017

 

 

428,833

 

 

 

 

 

 

302,225

 

 

 

635,285

 

 

 

114,503

 

(9)

 

7,950

 

 

 

1,488,796

 

__________________________

(1)

Represents the aggregate grant date fair value for all stock awards (including restricted stock units) or option awards granted during the years shown, in accordance with ASC Topic 718. The method and assumptions used to calculate the value of the stock awards and option awards granted to our Named Executive Officers are discussed in Note 9 to our audited consolidated financial statements in our 2017 annual report on Form 10-K, as amended by Amendment No. 1 on Form 10-K/A. Included in these values are the values of certain performance-based restricted stock units (RSUs) granted in 2017 that were awarded subject to vesting based on achievement of performance goals as described in the Compensation Discussion and Analysis section of this Proxy Statement, under the heading 2017 Equity Awards . Vesting is based on when the Compensation Committee of our Board of Directors determines that the performance goals applicable to the awards have been met. One-third of these awards would have vested if the Phase 3 clinical trial of tozadenant being conducted by the Company and its subsidiaries, referred to as study CL-05, achieved its primary endpoint as specified in the protocol for such study. However, vesting of these RSUs became impossible when we terminated this program in November 2017. The RSUs that would have vested based on this performance goal were accordingly terminated by the Compensation Committee in March 2018. The value for the terminated RSUs included in 2017 compensation are as follows:  Dr. Cohen ($164,301); Mr. Lawrence ($60,445); Dr. Blank ($57,698); Mr. Hindman ($63,193) and Ms. Sabella ($60,445).

(2)

Variable annual year-end cash payouts to our Named Executive Officers under our non-equity incentive compensation plan are set forth under the caption “ Non-Equity Incentive Plan Compensation .” Bonus payments such as sign-on bonuses and one-time service awards for exceptional contributions to the Company are listed separately under the caption “Bonus.”

(3)

Unless otherwise indicated, represents the employer 401(k) matching contribution to employee deferrals. For each dollar an employee invests up to 6% of his or her earnings, the Company contributes an additional 50 cents into the funds, subject to IRS annual limits.

(4)

Includes $573,000 of consulting fees paid in 2016 to Dr. Blank while he was a consultant to the Company for the period January 1, 2016 through June 30, 2016 and $262,500 of base salary paid to Dr. Blank as an executive officer of the Company for the period July 1, 2017 through December 31, 2016.

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(5)

Includes bonuses of $50,000 th at were awarded in March 2017 to each of Mr. Lawrence and Mr. Hindman, respectively, payable in four equal quarterly installments. The bonuses were awarded in light of the fact that, at that time of the awards, the Company had not hired a new Chief Financi al Officer to replace Michael Rogers, our former Chief Financial Officer, and accordingly Mr. Lawrence and Mr. Hindman had continued to assume responsibilities previously assigned to Mr. Rogers.

(6)

Includes a one-time award of $10,000 paid to Mr. Lawrence in recognition of 15 years of service to the Company. Also includes a $65,000 bonus paid in March 2017 to recognize the additional financial accounting and reporting responsibilities Mr. Lawrence assumed in 2016.

(7)

Includes a $25,000 bonus paid in 2016 in recognition of Mr. Hindman’s extraordinary efforts in supporting the Company’s successful acquisition of and ongoing integration of Biotie Therapies Corp. Also includes a $70,000 bonus paid in equal installments each pay period from November 1, 2016 through March 31, 2017 to recognize the additional financial planning and investor relations responsibilities Mr. Hindman assumed in 2016.

(8)

$50,000 paid in 2015 representing the final payment of Mr. Hindman’s $100,000 sign-on bonus.

(9)

2017 non-equity compensation payment in 2018. As reflected in the table, Dr. Cohen did not receive any payment under our 2017 non-equity incentive compensation program. The decision of the Compensation Committee and the Board that no payment should be made to Dr. Cohen is discussed in the Compensation Discussion and Analysis section of this Proxy Statement under the heading Non-Equity Incentive Compensation Payouts for 2017.

(10)

2016 non-equity incentive compensation payment in 2017.

(11)

2015 non-equity incentive compensation payment in 2016.

(12)

Represents $6,291 in employer 401(k) matching contribution as discussed in Note 19 to our audited consolidated financial statements in our 2017 annual report on Form 10-K, as amended by Amendment No. 1 on Form 10-K/A and $4,771 in relocation-related expenses (including $1,409 in tax gross-up).

(13)

Represents $6,934 in employer 401(k) matching contribution as discussed in Note 15 to our audited consolidated financial statements in our 2015 annual report on Form 10-K and $4,381 in relocation-related expenses (including $776 in tax gross-up).

Pay Ratio

Pursuant to Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are required to calculate and disclose the ratio of the annual total compensation of our principal executive officer to the annual total compensation of our median employee. During fiscal 2017, the principal executive officer of Acorda was our President and Chief Executive Officer, Dr. Ron Cohen. For 2017, the annual total compensation of Dr. Cohen was $2,016,984 and the annual total compensation of our median employee was $183,587, resulting in a pay ratio of approximately 11:1.

In accordance with Item 402(u) of Regulation S-K, we identified the median employee as of December 31, 2017 by (i) aggregating for each applicable employee (A) annual base pay as reported in Form W-2 for permanent employees (or hourly rate multiplied by 2017 annual work schedule, for hourly employees), (B) overtime received during 2017, (C) the bonus or commissions awarded for 2017 performance, and (D) the estimated grant date fair value for all employee equity grants in 2017, and (ii) ranking this compensation measure for our employees from lowest to highest. This calculation was performed for all employees of Acorda, excluding Dr. Cohen.

For purposes of identifying the median employee, all individuals employed in Finland, totaling three individuals, were excluded from the employee population, on a whole country basis. Applying this de minimis exception, on December 31, 2017, we had 480 U.S. employees and 0 non-U.S. employees. Irrespective of the de minimis exemption, on this same date we had 480 U.S. employees and 3 non-U.S. employees.

The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of

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methodolo gies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported abo ve, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

Award Information for the Year Ended December 31, 2017

The following table sets forth information regarding plan-based awards to our Named Executive Officers in 2017.

2017 Grants of Plan-Based Awards Table