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Name
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Age
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Director
Since
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Position
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Class I Directors (Term maturing in 2019)
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Carrolee Barlow, M.D., Ph.D.
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55
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2018
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Director
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Jack A. Khattar
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57
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2005
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President, Chief Executive Officer and Secretary, Director
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Class II Directors (Term maturing in 2020):
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Frederick M. Hudson(1)(2)
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73
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2010
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Director
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Charles W. Newhall, III(2)(3)
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74
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2005
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Director
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Class III Directors
(
Term maturing in 2021):
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Georges Gemayel, Ph.D.(1)(3)
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59
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2015
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Director
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John M. Siebert, Ph.D.(1)(2)
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79
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2011
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Director
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(1)
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Member
of Audit Committee
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(2)
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Member
of Compensation Committee
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(3)
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Member
of Governance and Nominating Committee
Biographical Information
The following is a brief biography of each nominee for election of director and a discussion of the specific experience, qualifications,
attributes or skills that led the Board of Directors to select that director for nomination.
Class I Director Continuing for Term of Office Expiring in 2019:
Carrolee Barlow, M.D., Ph.D.,
has served as a member of our Board of Directors since 2018.
Dr. Barlow is a renowned expert in neuroscience and neurodegeneration, rare diseases and clinical development of new therapies, and she is presently the Chief Medical Officer of E-Scape Bio, a
position she has held since January 2019. E-Scape Bio is a preclinical biopharmaceutical company focused on the discovery and development of small molecule drugs to treat genetically-defined
subpopulations in neurodegenerative diseases. Prior to E-Scape, Dr. Barlow served as Chief Executive Officer of the Parkinson's Institute, an independent nonprofit organization providing
research, clinical trials and patient care for Parkinson's and related disorders. There, she led all aspects of basic research, clinical research, and clinical care, as well as partnerships with
biotech and pharmaceutical companies. She remains a member of the board of directors for the Parkinson's Institute and Clinical Center. Before joining the Parkinson's Institute in 2014,
Dr. Barlow served as a consultant and advisor to a variety of biotechnology companies addressing neurologic, psychiatric, metabolic and rare genetic diseases. She was acting Chief Medical
Officer at Amicus Therapeutics leading the execution, analysis and regulatory interactions that resulted in the approval of the first small-molecule therapy for Fabry disease (migalastat). She also
led efforts that resulted in the first proof-of-concept clinical studies in patients for two novel biologic programs for Pompe and Fabry diseases. Previously, Dr. Barlow was a co-founder, Chief
Scientific Officer and Chief Medical Officer of BrainCells Inc., advancing new therapeutic approaches for neurological and psychiatric disease, and worked at Merck Research Laboratories as
Director of Molecular Neuroscience and worldwide leader of the Stroke and Neurodegeneration therapeutic areas. Earlier in her career, Dr. Barlow was a professor at the Salk Institute for
Biological Studies, where she was a pioneer in the nascent field of neurogenomics. Dr. Barlow received her M.D. from the University of Utah and completed her residency in internal
5
medicine
at The New York Hospital, Cornell Medical Center. She went on to earn a Ph.D. in molecular and developmental biology at the Karolinska Medical Nobel Institute in Stockholm, Sweden. Shortly
thereafter, she joined the National Institutes of Health and completed specialty training in the endocrinology and a postdoctoral fellowship in neurogenetics at the National Human Genome Research
Institute. Dr. Barlow is an author of approximately 100 peer-reviewed research papers, review articles and book chapters, and is an inventor on numerous U.S. patents. Dr. Barlow's
extensive executive and pharmaceutical research experience qualifies her to serve as a director.
Jack A. Khattar
is the founder of our Company and has served as our President, Chief Executive Officer and Secretary and a Director since
2005. From 1999 to 2005, Mr. Khattar served in various positions during that time as a board member, President and Chief Executive Officer of Shire Laboratories Inc., the drug delivery
subsidiary of Shire plc. From 1999 to 2004, he also served as a member of Shire plc's executive committee. Prior to that, Mr. Khattar served as an executive officer and the
chairman of the management committee at CIMA Labs Inc. (CIMA), a drug delivery company
where he was also responsible for business development, corporate alliances and strategic planning. Prior to joining CIMA in 1995, Mr. Khattar held several marketing and business development
positions at Merck & Co., Novartis, Playtex and Kodak in various locations, including the United States, Europe and the Middle East. Mr. Khattar served on the board of Rockville
Economic Development, Inc. from 2003 until 2013. He currently serves on the board of directors of Prevacus, Inc., a privately-held development stage biotechnology company, and on the
advisory board of New Rhein Healthcare, a private equity firm. Mr. Khattar also serves as Chairman of the board of directors of scPharmaceuticals, a publicly traded pharmaceutical company.
Mr. Khattar earned his degrees in Marketing with a BBA from American University of Beirut and an MBA from the Wharton School of the University of Pennsylvania. Mr. Khattar's leadership,
executive, managerial, business and pharmaceutical company experience, along with his more than 30 years of industry experience in the development and commercialization of pharmaceutical
products and drug delivery technologies, qualify him to be a director.
The Board of Directors recommends a vote "FOR" the election of the Class I nominees to the Board of Directors named above.
Class II Directors Continuing for Term of Office to Expire in 2020:
Frederick M. Hudson
has served as a member of our Board of Directors since 2010.
Mr. Hudson retired as a partner in the accounting firm of KPMG LLP in 2006 after a 37 year career with the firm. During Mr. Hudson's career with KPMG, he was the partner in
charge of the health care audit practice for the WashingtonBaltimore business unit, and held leadership positions for serving the middle market practice and due diligence and mergers and
acquisitions services. He was also a leader of the health care audit practice for the Mid-Atlantic area of KPMG, and served as national account lead partner and venture capital liaison partner.
Mr. Hudson currently chairs the audit committee of the board of directors of scPharmaceuticals, Inc., a publicly traded pharmaceutical company. From 2014 to 2019, Mr. Hudson was
on the board of directors of Aradigm Corporation, a publicly traded specialty pharmaceutical company, and was also chair of the audit committee and a member of several other board committees. He
chairs the finance committee of the board of directors of GBMC Healthcare, Inc. and its affiliate, Greater Baltimore Medical Center, where he was the prior chair of the audit committee. He was
previously on the board of directors and the audit committee chair of Educate, Inc., Woodhaven Holding Corp., Vicor Technologies, Inc., and Paradigm Management Services LLC; and a
member of the board of directors and the compliance committee of Maxim Healthcare Services, Inc. Mr. Hudson received a B.S. in Accounting from Loyola University Maryland and is a
Certified Public Accountant (retired). Mr. Hudson's extensive accounting and health care audit experience qualify him to serve as a director.
6
Charles W. Newhall, III
has served as a member of our Board of Directors since 2005 and was elected to serve as Chairman of the Board in
August 2016. In 1977, Mr. Newhall co-founded NEA, a venture capital firm that focuses on the medical and life sciences and information technology industries, from which he retired effective
December 31, 2012. To date, Mr. Newhall has served as a director of over 50 venture-backed companies. In 1986, he founded the Mid-Atlantic Venture Capital Association (MAVA), which now
has over 500 venture capital firms that are members, and is one of the most active regional venture associations in the country. He is Chairman Emeritus of MAVA. He has served as an advisor to
Greenspring Associates since 2012. Before NEA, Mr. Newhall was a Vice President of T. Rowe Price. He served in Vietnam commanding an independent platoon including an initial
reconnaissance of Hamburger Hill. His decorations include the Silver Star, Bronze Star V (1st OLC) and the Purple Heart. He earned an Honors Degree in English from the University of
Pennsylvania and an MBA from Harvard Business School. Mr. Newhall's substantial experience with companies in the healthcare sector and his venture capital, financial and business experience
qualify him to serve as a director.
Class III Nominees With Term of Office Expiring in 2021:
Georges Gemayel, Ph.D.
,
has served as a member of our Board of Directors
since 2015. Since 2010, he has served as a consultant for several biotechnology companies and venture capital funds. From February 2011 to December 2012, Dr. Gemayel served as Executive
Chairman of Syndexa Pharmaceuticals Corp., a privately held drug development company. Prior to that, in 2010, Dr. Gemayel served as Executive Chairman of FoldRx until its acquisition by Pfizer.
From June 2008 until November 2009, Dr. Gemayel served as President and Chief Executive Officer of Altus Pharmaceuticals, a publicly traded pharmaceutical company. In November 2009, while
Dr. Gemayel was President, Chief Executive Officer and a director, Altus Pharmaceuticals filed a voluntary petition for relief under Chapter 7 of the U.S. Bankruptcy Code and ceased
operations at such time. From 2003 to 2008, he was Executive Vice President at Genzyme Corporation where he was responsible for Genzyme's global therapeutics, transplant, renal and biosurgery
businesses. From 2000 to 2003, Dr. Gemayel was employed as Vice President National Specialty Care for Hoffmann La-Roche, responsible for its U.S. business for dermatology, oncology,
transplantation, hepatitis and HIV. Dr. Gemayel joined Hoffmann-La Roche in 1988 and served in various positions of increasing responsibility over his tenure there. Dr. Gemayel received
his doctorate in pharmacy from St. Joseph University in Beirut, Lebanon and his Ph.D. in Pharmacology from Paris-Sud University in Paris. France. Dr. Gemayel currently serves as chairman
of the board of directors of Oxthera AB, Enterome Bioscience SA and Dynacure, all privately held companies, as well as the chairman of the board of directors of Orphazyme and a director and a
member of the audit and governance committees of Momenta Pharmaceuticals (each publicly traded companies). He was previously a director of Adolor Corporation, a publicly traded company, acquired by
Cubist Pharmaceuticals. Inc., a director at Prosensa, acquired by Biomarin, a director at NPS, acquired by Shire, a director of Epitherapeutics, acquired by Gilead, a director of Raptor
Pharmaceutical Corp., acquired by Horizon Pharma plc, the chairman of Dimension Therapeutics, acquired by Ultragenyx, and the chairman of Vascular Magnetics, a privately owned company.
Dr. Gemayel's substantial experience on the boards of directors of life science and healthcare companies and his over 25 years of experience in the pharmaceutical industry, including
management and executive positions spanning the United States, Europe and the Middle East, qualify him to serve as a director.
John M. Siebert, Ph.D.
,
has served as a member of our Board of Directors since 2011. Dr. Siebert is
currently Acting Principal Executive Officer of Aradigm Corporation, a publicly traded respiratory pharmaceuticals development company. Dr. Siebert was appointed to this position in February
2018 in connection with the resignation of Aradigm's executive officers. Upon his appointment, Dr. Siebert resigned from Aradigm's board of directors, where he served as chairman.
Dr. Siebert is Founder and CEO of Compan Pharmaceuticals, a companion animal pharmaceutical company developing a drug to
7
treat
transitional cell cancer. He is a member of the board of directors of Riverside Pharmaceuticals. From May 2014 to November 2015, Dr. Siebert was Chief Executive Officer of Chase
Pharmaceuticals, a company conducting clinical trials in Alzheimer's disease based on a unique hypothesis. From 2010 to 2014, he was a Partner and Chief Operating Officer of New Rhein Healthcare
Investors, LLC, a private equity group. From May 2003 to October 2008, Dr. Siebert was the chairman and Chief Executive Officer of CyDex, Inc., a privately held specialty
pharmaceutical company. From September 1995 to April 2003, he was President and Chief Executive Officer of CIMA Labs Inc., a publicly traded specialty pharmaceutical company, and from July 1995
to September 1995 he was President and Chief Operating Officer of CIMA Labs. From 1992 to 1995, Dr. Siebert was Vice President, Technical Affairs at Dey Laboratories, Inc., a privately
held pharmaceutical company. From 1988 to 1992, he headed R&D and Quality Control at a division of Bayer Corporation. Prior to that, Dr. Siebert was employed by E.R. Squibb &
Sons, Inc., G.D. Searle & Co., Gillette and The Procter & Gamble Company. Dr. Siebert holds a B.S. in Chemistry from Illinois Benedictine University, an M.S. in
Organic Chemistry from Wichita State University and a Ph.D. in Organic Chemistry from the University of Missouri. Dr. Siebert's substantial operational and business experience with companies in
the healthcare sector, combined with his scientific experience, qualify him to serve as a director.
CORPORATE GOVERNANCE
Code of Business Conduct and Ethics
We have adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including those officers
responsible for financial reporting. A copy of the Code of Ethics is currently available at www.supernus.com. Supernus will publicly disclose any
waivers or amendments to the Code of Ethics that apply to the Chief Executive Officer (CEO) and senior financial officers pursuant to the requirements of the SEC.
Composition of Our Board of Directors
Our Board of Directors currently consists of five members. Our Class I directors were elected by our stockholders at the 2016 Annual
Meeting of Stockholders, our Class II directors were elected by our stockholders at the 2017 Annual Meeting of Stockholders, and our Class III directors were elected by our stockholders
at the 2018 Annual Meeting of Stockholders. Our Governance and Nominating Committee and Board of Directors may consider a broad range of factors relating to the qualifications and background of
nominees, which may include diversity, which is not limited to race, gender or national origin. We have no formal policy regarding Board diversity. Our Governance and Nominating Committee and Board of
Directors' priority in selecting Board members is identification of persons who will further the interests of our stockholders through their established records of professional accomplishment, the
ability to contribute positively to the collaborative culture among Board members, and professional and personal experiences and expertise relevant to our growth strategy.
Description of Director Qualifications, Nominating Process and Stockholder Nominations
Members of our Board of Directors should meet certain minimum qualifications including being at least 21 years old and possessing
(1) the ability to read and understand corporate financial statements, (2) relevant business experience and professional skills, (3) high moral character and personal and
professional integrity, and (4) the willingness to commit sufficient time to attend to his or her duties and responsibilities as a director of a public corporation. In addition, the Board of
Directors may consider a variety of other qualities and skills, including (i) expertise in the businesses in which Supernus may engage, (ii) the ability to exercise independent
decision-making, (iii) the absence of conflicts of interest, (iv) diversity of gender, ethnic background and experience, and (v) the ability to work effectively with other
directors in collectively serving the long-term interests of all stockholders.
8
Nominees
must also meet any applicable requirements of SEC regulations, NASDAQ rules, state law and Supernus' charter and bylaws.
The
Governance and Nominating Committee of the Board of Directors will annually assess the qualifications, expertise, performance and willingness to serve of our existing directors. Such
assessments may occur more frequently as circumstances warrant and often involve the entire Board of Directors rather than only the members of the Governance and Nominating Committee. If at any time
during the year, the Governance and Nominating Committee, or the full Board, determines a need to add a new director with specific qualifications or to fill a vacancy on the Board, the Governance and
Nominating Committee will then initiate the search, working with staff support and seeking input from Board directors and senior management, considering nominees previously submitted by stockholders,
and, if deemed necessary or appropriate, hiring a search firm. An initial slate of candidates satisfying the specific qualifications, if any, and otherwise qualifying for membership on the Board, will
then be identified and presented to the Board of Directors which will then prioritize the candidates and determine if any of the members of the Board or senior management have relationships with the
preferred candidates and can initiate contacts. If not, contact would be initiated by a search firm. The Governance and Nominating Committee will interview the prospective candidate(s). Evaluations
and recommendations of the interviewers will be submitted to the Board of Directors for final evaluation. The Board of Directors will meet to consider such recommendations and to approve the final
candidate, and will evaluate all nominees for director, including nominees recommended by a stockholder, on the same basis.
The
Board of Directors will consider director candidates recommended by our stockholders in accordance with the following procedures. Stockholders may make recommendations with regard to
nominees for election to the Board of Directors at future Annual Meetings of stockholders by submitting in writing a notice, received by the Secretary of Supernus, no earlier than 120 days and
no later than 90 days prior to the anniversary date of the prior year's meeting, or, if we did not have an Annual Meeting of Stockholders in the prior year or if the date of the current year's
Annual Meeting is more than 30 days before or after the anniversary date of the prior year's Annual Meeting, on or before 15 days after the date on which the date of the current year's
Annual Meeting is first disclosed in a public statement. Such recommendations or notices of nomination must set forth all information relating to each nominee that is required to be disclosed in
solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to and in accordance with Section 14(a) of the Securities Exchange Act
of 1934, as amended (Exchange Act), and the rules and regulations promulgated thereunder. With respect to nominations, notices of nominations must include the written consent of each nominee to be
named in the proxy statement as a nominee and to serve as a director if elected. In addition, stockholders submitting nominations must provide certain information pertinent to them. In making
recommendations or nominations, stockholders must adhere to all of the required procedures set forth in our Amended and Restated Bylaws, a copy of which has been filed with the SEC. Stockholders
should also consider the minimum qualifications determined by our Board of Directors for Board members as noted elsewhere in this Proxy Statement. All nominees for director, including nominees
recommended by a stockholder, shall be evaluated on the same basis.
Director Independence
Our common stock is listed on The NASDAQ Global Market. Under Rules 5605 and 5615 of the NASDAQ Marketplace Rules (Marketplace Rules), a
majority of a listed company's Board of Directors must be comprised of independent directors. In addition, the Marketplace Rules require that, subject to specified exceptions, each member of a listed
company's audit, compensation and nominating and corporate governance committees be independent and that audit committee members also satisfy independence criteria set forth in Rule 10A-3 under
the Exchange Act. Under Rule 5605(a)(2) of the Marketplace Rules, a director will only qualify as an "independent director" if, in the opinion of that
9
company's
Board of Directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The
composition and functioning of our Board of Directors and each of our Board committees complies with all applicable rules and regulations of the SEC and The NASDAQ Global Market. Our Board of
Directors has determined that each of the current directors meets the independence requirement of the Marketplace Rules, with the exception of Mr. Khattar, who serves as our CEO. There are no
family relationships among any of our directors or executive officers.
We
have not identified any agreements or arrangements relating to compensation provided by a third party to the Company's directors or director nominees in connection with their
candidacy or Board service as required to be disclosed by NASDAQ Rule 5250(b)(3).
Board Leadership Structure
Mr. Khattar serves as President and CEO of the Company and Mr. Newhall serves as Chairman of our Board of Directors. While our
bylaws and corporate governance guidelines do not require that the CEO and Chairman roles be held by separate individuals, our Board of Directors has elected to separate these roles. This separation
was established when the Company was formed in late 2005. The CEO and Chairman of the Board work closely together to execute the strategic plan of the Company. Presently, the CEO is responsible for
setting the Company's strategic direction and the day-to-day leadership and performance of the Company, while the Chairman of the Board provides
guidance to the CEO and presides over meetings of the full Board. This current separation of duties has worked effectively for the Company and is the appropriate leadership structure for the Company
at this time.
Board of Directors' Role in the Oversight of Risk Management
Management is responsible for the day-to-day management of risks that we face, while our Board of Directors, as a whole and through its
committees, has responsibility for the oversight of risk management. In its risk oversight role, our Board of Directors has the responsibility to satisfy itself that the risk management processes
designed and implemented by management are adequate and functioning as designed. Our Board of Directors is actively involved in oversight of risks that could affect us. This oversight is conducted
primarily through the full Board of Directors, which has generally retained responsibility for general oversight of risks. Our Board of Directors satisfies this responsibility by receiving written and
oral reports at regularly scheduled Board and Committee meetings from officers responsible for oversight of particular risks within our Company as our Board of Directors believes that full and open
communication between management and the Board of Directors is essential for effective risk management and oversight. As a critical part of this risk management oversight role, the Board of Directors
encourages full and open communication between management and the Board of Directors. Our Chairman meets periodically with the President and CEO to discuss strategy and risks facing the Company.
Senior management attends Board meetings and is available to address any questions or concerns raised by the Board concerning risk management-related and other matters. The Board of Directors
periodically receives presentations from senior management concerning strategic matters involving the Company's operations to enable it to understand the Company's risk identification, risk management
and risk mitigation strategies. The Audit Committee assists the Board of Directors in fulfilling its oversight responsibilities with respect to risk management in areas of financial risk, internal
controls, and compliance with legal and regulatory requirements. The oversight of risk management in the areas of compensation policies and programs, Board organization, membership and structure are
the responsibilities of the full Board of Directors.
Committees of the Board of Directors
Our Board of Directors has established an Audit Committee, Compensation Committee and Governance and Nominating Committee. Our Board of
Directors approved our Audit Committee,
10
Compensation
Committee and Governance and Nominating Committee charters, under which the respective committees operate.
Audit Committee
The current members of our Audit Committee are Mr. Hudson, who is the chair of the committee, Dr. Siebert and Dr. Gemayel.
All members of our Audit Committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and The NASDAQ Global Market. Our Board has determined that
Mr. Hudson is an audit committee financial expert as defined under the applicable rules of the SEC and has the requisite financial sophistication as defined under the applicable rules and
regulations of The NASDAQ Global Market as a result of his experience as a partner in the accounting firm of KPMG LLP and his service as chair of the audit committee of other companies.
Mr. Hudson, Dr. Siebert and Dr. Gemayel arc independent directors as defined under the applicable rules and regulations of the SEC and The NASDAQ Global Market. The Audit
Committee held six (6) meetings during the last fiscal year. The Audit Committee operates under a written charter that satisfies the applicable standards of the SEC and The NASDAQ Global Market
and is currently available at www.supernus.com. Our audit committee's responsibilities include:
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overseeing our corporate accounting and financial reporting process;
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evaluating the independent auditors' qualifications, independence and performance:
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determining the engagement of the independent auditors;
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reviewing and approving the scope of the annual audit and the audit fee;
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discussing with management and the independent auditors the results of the annual audit and the review of our quarterly financial
statements:
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approving the retention of the independent auditors to perform any proposed permissible non-audit
services:
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monitoring the rotation of partners of the independent auditors on our engagement team as required by law;
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reviewing our critical accounting policies and estimates;
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periodically discussing with management and independent auditors the quality and adequacy of our internal controls and internal auditing
procedures;
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overseeing our internal audit function; and
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annually reviewing the audit committee charter and the Audit Committee's performance.
Compensation Committee
The current members of our Compensation Committee are Dr. Siebert, who is the chair of the committee, Mr. Newhall and
Mr. Hudson. Each of the members of our Compensation Committee are independent under the applicable rules and regulations of the SEC, The NASDAQ Global Market and the Internal Revenue Service.
Our compensation committee reviews and recommends policies relating to compensation and benefits of our officers and employees. The Compensation Committee held five (5) meetings during
the last fiscal year. The Compensation Committee operates under a written charter that satisfies the applicable standards of the SEC and The NASDAQ Global Market and is currently available at
www.supernus.com. The Compensation Committee's responsibilities include:
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reviewing and approving corporate goals and objectives relevant to the compensation of our CEO and other executive officers;
11
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evaluating the performance of these officers in light of those goals and objectives;
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setting the compensation of these officers based on such evaluations;
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making recommendations to the Board of Directors regarding the compensation of directors;
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reviewing and approving the terms of any employment agreements with our CEO and other executive officers;
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making recommendations to the Board of Directors regarding the adoption of incentive compensation plans and equity based plans and
administering these plans, including the issuance of stock options and other awards under our stock plans;
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oversight of the succession planning function for succession of senior management positions including the position of CEO; and
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reviewing and evaluating the performance of the Compensation Committee and its members, including compliance of the Compensation Committee with
its charter.
Governance and Nominating Committee
The current members of our Governance and Nominating Committee are Mr. Newhall, who is the chair of the committee, and
Dr. Gemayel. Each of the members of our Governance and Nominating Committee are independent under the applicable rules and regulations of the SEC and The NASDAQ Global Market. The Governance
and Nominating Committee held one (1) meeting during the last fiscal year. The Governance and Nominating Committee operates under a written charter that satisfies the applicable standards of
the SEC and The NASDAQ Global Market and is currently available at www.supernus.com. The Governance and Nominating Committee's responsibilities include:
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making recommendations to our Board of Directors regarding candidates for directorships and the size and composition of our Board;
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making recommendations to our Board of Directors regarding qualified individuals to serve as committee members on the various Board committees;
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reviewing the performance, operations and composition of the Board and evaluating the need for continuing education of directors as
specifically related to service on the Board and Board committees;
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assessing and reviewing our corporate governance guidelines; and
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reporting and making recommendations to our Board concerning governance matters.
Other Committees
Our Board of Directors may establish other committees as it deems necessary or appropriate from time to time.
Transactions with Related Persons
Procedures for Related Person Transactions
Our Audit Committee is responsible for reviewing and approving all material transactions with any related person on a continuing basis. Related
persons can include any of our
directors or officers, holders of 5% or more of our voting securities and their immediate family members. This obligation is set forth in writing in our Audit Committee charter. We may not enter into
a related person transaction unless our Audit Committee has reviewed and approved such transaction.
12
Transactions with Related Persons and Certain Control Persons
Other than the transactions set forth below, since January 1, 2018, there has not been any transaction or series of transactions to which
we were or are a party in which the amount involved exceeded or exceeds $120,000 and in which any director, executive officer, holder of more than 5% of any class of our voting securities or any
member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest. We believe the transactions set forth below were executed on terms no less
favorable to us than we could have obtained from unaffiliated third parties. The transactions described below were ratified by the Audit Committee under the Audit Committee Charter.
We
employ the adult son of Victor Vaughn, who served as our Senior Vice President of Sales and Marketing until his retirement in May 2018, in a non-executive position as a Regional Sales
Director. We employed his adult son for two months prior to the date on which we employed Mr. Vaughn. This individual, who does not reside with and is not supported financially by
Mr. Vaughn, earned total cash compensation for fiscal year 2018 of $255,951 and $248,533 for fiscal year 2017, which is commensurate with his peers. Mr. Vaughn's son is employed on an
"at will" basis and compensated on the same basis as our other employees of similar function, seniority and responsibility without regard to his relationship with Mr. Vaughn. In addition, the
criteria used to complete the hiring decision regarding Mr. Vaughn's son were the same criteria used to hire other Regional Sales Directors.
We
employ another adult son of Mr. Vaughn in a non-executive, non-managerial capacity as a Senior Professional Sales Representative. Management has reviewed this relationship and
affirmatively determined that it does not constitute a material relationship between Mr. Vaughn's son and us because the son is employed on an "at will" basis in a non-executive, non-managerial
position and has not received during any twelve-month period within the last three years more than $120,000 in direct compensation from us. Compensation paid to Mr. Vaughn's son in any
twelve-month period was determined on the same basis as our other employees of similar function and-the criteria that was used to complete the hiring decision regarding Mr. Vaughn's son were
the same criteria used to hire other Senior Professional Sales Representatives. Mr. Vaughn and his son do not reside at the same residence.
We
employ an adult daughter of Mr. Khattar in a non-executive, non-managerial capacity as an Associate Product Manager. This individual, who does not reside with and is not
supported financially by Mr. Khattar, earned total cash compensation for fiscal year 2018 of $153,759, which is commensurate with her peers. Mr. Khattar's daughter is employed on an "at
will" basis and compensated on the same basis as our other employees of similar function, seniority and responsibility without regard to her relationship with Mr. Khattar. In addition, the
criteria used to complete the hiring decision regarding Mr. Khattar's daughter were the same criteria used to hire other Associate Product Managers.
Meetings
During the year ended December 31, 2018, the Board of Directors held a total of four (4) meetings. Each of our directors
attended at least 75% of the aggregate number of meetings of the Board of Directors and meetings of any committee of which he or she was a member, which were held during the time in which he or she
was a director or a committee member, except for Dr. Barlow who attended two of the three meetings she was eligible to attend as a Director.
Each
member of the Board of Directors who is up for election at an Annual Meeting of Stockholders or who has a term that continues after such meeting is expected to attend the Annual
Meeting of Stockholders. Mr. Khattar attended the 2018 Annual Meeting of Stockholders, which was held on June 12, 2018.
13
Stockholder Communications with the Board of Directors
We have established procedures for stockholders to communicate directly with our Board of Directors on a confidential basis. Stockholders who
wish to communicate with the Board of Directors or with a particular director may send a letter to the Secretary of Supernus Pharmaceuticals, Inc. at 1550 East Gude Drive, Rockville, Maryland
20850. The mailing envelope must contain a clear notation indicating that the enclosed letter is a "StockholderBoard Communication" or "StockholderDirector Communication."
All such letters must identify the author as a stockholder and clearly state whether the intended recipients are all members of the Board of Directors or just certain specified individual directors.
The Secretary will make copies
of all such letters and circulate them to the directors addressed. To the extent that a stockholder wishes the communication to be confidential, such stockholder must clearly indicate on the envelope
that the communication is "confidential." The Secretary will then forward such communication, unopened, to the Chairman of the Board of Directors.