DEF 14A of Mannkind Corp, Apr 5, 2024

DEF 14A of Mannkind Corp

Filed Apr 5, 2024 · FY20230000950170-24-042052

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board currently consists of nine directors. There are nine nominees for director this year, all of whom were nominated by our Board, consisting of our incumbent directors. Each director to be elected will hold office until the next annual meeting of stockholders and until his or her successor is elected, or until the director’s earlier death, resignation or removal. All nominees listed below are currently our directors and were previously elected by our stockholders at the 2023 Annual Meeting of Stockholders. It is our policy that directors are invited and expected to attend annual meetings. All of our directors attended the 2023 Annual Meeting of Stockholders. Directors are elected by a plurality of the votes properly cast at the Annual Meeting or by proxy. The nine nominees receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the nine nominees named below. If any nominee becomes unavailable for election as a result of an unexpected occurrence, your shares may be voted for the election of a substitute nominee proposed by our Nominating and Corporate Governance Committee. Each person nominated for election has agreed to serve if elected. Our management has no reason to believe that any nominee will be unable to serve. We believe that we have an accomplished slate of nominees, with diversity of thought, experience, perspective and skills beneficial to the Company. All nominees except Mr. Castagna are independent. The average tenure of our directors is approximately 10.6 years, which includes three directors that have an extensive history with the Company and three directors that have joined the Board within the last 4.3 years. We believe that a mix of service lengths is beneficial to the overall functioning of the Board.

  2. NOMINEES FOR DIRECTOR

    NOMINEES FOR DIRECTOR The following is a brief biography of each nominee for director and a discussion of the specific experience, qualifications, attributes or skills of each nominee that led our Board of Directors to conclude that each nominee should serve as a member of the Board.

  3. NOMINEES FOR DIRECTOR

    | JAMES S. SHANNON, M.D., MRCP (UK) | Chair of the Board of Directors Member, Compensation Committee | Age: 67 Director since: 2015 | | The Board believes that Dr. Shannon’s business experience and his extensive experience in drug development, combined with his business acumen and judgment provide our Board with valuable scientific and operational expertise and leadership and qualify him to serve on our Board of Directors. | James S. Shannon, M.D. rejoined our Board in May 2015 after previously serving as a director from February 2010 until April 2012. Dr. Shannon was appointed Chairman of the Board of Directors in December 2020. From May 2012 until his retirement in April 2015, Dr. Shannon was the Chief Medical Officer of GSK plc. He formerly held the position of Global Head of Pharma Development at Novartis AG, based in Basel, Switzerland from 2005 until 2008. After joining Sandoz in 1994 as Head of Drug Regulatory Affairs, Dr. Shannon led the Integration Office for R&D overseeing the creation of the Novartis R&D group from those of Ciba-Geigy Ltd and Sandoz. Following the merger, he was appointed Head of the Cardiovascular Strategic Team and subsequently became Global Head of Project and Portfolio Management before being appointed Global Head of Clinical Development and Medical Affairs in 1999, a position that he held until 2005 when he was appointed to Head Pharma Development. Between 2008 and joining GSK, Dr. Shannon served on the boards of a number of companies, including Biotie, Circassia, Crucell and Endocyte. He also sat on the board of Cerimon Pharmaceuticals where he held the position of interim Chief Executive Officer and President from January 2009 until April 2010. Dr. Shannon served on the boards of Immodulon Therapeutics Limited from July 2015 until December 2021 and Horizon Therapeutics from August 2017 until October 2023. He is currently chairman of the board of Kyowa Kirin (NA) Inc. since July 2019, and has served on the boards of ProQR Therapeutics NV since June 2016 and Leyden Labs since September 2020. He first entered the pharmaceutical industry in 1987 joining Sterling Winthrop Inc., working initially in Europe and subsequently in the USA, where he held positions of increasing responsibility in the management of research and development ultimately serving as Senior Vice-President, Clinical Development. Dr. Shannon is trained in Medicine and Cardiology. He received his undergraduate and postgraduate degrees at Queen’s University of Belfast and is a Member of the Royal College of Physicians (UK). | | | MICHAEL E. CASTAGNA, PHARM.D. | Director Chief Executive Officer | Age: 47 Director since: 2017 | | The Board believes that Dr. Castagna’s knowledge and extensive experience with commercial pharmaceutical companies, combined with his business acumen and judgment, provide our Board with valuable operational expertise and leadership and qualify him to serve on our Board of Directors. | Michael E. Castagna, Pharm.D. has served as our Chief Executive Officer and as one of our directors since May 2017 and was our Chief Commercial Officer from March 2016 until May 2017. From November 2012 until he joined us, Dr. Castagna was at Amgen, Inc., where he initially served as Vice President, Global Lifecycle Management, and was most recently Vice President, Global Commercial Lead for Amgen’s Biosimilar Business Unit. From 2010 to 2012, he was Executive Director, Immunology, at Bristol-Myers Squibb Company (“BMS”). Before BMS, Dr. Castagna served as Vice President and Head, Biopharmaceuticals, North America, at Sandoz, a division of Novartis. Beginning in 1997, he held positions with commercial or medical affairs responsibilities at EMD (Merck) Serono, Pharmasset and DuPont Pharmaceuticals. He received his pharmacy degree from the University of the Sciences-Philadelphia College of Pharmacy, a Pharm.D. from Massachusetts College of Pharmacy & Sciences and an MBA from The Wharton School of Business at the University of Pennsylvania. | |

  4. NOMINEES FOR DIRECTOR

    | RONALD J. CONSIGLIO | Director Chair, Audit Committee Member, Nominating and Corporate Governance Committee | Age: 80 Director since: 2003 | | The Board believes that Mr. Consiglio’s knowledge and understanding of accounting and finance, his experience as a board member and executive officer at financial services firms, combined with his business acumen and judgment provide our Board with valuable accounting, financial and operational expertise and leadership and qualify him to serve on our Board of Directors. Mr. Consiglio meets the requirements of an SEC designated Audit Committee Financial Expert. | Ronald J. Consiglio has been one of our directors since October 2003. Since 1999, Mr. Consiglio has been the Managing Director of Synergy Trading, a securities-trading partnership. From 1999 to 2001, Mr. Consiglio was Executive Vice President and Chief Financial Officer of Trading Edge, Inc., a national automated bond-trading firm. From January 1993 to 1998 Mr. Consiglio served as Chief Executive Officer of Angeles Mortgage Investment Trust, a publicly traded Real Estate Investment Trust. His prior experience includes serving as Senior Vice President and Chief Financial Officer of Cantor Fitzgerald & Co. and as a member of its board of directors. Mr. Consiglio has served as a member of the board of trustees for the Metropolitan West Funds since 2003. Mr. Consiglio served as a certified public accountant for over 17 years and was a partner in the international accounting firm of Deloitte & Touche LLP. He holds a bachelor’s degree in accounting from California State University at Northridge. | | | MICHAEL A. FRIEDMAN, M.D. | Director Chair, Nominating and Corporate Governance Committee Member, Compensation Committee | Age: 80 Director since: 2003 | | The Board believes Dr. Friedman’s business experience, including his experience as an executive officer at biopharmaceutical companies and a leading clinical and research center specializing in cancer and diabetes, and his service at the Food and Drug Administration, combined with his business acumen and judgment provide our Board with valuable scientific and operational expertise and leadership and qualify him to serve on our Board of Directors. | Michael A. Friedman, M.D. has been one of our directors since December 2003. In 2014, Dr. Friedman completed a decade of service as the President and Chief Executive Officer of the City of Hope National Medical Center. Previously, from September 2001 until April 2003, Dr. Friedman held the position of Senior Vice President of Research and Development, Medical and Public Policy, for Pharmacia Corporation and, from July 1999 until September 2001, was a Senior Vice President of Searle, a subsidiary of Monsanto Company. From 1995 until June 1999, Dr. Friedman served as Deputy Commissioner for Operations for the Food and Drug Administration, and was Acting Commissioner and Lead Deputy Commissioner from 1997 to 1998. He served on the board of Celgene Corporation from February 2011 to December 2019 and on the board of Smith & Nephew plc from April 2013 to April 2019. Dr. Friedman received a Bachelor of Arts degree, magna cum laude, from Tulane University, New Orleans, Louisiana, and a doctorate in medicine from the University of Texas, Southwestern Medical School. | | | JENNIFER GRANCIO | Director Member, Audit Committee | Age: 52 Director since: 2020 | | The Board believes that Ms. Grancio’s business acumen and judgment including her service on other public company boards, provide our Board with valuable operational expertise and leadership and qualify her to serve on our Board of Directors. | Jennifer Grancio has been one of our directors since March 2020. Since October 2023, Ms. Grancio has been the Global Head of Wealth at the TCW Group. From October 2020 until October 2023, Ms. Grancio served as the Chief Executive Officer of Engine No. 1, an impact investment firm. From November 2018 until October 2020, she consulted through Grancio Capital, where she worked with CEOs to accelerate high-growth company success. From 1999 to 2018, she served as a founder and executive with BlackRock’s iShares business, where she spearheaded the distribution of iShares in the United States and Europe and acted as the Global Head of Marketing and Partnerships for BlackRock’s index business. Prior to BlackRock, she was a senior associate with PricewaterhouseCoopers, a management consulting firm. Ms. Grancio serves as a board member for Ethic Inc., a sustainable investing firm, and for Harvest Savings & Wealth Technologies, Inc. She is also on the advisory boards of Say Technologies LLC and m+ funds (from Alaia Capital, LLC). Ms. Grancio earned a bachelor’s degree in economics and international relations from Stanford University, and an MBA degree in strategy and finance from Columbia Business School. | |

  5. NOMINEES FOR DIRECTOR

    | ANTHONY HOOPER | Director Member, Audit Committee and Compensation Committee | Age: 69 Director since: 2020 | | The Board believes that Mr. Hooper’s business experience, his extensive experience in drug commercialization and his service on other public company boards, combined with his business acumen and judgment, provide our Board with valuable operational expertise and leadership and qualify him to serve on our Board of Directors. | Anthony Hooper has been one of our directors since January 2020. He is also a director of BeiGene, Ltd. and Amplity Health. Mr. Hooper served as executive vice president of Global Commercial Operations for Amgen Inc. from Oct 2011 until August 2018. Prior to joining Amgen, Mr. Hooper spent more than 15 years at BMS. His last role there was Senior Vice President, Global Commercial Operations and president of the company’s pharmaceutical business in the Americas, Japan and intercontinental regions. Previously, he was Assistant Vice President of Global Marketing for Wyeth Laboratories and led the international marketing group for Lederle International. Mr. Hooper earned law and MBA degrees from the University of South Africa. | | | SABRINA KAY, ED.D. | Director Member, Audit Committee | Age: 61 Director since: 2020 | | The Board believes that Dr. Kay’s business acumen and judgment provide our Board with valuable operational expertise and leadership and qualify her to serve on our Board of Directors. | Sabrina Kay has been a member of our Board of Directors since December 2020. Currently, Dr. Kay serves as Founder and CEO of Fremont Private Investments, where she has led the operations and exits of several companies including The Art Institute of Hollywood (sold to Education Management Corp.), Premier Business Bank (sold to First Foundation Inc.), Fashion Umbrella, Fremont College, and Dale Carnegie of Los Angeles. Dr. Kay currently serves on the boards of East West Bank (NASDAQ: EWBC) and Hagerty (NYSE:HGTY). She is also a philanthropist, having served on more than 30 charitable and civic boards, including the Los Angeles Sports and Entertainment Commission, Petersen Automotive Museum, Portal Schools, the Leadership Council of International Medical Corps Leadership Council, the Board of Leaders of USC Marshall School of Business and After-School All-Stars Los Angeles, which she chairs. Dr. Kay received Ed.D. and M.Sc. degrees in education from the University of Pennsylvania. She also holds an MBA from the University of Southern California. | | | KENT KRESA | Director Chair, Compensation Committee Member, Nominating and Corporate Governance Committee | Age: 86 Director since: 2004 | | The Board believes that Mr. Kresa’s business experience, including his experience as a director and executive officer of Northrop Grumman, and his service on other public company boards, combined with his business acumen and judgment provide our Board with valuable operational expertise and leadership and qualify him to serve on our Board of Directors. | Kent Kresa has been a member of our Board of Directors since June 2004 and served as Chairman of the Board from February 2017 until December 2020. From November 2011 until his appointment as our Chairman, Mr. Kresa served on our Board of Directors as our lead independent director. Mr. Kresa is Chairman Emeritus of Northrop Grumman Corporation, a defense company, and from September 1990 until October 2003, he was also its Chairman. He also served as Chief Executive Officer of Northrop Grumman Corporation from January 1990 until March 2003 and as its President from 1987 until September 2001. From 2003 to August 2010, Mr. Kresa served as a director of General Motors Company (or its predecessor). Mr. Kresa has also served on the boards of Fluor Corporation and Avery Dennison Corporation. Mr. Kresa has been a member of the Caltech Board of Trustees since 1994 and also serves on the boards of several non-profit organizations. As a graduate of Massachusetts Institute of Technology, he received a B.S. in 1959, an M.S. in 1961, and an E.A.A. in 1966, all in aeronautics and astronautics. | |

  6. NOMINEES FOR DIRECTOR

    | CHRISTINE MUNDKUR | Director Member, Audit Committee and Nominating and Corporate Governance Committee | Age: 55 Director since: 2018 | | The Board believes that Ms. Mundkur’s business experience, including her experience as chair of the board and chief executive officer at a pharmaceutical company developing inhaled drugs, combined with her business acumen and judgment provide our Board with valuable operational expertise and leadership and qualify her to serve on our Board of Directors. | Christine Mundkur has been one of our directors since November 2018. Ms. Mundkur most recently served as Chief Executive Officer and non-voting Chairman of the Board of Directors for Impopharma Inc., a developer of complex formulations focused on inhaled pharmaceutical products, from February 2013 to February 2017. While at Impopharma, Ms. Mundkur led the transition of the company from a successful clinical research organization into a generic pharmaceutical inhalation development company. Her work included the internal development and filing of Abbreviated New Drug Applications for spray and inhalation products. Ms. Mundkur also previously served as President and Chief Executive Officer of the U.S. Division and Head of Commercial Operations for North America for Sandoz, Inc. from January 2009 to April 2010. She served as Chief Executive Officer of Barr Laboratories, Inc. from April 2008 to December 2008, where she started her career as quality and regulatory counsel in 1993. In addition, Ms. Mundkur has served as a strategic consultant advising several clients on global pharmaceutical business strategies. Ms. Mundkur currently serves on the board of directors of Cardinal Health Inc. and served on the board of directors of Lupin Limited from April 2019 through December 2022. Ms. Mundkur holds a J.D. from the St. Louis University School of Law and received her B.S. degree in chemistry from St. Louis University. | |

  7. NOMINEES FOR DIRECTOR

    The nine nominees receiving the most “For” votes (among votes properly cast at the meeting or by proxy) will be elected. Only votes “For” will affect the outcome. Only the nine nominees named herein have been properly nominated for election as directors.

  8. A VOTE “FOR” THE ELECTION OF ALL DIRECTOR NOMINEES NAMED ABOVE

    A VOTE “FOR” THE ELECTION OF ALL DIRECTOR NOMINEES NAMED ABOVE

  9. CORPORATE GOVERNANCE PRINCIPLES AND BOARD AND COMMITTEE MATTERS

    CORPORATE GOVERNANCE PRINCIPLES AND BOARD AND COMMITTEE MATTERS

  10. Board Diversity

    Board Diversity The Board Diversity Matrix, below, provides the diversity statistics for our Board of Directors as of March 18, 2024.

  11. Board Diversity

    | Board Diversity Matrix | | | | | | Total Number of Directors | 9 | | | | | | Female | Male | Non-Binary | Did Not Disclose | | Part I: Gender Identity | | | | | | Directors | 3 | 6 | — | — | | Part II: Demographic Background | | | | | | African American or Black | — | — | — | — | | Alaskan Native or Native American | — | — | — | — | | Asian | 1 | — | — | — | | Hispanic or Latinx | — | — | — | — | | Native Hawaiian or Pacific Islander | — | — | — | — | | White | 2 | 5 | — | — | | Two or More Races or Ethnicities | — | — | — | — | | LGBTQ+ | — | — | — | — | | Did Not Disclose Demographic Background | — | — | — | 1 |

  12. Independence of the Board of Directors

    Independence of the Board of Directors As required under the Nasdaq Stock Market (“Nasdaq”) listing standards, a majority of the members of a listed company’s board of directors must qualify as “independent,” as affirmatively determined by the board of directors. Our Board consults with the Company’s counsel to ensure that the Board’s determinations are consistent with all relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of Nasdaq, as in effect time to time. Consistent with these considerations, after review of all relevant transactions or relationships between each director or any of his or her family members and the Company, its senior management and its independent auditors, the Board affirmatively has determined that all of the Company’s directors, other than Mr. Castagna, are independent within the meaning of the applicable Nasdaq listing standards. Mr. Castagna was determined not to be independent under applicable Nasdaq listing standards due to his position as an executive officer of our company. In making this determination, the Board found that none of the directors has a material or other disqualifying relationship with the Company.

  13. Information Regarding the Board of Directors and its Committees

    Information Regarding the Board of Directors and its Committees We are committed to maintaining the highest standards of business conduct and ethics. Our Board has adopted a Code of Business Conduct and Ethics and adheres to corporate governance guidelines to assure that the Board will have the necessary authority and practices in place to review and evaluate our business operations as needed and to make decisions that are independent of our management. The guidelines are also intended to align the interests of directors and management with those of our stockholders. The charters for various Board committees set forth the practices the Board will follow with respect to board composition and selection, board meetings and involvement of senior management, Chief Executive Officer performance evaluation and succession planning, and board committees and compensation. Our Board adopted these measures to, among other things, reflect changes to the Nasdaq listing standards and SEC rules adopted to implement provisions of the Sarbanes-Oxley Act of 2002, as amended. Our Code of Business Conduct and Ethics, as well as the charters for each committee of the Board, may be viewed on our website at mannkindcorp.com/corporate-governance/.

  14. Consideration of Director Nominees

    Consideration of Director Nominees

  15. Director Qualifications

    Director Qualifications The Nominating and Corporate Governance Committee believes that candidates for director should have certain minimum qualifications, including being able to read and understand basic financial statements, being over 21 years of age and having the highest personal integrity and ethics. The Nominating and Corporate Governance Committee also considers such factors as possessing relevant expertise upon which to be able to offer advice and guidance to management, having sufficient time to devote to the affairs of the Company, demonstrated excellence in his or her field, having the ability to exercise sound business judgment and having the commitment to rigorously represent the long-term interests of the Company’s stockholders. However, the Nominating and Corporate Governance Committee retains the discretion to modify these qualifications from time to time.

  16. Evaluating Nominees for Director

    Evaluating Nominees for Director The Nominating and Corporate Governance Committee reviews candidates for director nominees in the context of the current composition of the Board of Directors, the operating requirements of the Company and the long-term interests of the Company’s stockholders. In conducting this assessment, the Nominating and Corporate Governance Committee considers age, skills, and such other factors as it deems appropriate given the current needs of the Board and the Company, to maintain a balance of knowledge, experience and capability. In the case of incumbent directors, the Nominating and Corporate Governance Committee reviews such directors’ overall service to the Company during their term, including the number of meetings attended, level of participation, quality of performance, and any other relationships and transactions that might impair such directors’ independence. In the case of new director candidates, the Nominating and Corporate Governance Committee also determines whether the nominee would be independent, which determination is based upon applicable Nasdaq listing standards, applicable SEC rules and regulations and the advice of counsel, if necessary. The Nominating and Corporate Governance Committee also considers diversity of gender, race, national origin, other self-identified diversity characteristics such as LGBTQ+, education, professional experience and differences in viewpoints and skills. The Nominating and Corporate Governance Committee does not have a formal policy with respect to diversity; however, the Board and the Nominating and Corporate Governance Committee believe that it is important that directors represent diverse viewpoints. To this end, the Nominating and Corporate Governance Committee assesses diversity, including self-identified diversity characteristics, in connection with the annual nomination process as well as in new director searches. The Nominating and Corporate Governance Committee uses its network of contacts to compile a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm. The Nominating and Corporate Governance Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of the Board. The Nominating and Corporate Governance Committee meets to discuss and consider such candidates’ qualifications and then selects one or more nominees for recommendation to the Board by majority vote. To date, the Nominating and Corporate Governance Committee has not paid a fee to any third party to assist in the process of identifying or evaluating director candidates.

  17. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS Pursuant to our non-employee director compensation program (the “director compensation program”), each of our non-employee directors receives an annual retainer and fees for their service on our standing board committees as follows:

  18. COMPENSATION OF DIRECTORS

    | Element | Amount | | Annual Retainer | $50,000 | | Independent Chair Premium | $32,500 | | Audit Committee | Chair: $25,000 | | | Other members: $10,000 | | Compensation Committee | Chair: $20,000 | | | Other members: $7,500 | | Nominating and Corporate Governance Committee | Chair: $10,000 | | | Other members: $5,000 |

  19. COMPENSATION OF DIRECTORS

    The members of the Board are also eligible for reimbursement for their expenses incurred in attending Board meetings in accordance with Company policy. Other than the annual fees described above, our non-employee directors do not receive meeting fees or other compensation for their attendance at specific Board or committee meetings. Our director compensation program specifies that each non-employee director of the Company is also eligible to receive annual equity awards under our 2018 Equity Incentive Plan (the "EIP"). Specifically, on the date of each of our annual stockholder meetings, each of our non-employee directors receives a restricted stock unit ("RSU") award determined by dividing $150,000 by the then-current stock price used for valuing employee equity awards, which in no event is less than the last reported closing price of the Company’s common stock. Each such annual RSU award vests immediately, but shares are not distributed until the director separates from service to the Board (i.e. retires, is removed or dies). A non-employee director who joins the Board between annual stockholders meetings is entitled to a pro-rata compensation package. Non-employee directors have an option to receive their annual $50,000 retainer in cash or common stock of the Company. If a non-employee director elects to receive his or her annual retainer in common stock, such director will be granted an RSU award consisting of that number of shares that equals 100% of the annual retainer, based on the 20-day trailing average closing price as of the trading day immediately preceding the date of the annual stockholder meeting. This award vests immediately, but shares are not distributed until the director separates from service to the Board (i.e. retires, is removed or dies). Non-employee directors who do not elect this option receive the full annual retainer in cash shortly after the date of the stockholder meeting.

  20. Director Compensation Table

    Director Compensation Table The following table sets forth information concerning director compensation received for the fiscal year ended December 31, 2023 by our non-employee directors:

  21. Director Compensation Table

    | | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Ronald J. Consiglio | 80,000 | 161,730 | 241,730 | | Michael A. Friedman | 67,500 | 161,730 | 229,230 | | Jennifer Grancio | 60,000 | 161,730 | 221,730 | | Anthony Hooper | 17,500 | 215,638 | 233,138 | | Sabrina Kay | 60,000 | 161,730 | 221,730 | | Kent Kresa | 25,000 | 215,638 | 240,638 | | Christine Mundkur | 65,000 | 161,730 | 226,730 | | James S. Shannon | 40,000 | 215,638 | 255,638 |

  22. Director Compensation Table

    (1) There were no option grants to non-employee directors in 2023. We have no consulting agreements with any of our directors pursuant to which stock awards were issued. As of December 31, 2023, our non-employee directors had option grants outstanding to purchase 195,666 shares of our common stock as follows: Mr. Consiglio 46,601 shares; Dr. Friedman, 60,120 shares; Mr. Kresa, 44,440 shares; and Dr. Shannon, 44,505 shares. Ms. Grancio, Mr. Hooper, Dr. Kay and Ms. Mundkur had no option grants outstanding as of December 31, 2023. (2) These amounts reflect the grant date fair value of all restricted stock awards to non-employee directors in 2023. Restricted stock units are valued based on the market price on the grant date. Reference Note 15 “Stock Award Plans” in the notes to our financial statements for the year ended December 31, 2023, included in Part IV of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on February 27, 2024, which identifies the assumptions made in the valuation of restricted stock awards. Restricted stock awards granted to non-employee directors in 2023 vested immediately, but the shares will not be delivered until there is a separation of service, such as through resignation or retirement from the Board or his or her death. As of December 31, 2023, our non-employee directors had no unvested restricted stock units outstanding and had vested restricted stock units to receive 2,610,019 shares of our common stock as follows: Mr. Consiglio, 423,655 shares; Dr. Friedman, 340,000 shares; Ms. Grancio, 214,714 shares; Mr. Hooper, 294,679 shares; Dr. Kay, 158,567 shares; Mr. Kresa, 435,503 shares; Ms. Mundkur, 307,408 shares and Dr. Shannon, 435,503 shares.

  23. Compensation Philosophy and Objectives

    Compensation Philosophy and Objectives The Compensation Committee oversees our executive compensation within the context of a compensation philosophy. This philosophy is to provide compensation and benefits programs designed to attract, engage, and retain a high caliber workforce that enables us to compete with companies in the pharmaceutical and biotechnology industries and to reward individual and corporate performance. We believe that a well-designed compensation program for our executive officers should: • align the goals of the executive officer with the goals of our stockholders; • recognize individual initiative and achievement; • provide total compensation that enables us to compete with companies in the pharmaceutical and biotechnology industries; and • align compensation with our short-term and long-term corporate objectives and strategy, focusing executive officer behavior on the fulfillment of those objectives. In keeping with this philosophy, our executive compensation program is designed to achieve the following objectives: • attract talented and experienced executives; • motivate and reward executives whose knowledge, skills and performance are critical to our success; • retain executives and employees who are instrumental in accomplishing our corporate goals; • align the interests of our executives and stockholders by motivating executives to increase stockholder value and rewarding executives when stockholder value increases; • provide a competitive compensation package which is weighted towards pay-for-performance (including, when appropriate, long-term incentives such as performance equity awards), and in which total compensation is primarily determined by the Company’s and the individual’s achievement of results; • ensure fairness among the executive management team by recognizing the contributions each executive makes to our success; • foster a shared commitment among executives by aligning the Company’s and their individual goals; and • compensate our executives to manage our business to meet our long-term objectives.

  24. Competitive Market Assessment

    Competitive Market Assessment No less frequently than annually, the Compensation Committee reviews competitive market data to determine if our compensation levels remain at targeted levels and our pay practices are appropriate. These assessments include a review of base salary, STI compensation, and long-term incentive ("LTI") compensation. These components are benchmarked against a group of peer companies. Our peer group of similarly situated companies was developed by considering U.S.-based companies in the same industry (biotechnology/pharmaceutical) with similar company characteristics, such as revenue, market capitalization, and number of employees. In addition to these criteria, we consider companies with a similar competitive strategy, including utilizing an internal sales force, and maintaining internal manufacturing capabilities. In order to ensure that we do not exclude potential peers, we also take note of companies considered to be our peers by Institutional Shareholder Services for their benchmarking purposes. We review the list annually to ensure that our peer group is relevant while also striving for year-over-year consistency. For compensation benchmarking for 2023 compensation decisions, the peer group consisted of the following 12 companies:

  25. Competitive Market Assessment

    | ADMA Biologics, Inc. (ADMA) | Insmed Inc. (INSM) | | Agenus Inc. (AGEN) | Karyopharm Therapeutics Inc. (KPTI) | | Anika Therapeutics, Inc. (ANIK) | Macrogenics Inc. (MGNX) | | BioCryst Pharmaceuticals, Inc. (BCRX) | Rigel Pharmaceuticals Inc. (RIGL) | | Deciphera Pharmaceuticals, Inc. (DCPH) | Sangamo Therapeutics, Inc. (SGMO) | | Dynavax Technologies Inc. (DVAX) | Vanda Pharmaceuticals Inc. (VNDA) |

  26. Competitive Market Assessment

    In accordance with our annual process, the Compensation Committee reviewed our peer group in the first quarter of 2024. Based on data compiled by Mercer and reviewed by the Compensation Committee during this process, the Compensation Committee determined that two companies needed to be removed from the list: Sangamo Therapeutics, Inc., who does not have a product on the market and does not employ a sales force and Agenus Inc., whose market value is outside our peer screening criteria and who also does not have a product on the market and does not employ a sales force. In place of these companies, the Compensation Committee added two companies that satisfied our criteria for peer companies: Ironwood Pharmaceuticals, Inc. and Mirum Pharmaceuticals, Inc. Accordingly, the full 2024 peer group consists of the following companies:

  27. Competitive Market Assessment

    | ADMA Biologics, Inc. (ADMA) | Ironwood Pharmaceuticals, Inc. (IRWD) | | Anika Therapeutics, Inc. (ANIK) | Karyopharm Therapeutics Inc. (KPTI) | | BioCryst Pharmaceuticals, Inc. (BCRX) | Macrogenics Inc. (MGNX) | | Deciphera Pharmaceuticals, Inc. (DCPH) | Mirum Pharmaceuticals, Inc. (MIRM) | | Dynavax Technologies Inc. (DVAX) | Rigel Pharmaceuticals Inc. (RIGL) | | Insmed Inc. (INSM) | Vanda Pharmaceuticals Inc. (VNDA) |

  28. Competitive Market Assessment

    For some executive positions, the peer group data may not be sufficiently robust, or the position may not have an appropriate counterpart at our peer companies. In those cases, we will also consider industry specific and general published survey compensation data, such as the Radford Global Life Sciences Executive Survey.

  29. Market Positioning

    Market Positioning The Compensation Committee reviews executive compensation at least annually, establishes competitive compensation levels and designs the compensation program to provide pay commensurate with individual and corporate performance. With support from Mercer, we have targeted total compensation levels for executives at the median of our peer group. We believe this target to be an appropriate level of compensation to attract and retain qualified and capable executives. However, actual compensation may fall above or below this level under a range of circumstances, such as individual and Company performance, tenure with the Company or retention concerns. In addition to the factors listed above, we also consider, among other things: • our business need for the executive officer’s skills; • the contributions that the executive officer has made, or we believe will make, to our success; • the transferability of the executive officer’s managerial skills to other potential employers; and • the relevance of the executive officer’s experience to other potential employers, particularly in the pharmaceutical and biotechnology industries. In prior years, we have allowed total compensation levels for our named executive officers to fall well below the median of the competitive market, reflecting a restrained compensation philosophy during a period of corporate transformation. As discussed in more detail below, we consider each element of executive compensation and make adjustments as appropriate. We believe our executive compensation packages are reasonable when considering our business strategy, the revenue potential of our business, our compensation philosophy and the competitive market data.

  30. Consideration of Past Say-on-Pay Results

    Aided by these insights, our annual equity award program for executives and other senior employees is designed to emphasize performance-based vesting, measured over a multi-year period. This component of long-term compensation pays out, if at all, in proportion to the Company’s total stockholder return relative to the Russell 3000 Pharmaceutical and Biotechnology industry index over a multi-year period. We believe that this approach to long-term compensation is responsive to investors’ preference for performance-vesting long-term compensation while also providing compensation that attracts, motivates, incentivizes and retains highly qualified executive officers to drive the success of the Company.

  31. Base Salary

    Base Salary Base salaries are designed to provide compensation for the day-to-day management of the Company, assuming satisfactory levels of performance. This component is designed to provide consistent and steady cash flow for the executive and represents only a portion of total compensation. Salary levels are based primarily upon the competitive market for the executive officers’ services, as reflected by the peer group. Base salaries for our executives are generally intended to fall within 10% of the median of the competitive market, although individual performance, responsibility, and the importance of each role in our organization can also impact base salary levels. In 2023, the Compensation Committee reviewed executive salaries and other elements of compensation against the benchmarks provided by our peer group. Each of our NEOs (other than Ms. Sabella) received a merit increase in his or her base salary from 2022 to 2023. In addition, following its peer group review, the Compensation Committee adjusted the base salary for the CEO to better align to market (as shown in the table below).

  32. Short-Term Incentive Plan

    Short-Term Incentive Plan Each of our executive officers is eligible to receive an annual performance-based cash payment. The annual cash incentive awards under our STI plan are intended to compensate our executive officers for achieving our annual goals at the corporate level and for achieving individual annual performance objectives. The objectives for our company and individual measures are established so that performance at or above target levels requires significant effort on the part of our executives. The STI plan is funded based on the overall achievement of corporate objectives, as determined by the Compensation Committee in its evaluation of the accomplishments of the Company during the previous year. Evaluation criteria can be quantitative or qualitative, depending on the objective. Quantitative objectives are typically evaluated using a leverage curve that allows up to a 200% payout for over-achievement of up to 120% of the stated target and imposes on a 0% payout for any achievement that falls below 80% of the stated target. The STI plan is an important part of our pay-for-performance culture. We believe that tying a significant portion of our executive cash compensation to financial and operational goals – such as production goals, revenue metrics and progress of product development milestones – encourages corporate performance and stock price growth. This element of compensation is truly at risk, as reflected in the table below that shows the various achievement level of the corporate objectives over the last few years:

  33. Short-Term Incentive Plan

    | Year Achieved (paid in the following year) | STI Achievement Level | | 2017 | 90% | | 2018 | 50% | | 2019 | 93% | | 2020 | 125% | | 2021 | 115% | | 2022 | 124% | | 2023 | 144% |

  34. Short-Term Incentive Plan

    Early in 2023, the Board of Directors specified three main corporate objectives for 2023. In February 2024, the Compensation Committee evaluated the performance of the Company against the corporate objectives as follows:

  35. Short-Term Incentive Plan

    | Objective | Target | Assessment | Result | | Deliver on Tyvaso DPI production | 40% | Assessed quantitatively with respect to production goals and qualitatively with respect to actions taken to expand production | 80% | | Drive endocrinology business | 30% | Assessed quantitatively with respect to financial metrics and qualitatively with respect to clinical development milestones | 36.5% | | Advance pipeline opportunities | 30% | Assessed quantitatively with respect to the achievement of development milestones | 15% | | Achievement of upside opportunities | | Assessed qualitatively | 12.5% | | Overall Result | | | 144% |

  36. Short-Term Incentive Plan

    Each eligible position, including the executive officers, is assigned a target STI opportunity expressed as a percentage of base salary, which reflects market competitive levels. Target STI opportunities are generally intended to be at the 50th percentile of the market. For Mr. Castagna, the target STI opportunity for 2023 is 80% of base salary. For all other executive officers, the target STI opportunity is 50% of base salary. As a result of the Compensation Committee’s determination that the Company as a whole achieved 144% of its 2023 corporate goals, 144% of the aggregate target STI opportunity for all executive officers was made available for cash incentive awards to be paid in April 2024.

  37. Long-Term Incentives

    Long-Term Incentives In order to provide a significant retention incentive and to ensure a strong link to the long-term interests of stockholders, we provide a portion of our total compensation in the form of LTI compensation, which is generally delivered as an equity award (typically restricted stock units). All employees, including executive officers, are eligible to receive equity awards. Equity awards are granted under the 2018 Equity Incentive Plan, which is administered by the Compensation Committee pursuant to a delegation of concurrent authority by our Board of Directors. The awards are made at the discretion of the Compensation Committee, after taking into consideration grant guidelines that we have developed. Based on the competitive market, our current equity guidelines target an annual long-term incentive award valued at 450% of base salary for the CEO and at 200% of median base salary for all other executive officers. These percentages correspond to the median of the competitive market, but they can be modified at the discretion of the Compensation Committee for a range of reasons, including but not limited to, company performance, individual employee performance, financial position of the company, number of shares available for grant under the equity incentive plan, the volatility of the stock price, and similar factors. Our policy with regard to the timing of grants of equity compensation is to issue annual grants of equity awards in connection with a regularly scheduled quarterly meeting of the Compensation Committee. The timing of grant dates is not based on any favorable or unfavorable non-public information anticipated to be disclosed at a later date. All stock option awards are granted with an exercise price equal to the closing price of our common stock on the Nasdaq Global Market on the date of the meeting at which such stock options were granted. In May 2023, annual equity awards were delivered as grants of restricted stock units. The total target amount of annual equity compensation (i.e., 450% of base salary for CEO; 200% of median base salary for other executive officers) was converted into a target number of shares using the then-current stock price and the resulting number was divided into two awards of restricted stock units. The equity awards granted to Ms. Sabella and Mr. Singh were prorated to reflect that they each joined the Company after the last annual grant cycle in May 2022.

  38. Long-Term Incentives

    | Executive Officer | LTI Guideline | Performance-based Award | Time-based Award | | Mr. Castagna | 767,000 shares | 422,000 RSUs | 345,000 RSUs | | Messrs. Binder, Thomson and Tross | 205,000 shares | 113,000 RSUs | 92,000 RSUs | | Ms. Sabella | 261,250 shares | 28,000 RSUs | 233,250 RSUs | | Mr. Singh | 153,750 shares | 85,000 RSUs | 68,750 RSUs |

  39. Long-Term Incentives

    One award, representing approximately 55% of the total annual equity incentive, was delivered as a performance stock unit that cliff vests in July 2026, provided that the closing price of the Company’s common stock at the end of the measurement period below is not less than the closing price of the Company’s common stock at the start of the measurement period. The number of shares delivered on the vesting date, as a percentage of the target number specified in the table above, will be determined by the percentile ranking of the Company’s total stockholder return (“TSR”) over a three-year measurement period from July 2023 until June 2026 relative to the TSR of the Russell 3000 Pharmaceutical & Biotechnology Index over the same period, as follows: • <25th percentile = 0% of target • 25th percentile = 50% of target • 50th percentile = 100% of target • 75th percentile = 200% of target • ≥90th percentile = 300% of target Payout values will be interpolated between the percentile rankings above. The other award, representing approximately 45% of total annual equity incentive, was delivered as a time-based restricted stock unit that vests 25% annually, commencing in July 2024 and ending in July 2027. We believe that the use of relative TSR is an appropriate metric for LTI compensation whereas operational metrics, such as revenue growth, are better suited for STI. Putting a majority of the LTI at risk and tying the value of that compensation to stockholder returns over the same period aligns with our pay-for performance philosophy. At the same time, the inclusion of time-based awards within the LTI program encourages employee retention and fosters equity ownership, which are additional objectives of our compensation program.

  40. Severance Provisions

    Severance Provisions Currently, we have no severance agreements with our executive officers, except with Mr. Thomson. The terms of the agreement and amounts that may be realized are detailed under the heading “Potential Payments Upon Termination or Change of Control.”

  41. Change of Control Provisions

    Change of Control Provisions We have entered into change of control agreements with each of our executive officers in order to ensure that we have the continued dedication of these executives and in order to provide them with reasonable compensation and benefit arrangements in the event of termination of their employment following a change of control. We believe that it is imperative to diminish any distraction of our executives arising from the personal uncertainty and insecurity that arises in the absence of any assurance of job security, thereby allowing executives to focus on corporate objectives and strategy. The terms of these agreements and amounts that may be realized are detailed under the heading “Potential Payments Upon Termination or Change of Control.”

  42. Summary Compensation Table

    Summary Compensation Table The following table shows for the three year period ended December 31, 2023 compensation awarded to, or earned by: • the individuals who served as our principal executive officer ("PEO") or principal financial officer for any portion of 2023; • our three most highly compensated executive officers in 2023, other than the individuals listed above, who were serving as executive officers during 2023 and as of December 31, 2023.

  43. Summary Compensation Table

    | | | | Restricted | Non-Equity | | | | | | | Stock | Incentive Plan | All Other | | | | | Salary | Awards | Compensation | Compensation | Total | | Name and Principal Position | Year | ($)(1) | ($)(2) | ($)(3) | ($)(4) | ($) | | Michael E. Castagna | 2023 | 701,546 | 5,536,550 | 808,181 | 21,837(5) | 7,068,114 | | Chief Executive Officer | 2022 | 623,358 | 2,646,400 | 571,619 | 63,681 | 3,905,058 | | | 2021 | 598,462 | 2,911,592 | 481,762 | 39,017 | 4,030,833 | | Steven B. Binder | 2023 | 482,750 | 1,480,800 | 347,580 | 23,949(6) | 2,335,079 | | Chief Financial Officer | 2022 | 464,877 | 936,500 | 304,494 | 30,833 | 1,736,704 | | | 2021 | 447,385 | 1,028,955 | 291,814 | 32,851 | 1,801,005 | | Lauren M. Sabella (7) | 2023 | 321,539 | 1,347,588 | 231,508 | 5,654(8) | 1,906,289 | | EVP, Chief Operating Officer | | | | | | | | David B. Thomson | 2023 | 489,611 | 1,480,800 | 352,520 | 20,099(9) | 2,343,030 | | EVP, General Counsel and Secretary | 2022 | 471,484 | 936,500 | 308,822 | 18,229 | 1,735,035 | | | 2021 | 454,835 | 1,030,395 | 296,098 | 21,967 | 1,803,295 | | Stuart A. Tross | 2023 | 412,478 | 1,480,800 | 296,984 | 29,991(10) | 2,220,253 | | EVP, Chief People and Workplace Officer | 2022 | 397,206 | 936,500 | 260,170 | 21,028 | 1,614,904 | | | 2021 | 383,180 | 1,027,434 | 254,896 | 14,777 | 1,680,287 |

  44. Summary Compensation Table

    | (1) Includes amounts earned but deferred at the election of the named executive officer, such as salary deferrals under our 401(k) Plan established under Section 401(k) of the Code. | | (2) Represents the aggregate grant date fair value of the restricted stock awards comprised of time-based and performance-based stock awards. Time-based restricted stock awards are valued based on the market price of the stock on the grant date. Performance-based restricted stock awards are valued based on a Monte-Carlo simulation model. Those issued during the year ended December 31, 2023 had a grant date fair value of $9.40 per share and will vest on July 15, 2026 provided that the closing price of the Company’s common stock on such vesting date is not less than the closing price on July 1, 2023. The fair value of the performance-based restricted stock awards was determined using a share price of $4.55, risk-free interest rate of 4.19%, volatility of 74%, and a dividend yield of 0%. The number of shares delivered on the vesting date is determined by the percentile ranking of TSR over the period from July 1, 2023 until June 30, 2026 relative to the TSR of the Russell 3000 Pharmaceutical & Biotechnology |

  45. Summary Compensation Table

    | Index over the same period, as follows: less than 25th percentile=0% of target, 25th percentile=50% of target, 50th percentile=100% of target, 75th percentile=200% of target, 90th percentile or higher=300% maximum. Payout values will be interpolated between these percentile rankings. The 300% maximum yields the following: Mr. Castagna, $5,760,300; Mr. Binder, $1,542,450; Ms. Sabella, $382,200; Mr. Thomson, $1,542,450 and Mr. Tross, $1,542,450. | | (3) Non-equity incentive plan compensation is based on individual performance in the achievement of corporate objectives. Performance is compared to these objectives annually. | | (4) Amounts include employer contributions credited under our 401(k) Plan and the incremental cost of perquisites received by the named executive officers. Under the 401(k) Plan, which is open to substantially all of our employees, we make matching contributions based on each participant’s voluntary salary deferrals, subject to the provisions of the 401(k) Plan and limits of the Code. | | (5) Includes $9,362 in contributions under the 401(k) Plan and $12,475 in medical benefits. | | (6) Includes $12,123 in contributions under the 401(k) Plan and $11,826 in medical benefits. | | (7) On March 21, 2023, Ms. Sabella was appointed as Executive Vice President, Chief Operating Officer. | | (8) Includes $4,830 in contributions under the 401(k) Plan and $823 in medical benefits. | | (9) Includes $3,444 in contributions under the 401(k) Plan and $16,655 in medical benefits. | | (10) Includes $10,973 in contributions under the 401(k) Plan and $19,018 in medical benefits. |

  46. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table summarizes the equity awards granted to the named executive officers during the fiscal year ended December 31, 2023.

  47. Grants of Plan-Based Awards

    | | | Estimated Future Payouts under Non-Equity Incentive Plan Awards (4) | | | Estimated Future Payouts under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or | Grant Date Fair Value of Stock and Option | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Units (#) | Awards ($) | | Michael E. Castagna | 5/25/2023(1) | — | — | — | 211,000 | 422,000 | 1,266,000 | — | 3,966,800 | | | 5/25/2023(2) | — | — | — | — | — | — | 345,000 | 1,569,750 | | | | — | 561,237 | 1,122,474 | — | — | — | — | — | | Steven B. Binder | 5/25/2023(1) | — | — | — | 56,500 | 113,000 | 339,000 | — | 1,062,200 | | | 5/25/2023(2) | — | — | — | — | — | — | 92,000 | 418,600 | | | | — | 241,375 | 482,750 | — | — | — | — | — | | Lauren M. Sabella | 5/23/2023(3) | — | — | — | — | — | — | 210,000 | 978,600 | | | 5/25/2023(1) | — | — | — | 14,000 | 28,000 | 84,000 | — | 263,200 | | | 5/25/2023(2) | — | — | — | — | — | — | 23,250 | 105,788 | | | | — | 160,769 | 321,539 | — | — | — | — | — | | David B. Thomson | 5/25/2023(1) | — | — | — | 56,500 | 113,000 | 339,000 | — | 1,062,200 | | | 5/25/2023(2) | — | — | — | — | — | — | 92,000 | 418,600 | | | | — | 244,806 | 489,611 | — | — | — | — | — | | Stuart A. Tross | 5/25/2023(1) | — | — | — | 56,500 | 113,000 | 339,000 | — | 1,062,200 | | | 5/25/2023(2) | — | — | — | — | — | — | 92,000 | 418,600 | | | | — | 206,239 | 412,478 | — | — | — | — | — |

  48. Grants of Plan-Based Awards

    | (1) The restricted stock units will vest on July 15, 2026 provided that the closing price of the Company’s common stock on such vesting date is not less than the closing price on July 1, 2023 and subject to continuing service. The number of shares delivered on the vesting date is determined by the percentile ranking of the Company’s total stockholder return (TSR) over the period from July 1, 2023 until June 30, 2026 relative to the TSR of the Russell 3000 Pharmaceutical & Biotechnology Index over the same period, as follows: less than 25th percentile=0% of target, 25th percentile=50% of target, 50th percentile=100% of target, 75th percentile=200% percent of target, 90th percentile or higher=300% maximum. The grant date fair value is based on a Monte-Carlo simulation model. | | (2) The restricted stock units will vest 25% on July 15, 2024 and an additional 25% on each of the first three anniversaries of such date until fully vested, subject to continuing service. The grant date fair value is based on the market price of the stock on the grant date. | | (3) The restricted stock units will vest 25% on each of the first four anniversaries of the vesting determination date of March 27, 2023, until fully vested. | | (4) Annual cash incentive awards under our STI plan are based on a percentage of base salary of 80% for Mr. Castagna and 50% for other NEOs. Actual payout of these awards is assessed by the Compensation Committee as a result of performance against defined corporate objectives. Estimates of these payouts are computed using the following percentages of meeting the corporate objectives: threshold = 0%, target = 100%, and maximum = 200%. The Compensation Committee assessed the achievement of corporate goals of 144% for the year ended December 31, 2023, resulting in the following amounts payable: Mr. Castagna, $808,181; Mr. Binder, $347,580; Ms. Sabella, $231,508; Mr. Thomson, $352,520 and Mr. Tross $296,984. |

  49. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table sets forth summary information regarding the outstanding equity awards at December 31, 2023 granted to each of our named executive officers.

  50. Outstanding Equity Awards at Fiscal Year End

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(22) | | Michael E. Castagna | 65,840(1) | — | — | 4.55 | 5/19/2026 | — | — | — | — | | | 150,000(2) | 50,000(2) | — | 4.55 | 5/19/2026 | — | — | — | — | | | 112,575(3) | 37,525(3) | — | 1.42 | 5/25/2027 | — | — | — | — | | | 173,250(4) | 57,750(4) | — | 1.52 | 5/29/2027 | — | — | — | — | | | 191,000(5) | — | — | 1.52 | 5/29/2027 | — | — | — | — | | | 534,000(6) | — | — | 1.91 | 5/16/2028 | — | — | — | — | | | 584,000(7) | — | — | 1.32 | 5/14/2029 | — | — | — | — | | | — | — | — | — | — | 102,250(8) | 372,190 | 226,000(9) | 822,640 | | | — | — | — | — | — | 95,046(10) | 345,967 | 311,000(11) | 1,132,040 | | | — | — | — | — | — | 190,500(12) | 693,420 | 422,000(13) | 1,536,080 | | | — | — | — | — | — | 345,000(14) | 1,255,800 | — | — | | Steven B. Binder | 135,075(15) | 45,025(15) | — | 1.47 | 8/24/2027 | — | — | — | — | | | 214,000(6) | — | — | 1.91 | 5/16/2028 | — | — | — | — | | | 234,000(7) | — | — | 1.32 | 5/14/2029 | — | — | — | — | | | — | — | — | — | — | 41,000(8) | 149,240 | 79,000(9) | 287,560 | | | — | — | — | — | — | 34,537(10) | 125,715 | 110,000(11) | 400,400 | | | — | — | — | — | — | 67,500(12) | 245,700 | 113,000(13) | 411,320 | | | — | — | — | — | — | 92,000(14) | 334,880 | — | — | | Lauren M. Sabella | — | — | — | — | — | 210,000(16) | 764,400 | 28,000(13) | 101,920 | | | — | — | — | — | — | 23,250(14) | 84,630 | — | — | | David B. Thomson | 8,680(17) | — | — | 35.45 | 8/21/2024 | — | — | — | — | | | 14,460(18) | — | — | 19.55 | 8/27/2025 | — | — | — | — | | | 87,780(19) | — | — | 4.60 | 2/18/2026 | — | — | — | — | | | 60,000(2) | 20,000(2) | — | 4.55 | 5/19/2026 | — | — | — | — | | | 112,575(3) | 37,525(3) | — | 1.42 | 5/25/2027 | — | — | — | — | | | 214,000(6) | — | — | 1.91 | 5/16/2028 | — | — | — | — | | | 234,000(7) | — | — | 1.32 | 5/14/2029 | — | — | — | — | | | — | — | — | — | — | 41,000(8) | 149,240 | 79,000(9) | 287,560 | | | — | — | — | — | — | 34,706(10) | 126,330 | 110,000(11) | 400,400 | | | — | — | — | — | — | 67,500(12) | 245,700 | 113,000(13) | 411,320 | | | — | — | — | — | — | 92,000(14) | 334,880 | — | — | | Stuart A. Tross | 80,000(20) | — | — | 2.70 | 2/16/2027 | — | — | — | — | | | 60,000(21) | 20,000(21) | — | 2.70 | 2/16/2027 | — | — | — | — | | | 84,432(3) | 28,143(3) | — | 1.42 | 5/25/2027 | — | — | — | — | | | 214,000(6) | — | — | 1.91 | 5/16/2028 | — | — | — | — | | | 234,000(7) | — | — | 1.32 | 5/14/2029 | — | — | — | — | | | — | — | — | — | — | 41,000(8) | 149,240 | 79,000(9) | 287,560 | | | — | — | — | — | — | 34,358(10) | 125,063 | 110,000(11) | 400,400 | | | — | — | — | — | — | 67,500(12) | 245,700 | 113,000(13) | 411,320 | | | — | — | — | — | — | 92,000(14) | 334,880 | — | — |

  51. Outstanding Equity Awards at Fiscal Year End

    | (1) 25% vesting on the anniversary of the vesting commencement date and 1/48th per month thereafter; being fully vested on the fourth anniversary of the vesting commencement date. The vesting commencement date is May 19, 2016. | | (2) Performance based non-qualified option grant on May 19, 2016, which shall vest upon the achievement of certain corporate objectives. | | (3) Performance based non-qualified option grant on May 25, 2017, which shall vest upon the achievement of certain corporate objectives. | | (4) Performance based non-qualified option grant on May 29, 2017, which shall vest upon the achievement of certain corporate objectives. | | (5) 25% vesting on the anniversary of the vesting commencement date and 1/48th per month thereafter; being fully vested on the fourth anniversary of the vesting commencement date. The vesting commencement date is May 29, 2017. | | (6) 25% vesting on the anniversary of the vesting commencement date and 1/48th per month thereafter; being fully vested on the fourth anniversary of the vesting commencement date. The vesting commencement date is May 16, 2018. | | (7) 25% vesting on the anniversary of the vesting commencement date and 1/48th per month thereafter; being fully vested on the fourth anniversary of the vesting commencement date. The vesting commencement date is May 14, 2019. |

  52. Outstanding Equity Awards at Fiscal Year End

    | (8) Restricted Stock Unit Award: 25% vest on each year anniversary of the vesting commencement date; shares shall fully vest on the fourth anniversary of the vesting commencement date. The vesting commencement date is August 27, 2020. | | (9) Performance Restricted Stock Unit: vest on May 17, 2024 provided that the closing price of the Company’s common stock on such vesting date is not less than the closing price on May 18, 2021. The number of shares delivered on the vesting date is determined by the percentile ranking of MannKind total stockholder return (TSR) over the period from May 18, 2021 until May 17, 2024 relative to the TSR of the Russell 3000 Pharmaceutical & Biotechnology Index over the same period, as follows: less than 25th percentile=0% of target, 25th percentile=50% of target, 50th percentile=100% of target, 75th percentile=200% percent of target, 90th percentile or higher=300% maximum. | | (10) Restricted Stock Unit Award: 25% vest on each year anniversary of the vesting commencement date; shares shall fully vest on the fourth anniversary of the vesting commencement date. The vesting commencement date is May 18, 2021. | | (11) Performance Restricted Stock Unit: vest on May 10, 2025 provided that the closing price of the Company’s common stock on such vesting date is not less than the closing price on May 10, 2022. The number of shares delivered on the vesting date is determined by the percentile ranking of MannKind total stockholder return (TSR) over the period from May 10, 2022 until May 10, 2025 relative to the TSR of the Russell 3000 Pharmaceutical & Biotechnology Index over the same period, as follows: less than 25th percentile=0% of target, 25th percentile=50% of target, 50th percentile=100% of target, 75th percentile=200% percent of target, 90th percentile or higher=300% maximum. | | (12) Restricted Stock Unit Award: 25% vest on each year anniversary of the vesting commencement date; shares shall fully vest on the fourth anniversary of the vesting commencement date. The vesting commencement date is May 10, 2022. | | (13) Performance Restricted Stock Unit: vest on July 15, 2026 provided that the closing price of the Company’s common stock on June 30, 2026 is not less than the closing price on July 1, 2023. The number of shares delivered on the vesting date is determined by the percentile ranking of MannKind total stockholder return (TSR) over the period from July 1, 2023 until June 30, 2026 relative to the TSR of the Russell 3000 Pharmaceutical & Biotechnology Index over the same period, as follows: less than 25th percentile=0% of target, 25th percentile=50% of target, 50th percentile=100% of target, 75th percentile=200% percent of target, 90th percentile or higher=300% maximum. | | (14) Restricted Stock Unit Award: 25% vest on July 15, 2024 and an additional 25% vest each year on the anniversary of such date; shares shall fully vest on the third anniversary of such date. | | (15) Performance based non-qualified option grant on August 24, 2017, which shall vest upon the achievement of certain corporate objectives. | | (16) Restricted Stock Unit Award: 25% vest on each year anniversary of the vesting commencement date; shares shall fully vest on the fourth anniversary of the vesting commencement date. The vesting commencement date is March 27, 2023. | | (17) 25% vesting on the anniversary of the vesting commencement date and 1/48th per month thereafter; being fully vested on the fourth anniversary of the vesting commencement date. The vesting commencement date is August 21, 2014. | | (18) 25% vesting on the anniversary of the vesting commencement date and 1/48th per month thereafter; being fully vested on the fourth anniversary of the vesting commencement date. The vesting commencement date is August 27, 2015. | | (19) 25% vesting on the anniversary of the vesting commencement date and 1/48th per month thereafter; being fully vested on the fourth anniversary of the vesting commencement date. The vesting commencement date is February 18, 2016. | | (20) 25% vesting on the anniversary of the vesting commencement date and 1/48th per month thereafter; being fully vested on the fourth anniversary of the vesting commencement date. The vesting commencement date is February 16, 2017. | | (21) Performance based non-qualified option grant on February 16, 2017, which shall vest upon the achievement of certain corporate objectives. | | (22) Market or payout value of unearned or unvested EIP Awards was computed using the closing price of our common stock of $3.64 on December 29, 2023 multiplied by the number of unearned or unvested EIP Awards at December 31, 2023. |

  53. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table contains information relating to the vesting of stock by the named executive officers during the fiscal year ended December 31, 2023. No options were exercised by the named executive officers during this period.

  54. Option Exercises and Stock Vested

    | | Stock Awards (1) | | | Name | Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Michael E. Castagna | 1,713,273 | 8,058,725 | | Steven B. Binder | 680,768 | 3,203,262 | | Lauren M. Sabella | — | — | | David B. Thomson | 680,853 | 3,203,650 | | Stuart A. Tross | 680,680 | 3,202,861 |

  55. Option Exercises and Stock Vested

    | (1) Shares acquired on vesting represent restricted stock awards that vested during the one-year period. |

  56. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our median employee and the annual total compensation of Mr. Michael Castagna, our Chief Executive Officer. In calculating the annual total compensation, we used the actual base salary in 2023, the actual cash short-term incentive compensation paid in 2024 for performance in 2023, the grant date fair value of the equity awards granted in 2023, and the value of all other compensation, contributions under the 401(k) plan and medical benefits. We identified the median employee by examining the 2023 total compensation for all individuals, excluding our CEO, who were employed by us on December 31, 2023. We included all employees, as all our employees are U.S.-based. The annual total compensation for 2023 was $160,531 for our median employee and $7,068,114 for Mr. Castagna. The resulting ratio of our CEO’s pay to the pay of our median employee for 2023 is approximately 44 to 1.

  57. Pay Versus Performance

    Pay Versus Performance The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation Committee view the link between the Company’s performance and named executive officer (“NEO”) pay. For additional information about our pay-for-performance philosophy and how we align executive compensation with Company performance, refer to the Compensation Discussion and Analysis beginning on page 27.

  58. Required Tabular Disclosure of Pay Versus Performance

    Required Tabular Disclosure of Pay Versus Performance The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid for Non-PEO NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Use of the term “compensation actually paid” (“CAP”) is required by the SEC’s rules and as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually received by the individuals and the compensation decisions described in the “Compensation Discussion and Analysis” section above.

  59. Required Tabular Disclosure of Pay Versus Performance

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | | | | | | Value of Initial Fixed $100 Investment Based on:(4) | | | | | Year | Summary Compensation Table Total for PEO ($)(1)(2) | Compensation Actually Paid to PEO ($)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1)(2) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1)(2) | Total Shareholder Return ($) | NASDAQ Biotechnology Index Total Shareholder Return ($) | Net Loss (thousands) ($)(5) | Total Revenue (thousands) ($)(6) | | 2023 | 7,068,114 | 96,764 | 2,201,163 | 351,865 | 282.17 | 118.87 | (11,938) | 198,962 | | 2022 | 3,905,058 | 9,653,678 | 1,481,321 | 2,201,087 | 408.53 | 113.65 | (87,400) | 99,770 | | 2021 | 4,030,833 | 7,317,812 | 1,730,384 | 3,037,694 | 338.76 | 126.45 | (80,926) | 75,442 | | 2020 | 3,563,295 | 7,424,884 | 1,613,615 | 3,137,880 | 242.64 | 126.42 | (57,240) | 65,144 |

  60. Required Tabular Disclosure of Pay Versus Performance

    | (1) The following individuals are our PEO and other non-PEO NEOs for each fiscal year: |

  61. Required Tabular Disclosure of Pay Versus Performance

    | Year | PEO | Non-PEO NEOs | | 2023 | Michael E. Castagna | Steven B. Binder, Lauren M. Sabella, David B. Thomson, and Stuart A. Tross | | 2022 | Michael E. Castagna | Steven B. Binder, Alejandro Galindo, Joseph Kocinsky, Sanjay Singh, David B. Thomson, and Stuart A. Tross | | 2021 | Michael E. Castagna | Steven B. Binder, Joseph Kocinsky, David B. Thomson, and Stuart A. Tross | | 2020 | Michael E. Castagna | Steven B. Binder, Joseph Kocinsky, David B. Thomson, and Stuart A. Tross |

  62. Required Tabular Disclosure of Pay Versus Performance

    | (2) The dollar amounts reported in column (b) and (d) are the amounts of total compensation reported for Mr. Castagna (our Chief Executive Officer and PEO) and the average total compensation for our non-PEO NEOs for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation—Summary Compensation Table.” | | (3) The dollar amounts reported in column (c) and (e) represent the amount of CAP to Mr. Castagna and the average amount of CAP to our Non-PEO NEOs, respectively, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the reported total compensation for each year to determine the CAP for the year ended December 31, 2023: |

  63. Required Tabular Disclosure of Pay Versus Performance

    | | PEO ($) | Average Non-PEO NEOs ($) | | Summary Compensation Table Total | 7,068,114 | 2,201,163 | | Deduct: Grant Date Fair Value of "Stock Awards” Column in the Summary Compensation Table for Applicable FY | 5,536,550 | 1,447,497 | | Add: Fair Value at Applicable FY End of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End (7) | 3,994,631 | 1,058,886 | | Add: Year over Year Change in Fair Value of Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End (7) | (4,968,406) | (1,318,753) | | Add: Vesting Date Fair Value of Awards Granted during Prior FY that Vested During Applicable FY | (461,025) | (141,934) | | Deduct: Fair Value at Prior Year End of Awards Granted during Prior FY that were Forfeited during Applicable FY | — | — | | Add: Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date | — | — | | CAP | 96,764 | 351,865 |

  64. Required Tabular Disclosure of Pay Versus Performance

    | (4) The amounts reflect the cumulative total shareholder return of our common stock (column (f)) and the NASDAQ Biotechnology Index (column (g)) at the end of each fiscal year. In each case, assume an initial investment of $100 on December 31, 2019, and reinvestment of dividends, if any. | | (5) The dollar amounts reported in column (h) represent the net loss as reported in the Company’s audited financial statements for the applicable year. | | (6) As required by Item 402(v) of Regulation S-K, we have determined that Total Revenue is the Company-Selected Measure. | | (7) The fair values of PSUs and stock options vested during the fiscal year or outstanding as of fiscal year end were estimated using the Monte Carlo simulation model and Black-Scholes option valuation model, respectively. The following valuation assumptions used to calculate the fair values of these awards differed materially from the assumptions used to value the awards on their respective grant dates: |

  65. Required Tabular Disclosure of Pay Versus Performance

    | Assumptions | PSUs | Stock Options | | Term (years) | 0.38 — 2.50 | 2.00 — 6.00 | | Correlation Coefficient — MannKind | 0.40 — 0.44 | — | | Correlation Coefficient — Peer Average | 0.31 — 0.32 | — | | Correlation Coefficient — Peer Median | 0.32 | — | | Beginning Average Stock Price | $2.95—$4.26 | — | | Valuation Date Stock Price | $3.64 | $3.64 — $4.83 | | Initial TSR | (14.55%) — 23.39% | — | | Risk-Free Rate | 4.08% — 5.30% | — | | Volatility — MannKind | 53.85% — 61.06% | 69.95% — 77.70% | | Volatility — Peer Average | 70.47% — 78.56% | — | | Volatility — Peer Median | 65.35% — 78.38% | — | | Exercise Price | — | $1.32 — $4.55 |

  66. Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures

    Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures As required by Item 402(v) of Regulation S-K, we are providing the following graphs to illustrate the relationship between the pay and performance figures that are included in the pay versus performance tabular disclosure above. In addition, the first graph below further illustrates the relationship between Company total shareholder return and that of the NASDAQ Biotechnology Index. As noted above, CAP for purposes of the tabular disclosure and the following graphs were calculated in accordance with SEC rules and does not represent the compensation actually earned by or paid to our NEOs during the applicable years. CAP vs Cumulative TSR Compensation Actually Paid vs Net Income CAP vs Total Revenue The most important financial and non-financial performance measures used by the Company to link CAP to the Company’s NEOs for the most recently completed fiscal year to the company’s performance are set forth below. For further information regarding these performance metrics and their function in our executive compensation program, please see “Compensation Discussion and Analysis” beginning on page 27. Total revenue; • Total shareholder return; • Deliver on Tyvaso DPI production; • Drive endocrinology business; and • Advance pipeline opportunities. All information provided above under the “Item 402(v) Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.

  67. Potential Payments upon Termination or Change of Control

    Potential Payments upon Termination or Change of Control

  68. Estimated Potential Payments

    Estimated Potential Payments We have entered into a severance agreement with Mr. Thomson and change of control agreements with each named executive officer. The table below sets forth the estimated current value of payments and benefits to each of the named executive officers upon certain terminations or upon certain terminations in connection with a change of control, as described following the table below. The amounts shown assume that the triggering event occurred on December 31, 2023 and do not include other benefits earned during the term of the named executive officer’s employment that are available to all salaried employees, such as accrued vacation and benefits paid by insurance providers under life and disability policies.

  69. Estimated Potential Payments

    | | | Triggering Event | | | | | Termination ($) | Change in Control ($)(1) | | Michael E. Castagna | Salary continuation and annual STI consideration | — | 2,780,178 | | | Continuing health and welfare benefits (2) | — | 51,303 | | | Value of accelerated unvested equity awards (3)(4) | — | 4,085,779 | | | Total | — | 6,917,260 | | Steven B. Binder | Salary continuation and annual STI consideration | — | 1,631,178 | | | Continuing health and welfare benefits (2) | — | 35,465 | | | Value of accelerated unvested equity awards (3)(5) | — | 1,513,799 | | | Total | — | 3,180,442 | | Lauren Sabella | Salary continuation and annual STI consideration | — | 713,816 | | | Continuing health and welfare benefits (2) | — | 36,262 | | | Value of accelerated unvested equity awards (3)(6) | — | 849,030 | | | Total | — | 1,599,108 | | David B. Thomson | Salary continuation and annual STI consideration | 1,329,331 | 1,692,922 | | | Continuing health and welfare benefits (2) | 51,708 | 51,708 | | | Value of accelerated unvested equity awards (3)(7) | — | 1,500,015 | | | Total | 1,381,039 | 3,244,645 | | Stuart A. Tross | Salary continuation and annual STI consideration | — | 1,426,219 | | | Continuing health and welfare benefits (2) | — | 51,708 | | | Value of accelerated unvested equity awards (3)(8) | — | 1,496,721 | | | Total | — | 2,974,648 |

  70. Estimated Potential Payments

    | (1) Represents estimated current value of payments and benefits payable upon termination without cause or resignation for good reason following a change of control. The terms of change of control agreements with our named executive officers are detailed under the heading “Change of Control Provisions.” | | (2) Represents the estimated cost of providing or paying for continuing medical and dental coverage for 18 months. The amounts for medical and dental insurance coverage are based on rates charged to our employees for post-employment coverage provided in accordance with the Consolidated Omnibus Reconciliation Act of 1985, or COBRA. | | (3) Per SEC rules, the intrinsic value of accelerated unvested stock options was calculated using the closing price of our common stock of $3.64 on December 29, 2023. The intrinsic value is the aggregate spread between $3.64 and the exercise price of the accelerated options, if less than $3.64. Accelerated options with exercise prices equal or greater than $3.64 have no intrinsic value. The full value awards are valued at the December 29, 2023 closing price of our common stock. | | (4) Includes the value of 95,275 unvested stock options, 630,546 shares subject to unvested restricted stock units and 435,400 shares subject to unvested performance restricted stock units based on an estimated share delivery assumption of 0%, 140% and 0% for awards issued in 2021, 2022 and 2023, respectively. | | (5) Includes the value of 45,025 unvested stock options, 235,037 shares subject to unvested restricted stock units and 154,000 shares subject to unvested performance restricted stock units based on an estimated share delivery assumption of 0%, 140% and 0% for awards issued in 2021, 2022 and 2023, respectively. | | (6) Includes the value of 233,250 shares subject to unvested restricted stock units. | | (7) Includes the value of 37,525 unvested stock options, 235,206 shares subject to unvested restricted stock units and 154,000 shares subject to unvested performance restricted stock units based on an estimated share delivery assumption of 0%, 140% and 0% for awards issued in 2021, 2022 and 2023, respectively. | | (8) Includes the value of 48,143 unvested stock options, 234,858 shares subject to unvested restricted stock units and 154,000 shares subject to unvested performance restricted stock units based on an estimated share delivery assumption of 0%, 140% and 0% for awards issued in 2021, 2022 and 2023, respectively. |