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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )
Filed by the Registrant ý
Filed by a Party other than the Registrant o
Check the appropriate box:
ý
 
Preliminary Proxy Statement
o
 
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o
 
Definitive Proxy Statement
o
 
Definitive Additional Materials
o
 
Soliciting Material under §240.14a-12
AMAG PHARMACEUTICALS, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
ý
No fee required.
o
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
(1)
Title of each class of securities to which transaction applies:
         
 
(2)
Aggregate number of securities to which transaction applies:
         
 
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):         
 
(4)
Proposed maximum aggregate value of transaction:
         
 
(5)
Total fee paid:
         
o
Fee paid previously with preliminary materials.
o
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
(1)
Amount Previously Paid:
         
 
(2)
Form, Schedule or Registration Statement No.:
         
 
(3)
Filing Party:
         
 
(4)
Date Filed:
         


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PRELIMINARY PROXY STATEMENT-SUBJECT TO COMPLETION

AMAG PHARMACEUTICALS, INC.
1100 Winter Street
Waltham, Massachusetts 02451
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On May 18, 2017
The 2017 Annual Meeting of Stockholders of AMAG Pharmaceuticals, Inc. (the "Annual Meeting") will be held at the offices of AMAG Pharmaceuticals, Inc., 1100 Winter Street, Waltham, Massachusetts 02451 on Thursday, May 18, 2017, at 9:00 a.m., local time, to consider and act upon the following matters:
(1)
To elect the nine nominees nominated by our Board of Directors named herein to the Board of Directors to serve until the next annual meeting of stockholders and until their successors have been elected and qualified;
(2)
To approve the Fourth Amended and Restated 2007 Equity Incentive Plan to, among other things, increase the number of shares of our common stock available for issuance thereunder by 2,485,000 shares;
(3)
To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in this proxy statement;
(4)
To indicate, on an advisory basis, the preferred frequency of future stockholder advisory votes on the compensation of our named executive officers; 
(5)
To approve the Rights Agreement, dated as of April 7, 2017 to enhance our ability to preserve the value of our net operating loss carryforwards and certain other deferred tax assets;
(6)
To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2017; and
(7)
To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.
Proposal 1 relates solely to the election of nine directors nominated by the Board of Directors and does not include any other matters relating to the election of directors, including without limitation, the election of directors nominated by any of our stockholders.
Only stockholders of record at the close of business on March 31, 2017, the record date for the Annual Meeting, are entitled to notice of, and will be entitled to vote at, the Annual Meeting or any adjournments or postponements thereof.
All stockholders are cordially invited to attend the Annual Meeting in person. To assure your representation at the Annual Meeting, we urge you to vote via the Internet at www.proxyvote.com or by telephone by following the instructions on the enclosed proxy card, or by signing, voting and returning your proxy card to Broadridge Financial Solutions, 51 Mercedes Way, Edgewood, New York 11717.
 
 
 
By Order of the Board of Directors,
 
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=11521570&doc=2
 
Joseph D. Vittiglio
 Secretary
Waltham, Massachusetts
April  , 2017


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           Whether or not you expect to attend the Annual Meeting, please promptly complete your proxy by Internet, telephone or mail as indicated above in order to assure representation of your shares. If completing a proxy by mail, no postage need be affixed if the proxy is mailed in the United States. Do not send any certificates with your proxy. Even if you have voted by proxy, you may still vote in person if you attend the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank, custodian or other nominee and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that record holder. Please refer to the enclosed form for instructions.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on May 18, 2017 at 9:00 a.m. at the offices of AMAG Pharmaceuticals, Inc., 1100 Winter Street, Waltham, Massachusetts 02451:
This Proxy Statement and Notice, the Proxy Card, and AMAG's 2016 Annual Report to Stockholders and any other proxy materials are available free of charge at www.amagpharma.com under the heading "Investors."



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AMAG PHARMACEUTICALS, INC.
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
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AMAG PHARMACEUTICALS, INC.
1100 Winter Street
Waltham, Massachusetts 02451
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 18, 2017

QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING
The Annual Meeting
Our Board of Directors (the "Board") is soliciting your proxy to vote at the 2017 Annual Meeting of Stockholders of AMAG Pharmaceuticals, Inc. (the "Annual Meeting") to be held at the offices of AMAG Pharmaceuticals, Inc., 1100 Winter Street, Waltham, Massachusetts 02451 on Thursday, May 18, 2017 at 9:00 a.m., local time, and at any adjournments or postponements of the Annual Meeting. Directions to the meeting location are available at the website of AMAG Pharmaceuticals, Inc. at www.amagpharma.com/about-us/contact-locations. This Proxy Statement explains the agenda, voting information and procedures for the Annual Meeting. Please read it carefully. This Proxy Statement and the accompanying proxy card were first mailed to our stockholders on or about April  , 2017.
At the Annual Meeting, the following proposals will be subject to a vote of our stockholders: (1) to elect the following nine nominees, nominated by our Board, to serve as directors, each to hold office until the next annual meeting and until his or her successor is elected and qualified, or until his or her earlier resignation or removal: William K. Heiden, Barbara Deptula, John A. Fallon, M.D., Brian P. Kelley, Robert J. Perez, Lesley Russell, MB.Ch.B., MRCP, Gino Santini, Davey S. Scoon and James R. Sulat; (2) to approve the Fourth Amended and Restated 2007 Equity Incentive Plan (the "Equity Incentive Plan") to, among other things, increase the number of shares of our common stock available for issuance thereunder by 2,485,000 shares; (3) an advisory vote on the compensation of our named executive officers; (4) an advisory vote on the preferred frequency of future stockholder advisory votes on the compensation of our named executive officers; (5) to approve the Rights Agreement, dated as of April 7, 2017 (the "2017 NOL Rights Agreement") to enhance our ability to preserve the value of our net operating loss carryforwards and certain other deferred tax assets; and (6) to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2017.
In this Proxy Statement, references to "Company," "AMAG," "we," "us," or "our" mean AMAG Pharmaceuticals, Inc. Any reference in this Proxy Statement to information found on our website, www.amagpharma.com does not incorporate such information by reference into this Proxy Statement.
Who Is Entitled To Attend And Vote At The Annual Meeting?
Only stockholders of record at the close of business on March 31, 2017, the record date (the "Record Date") for the Annual Meeting, are entitled to attend and vote at the Annual Meeting. On the Record Date, there were 34,445,394 shares of common stock outstanding and entitled to vote.
If on the Record Date your shares were registered directly in your name with our transfer agent/registrar, American Stock Transfer & Trust Company, then you are a stockholder of record. As a stockholder of record, you may vote in person at the meeting or by proxy.
If on the Record Date your shares were held through a broker, bank, custodian or other nominee (each, a "Nominee"), then you are the beneficial owner of shares held in "street name" and these proxy materials are being forwarded to you by that Nominee. Only your Nominee can vote your shares, but you have the right to give specific instructions to your Nominee regarding how to vote your shares at the Annual Meeting. Please follow the instructions for voting by proxy provided by your Nominee. You are also invited to attend the Annual Meeting.
How Many Votes Do I Have?
Each stockholder is entitled to one vote for each share of our common stock held by such stockholder on the Record Date.
How Do I Vote?
If you are a stockholder of record, you may vote in person at the Annual Meeting or by proxy by following the instructions on the enclosed proxy card. Whether or not you plan to attend the Annual Meeting, we urge you to vote by telephone or Internet as instructed in the enclosed proxy card, or by completing, signing and dating the enclosed proxy card and

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returning it in the envelope provided. No postage is required if your proxy card is mailed in the United States. You may still attend the Annual Meeting and vote in person even if you have already voted by proxy. If you plan to attend the Annual Meeting and vote in person, we will give you a ballot or a new proxy card when you arrive. Positive identification will be required to vote your shares in person.
If you are a beneficial owner of shares registered in the name of your Nominee, you should have received a proxy card and voting instructions with these proxy materials from that organization. Simply follow the instructions for voting provided by your Nominee to ensure that your vote is counted. You may still attend the Annual Meeting and vote in person even if you have already voted by proxy. However, if your shares are held in the name of your Nominee, to attend the meeting you must bring an account statement or letter from your Nominee indicating that you were the beneficial owner of the shares on the Record Date for voting at the Annual Meeting. To vote your shares in person, you must obtain a legal proxy from your Nominee and provide it along with positive identification.
The persons named as attorneys-in-fact in the enclosed proxy card, William K. Heiden, Edward Myles and Joseph D. Vittiglio, were selected by the Board and are officers of AMAG. All properly executed proxies submitted in time to be counted at the Annual Meeting will be voted by such persons at the Annual Meeting. Where a choice has been specified in such proxy with respect to the foregoing matters, the shares represented by the proxy will be voted in accordance with the specifications. If no such specifications are indicated, such proxies will be voted FOR each of the director nominees identified in Proposal 1, FOR Proposal 2 (the approval of the Equity Incentive Plan), FOR Proposal 3 (the advisory vote on the compensation of our named executive officers), for ONE year under Proposal 4 as the preferred frequency of future stockholder advisory votes on the compensation of our named executive officers, FOR Proposal 5 (the approval of the 2017 NOL Rights Agreement) and FOR Proposal 6 (the ratification of the appointment of PricewaterhouseCoopers LLP).
If any other matter should be presented at the Annual Meeting upon which a vote properly may be taken, shares represented by proxy will be voted in accordance with the judgment of the persons named in such proxy. At present, the Board knows of no other matters to be presented at the Annual Meeting.
How Many Votes Are Required To Approve Each Proposal?
For Proposal 1, the election of nine directors, each nominee shall be elected as a director if the votes cast for such nominee's election exceed the votes cast against such nominee's election (i.e., a majority of the votes cast). Our Corporate Governance Guidelines provide that if an incumbent director is not elected by a majority of votes cast, the Governance and Risk Committee shall promptly consider his or her resignation, and make a recommendation to the Board as to whether to accept or reject the resignation, or whether other action should be taken. The Board will act on the Governance and Risk Committee's recommendation within 30 days following certification of the stockholder vote.
For each of Proposal 2 (the approval of the Equity Incentive Plan), Proposal 3 (the advisory vote on the compensation of our named executive officers), Proposal 4 (advisory vote on the preferred frequency of future stockholder advisory votes on the compensation of our named executive officers), Proposal 5 (the approval of the 2017 NOL Rights Agreement) and Proposal 6 (the ratification of the appointment of PricewaterhouseCoopers LLP) the vote of the holders of at least a majority of shares of common stock present or represented and voting on the matter at the Annual Meeting is required for approval (i.e., a majority of the votes cast). Proposal 6 is considered a routine matter and Nominees therefore have discretionary voting power as to Proposal 6. For non-routine matters, broker non-votes (discussed below) are not considered to have been voted "For" or "Against" a particular proposal and therefore have no effect on Proposals 1, 2, 3, 4 or 5 (there will not be any broker non-votes with respect to Proposal 6). Similarly, abstentions are not counted as voting on a matter and thus will have no effect on any of the Proposals. Because stockholders have several voting choices with respect to the proposal on the frequency of future non-binding votes on executive compensation, it is possible that no single choice will receive a majority vote. In light of the foregoing, the Board will consider the outcome of the vote when determining the frequency of future non-binding votes on executive compensation.
When a quorum is present at any meeting of stockholders, the holders of a majority of the stock present or represented and voting on a matter shall decide any matter to be voted upon by the stockholders at such meeting, except when a different vote is required by express provision of law, our certificate of incorporation or our by-laws. At present, the Board knows of no other matters to be presented for stockholder action at the Annual Meeting.
What Does It Mean If I Receive More Than One Proxy Card?
If you receive more than one proxy card, your shares may be registered in more than one name or are registered in different accounts. Please complete, sign, date, and return all proxy cards or vote by Internet or telephone as instructed on such proxy cards to be sure that all of your shares are voted.

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Can I Change My Vote After I Deliver My Proxy?
Yes. You may change your vote at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of four ways:
Duly completing a later-dated proxy relating to the same shares and delivering it before the taking of the vote at the Annual Meeting.
Properly casting a new vote via the Internet or by telephone at any time before the closure of the Internet or telephone voting facilities.
Delivering written notice to us before the taking of the vote at the Annual Meeting that you are revoking your proxy. Such notice should be sent to our principal executive offices at AMAG Pharmaceuticals, Inc., 1100 Winter Street, Waltham, Massachusetts 02451, attention: Secretary.
Attending the Annual Meeting and voting in person. Simply attending the meeting will not, in itself, revoke your proxy.
If you wish to revoke a delivered proxy and your shares are held by a Nominee, you should follow the revocation instructions provided by that Nominee.
What Are "Broker Non-Votes" And What Discretion Does My Broker Have To Vote My Shares Held In "Street Name"?
Generally, if shares are held in street name, the beneficial owner of the shares is entitled to give voting instructions to the Nominee holding the shares. Under national securities exchange rules, if the beneficial owner does not provide voting instructions, the Nominee can still vote the shares with respect to matters that are considered to be "routine," but not with respect to "non-routine" matters. A broker non-vote occurs when a Nominee holding the shares for a beneficial owner votes on one proposal but does not vote on another proposal because, with respect to such other proposal, the Nominee does not have discretionary voting power and has not received instructions from the beneficial owner as to how to vote such shares.
Proposal 6, the ratification of our appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2017, is the only routine matter included in this Proxy Statement. Pursuant to applicable stock exchange rules, (a) the election of directors, (b) the approval of the Equity Incentive Plan, (c) the advisory vote on compensation paid to our named executive officers, (d) the advisory vote regarding your preferred frequency of future advisory votes on the compensation of our named executive officers and (e) the proposal to approve the 2017 NOL Rights Agreement are considered non-routine matters. For non-routine matters, brokers do not have authority, discretionary or otherwise, to vote your shares unless they receive proper instructions to do so from you in a timely manner. If you hold your shares in street name, we strongly encourage you to submit your proxy by following the instructions provided by your Nominee and exercise your right to vote as a stockholder as promptly as possible.
What Constitutes A Quorum At The Annual Meeting?
A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if the holders of at least a majority of the shares of common stock issued and outstanding and entitled to vote on the Record Date are present at the Annual Meeting, either in person or represented by proxy. On the Record Date, there were 34,445,394 shares of our common stock outstanding and entitled to vote.
Abstentions and broker non-votes are counted as present or represented for purposes of determining the presence or absence of a quorum for the Annual Meeting. If there is no quorum, the chairman of the meeting or the holders of a majority of shares present at the Annual Meeting, present in person or represented by proxy, may adjourn the meeting to another date.
What Materials Should I Be Receiving In Connection With The Annual Meeting?
Our Annual Report, including audited financial statements for the year ended December 31, 2016, is being mailed to you along with this Proxy Statement and Notice. This Proxy Statement and the accompanying Notice and proxy card were first mailed to our stockholders on or about April  , 2017.
        This Proxy Statement and Notice, the Proxy Card, and AMAG's 2016 Annual Report to Stockholders and any other proxy materials are also available free of charge at www.amagpharma.com under the heading "Investors."
If you share an address with any of our other stockholders, your household might receive only one copy of the Notice and Proxy Statement and Annual Report. To request individual copies of any of these materials for each stockholder in your household, please contact our Investor Relations Department at (617) 498-3300 or AMAG Pharmaceuticals, Inc., 1100 Winter Street, Waltham, Massachusetts 02451, Attention: Investor Relations. We will deliver copies of the Notice and Proxy Statement

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and/or Annual Report promptly following your written or oral request. You may also contact Broadridge Investor Communications Solutions, Inc. ("Broadridge") or your bank, broker or other custodian to request individual copies of any of these materials for each stockholder in your household. To ask that only one copy of any of these materials be mailed to your household, please contact your broker. For additional details on this practice (referred to as "householding") please see the discussion below under "Delivery of Documents to Stockholders Sharing an Address."
How Are We Soliciting Proxies And Tabulating Votes?
We will bear all costs of solicitation of proxies. In addition to these proxy materials, our directors, officers and employees, without additional remuneration, may also solicit proxies through telephone, e-mail and in-person conversations. We will also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.
Votes will be tabulated by Broadridge.
How Can I Find Out The Results Of The Voting At The Annual Meeting?
Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a current report on Form 8-K that we expect to file within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Annual Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an amended Form 8-K to publish the final results.
When Are Stockholder Proposals And Director Nominations Due For Next Year's Annual Meeting?
To be considered for inclusion in next year's proxy materials, stockholder proposals (other than director nominations, which can only be submitted as described below) must be submitted in writing to our principal executive offices at AMAG Pharmaceuticals, Inc., 1100 Winter Street, Waltham, Massachusetts 02451, attention: Secretary and must be received by us no later than December , 2017. Proposals must satisfy the requirements and procedures set forth in Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
If you wish to nominate a director or submit a proposal for consideration at our 2018 annual meeting of stockholders, you must submit such nomination or proposal in writing to our principal executive offices at AMAG Pharmaceuticals, Inc., 1100 Winter Street, Waltham, Massachusetts 02451, attention: Secretary. Such nomination or proposal must be received by us no earlier than January 18, 2018 and no later than February 16, 2018 and must satisfy the requirements described in our by-laws. For additional details, please see the discussion below under "Stockholder Proposals."
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our directors, executive officers and holders of more than 10% of our common stock, referred to herein as "Reporting Persons," to file with the Securities and Exchange Commission (the "SEC"), initial reports of ownership and reports of changes in ownership of our common stock. Such persons are required by SEC regulations to furnish us with copies of all such filings. Based on our review of the copies of such filings received by us with respect to the year ended December 31, 2016, and written representations from our directors and executive officers who served in such capacity during the year ended December 31, 2016, we believe that all Reporting Persons complied with all Section 16(a) filing requirements for the year ended December 31, 2016.


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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Unless otherwise noted, the following table sets forth information regarding the beneficial ownership of our common stock as of March 31, 2017 by the following persons:
Each person known by us to beneficially own more than 5% of our common stock;
Each of our directors and nominees for director;
Each of our named executive officers listed in the "Summary Compensation Table" included in this Proxy Statement; and
All of our current directors and executive officers as a group.
"Beneficial ownership" is determined in accordance with the rules of the SEC and includes voting and investment power with respect to those shares. Pursuant to the rules of the SEC, the number of shares of common stock deemed outstanding includes shares issuable upon settlement of restricted stock units ("RSUs") held by the respective person or group that will vest or which may be settled within 60 days of March 31, 2017 and pursuant to options held by the respective person or group that are currently exercisable or may be exercised within 60 days of March 31, 2017. These stock options and RSUs shall be deemed to be outstanding for the purpose of computing the percentage of shares beneficially owned by such person or group but shall not be deemed to be outstanding for the purpose of computing the percentage of shares beneficially owned by any other person or group.
Name and Address of Beneficial Owner(2)
Shares
Beneficially
Owned(1)
 
Percentage of Shares
Beneficially
Owned(2)
BlackRock, Inc.(3)
55 East 52nd Street
New York, New York 10055
4,653,183
 
13.5%
FMR LLC(4)
245 Summer Street
Boston, Massachusetts 02210
3,958,103
 
11.5%
Palo Alto Investors, LLC(5)
470 University Avenue
Palo Alto, California 94301
3,344,620
 
9.7%
 Janus Capital Management LLC(6)
151 Detroit Street
Denver, Colorado 80206
3,266,213
 
9.5%
 The Vanguard Group(7)
100 Vanguard Boulevard
Malvern, Pennsylvania 19355
2,908,516
 
8.4%
William K. Heiden(8)
700,984
 
2.0%
Frank E. Thomas(9)
220,047
 
*
Robert J. Perez(10)
63,952
 
*
Davey S. Scoon(11)
62,168
 
*
Lesley Russell, MB. Ch.B., MRCP(12)
55,485
 
*
Gino Santini(13)
53,477
 
*
Barbara Deptula(14)
42,477
 
*
John A. Fallon, M.D.(15)
35,750
 
*
James R. Sulat(16)
35,061
 
*
Nicholas Grund(17)
21,915
 
*
Joseph D. Vittiglio(18)
18,865
 
*
Edward Myles(19)
15,416
 
*
Julie Krop, M.D.(20) 
15,016
 
*
Brian P. Kelley(21)
5,014
 
*
All current directors and executive officers as a group (14 persons)(22)
1,345,627
 
3.8%
_______________________________________
* Less than 1%.

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(1)
Certain RSU award agreements provide, with certain exceptions, that if a vesting date occurs during a blackout period where the awardee is precluded from selling shares of our common stock, the receipt of the underlying shares will generally be deferred until the expiration of such blackout period, which may be longer than 60 days. We have assumed for purposes of reporting beneficial ownership that no blackout period will cause any shares issuable under vested but unsettled RSUs to be deferred more than 60 days from March 31, 2017 and have therefore included such shares in the respective awardee's RSUs expected to vest or which may be settled within 60 days of March 31, 2017.
(2)
Unless otherwise indicated, to our knowledge, each stockholder referred to above has sole voting and dispositive power with respect to the shares indicated, and the address of each stockholder is: c/o AMAG Pharmaceuticals, Inc., 1100 Winter Street, Waltham, Massachusetts 02451. Applicable percentage ownership is based upon 34,445,394 shares of common stock outstanding as of March 31, 2017.
(3)
BlackRock, Inc. has sole voting power with respect to 4,578,057 of such shares and shared voting power with respect to none of such shares. We have relied solely on information supplied by the reporting person on a Schedule 13G/A filed with the SEC on January 12, 2017.
(4)
Reflects shares beneficially owned by each of FMR LLC and Abigail P. Johnson. Each of FMR LLC and Abigail P. Johnson has sole voting power with respect to 255,849 of such shares, has shared voting power with respect to none of such shares and has sole dispositive power over all 3,958,103 shares. Abigail P. Johnson is a Director, the Chairman and the Chief Executive Officer of FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act advised by Fidelity Management & Research Company, a wholly owned subsidiary of FMR LLC. The power to vote the shares resides with the funds' Boards of Trustees. We have relied solely on information supplied by the reporting persons on a Schedule 13G/A filed with the SEC on February 14, 2017.
(5)
Reflects shares beneficially owned by Palo Alto Investors, LLC ("PAI"), Patrick Lee, M.D., and Anthony Joonkyoo Yun, M.D. PAI is the general partner and investment adviser of Palo Alto Healthcare Master Fund II, L.P. Palo Alto Healthcare Master Fund II, L.P., with an address of c/o Citco Fund Services (Cayman Islands) Limited, 89 Nexus Way, Camana Bay, P.O. Box 31106, Grand Cayman, Cayman Islands, is the beneficial owner of 2,079,950 of the shares. Dr. Lee and Dr. Yun co-manage PAI and each have shared voting and dispositive power, along with PAI with respect to 3,344,620 shares. Dr. Lee has sole voting and dispositive power with respect to 691 shares. Palo Alto Healthcare Master Fund II, L.P. has shared voting and dispositive power with respect to 2,079,950 of the shares. We have relied solely on information supplied by the reporting persons on a Schedule 13G/A filed with the SEC on January 12, 2017.
(6)
We have relied solely on information supplied by the reporting persons on a Schedule 13G/A filed with the SEC on February 13, 2017.
(7)
The Vanguard Group has sole voting power with respect to 50,033 of such shares, sole dispositive power with respect to 2,857,057 of such shares, shared voting power with respect to 3,400 of such shares and shared dispositive power with respect to 51,459 of such shares. We have relied solely on information supplied by the reporting persons on a Schedule 13G/A filed with the SEC on February 9, 2017.
(8)
Includes 427,512 shares issuable to Mr. Heiden pursuant to options currently exercisable or exercisable within 60 days of March 31, 2017 and 48,197 shares issuable to Mr. Heiden pursuant to RSUs expected to vest or which may be settled within 60 days of March 31, 2017.
(9)
Includes 134,024 shares issuable to Mr. Thomas pursuant to options currently exercisable or exercisable within 60 days of March 31, 2017 and 31,507 shares issuable to Mr. Thomas pursuant to RSUs expected to vest or which may be settled within 60 days of March 31, 2017.
(10)
Includes 46,562 shares issuable to Mr. Perez pursuant to options currently exercisable or exercisable within 60 days of March 31, 2017 and 8,390 shares issuable to Mr. Perez pursuant to RSUs expected to vest or which may be settled within 60 days of March 31, 2017, 2,500 shares held by the Christine E. Perez 2004 Revocable Trust, dated February 25, 2004, as amended (the "Perez Trust") and 1,900 shares held by the Robert J. Perez 2004 Revocable Trust, dated February 25, 2004, as amended (the "Robert Perez Trust"). Mr. Perez's wife is the trustee of the Perez Trust. Mr. Perez does not have voting or dispositive power with respect to the shares held by the Perez Trust but would have sole voting and dispositive power were he to become trustee at his wife's death or incapacity. Mr. Perez is the trustee of the Robert Perez Trust and has sole voting and dispositive power with respect to the shares held by the Robert Perez Trust.
(11)
Includes 44,778 shares issuable to Mr. Scoon pursuant to options currently exercisable or exercisable within 60 days of March 31, 2017 and 8,390 shares issuable to Mr. Scoon pursuant to RSUs expected to vest or which may be settled within 60 days of March 31, 2017.

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(12)
Includes 38,695 shares issuable to Dr. Russell pursuant to options currently exercisable or exercisable within 60 days of March 31, 2017 and 8,390 shares issuable to Dr. Russell pursuant to RSUs expected to vest or which may be settled within 60 days of March 31, 2017.
(13)
Includes 38,512 shares issuable to Mr. Santini pursuant to options currently exercisable or exercisable within 60 days of March 31, 2017 and 9,890 shares issuable to Mr. Santini pursuant to RSUs expected to vest or which may be settled within 60 days of March 31, 2017.
(14)
Includes 29,012 shares issuable to Ms. Deptula pursuant to options currently exercisable or exercisable within 60 days of March 31, 2017 and 8,390 shares issuable to Ms. Deptula pursuant to RSUs expected to vest or which may be settled within 60 days of March 31, 2017.
(15)
Includes 24,896 shares issuable to Dr. Fallon pursuant to options currently exercisable or exercisable within 60 days of March 31, 2017 and 7,624 shares issuable to Dr. Fallon pursuant to RSUs expected to vest or which may be settled within 60 days of March 31, 2017.
(16)
Reflects 26,479 shares issuable to Mr. Sulat pursuant to options currently exercisable or exercisable within 60 days of March 31, 2017 and 8,582 shares issuable to Mr. Sulat pursuant to RSUs expected to vest or which may be settled within 60 days of March 31, 2017.
(17)
Reflects 11,250 shares issuable to Mr. Grund pursuant to options currently exercisable or exercisable within 60 days of March 31, 2017 and 10,665 shares issuable to Mr. Grund pursuant to RSUs expected to vest or which may be settled within 60 days of March 31, 2017.
(18)
Includes 12,500 shares issuable to Mr. Vittiglio pursuant to options currently exercisable or exercisable within 60 days of March 31, 2017 and 2,999 shares issuable to Mr. Vittiglio pursuant to RSUs expected to vest or which may be settled within 60 days of March 31, 2017.
(19)
Reflects 8,750 shares issuable to Mr. Myles pursuant to options currently exercisable or exercisable within 60 days of March 31, 2017 and 6,666 shares issuable to Mr. Myles pursuant to RSUs expected to vest or which may be settled within 60 days of March 31, 2017.
(20)
Includes 13,125 shares issuable to Dr. Krop pursuant to options currently exercisable or exercisable within 60 days of March 31, 2017.
(21)
Reflects 3,988 shares issuable to Mr. Kelley pursuant to options currently exercisable or exercisable within 60 days of March 31, 2017 and 1,026 shares issuable to Mr. Kelley pursuant to RSUs expected to vest or which may be settled within 60 days of March 31, 2017.
(22)
Includes 860,083 shares issuable to all of our current directors and executive officers as a group pursuant to options currently exercisable or exercisable within 60 days of March 31, 2017 and 160,716 shares issuable to all of our current directors and executive officers as a group pursuant to RSUs expected to vest or which may be settled within 60 days of March 31, 2017.
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PROPOSAL 1: ELECTION OF DIRECTORS
You are being asked to vote for nine directors at this Annual Meeting, all of whom are currently directors of AMAG. If you are voting by proxy, the persons named as proxies in the enclosed proxy card will vote "For" each of the nine nominees named below, unless you instruct otherwise.
Each director elected will hold office until the next annual meeting of stockholders and until his or her successor is elected and qualified, or until his or her earlier resignation or removal. Each of the nominees has indicated his or her willingness to serve, if elected. The Board knows of no reason why any of the nominees would be unable or unwilling to serve, but if any nominee should for any reason be unable or unwilling to serve, the proxies will be voted for the election of such other person for the office of director as the Board may recommend in the place of such nominee.
The brief biographies below include certain information, as of the date of this Proxy Statement, regarding the specific and particular experience, qualifications, attributes or skills of each nominee that led the Board to conclude that such nominee should continue to serve on the Board. Companies with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act are referred to in the biographies below as "public" companies. Any company registered as an investment company under the Investment Company Act of 1940 is referred to as a "registered investment company" in the biographies below.
William K. Heiden, age 57, has been a director since May 2012. Mr. Heiden has been Chief Executive Officer of AMAG since May 2012 and served as President from May 2012 through April 2015. Prior to joining AMAG, he was the President and Chief Executive Officer of GTC Biotherapeutics, Inc., now rEVO Biologics, Inc., a pharmaceutical company ("GTC"), from 2010 to May 2012. Mr. Heiden was President and Chief Executive Officer and a member of the Board of Directors of Elixir Pharmaceuticals, Inc. ("Elixir") from 2004 to 2008. Prior to joining Elixir, he served as President and Chief Operating Officer of Praecis Pharmaceuticals, Inc., which was subsequently acquired by GlaxoSmithKline plc, from 2002 to 2004. From 1987 to 2002, Mr. Heiden held various positions of increasing responsibility at Schering-Plough Corporation, now Merck & Co., including managing a number of businesses in the United States, Europe and Canada. From 2006 to October 2013, he served on the Board of Directors of LFB Biotechnologies S.A.S., a private French biotechnology company, and from 2007 to October 2013, Mr. Heiden served as Chairman of the Board of Directors of GTC. He currently serves on the Board of Directors of Atara Biotherapeutics, Inc. a public biopharmaceutical company, and the Board of Directors of Pharmaceutical Research and Manufacturers of America (PhRMA). Mr. Heiden holds a B.A. from the University of Florida, an M.B.A. from Cornell University's Johnson Graduate School of Management, and a M.I.M. from the University of Louvain. The Board believes that Mr. Heiden's thirty years of pharmaceutical industry experience leading organizations in both large pharmaceutical and emerging biotechnology companies, significant commercial expertise, as well as strong deal making experience, provides the Board with valuable and specialized expertise as we commercialize and pursue expansion opportunities for our current products and services, including the recently licensed product IntrarosaTM (prasterone) and product candidate, bremelanotide, and as we pursue additional business development opportunities and grow our organization.
Barbara Deptula, age 62, has been a director since September 2013. She served as the Executive Vice President of Business Development and Chief Corporate Development Officer of Shire Plc. ("Shire"), a public biopharmaceutical company, from 2004 to June 2012. Prior to joining Shire, Ms. Deptula served as President of the biotechnology division of SICOR, Inc. from 2003 to 2004. Prior to SICOR, Inc., Ms. Deptula served as Senior Vice President for Coley Pharmaceutical Group, Inc. from 2000 to 2003. Prior to 2000, she also held senior management positions in public and private pharmaceutical companies where Ms. Deptula focused on marketing, product development, licensing and business development, including US Bioscience, Inc., Schering Plough International, Lederle Laboratories, a division of American Cyanamid Co., U.S.A., and Genetics Institute. Ms. Deptula holds a B.S. in Pharmacy from the University of Connecticut's School of Pharmacy and an M.B.A. with a concentration in finance from the University of Chicago Booth School of Business. The Board believes that Ms. Deptula's qualifications to sit on our Board include her decades of experience in a variety of biotechnology and multi-national pharmaceuticals organizations, and in particular her role as Chief Corporate Development Officer at Shire in light of our plans to continue to expand our product portfolio.
John A. Fallon, M.D., age 69, has been a director since September 2014. From 2004 until January 2016, Dr. Fallon served as Senior Vice President and Chief Physician Executive at Blue Cross & Blue Shield of Massachusetts ("BCBS"). Prior to his role at BCBS, Dr. Fallon served as Chief Executive Officer for clinical affairs at the State University of New York Downstate Medical Center, including University Hospital of Brooklyn and the clinical faculty practice plan. His professional experience also includes the Partners Healthcare System, where he was chairman of the physician network. Dr. Fallon was also the founder and CEO of North Shore Health System, a large physician-hospital organization in Massachusetts. He has served on the Board of Directors of Insulet Corporation, a public medical devices company, since October 2012 and as the lead independent director from February 2015 to August 2016. In addition, Dr. Fallon has been a member of the Board of Directors of Exact Sciences Corporation, a public molecular diagnostics company, since January 2016 and Collegium Pharmaceutical Inc. since June 2016. Dr. Fallon also serves on several not-for-profit boards, including NEHI (Network for Excellence in Health

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Innovation) (Chair) and Temple University School of Medicine Board of Advisors. Dr. Fallon practiced internal medicine for more than 20 years, fulfilled his residency at Boston City Hospital, is Board Certified in Internal Medicine and is a fellow of the American College of Physicians. He received a B.A. in chemistry from the College of the Holy Cross, an M.B.A from the University of South Florida and a medical degree from Tufts University School of Medicine. The Board believes that Dr. Fallon's qualifications to sit on our Board include his strong executive experience and extensive expertise in running a managed healthcare organization, including pharmaceutical reimbursement and pricing issues, and his experience as an executive of a leading healthcare insurance company as well as his experience as a clinician and administrator in academia and community based health systems.
Brian P. Kelley, age 55, has been a director since December 2016. Mr. Kelley is currently a Partner at Lindsay Goldberg, a private equity firm, where, since January 2017, he has been responsible for leading Lindsay Goldberg’s global consumer products and services investment efforts. From December 2012 to May 2016, Mr. Kelley served as President, Chief Executive Officer and Director of Keurig Green Mountain, Inc. (“Keurig”), a public beverage company, which was acquired in March 2016 by JAP Holding Company, a privately held investment group. Prior to his role at Keurig, Mr. Kelley served as Chief Product Supply Officer, Coca-Cola Refreshments USA, Inc. (“Coca-Cola”) from 2011 to November 2012. From 2010 to 2011, Mr. Kelley served as President of Coca-Cola’s North America Business Integration and as Coca-Cola's President and General Manager, Still Beverages and Supply Chain North America, from 2007 until 2010. Prior to his tenure at Coca-Cola, Mr. Kelley was President, Chief Executive Officer and Director of SIRVA, Inc. from 2002 to 2007. Prior to 2002, Mr. Kelley’s experience includes Ford Motor Company, where he was President of its Lincoln/Mercury division and General Electric Company, GE Appliance Division, where he held roles of increasing responsibility until named Vice President and General Manager, Sales and Distribution and Procter & Gamble, where he held various sales and brand management positions. Mr. Kelley has served as Vice Chairman of the Board of Keurig since May 2016. He currently serves on the Board of Trustees of College of the Holy Cross and Save the Children Federation, Inc., where he is also a member of the Finance & Administration Committee. He received a B.A. in economics from the College of the Holy Cross. The Board believes that Mr. Kelley's 30 years of executive leadership experience in the consumer products industry, along with a strong combination of operational expertise in product development and building high-profile brands, will provide our Board with valuable insights as we continue to expand our portfolio and leverage the consumer capabilities of our Cord Blood Registry business.
Robert J. Perez, age 52, has been a director since January 2009. He is the founder and has been the Managing Partner at Vineyard Sound Advisors, LLC, a biopharmaceutical consulting firm, since March 2015. Mr. Perez is also the founder and has been the Chairman of the Board of Life Science Cares, a non-profit organization, since January 2016. He served as Chief Executive Officer of Cubist Pharmaceuticals, Inc. ("Cubist"), a public pharmaceutical company, from January 1, 2015 until Cubist was acquired by Merck & Co., Inc. later that month. Mr. Perez joined Cubist in 2003 as Senior Vice President, Sales and Marketing, and led the launch of Cubicin® (daptomycin for injection). He served as Executive Vice President and Chief Operating Officer from 2007 to July 2012 and President and Chief Operating Officer from July 2012 to December 2014. Prior to joining Cubist, he served as Vice President of Biogen, Inc.'s CNS business unit from 2001 to 2003, where he was responsible for commercial leadership of an $800 million neurology business unit, and from 1995 to 2001 he held positions of increasing responsibility within Biogen's CNS commercial organization. From 1987 to 1995 Mr. Perez held various sales and marketing positions at Zeneca Pharmaceuticals. Mr. Perez currently serves as a member of the Board of Trustees at the Dana-Farber Cancer Institute, Inc. and has been a member of the Board of Directors and the Compensation and Audit Committees of Cidara Therapeutics, Inc., a public biotechnology company, since March 2015 and a member of the Board of Directors and Compensation Committee of FlexPharma, a public biotechnology company, since September 2015. Mr. Perez has also been a member of the Board of Directors of Zafgen, Inc. a public biopharmaceutical company, since September 2015, where he has been a member of the Nominating and Governance Committee since March 2016. In addition, Mr. Perez has served as a member of the Board of Directors of Vir Biotechnology, Inc., a biotechnology company, since February 2017. Mr. Perez was a member of the Board of Directors of Cubist from April 2014 to January 2015. Mr. Perez received a B.S. from California State University, Los Angeles and an M.B.A. from the Anderson Graduate School of Management at the University of California, Los Angeles. The Board believes that Mr. Perez's twenty plus years of sales and marketing experience within the pharmaceutical and biotechnology industries has provided him with valuable commercial and operational experience, as well as leadership skills that are important to the Board. In particular, Mr. Perez's experience leading the launch and commercialization of highly successful specialty pharmaceutical products, including his experience with life cycle management programs, is especially valuable to the Board as we continue to commercialize Makena and Feraheme, and as we seek to commercialize additional in-licensed or acquired products, such as Intrarosa and bremelanotide and grow the CBR business.
Lesley Russell, MB.Ch.B., MRCP, age 56, has been a director since December 2009. Since April 2016, Dr. Russell has served as Chief Medical Officer of Innocoll Holdings plc, a public pharmaceutical company. She previously served as Chief Operating Officer of TetraLogic Pharmaceuticals, Inc., a public biopharmaceuticals company ("TetraLogic"), from August 2013 to April 2016. Prior to TetraLogic, she was Senior Vice President and Global Head of Research and Development for Global Branded Products at Teva Pharmaceuticals, Inc. ("Teva"), a public pharmaceutical company, from 2011 to June 2012. Dr. Russell was appointed to such role upon Teva's acquisition of Cephalon Inc. ("Cephalon"), a public pharmaceutical

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company, where she served as Executive Vice President and Chief Medical Officer from 2006 to 2011. She joined Cephalon in 2000 as Vice President, Worldwide Clinical Research. Prior to Cephalon, Dr. Russell served as Vice President, Clinical Research at US Bioscience Inc., a public pharmaceutical company, and held positions of increasing responsibility within US Bioscience Inc. from 1996 to 1999. From 1995 to 1996, she was a clinical research physician at Eli Lilly U.K. and a Medical Director at Amgen U.K. from 1992 to 1995. Dr. Russell has served on the Board of Directors of Enanta Pharmaceuticals, Inc., a public biotechnology company, since November 2016, where she is also a member of its Audit Committee and Nominating and Governance Committee. Dr. Russell also serves on the Board of Directors of Endocyte, Inc., a public biopharmaceutical company, where she has been a director since January 2013 and Melmark, Inc., a non-profit organization. Dr. Russell was trained in Hematology/Oncology at Royal Infirmary of Edinburgh and at Royal Hospital for Sick Children, Edinburgh. She received an MB.Ch.B. from the University of Edinburgh, Scotland and is a member of the Royal College of Physicians, United Kingdom. Dr. Russell is registered with the General Medical Council, United Kingdom. The Board believes that Dr. Russell's broad-based expertise leading clinical research and development, medical, regulatory, and drug safety organizations, as well as her medical training, allow her to make valuable contributions to the medical and scientific understanding of the Board, which is particularly important as we implement the next generation development programs for Makena, interact with regulatory agencies, pursue an expanded label for Feraheme, work with developing partners such as Velo Bio LLC on a potential treatment for severe preeclampsia, develop our recently licensed bremelanotide product and as we evaluate additional potential merger and acquisition and in-licensing opportunities.
Gino Santini, age 60, has been a director since February 2012 and has served as Chairman of the Board of Directors since April 2014. From 1983 to 2010, Mr. Santini held a variety of commercial and operational roles at Eli Lilly and Company ("Eli Lilly"), a public pharmaceutical company, serving most recently from 2007 to 2010, as Senior Vice President, Corporate Strategy and Business Development, where he led corporate strategy and long-range planning, mergers and acquisitions, new product licensing and the expansion of Lilly Ventures in the U.S. and China. During his tenure at Eli Lilly, Mr. Santini held various leadership positions of increasing responsibility, including manager of various international regions, Senior Vice President of Corporate Strategy and Policy from 2004 to 2007, President of U.S. operations from 1999 to 2004 and President of the women's health franchise from 1997 to 1999. Mr. Santini has served on the Board of Directors of Intarcia Therapeutics, Inc., a biopharmaceutical company, since July 2013 and on the Board of Directors of Collegium Pharmaceuticals, Inc., a public pharmaceutical company, since July 2012, where he is also the chair of the Nominating & Corporate Governance Committee and a member of the Compensation Committee. Mr. Santini has also served on the Board of Directors of Allena Pharmaceuticals, Inc., a specialty pharmaceutical company, since 2012, Artax Biopharma Inc., a biopharmaceutical company, since April 2014 and Intercept Pharmaceuticals, Inc. a public biopharmaceutical company, since December 2015, where he is also the chair of the Compensation Committee and a member of the Audit Committee. Mr. Santini also serves on the Board of Directors, as well as the Chair of the Transactions Committee and a member of the Nominating and Corporate Governance Committee of the Board of Directors, of Horizon Pharma, Plc., a public biopharmaceutical company, where he has been a director since 2012. Mr. Santini was a member of the Board of Directors of Vitae Pharmaceuticals, Inc., a public pharmaceutical company, from September 2014 to November 2016 when it was acquired by Allergan plc in October 2016. He holds an undergraduate degree in mechanical engineering from the University of Bologna and an M.B.A. from the Simon School of Business, University of Rochester. The Board believes that Mr. Santini's long career at Eli Lilly and extensive domestic and international commercial, corporate strategy, business development and transaction experience are valuable skills sets for the Board as it seeks to continue to drive growth and profitability from its current product portfolio and seeks to acquire or in-license other assets or companies to further expand our product portfolio, such as our recently licensed Intrarosa and bremelanotide products.
Davey S. Scoon, age 70, has been a director since December 2006. Mr. Scoon served as Chief Administrative and Financial Officer of Tom's of Maine, a company that manufactures natural care products from 2003 to 2005. From 2001 to 2003, Mr. Scoon served as Chief Financial and Administrative Officer for Sun Life Financial U.S., and from 1999 to 2001, Mr. Scoon served as Vice President and Chief Financial Officer for Sun Life Financial U.S. From 1985 to 1999, Mr. Scoon was employed by Liberty Funds Group of Boston (formerly Colonial Management) in various capacities, including Chief Financial Officer and Chief Operating Officer. Since May 2012, Mr. Scoon has been a member of the Board of Directors and the Chairman of the Audit Committee of Albireo Pharma, Inc. (formerly known as Biodel Inc.), a public biopharmaceutical company. Mr. Scoon currently serves as Chairman of the Board of Trustees of Allianz Funds, a registered investment company, where he has been a director since January 2006. Mr. Scoon was also a member of the Board of Directors and the Audit Committee of Orthofix International, N.V., a medical device company, from 2011 to June 2015. Mr. Scoon has been an Adjunct Professor at the University of Wisconsin-Madison since 2011. Mr. Scoon holds a B.B.A. from the University of Wisconsin and an M.B.A. from Harvard Business School. The Board believes that Mr. Scoon's extensive financial, accounting and operational experience gained through the various executive and board positions he has held over the past thirty years provides the Board with valuable and highly specialized expertise and advice, particularly in Mr. Scoon's role as the Chair of the Audit Committee.

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James R. Sulat, age 66, has been a director since April 2014. From 2009 to June 2013, Mr. Sulat served as Chief Executive Officer and Chief Financial Officer of Maxygen, Inc., a public biopharmaceutical company. Mr. Sulat served in several roles for Memory Pharmaceuticals Corp. ("Memory"), including as President and Chief Executive Officer from 2005 until 2008, Chief Financial Officer from February 2008 to November 2008. Mr. Sulat has served on the Board of Directors of Arch Therapeutics, Inc., a public medical device company, since August 2015. Since 2008, Mr. Sulat has served as the Chairman of the Board of Directors for Momenta Pharmaceuticals, Inc. ("Momenta"), a public biotechnology company, and is a member of its Audit Committee and Nomination and Corporate Governance Committee. Since 2005, Mr. Sulat has served on the Supervisory Board of Intercell AG or, its successor company, Valneva SE, both public European biotechnology companies. Mr. Sulat currently serves as Vice Chairman of Valneva's Supervisory Board and as Chairman of its Audit Committee. Mr. Sulat served on the Board of Directors of Diadexus, Inc., a public diagnostics company, from January 2015 to June 2016 as well as Chairman of its Audit Committee and a member of its Nominating and Corporate Governance Committee. Mr. Sulat also served as a member of the Board of Directors for Tolero Pharmaceuticals, Inc., a private biopharmaceutical company, from April 2015 to January 2017, when it was acquired by Sumitomo Dainippon Pharma Co., Ltd. Mr. Sulat received his B.S. in Administrative Sciences from Yale University. He received his M.B.A. and his M.S. in Health Services Administration from Stanford University. The Board believes that Mr. Sulat's qualifications to sit on our Board include his strong executive experience and extensive financial accounting, corporate finance, operations and business development expertise garnered through his executive roles, as well as his board-level experience, at various public companies.
Required Vote
Each nominee must receive more votes cast "For" such nominee's election than the votes cast "Against" such nominee's election (i.e., a majority of the votes cast). Our Corporate Governance Guidelines provide that if an incumbent director is not elected by a majority of votes cast, the Governance and Risk Committee shall promptly consider his or her resignation, and make a recommendation to the Board as to whether to accept or reject the resignation, or whether other action should be taken. The Board will act on the Governance and Risk Committee's recommendation within 30 days following certification of the stockholder vote, as further described below under "Information Regarding The Board Of Directors And Corporate Governance -Director Resignation Policy".

OUR BOARD UNANIMOUSLY RECOMMENDS
A VOTE "FOR" EACH OF THE NOMINEES LISTED ABOVE


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INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
INDEPENDENCE OF THE BOARD OF DIRECTORS
The Board has determined that, other than Mr. Heiden, each current director and each director who served during 2016, and thus each nominee, other than Mr. Heiden, is "independent" as such term is defined in the listing standards of the NASDAQ Global Select Market ("NASDAQ"). The Board has affirmatively determined that no independent director has any material relationship with us that would interfere with the exercise of his or her independent judgment.
BOARD LEADERSHIP STRUCTURE
Our Board is led by an independent Chair, currently Mr. Santini, who has authority, among other things, to call and preside over Board meetings, including meetings of the independent directors, to set meeting agendas, and to determine the materials distributed to the Board. During 2016, our Chief Executive Officer, Mr. Heiden, was and continues to be the only member of our Board who is not an independent director. Our Corporate Governance Guidelines provide our Board with flexibility to determine the appropriate leadership structure based on the specific needs of the business and the best interests of our stockholders. Although we do not have a formal policy regarding whether the offices of Chair of the Board and Chief Executive Officer should be separate, our Board believes that the existing leadership structure, with the separation of the Chair of the Board and Chief Executive Officer roles, is appropriate at the current time. The Board believes that the current structure enhances the accountability of the Chief Executive Officer to the Board and strengthens the Board's independence from management, including helping to ensure that any potential strategic transactions involving AMAG are evaluated independently of management's interest and in light of the best interests of our stockholders. Separating these roles also alleviates the administrative burden on our Chief Executive Officer and allows that person to focus his or her efforts on managing our business in the best interests of our stockholders. The Board recognizes that, depending on the circumstances, other leadership models, such as combining the role of Chair and Chief Executive Officer, might be appropriate and accordingly, the Board may periodically review its leadership structure.
DIRECTOR RESIGNATION POLICY
Under Delaware law, an incumbent director may remain in office notwithstanding the failure to receive the required vote for re-election until the director's successor is duly elected. To address this "holdover rule," our Corporate Governance Guidelines include a director resignation policy, whereby our Board will nominate for re-election or fill vacancies with only those directors who tender an irrevocable, contingent resignation in writing that will become effective upon (a) the failure to receive the required vote at the next annual meeting at which they face election and (b) the Board's acceptance of such resignation. If a director fails to receive the required vote for re-election, the Governance and Risk Committee, will promptly consider the director's resignation and the circumstances that led to such director's failure to receive the required vote for re-election (if known), and recommend to the full Board whether to accept or reject the resignation. Our Board expects the director whose resignation is under consideration to abstain from participating in any decision regarding that resignation. In considering whether to accept or reject a director's resignation, the Governance and Risk Committee and Board may consider any factors it deems relevant. Within 30 days after the date of the certification of the election results for the applicable stockholders' meeting, our Board will act on the resignation, taking into account the Governance and Risk Committee's recommendation, and publicly disclose its decision in a Current Report on Form 8-K.
THE BOARD'S ROLE IN RISK OVERSIGHT
The Board acknowledges that the successful development and commercialization of products and services is an enterprise of inherent risk, including significant risk in each of the drug development, regulatory approval and commercialization stages. Accordingly, the Board believes that the identification, prioritization and management of risks are an integral part of establishing, updating and executing on our business strategy. The Board, both as a whole and at the committee level, has oversight responsibility relating to risks that could affect the corporate strategy, business objectives, compliance, operations, financial condition, and performance of the Company. Although the Board maintains ultimate responsibility for such enterprise risk assessment, the Board has delegated to the Governance and Risk Committee the responsibility of providing oversight with respect to our risk management process. Such oversight responsibilities include a review of the steps management has taken to monitor control and report such exposures, periodic reviews of our policies with respect to risk assessment and risk management, including periodic enterprise risk management assessments, and reporting on such reviews to the full Board. In that capacity, during 2016, the Governance and Risk Committee delegated responsibility to our Disclosure Committee to monitor the Company's enterprise risk assessment program, including updating the Governance and Risk Committee on risk exposures and mitigation planning. In addition, the Disclosure Committee may facilitate the development of

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policies with respect to risk assessment and risk management in conjunction with direction and oversight from the Governance and Risk Committee.
Our senior executives regularly attend meetings of the Board, the Governance and Risk Committee and other committees and provide the Board and its committees with regular reports regarding our operations, strategies, and objectives and the risks inherent within them. Board and committee meetings also provide a venue for directors to discuss issues with, request additional information from, and provide guidance to, senior management. The Board and its committees call special meetings and request information and reports from senior management when necessary to address specific issues. In addition, our directors have direct access to senior management to discuss any matters of interest, including those related to risk. Those members of management most knowledgeable of the issues regularly attend Board and committee meetings to provide additional insight into items being discussed, including risk exposures.
The Board believes that risks can arise from any decision or action taken by the Company, whether strategic or operational. The Board approves our high level goals, strategies, and policies to set the tone and direction for appropriate risk taking within the business. The Board and its committees then emphasize this tone and direction in their oversight of management's implementation of our goals, strategies, and policies. As such, the Board has delegated general oversight of enterprise risk to the Governance and Risk Committee and, for matters involving certain specific areas of risk exposure, to other standing committees, such as the Audit Committee and Compensation Committee. Each of these committees reports to the Board at regularly scheduled Board meetings, as needed, and more frequently if appropriate, with respect to the matters and risks for which the committee provides oversight. Each committee is also authorized and empowered to retain such independent advisors as the committee deems to be appropriate in order to discharge its responsibilities under such committee's charter, and such independent advisors attend committee meetings as appropriate. The committees of the Board execute their risk oversight responsibility for risk management as follows:
The Governance and Risk Committee is responsible for providing oversight with respect to our risk management process, including reviewing the steps management has taken to monitor, control and report such exposures, our policies with respect to risk assessment and risk management, including periodic enterprise risk management assessments. In addition, the Governance and Risk Committee has historically overseen risks related to our corporate governance, including Board and director performance, director succession, director education and the review of our Corporate Governance Guidelines and other governance documents. The Governance and Risk Committee also oversees our overall compliance program, with particular emphasis on the risks associated with our healthcare compliance program.
The Audit Committee oversees the integrity of our financial statements, reporting process and internal controls, the relationship with our independent registered public accounting firm, including its qualifications, independence and performance, and our corporate finance matters, including our capital structure. The Audit Committee also provides oversight with respect to our risk management process, discussing with management our significant financial risk exposures, steps management has taken to monitor, control and report such exposures, and our policies with respect to risk assessment and risk management.
The Compensation Committee is responsible primarily for the design and oversight of our executive compensation policies, plans and practices. A key objective of the Compensation Committee is to ensure that our overall executive compensation program appropriately links pay to performance and aligns the interests of our executives with our stockholders. The Compensation Committee also monitors the design and administration of our overall incentive compensation programs to ensure that they include appropriate safeguards to avoid encouraging unnecessary or excessive risk taking by company employees. Elements of our executive compensation program that mitigate excessive risk taking, such as our combination of short- and long-term incentives, are described below under "Compensation Discussion and Analysis."
RISK CONSIDERATIONS IN OUR COMPENSATION POLICIES AND PRACTICES
Our Compensation Committee believes that risks arising from our compensation policies and practices for our employees are not likely to have a material adverse effect on AMAG. In addition, the Compensation Committee believes that the mix and design of the elements of executive compensation do not encourage management to take excessive risks. The considerations which led the Compensation Committee to these conclusions include the following:
We provide executives with a competitive base salary, which we believe mitigates risk-taking behavior by providing reasonable predictability in the base level of income earned by each executive and alleviating pressure on executives to focus exclusively on near-term stock price performance or annual bonus awards to the detriment of building long-term stockholder value;

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We utilize a mixture of compensation elements intended to be competitive to compensation packages offered to similarly-situated executives at comparable companies within our industry, with significant weighting towards long-term incentive compensation, which has retention value and which discourages short-term risk taking;
Our performance goals for our annual cash bonus awards reflect a balanced mix of performance measures, including objective performance measures, to avoid excessive weight on any one goal or performance measure and are intended to be challenging yet attainable, so that it is more likely than not that the executives will earn a substantial portion of their target bonus annually, which mitigates the potential that our executives will take excessive risks;
Short-term incentives in the form of annual performance bonus payouts are capped at 200% of the target amount, which the Compensation Committee believes mitigates the likelihood that our executives will take excessive risks;
Equity incentive awards are granted annually and generally vest over three to four years, discouraging excessive risk-taking as our executives generally have a significant amount of unvested awards that could decrease significantly in value if our business is not managed for the long-term;
The Compensation Committee approved a long-term incentive plan in February 2017 in order to provide further incentive for superior work, to further align the goals and interests of executives and senior management to the long-term interests of the Company and our stockholders and to enable us to attract and retain highly qualified executives and employees, which included awards of performance-based RSUs, which will vest, if at all, based on the Company's total shareholder return ("TSR") performance measured against the median TSR of a defined comparator group of companies over a three-year period;
Compliance, ethical behavior and adherence to our corporate values and policies are integral factors considered in all performance assessments and serve to mitigate the potential that our executives will take excessive risks. The Board and the Compensation Committee retain discretion to adjust compensation based on both the quality of Company and individual performance and adherence to our corporate governance and compliance programs, among other things;
To minimize the risk of certain transactions related to our securities, we have adopted policies prohibiting directors, officers and other employees from engaging in the following transactions with respect to our securities: (a) selling short, (b) buying or selling puts or calls, (c) purchasing on margin or (d) pledging or creating any other encumbrance with respect to our securities;
To further align the interests of our executives with our stockholders, our executive officers are subject to stock ownership guidelines;
Our executive officers are subject to a clawback policy under which we can recover incentive compensation from certain officers in the event we are required to prepare an accounting restatement due to material noncompliance with financial statement requirements; and
We have a robust system of internal controls and a comprehensive compliance program, which includes extensive training of all employees, which we believe promotes a culture of ethical behavior and compliance, as well as an appropriate attitude toward minimizing risk-taking.
POLICY ON PLEDGING, HEDGING AND TRADING OF COMPANY STOCK
Certain transactions in our securities (such as purchases and sales of publicly traded put and call options, and short sales) create a heightened compliance risk or could create the appearance of misalignment between management and stockholders. In addition, securities held in a margin account or pledged as collateral may be sold without consent if the owner fails to meet a margin call or defaults on the loan, thus creating the risk that a sale may occur at a time when an officer or director is aware of material, non-public information or otherwise is not permitted to trade in Company securities. Therefore, we have adopted policies prohibiting directors, officers and other employees from selling short, buying or selling puts or calls, purchasing on margin and pledging or creating any other encumbrance with respect to our securities.
MEETINGS OF THE BOARD OF DIRECTORS
Our Board met six times during the year ended December 31, 2016. Each director participated in at least 75% of the aggregate number of meetings of the Board and of each committee of the Board on which he or she served during the portion of the last fiscal year for which such person was a director or committee member. It is our policy that our directors are expected to attend each annual meeting of stockholders. All of our then-serving directors attended our annual meeting of stockholders held on May 19, 2016.

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In addition, our independent directors meet regularly, and in any event at least twice a year, in executive session without the presence of management.
COMMITTEES OF THE BOARD OF DIRECTORS
Standing Committees
Under our by-laws, our Board may designate committees comprised of members of the Board to exercise the power and authority of the Board in the management of our business and affairs, subject to limitations imposed by law. Our Board currently has the following standing committees: an Audit Committee, a Compensation Committee, and a Governance and Risk Committee. The following table provides membership information for the current composition of these committees:
Name
Audit
Committee
 
Compensation
Committee
 
Governance
and Risk
Committee
Barbara Deptula
—  
 
X  
 
—  
William K. Heiden
—  
 
—  
 
—  
John A. Fallon, M.D. 
—  
 
X  
 
X*  
Brian P. Kelley
—  
 
—  
 
—  
Robert J. Perez
X  
 
—  
 
X
Lesley Russell, MB.Ch.B., MRCP
—  
 
X*
 
—  
Gino Santini
—  
 
X  
 
—  
Davey S. Scoon
X*
 
—  
 
X  
James R. Sulat
X  
 
—  
 
—  
_______________________________________________________________________________
* Committee Chair
Audit Committee
Our Board has a standing Audit Committee, which conducted ten formal meetings during the year ended December 31, 2016. Throughout 2016 and to the present, the Audit Committee was comprised of Messrs. Scoon (Chair), Sulat and Perez, each of whom is "independent" as such term is defined in the listing standards of NASDAQ and applicable SEC rules. Based on Mr. Scoon's and Mr. Sulat's extensive financial and accounting experience gained through their various executive and board positions, including respective tenures as Chief Financial Officer and/or Chief Administrative Officer of several companies, our Board has determined that Messrs. Scoon and Sulat each qualify as an "audit committee financial expert" as defined by SEC rules. The Board has also determined that Mr. Perez possesses the requisite financial sophistication to qualify him for service on the Audit Committee in accordance with SEC rules. The current charter of the Audit Committee is available on our website at www.amagpharma.com, under the heading "Investors."
Pursuant to its charter, the Audit Committee's general responsibilities include, among other things, the following:
Evaluating and selecting our independent registered public accounting firm;
Reviewing our audited and unaudited financial statements;
Reviewing and discussing the adequacy of our internal financial and accounting processes and internal control over financial reporting with management and our independent registered public accounting firm;
Supervising the relationship between us and our independent registered public accounting firm;
Reviewing and authorizing the scope of both audit and non-audit services and related fees;
Evaluating the independence of our independent registered public accounting firm;
Reviewing and approving related person transactions; and
To the extent deemed necessary by the Audit Committee to carry out its duties, engaging and compensating independent counsel and other advisers to review any matter under its responsibility.

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Compensation Committee
Our Board has a standing Compensation Committee, which conducted ten formal meetings during the year ended December 31, 2016. Throughout 2016 and to the present, the Compensation Committee was comprised of Drs. Russell (Chair) and Fallon, Mr. Santini and Ms. Deptula, each of whom is "independent" as such term is defined in the listing standards of NASDAQ, is a "non-employee director" within the meaning of Rule 16b-3 under the Exchange Act and is an "outside director" as defined in Section 162(m) of the Internal Revenue Code, as amended (the "Code"). The current charter of the Compensation Committee is available on our website at www.amagpharma.com, under the heading "Investors."
Pursuant to its charter, the Compensation Committee's general responsibilities include, among other things, the following:
The review, authorization and approval of the recruitment, hiring and compensation for any of our executive officers and any other of our officers with a title of Senior Vice President or higher, including our Chief Executive Officer or President;
The exercise of all rights, authority and functions of the Board under all of our stock option, stock incentive, employee stock purchase and other equity-based plans, including the authority to interpret their terms, to grant options, and to make stock awards (provided, however, that, except as otherwise expressly authorized to do so by a plan or resolution of the Board, the Compensation Committee shall not be authorized to amend any such plan);
The review and recommendation to the full Board with respect to director compensation;
Oversight regarding our public disclosure of director and executive compensation information; and
The engagement of compensation consultants and other advisers as it deems necessary or appropriate to carry out its responsibilities. The Compensation Committee assesses the independence and any potential conflicts of interest of compensation advisors in accordance with applicable law and NASDAQ listing standards.
Governance and Risk Committee
Our Board has established a standing Governance and Risk Committee, which is currently comprised of Dr. Fallon (Chair), and Messrs. Perez and Scoon, each of whom is "independent" as such term is defined in the listing standards of NASDAQ and each of whom served on the Governance and Risk Committee throughout 2016. The Governance and Risk Committee conducted four formal meetings during the year ended December 31, 2016. The current charter for the Governance and Risk Committee is available on our website at www.amagpharma.com, under the heading "Investors."
Pursuant to its charter, the Governance and Risk Committee's general responsibilities include, among other things, the following:
Assisting the Board in determining the desired experience, mix of skills and other criteria and qualities appropriate for Board membership;
Actively seeking individuals qualified to become members of the Board, consistent with criteria approved by the Board, and recommending director nominees for selection by the Board for nomination to fill expiring terms of directors at each annual meeting of stockholders;
Periodically reviewing and assessing the adequacy of the Corporate Governance Guidelines and recommending any modifications to the Corporate Governance Guidelines to the Board for approval;
Performing a self-evaluation by Board members and by members of the Governance and Risk Committee from time to time to determine whether they are functioning effectively and to improve the performance of the Board and/or Committee as a whole;
Providing oversight and guidance to senior management concerning the assessment and management of the Company's risk and assist the Board in providing oversight of our risk management process, including conducting periodic enterprise risk management assessments;
Providing oversight of and guidance with respect to our internal compliance program;
To the extent required or advisable, develop, implement, review and monitor an orientation and education program for members of the Board; and
Retaining and terminating any search firm to be used to identify director candidates, including approving the search firm's fees and other retention terms. The Governance and Risk Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors.

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Our Corporate Governance Guidelines set forth certain general criteria for nomination as a director and provide that in identifying prospective director candidates, the Governance and Risk Committee may consider all facts and circumstances that it deems appropriate or advisable, including, among other things, the skills of the prospective director candidate, his or her depth and breadth of business experience or other background characteristics, his or her independence and the needs of the Board. The backgrounds and qualifications of a nominee should be considered in the context of the backgrounds and qualifications of the current directors as a group, which should provide a significant breadth of experience, knowledge and abilities that shall assist the Board in fulfilling its responsibilities. The Board has the authority to consider and approve from time to time the criteria that it deems necessary or advisable for prospective director candidates. The Board has delegated to the Governance and Risk Committee the responsibility for assisting the Board in determining the desired experience, mix of skills and other criteria and qualities appropriate for Board membership. As part of its evaluation, the Governance and Risk Committee conducts periodic assessments of key competencies needed to be an effective and contributing member of the Board, which aids the Governance and Risk Committee in determining which specific skills or attributes in potential new directors would benefit the Board as a whole. The Board has determined that such criteria, at a minimum, includes the following:
Nominees should have experience at a strategic or policymaking level;
Nominees should be highly accomplished in his or her respective field, with superior credentials and recognition and demonstrated ability to exercise sound judgment in matters that relate to our current and long-term objectives;
Nominees should have a long-term reputation for integrity, honesty and adherence to high ethical and moral standards;
Nominees should have the commitment and ability to understand our business and industry, as well as the sometimes conflicting interests of our various constituencies, which include stockholders, employees, customers, governmental units, creditors and the general public, and to act in the interests of all stockholders;
Nominees should have sufficient time and availability to devote to the Company's affairs, particularly in light of the number of boards of directors on which such nominee may serve and should be willing and able to contribute positively to the decision-making process of the Company; and
Nominees should not have, nor appear to have, a conflict of interest that would impair such nominee's ability to represent the interests of all our stockholders and to fulfill the responsibilities of a director.
Further, nominees shall not be discriminated against on the basis of race, religion, national origin, sex, sexual orientation, disability or any other basis proscribed by law. The Governance and Risk Committee believes that the value of diversity on the Board should be considered as one of a number of factors that it takes into account in evaluating nominees and the Board as a whole. For this purpose, the Governance and Risk Committee evaluates diversity in terms of race, religion, national origin, gender, sexual orientation, and disability, as well as differences of viewpoint, professional experience, education, skill, and other individual qualities and attributes that contribute to heterogeneity on the Board.
Our Corporate Governance Guidelines also provide that the renomination of existing directors should not be viewed as automatic, but should be based on continuing qualification under the criteria set forth above or otherwise determined by the Board. The Governance and Risk Committee considers the existing directors' performance on our Board and its committees in making its nomination recommendations. In seeking new candidates for directors, members of our Governance and Risk Committee may use their business, professional and personal contacts, accept recommendations from other Board members or management, or engage a professional search firm. In 2016, the Board retained Perspective Group LLC to conduct a search to identify candidates to serve on the Board. This search resulted in the appointment of Mr. Kelley in December 2016.
The Governance and Risk Committee will also consider director nominee candidates who are recommended by our stockholders. Our Corporate Governance Guidelines provide the procedures stockholders should following in making such a recommendation, which generally provide that all stockholder recommendations for director candidates must be submitted to us not less than 120 calendar days prior to the date on which our proxy statement was released to stockholders in connection with the previous year's annual meeting. All stockholder recommendations for director candidates must include the following information:
The name and address of record of the stockholder;
A representation that the stockholder is a record holder of the Company's securities, or if the stockholder is not a record holder, evidence of ownership in accordance with Rule 14a-8(b)(2) of the Exchange Act;
The name, age, business and residential address, educational background, current principal occupation or employment, and principal occupation or employment for the preceding five full fiscal years of the proposed director candidate;

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A description of the qualifications and background of the proposed director candidate which addresses the criteria for Board membership approved by the Board and set forth in the Corporate Governance Guidelines and/or the charter of the Governance and Risk Committee;
A description of all arrangements or understandings between the stockholder and the proposed director candidate;
The consent of the proposed director candidate (a) to be named in the proxy statement relating to our annual meeting of stockholders and (b) to serve as a director if elected at such annual meeting;
A statement that the proposed director candidate will tender an irrevocable resignation, effective upon such person's failure to receive the required vote for election at the next meeting at which such person would face election (or re-election) and upon acceptance of such resignation; and
Any other information regarding the proposed director candidate that is required to be included in a proxy statement filed pursuant to the rules of the SEC.
In considering stockholder recommendations for nominees, the Governance and Risk Committee may request additional information concerning the nominee or the applicable stockholder or stockholders. Stockholder recommendations will be considered using the same criteria as other candidates. The foregoing applies only to recommendations. Actual nominations by stockholders or others, if and to the extent permitted, must be made in accordance with our by-laws and applicable state and federal laws. See the discussion below under "Stockholder Proposals."
The nominations for the election of directors at the Annual Meeting contained in this Proxy Statement are based upon the unanimous recommendation of the Governance and Risk Committee to the full Board in March 2017.
Other Committees of the Board
Transaction Committee
Our Board has established a Transaction Committee to, on an ad hoc basis, oversee, advise and assist our management with respect to the identification, evaluation, structuring, negotiation and execution of potential acquisition, in-license, merger and other strategic transactions involving AMAG and to make recommendations with respect thereto to the full Board, and to undertake such other responsibilities as may be delegated to the Transaction Committee by the Board from time to time. Throughout 2016 and to the present, the Transaction Committee was comprised of Ms. Deptula (Chair), Dr. Russell, and Messrs. Santini and Sulat, each of whom is "independent" as such term is defined in the listing standards of NASDAQ. The Transaction Committee conducted four formal meetings during the year ended December 31, 2016.
Financing Committee
Our Board has established a Financing Committee to, on an ad hoc basis, oversee the execution and consummation of potential financing transactions involving AMAG, including delegation by the Board to approve certain financing parameters in connection with such fundraising activities as well as other responsibilities as may be delegated to the Financing Committee by the Board from time to time, such as the establishment and execution of our share repurchase program in 2016. In 2016, the Financing Committee was comprised of Messrs. Scoon and Sulat, each of whom is "independent" as such term is defined in the listing standards of NASDAQ. The Financing Committee conducted one formal meeting during the year ended December 31, 2016.
In addition, our Board may, as needed or advisable, form temporary or ad hoc committees to oversee, identify, evaluate or negotiate a specific issue or opportunity and to make recommendations to the full Board.

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REPORT OF THE AUDIT COMMITTEE1 
The Audit Committee has reviewed and discussed our audited financial statements for the year ended December 31, 2016 with our management. The Audit Committee has discussed with PricewaterhouseCoopers LLP, our independent registered public accounting firm, the matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board ("PCAOB"). The Audit Committee has met with PricewaterhouseCoopers LLP, with and without management present, to discuss the results of its examinations, its evaluation of our internal control over financial reporting, and the overall quality of our financial reporting. The Audit Committee has also received the written disclosures and the letter from PricewaterhouseCoopers LLP required by applicable requirements of the PCAOB regarding the independent accountant's communications with the Audit Committee concerning independence. The Audit Committee has discussed with PricewaterhouseCoopers LLP that firm's independence from management and AMAG and considered the compatibility of the firm's provision of non-audit services with maintaining the firm's independence and found the provision of such services to be compatible with the firm's independence.
Based on the reviews and discussions referred to above, the Audit Committee concluded that it would be reasonable to recommend, and on that basis did unanimously recommend, to the Board (and the Board has approved) that the audited financial statements be included in AMAG's Annual Report on Form 10-K for the year ended December 31, 2016 for filing with the SEC.
Respectfully submitted by the Audit Committee of the Board of Directors of AMAG Pharmaceuticals, Inc.,
 
 
 
Davey S. Scoon, Chair
Robert J. Perez
James R. Sulat
_________________________________________
1 
The material in this report is not "soliciting material," is furnished to, but not deemed "filed" with, the SEC and is not deemed to be incorporated by reference in any filing of AMAG under the Securities Act of 1933 (as amended, the "Securities Act") or the Exchange Act, other than AMAG's Annual Report on Form 10-K, where it shall be deemed to be "furnished," whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
STOCKHOLDER COMMUNICATION WITH THE BOARD OF DIRECTORS
Our Board believes it is important for stockholders to be able to send communications to the members of our Board. Accordingly, any stockholder who desires to communicate with our directors, individually or as a group, may do so by e-mailing the party or parties to whom the communication is intended at contactus@amagpharma.com or by writing to the party or parties for whom the communication is intended, to our principal executive offices at AMAG Pharmaceuticals, Inc., 1100 Winter Street, Waltham, Massachusetts 02451, attention: Secretary. Our Secretary will then deliver any communication to the appropriate party or parties.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Our Compensation Committee is currently comprised of Drs. Russell (Chair) and Fallon, Mr. Santini and Ms. Deptula. No one who served as a member of the Compensation Committee during 2016 is or has been an officer or employee of AMAG or had any relationship that is required to be disclosed as a transaction with a related party. During the year ended December 31, 2016, none of our executive officers served as a member of the board of directors or compensation committee of another company (or other entity) that has one or more of its executive officers serving on our Board or our Compensation Committee.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In accordance with its charter and AMAG's written related person transactions policy contained in our Corporate Governance Guidelines, discussed below, the Audit Committee reviews, approves and ratifies any related person transaction and monitors compliance with and periodically reviews the related person transactions policy. The term "related person transaction" refers to any transaction required to be disclosed in our filings with the SEC pursuant to Item 404 of Regulation S-K.
In considering any related person transaction, the Audit Committee considers the facts and circumstances regarding such transaction, including, among other things, the amounts involved, the relationship of the related person (including those persons

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identified in the instructions to Item 404(a) of Regulation S-K) with our company and the terms that would be available in a similar transaction with an unaffiliated third-party. The Audit Committee also considers its fiduciary duties, our obligations under applicable securities law, including disclosure obligations and director independence rules, and other applicable law in evaluating any related person transaction. The Audit Committee reports its determination regarding any related person transaction to our full Board.
In addition, our Board has adopted a written related person transactions policy, which provides that any related person transaction shall be consummated or shall continue only if:
The Audit Committee approves or ratifies such transaction in accordance with our related person transactions policy and if the transaction is on terms comparable to those that could be obtained in arm's length dealings with an unrelated third person;
The transaction is approved by the majority of the disinterested members of the Board; or
If the transaction involves compensation, it is approved by the Compensation Committee or the Board.
Under our related person transactions policy, transactions between a related person and AMAG that are available to all employees generally and transactions with a related person in a given fiscal year that involve an aggregate of less than $10,000 must be reported to the Board but do not require approval. In addition, related person transactions should be submitted to the Audit Committee for approval or preliminarily entered into by management subject to ratification by the Audit Committee, provided, that, if such ratification shall not be forthcoming, management must make all reasonable efforts to cancel or annul such transaction. In determining whether to approve a related person transaction, consideration is given to whether approval thereof would affect the independent status of any current member of our Board. If approval of a transaction would cause less than a majority of our Board to be independent, such transaction will not be approved.
No related person transactions were brought to the attention of the Audit Committee for consideration in 2016.
CODE OF ETHICS
Our Board has adopted a code of ethics that applies to our officers, directors and employees. We have posted the text of our code of ethics on our website at www.amagpharma.com in the "Investors" section. In addition, and in accordance with Item 5.05 of Form 8-K, when changes are made to the provisions of our code of ethics enumerated in Item 406(b) of Regulation S-K, we intend to disclose within four business days, on our website (or in any other medium required by law or NASDAQ): (a) the date and nature of any such amendment to our code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and (b) the nature of any such waiver, including an implicit waiver, from a provision of our code of ethics that is granted to one of these specified officers, the name of such person who is granted the waiver, and the date of the waiver.
DIRECTOR COMPENSATION
Overview
We seek to attract exceptional talent to serve on the Board and, therefore, our policy is to compensate directors competitively relative to comparable companies. In addition, our Corporate Governance Guidelines provide that directors should be incentivized to focus on long-term stockholder value. The Board believes that including equity as part of director compensation helps align the interests of directors with those of our stockholders. Accordingly, director compensation is comprised of a mix of cash and equity compensation. The Board also believes that it is appropriate for the Chair of the Board and the Chair of each standing committee of the Board to receive additional compensation for the additional workload and time commitment required for Board members who serve in such capacities.
Non-Employee Director Compensation Policy
Our Non-Employee Director Compensation Policy applies to each director of AMAG who is not an employee or affiliate of AMAG. Under its charter, the Compensation Committee is charged with periodically reviewing and making recommendations to the Board with respect to director compensation. In addition, our Corporate Governance Guidelines provide that management and/or the Compensation Committee shall, from time to time, present a report to the Board comparing our director compensation to that of comparable peer companies.
In September 2015, the Compensation Committee retained Radford, a part of Aon Hewitt, a business unit of Aon plc ("Radford"), an independent compensation consulting firm, to conduct a comprehensive independent review of our overall non-employee director compensation practices relative to our peer group based on data collected from our peer companies' proxy

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statements. The peer group used by Radford in conducting its evaluation was comprised of 17 public biotechnology companies that were comparable in terms of the number of employees, revenue and market capitalization at that time, as detailed below under "Compensation Discussion and Analysis." In May 2016, based primarily on the recommendations of the Compensation Committee and Radford's assessment, the Board amended our Non-Employee Director Compensation Policy, effective as of July 1, 2016 (the "Director Compensation Plan") to bring the Board's compensation in line with the market 50th percentile. These amendments included (a) an increase in the annual retainer fees for members of the Board and the Chair by $5,000 to $45,000 and $95,000, respectively, and (b) a change in the timing of the delivery of RSUs granted to directors after July 1, 2016 so that delivery of any vested shares of common stock underlying such RSUs shall be deferred until the earlier of (i) the first anniversary of the date of grant (previously the third anniversary of the date of grant) or (ii) the date a director's service to the Corporation terminates.
The following is a summary of compensation under our Director Compensation Plan:
Equity Grant Upon Initial Appointment or Election as a Director
Under the Director Compensation Plan, each new non-employee director, on the date of his or her initial appointment or election to the Board, receives the following two equity awards:
Appointment Grant: an award of a non-qualified stock option to purchase 6,000 shares of our common stock pursuant to our Equity Incentive Plan as may be amended from time to time, with such option to vest in equal monthly installments over a period of two years from the date of his or her election to the Board, provided such non-employee director continues to serve as a member of the Board; and

Pro-rated Annual Grant: an equity grant of non-qualified stock options and RSUs on the date of his or her appointment or election as described below under the heading "Annual Equity Grant"; provided, that the amount of options and RSUs will be pro-rated based on the number of expected months of service before the next annual meeting of stockholders, and provided further that the awards will vest in equal monthly installments beginning on the first day of the first full month following his or her appointment or election and continuing on the first day of each month thereafter through the first day of the month in which the next annual meeting of stockholders is to be held so long as the director continues to serve as a member of the Board.
Annual Equity Grant
At the first meeting of the Board following the annual meeting of stockholders, each non-employee director, including the Chair, receives an equity grant with a target value of approximately $175,000, with 50% of such value to be delivered in the form of options and the remaining 50% of such value to be delivered in the form of RSUs. These annual equity grants vest in twelve equal monthly installments beginning on the first day of the first full month following the annual meeting of stockholders and continuing on the first day of each of the following eleven months thereafter, so long as the director continues to serve as a member of the Board. In addition, for annual equity grants awarded after July 1, 2016, the Director Compensation Plan, as amended, provides that the delivery of any vested shares of common stock underlying the foregoing RSUs is deferred until the earlier of (a) the first anniversary of the date of grant and (b) the date of the director's separation from service.
Early Termination of Options or RSUs Upon Termination of Service
If a non-employee director ceases to be a member of the Board for any reason, any then vested and unexercised options granted to such non-employee director may be exercised by the departing director (or, in the case of the director's death or disability, by the director's personal representative, or the director's survivors) within three years after the date the director ceases to be a member of the Board and in no event later than the expiration date of the option. In addition, all then vested and undelivered shares underlying any RSUs held by such director shall be delivered to him or her (or, in the case of the director's death or disability, to the director's personal representative, or the director's survivors) as of the date he or she ceases to be a member of the Board. If a non-employee director ceases to be a member of the Board for any reason, or otherwise ceases to continue a business relationship with AMAG, any unvested options and RSUs are immediately terminated and forfeited.

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Retainer and Per Meeting Fees
The annual Board retainer fees under the Director Compensation Plan are payable in four equal quarterly installments, to each non-employee director for membership on our Board and for membership on each of the Board's standing committees. The annual Board and committee retainer fees are included in the table below, along with the per meeting fees that our non-employee directors are entitled to receive for ad hoc committee attendance.
Membership
Retainer
Fees ($)
 
Per Meeting
Fees ($)
Board
 

 
 

Non-chair member(1)
45,000

 
N/A

Chair(1)
95,000

 
N/A

Audit Committee
 

 
 

Non-chair member
12,500

 
N/A

Chair
25,000

 
N/A

Compensation Committee
 

 
 

Non-chair member
10,000

 
N/A

Chair
20,000

 
N/A

Governance and Risk Committee
 

 
 

Non-chair member
7,500

 
N/A

Chair
15,000

 
N/A

Ad Hoc Committees
 

 
 

Non-chair member
N/A

 
1,000

Chair
N/A

 
2,000

___________________________
(1)
In May 2016, based on the Board's annual assessment of director compensation, including recommendations of the Compensation Committee and Radford, the Board amended the Director Compensation plan, effective as of July 1, 2016, to increase the annual retainer fees for members of the Board and the Chair by $5,000 to $45,000 and $95,000, respectively, in order to align the average cash compensation with the 50th percentile as compared to our peers.
Under the Director Compensation Plan, the Board has reserved the right to institute a per meeting fee for each Board or committee meeting which is meaningfully in excess of the regularly scheduled meetings (a "Special Meeting"), including a per meeting fee of $1,000 for each Special Meeting of the Board and a per meeting fee of $500 for each meeting which is meaningfully in excess of the regularly scheduled meetings of the Audit, Compensation, and Governance and Risk Committees attended by such non-employee director. It is expected that Special Meetings of the Board and the committees may be called when necessary to address material matters faced by the Company outside of the ordinary course of business.
Expenses
Upon presentation of documentation of such expenses reasonably satisfactory to the Company, each non-employee director is reimbursed for his or her reasonable out-of-pocket business expenses incurred in connection with attending meetings of the Board, committees thereof or in connection with other Board-related business.
Indemnification and Insurance
We provide standard indemnification agreements and director and officer insurance for all directors.

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Summary of Director Compensation for Fiscal 2016
The following table summarizes the compensation paid to or earned by our non-employee directors during the year ended December 31, 2016.
Name(1)
Fees Earned
or Paid in
Cash ($)(2)
 
Stock
Awards
($)(3)
 
Option
Awards
($)(3)
 
Total ($)
Barbara Deptula(4)
60,500

 
87,493

 
87,463

 
235,456

John A. Fallon, M.D.(5)
63,750

 
87,493

 
87,463

 
238,706

Brian P. Kelley(6)

 
36,423

 
116,316

 
152,739

Robert J. Perez(7)
66,250

 
87,493

 
87,463

 
241,206

Lesley Russell, MB.Ch.B., MRCP(8)
66,500

 
87,493

 
87,463

 
241,456

Gino Santini(9)
106,500

 
87,493

 
87,463

 
281,456

Davey S. Scoon(10)
76,000

 
87,493

 
87,463

 
250,956

James Sulat(11)
60,000

 
87,493

 
87,463

 
234,956

_______________________________________
(1)
Mr. Heiden, who is also our employee, received no additional compensation for his service on our Board and is therefore not included in this table.
(2)
Represents the aggregate dollar amount of 2016 fees earned or paid in cash for services as a director, including annual retainer fees, committee fees and per meeting fees.
(3)
Amounts shown do not reflect compensation actually received by the listed directors but represent the aggregate grant date fair value of equity awards, which consist of RSUs and stock option awards granted to our non-employee directors calculated in accordance with current accounting guidance for stock-based compensation, disregarding adjustments for forfeiture assumptions. The assumptions used to value the stock option awards are set forth in Note L to our Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC on February 21, 2017. The reported value of the RSUs awarded in 2016 was calculated by multiplying the closing market price of a share of our common stock on the grant date by the number of RSUs granted.
(4)
As of December 31, 2016, Ms. Deptula held outstanding stock options to purchase 29,012 shares and RSUs covering 8,390 shares of our common stock.
(5)
As of December 31, 2016, Dr. Fallon held outstanding stock options to purchase 24,896 shares and RSUs covering 7,624 shares of our common stock.
(6)
Mr. Kelley was appointed to the Board in December 2016. As of December 31, 2016, Mr. Kelley held outstanding stock options to purchase 8,739 shares and RSUs covering 1,026 shares of our common stock.
(7)
As of December 31, 2016, Mr. Perez held outstanding stock options to purchase 46,562 shares and RSUs covering 8,390 shares of our common stock.
(8)
As of December 31, 2016, Dr. Russell held outstanding stock options to purchase 38,695 shares and RSUs covering 8,390 shares of our common stock.
(9)
As of December 31, 2016, Mr. Santini held outstanding stock options to purchase 38,512 shares and RSUs covering 9,890 shares of our common stock.
(10)
As of December 31, 2016, Mr. Scoon held outstanding stock options to purchase 44,778 shares and RSUs covering 8,390 shares of our common stock.
(11)
As of December 31, 2016, Mr. Sulat held outstanding stock options to purchase 26,479 shares and RSUs covering 8,582 shares of our common stock.

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Director Stock Ownership Guidelines
The Board believes that it is important that directors be incentivized to focus on long-term stockholder value to ensure that the Board's interests are aligned with those of our stockholders and as such maintains stock ownership guidelines to further align the interests of our non-employee directors with the interests of our stockholders and to promote our commitment to sound corporate governance.
Our non-employee director stock ownership guidelines require all non-employee directors to hold shares of our common stock with a value equal to three times the amount of the annual cash retainer fee paid to non-employee directors for service on the Board, excluding additional committee retainer fees and any per meeting fees, if any. These ownership guidelines are initially calculated using the base annual retainer fee for service as a non-employee director as of the date the person first became subject to the guidelines as a non-employee director and are re-calculated annually on the date of the annual meeting of stockholders based on the applicable annual Board retainer fee in effect on such calculation date. For purposes of this calculation, the value of a share is measured on the date of our annual meeting of stockholders each year based on the average closing price over the 30 days preceding the date of calculation.
Non-employee directors are required to achieve the applicable level of ownership within five years of the later of the date the guidelines were adopted and the date the person first became a non-employee director. In the event that a non-employee director does not meet the foregoing stock ownership guidelines, such non-employee director is prohibited from selling any stock acquired through vesting of RSUs or similar full-value awards or upon the exercise of stock options, except to pay for applicable taxes or the exercise price, and must use the entire net after tax amount of his or her base annual retainer fee, excluding additional committee retainer and meeting fees, if any, to purchase shares of Company common stock until the director satisfies the requirements.
Shares that count toward satisfaction of the guidelines include shares owned outright by the director or his or her immediate family members residing in the same household and shares held in trust for the benefit of the director or his or her family. Unexercised and/or unvested equity awards do not count toward satisfaction of the guidelines.
Our non-employee director stock ownership guidelines may be waived, at the discretion of the Governance and Risk Committee, for directors joining the Board from government, academia, or similar professions. The guidelines may also be waived at the discretion of the Governance and Risk Committee if compliance would create undue hardship or prevent a director from complying with a court order, as in the case of a divorce settlement. It is expected that these instances will be rare.


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PROPOSAL 2: APPROVAL OF THE FOURTH AMENDED AND RESTATED 2007 EQUITY INCENTIVE PLAN
Overview
Our Board believes that stock options and other stock-based incentive awards can play an important role in our success by encouraging and enabling our (and our subsidiaries') employees, officers, non-employee directors and consultants upon whose judgment, initiative and efforts we largely depend for the successful conduct of our business to acquire an equity interest in AMAG. Our Board anticipates that providing such persons with a direct stake in AMAG will assure a closer identification of the interests of such individuals with those of AMAG and our stockholders, thereby stimulating their efforts on our behalf and strengthening their desire to remain with AMAG.
On April 6, 2017, our Board approved an amendment and restatement of our Equity Incentive Plan, subject to stockholder approval, in the form of the Fourth Amended and Restated 2007 Equity Incentive Plan (the "Equity Incentive Plan"). The Equity Incentive Plan increases the aggregate number of shares authorized for issuance under the Equity Incentive Plan by 2,485,000 shares from 6,995,325 shares to 9,480,325 shares and increases the aggregate number of shares that may be issued in the form of incentive stock options from 6,995,325 shares to 9,480,325 shares. Shares underlying any awards under our Amended and Restated 2000 Stock Plan (the "2000 Plan") that are forfeited, canceled or otherwise terminated (other than by exercise) on or after November 27, 2007 shall be added to the shares available for issuance under the Equity Incentive Plan.
In addition to the share increase, the Equity Incentive Plan will also prohibit us from paying any dividends or dividend equivalents with respect to an award until the award has vested. The expiration of the Equity Incentive Plan will be extended until May 18, 2027, which is ten years from the date of the annual meeting, and incentive stock options may be granted until April 6, 2027, which is ten years from the date the Board approved the Equity Incentive Plan.
This amendment and restatement was designed to ensure that we can continue to grant stock options and other awards to our officers, employees, non-employee directors and consultants and to such persons at levels determined to be appropriate by the Compensation Committee. If the proposed amendment and restatement or our Equity Incentive Plan is not approved by our stockholders, we currently anticipate that we will exhaust all the shares available for issuance under our Equity Incentive Plan by mid-2017 and such shares may be exhausted sooner if we continue to increase the size of our organization, including increases in headcount, which may be necessary to support our business growth. The inability to make competitive equity awards to attract and retain talented employees in a highly competitive market could have an adverse impact on our business. A copy of the Equity Incentive Plan is attached to this Proxy Statement as Appendix A and is incorporated herein by reference.
As of December 31, 2016, we have granted options and RSUs covering 9,844,647 shares of common stock under our Equity Incentive Plan, of which 3,713,695 stock options and 935,687 RSUs have expired or terminated, and of which 1,402,476 options have been exercised and 860,163 shares of common stock were issued upon settlement of vested RSUs. Therefore, the actual number of options and RSUs outstanding under this plan as of December 31, 2016 was 2,158,822 and 773,804, respectively, and there were 1,786,672 shares of common stock available for grant under the Equity Incentive Plan, not including any shares that might in the future be added back to the shares available for issuance under the Equity Incentive Plan as a result of forfeiture, cancellation or other termination (other than by exercise).
As of the Record Date, we have granted options and RSUs covering 10,899,813 shares of common stock under our Equity Incentive Plan, of which 3,764,391 stock options and 962,644 RSUs have expired or terminated, and of which 1,411,541 options have been exercised and 1,003,219 shares of common stock were issued upon settlement of vested RSUs. Therefore, the actual number of options and RSUs outstanding under this plan as of the Record Date was 2,421,271 and 1,336,747, respectively, and there were 205,931 shares of common stock available for grant under the Equity Incentive Plan, not including any shares that might in the future be added back to the shares available for issuance under the Equity Incentive Plan as a result of forfeiture, cancelation or other termination (other than by exercise). A total of 34,445,394 shares of our common stock were outstanding as of the Record Date.
Proposal 2 seeks stockholder approval of the Equity Incentive Plan. Stockholder approval of Proposal 2 will also allow certain awards granted under the Equity Incentive Plan to qualify as performance-based compensation exempt from the cap imposed by Section 162(m) of the Code on the Company's tax deduction with respect to compensation paid to certain executive officers.

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SUMMARY OF MATERIAL FEATURES OF THE EQUITY INCENTIVE PLAN
While our Board is aware of and has considered the potential dilutive effect of additional awards and option grants, it also recognizes the competitive necessity and benefits of equity compensation and believes that the Equity Incentive Plan, including the increase in available shares contemplated by the Equity Incentive Plan, is consistent with our executive compensation philosophy and the compensatory practices of other bio-pharmaceutical companies in our peer group. The exercise price of any option grants under the Equity Incentive Plan will be at or above the fair market value of our common stock on the close of business on the date such option is granted thereby aligning the interests of stockholders and our employees to create increased stockholder value over time. Furthermore, since our Board typically grants awards to employees that vest over a three or four year period, employees must generally remain with AMAG in order to realize the potential benefits of their equity awards.
The following material features of the Equity Incentive Plan are designed to protect our stockholders' interests and to reflect corporate governance best practices including:
Maximum Number of Shares.  The maximum number of shares of our common stock to be issued under the Equity Incentive Plan is 9,480,325.
Flexibility in designing equity compensation scheme.  The Equity Incentive Plan allows us to provide a broad array of equity incentives, including awards of stock options (both incentive and non-qualified options), stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, performance units, dividend equivalent rights, and cash-based awards.
Share counting provisions.  Grants of "full value" awards are deemed for purposes of determining the number of shares available for grants under the Equity Incentive Plan as an award for 1.7 shares for each share of common stock subject to the award (the "Fungible Share Ratio"). Grants of stock option or stock appreciation rights are deemed to be an award of one share for each share of common stock subject to the award. This helps to ensure that management and our Compensation Committee are using the share reserve effectively and with regard to the value of each type of equity award.
No Liberal Share Recycling.  Shares tendered or held back for taxes will not be added back to the reserved pool under the Equity Incentive Plan. Upon the exercise of a stock appreciation right, the full number of shares underlying the award will be charged to the reserved pool. Additionally, shares reacquired by AMAG on the open market or otherwise using cash proceeds of option exercises will not be added to the reserved pool.
Types of Awards.  The award of stock options (both incentive and non-qualified options), stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, performance shares, dividend equivalent rights and cash-based awards is permitted.
Minimum vesting provisions.  Minimum vesting provisions apply to certain "full value" awards to participants.
Limited vesting acceleration.  Subject to limited exceptions, the Equity Incentive Plan provides that the vesting of awards may only be accelerated upon death, disability, retirement or a Sale Event (as defined in the Equity Incentive Plan) unless provided for in the terms of the original grant.
Repricing is not allowed.  The exercise price of stock options and stock appreciation rights will not be decreased in any manner without stockholder approval nor may stock options or stock appreciation rights be cancelled in exchange for a cash payment.
Stockholder approval is required for additional shares.  The Equity Incentive Plan does not contain an "evergreen" provision. Thus, any increase to the maximum share reserve in the Equity Incentive Plan is subject to approval by our stockholders allowing our stockholders the ability to have a say on our equity compensation programs.
Broad-based eligibility for equity awards.  We grant equity awards to a large portion of our employees. By doing so, we tie our employees' interests with stockholder interests and motivate our employees to act as owners of the business.
Reasonable limit on equity awards.  The Equity Incentive Plan limits the number of shares of common stock available for equity awards such that no employee may be granted an equity award covering more than 500,000 shares in a single calendar year for options and stock appreciation awards and in a single performance cycle for performance-based awards.
Clawback Policy.  Awards to certain officers will be subject to clawback in the event we are required to prepare an accounting restatement due to the material noncompliance with financial statement requirements.
Ownership Guidelines.  Awards under the Equity Incentive Plan will assist directors and executives in attaining the stock ownership requirements specified in our stock ownership guidelines.

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No Current Dividends Paid for Unvested Awards. In no event will any dividends or dividend equivalents be paid with respect to an award until the award has vested.
Plan Expiration.  The Equity Incentive Plan will expire on May 18, 2027.
Based solely on the closing price of our common stock as reported by NASDAQ on March 31, 2017 and the maximum number of shares that would have been available for awards under the Equity Incentive Plan as of such date taking into account the proposed increase described herein, the maximum aggregate market value of the common stock that could potentially be issued under the Equity Incentive Plan is $60,680,491. The shares of common stock underlying any awards under the Equity Incentive Plan or the 2000 Plan that are forfeited, canceled or are otherwise terminated (other than by exercise) are added back to the shares of common stock available for issuance under the Equity Incentive Plan. The following shares will not be added back to the shares authorized for issuance under the Equity Incentive Plan: shares tendered or held back upon exercise of an option or settlement of an award to cover the exercise price or tax withholding, and shares subject to a stock appreciation right that are not issued in connection with the stock settlement of the stock appreciation right upon exercise.
Qualified Performance-Based Compensation under Code Section 162(m)
To ensure that certain awards granted under the Equity Incentive Plan to a "Covered Employee" (as defined in the Code) qualify as "performance-based compensation" under Section 162(m) of the Code, the Equity Incentive Plan provides that the Compensation Committee may require that the vesting of such awards be conditioned on the satisfaction of performance criteria that may include any or all of the following: (1) total stockholder return; (2) earnings before interest, taxes, depreciation and/or amortization; (3) net income (loss) (either before or after interest, taxes, depreciation and/or amortization); (4) changes in the market price of the stock; (5) economic value-added; (6) funds from operations or similar measure; (7) sales or revenue; (8) acquisitions or strategic transactions; (9) operating income (loss); (10) cash flow (including, but not limited to, operating cash flow and free cash flow); (11) return on capital, assets, equity or investment; (12) return on sales; (13) return on assets; (14) return on operating assets; (15) return on equity; (16) profits; (17) gross or net profit levels; (18) productivity; (19) expense; (20) margins; (21) operating efficiency; (22) customer satisfaction; (23) working capital; (24) earnings (loss) per share of stock; (25) sales or market shares; and (26) number of customers, any of which may be measured in absolute terms or as compared to any incremental increase or as compared to results of a peer group. Performance goals may be based upon specified levels of AMAG, subsidiary, affiliate or division performance under one or more of the criteria set forth above relative to the performance of other entities, divisions or subsidiaries. The Compensation Committee will select the particular performance criteria within the time period specified by Section 162(m) of the Code. Subject to adjustments for stock splits and similar events, the maximum award granted to any one individual that is intended to qualify as "performance-based compensation" under Section 162(m) of the Code will not exceed 500,000 shares of common stock for any performance cycle and options or stock appreciation rights with respect to no more than 500,000 shares of common stock may be granted to any one individual during any calendar year period. If a performance-based award is payable in cash, it cannot exceed $5,000,000 for any calendar year.
Rationale for Share Increase
We currently anticipate that we will exhaust all the shares available for issuance under our Equity Incentive Plan by mid-2017 if the Equity Incentive Plan is not approved (and such shares may be exhausted sooner if we continue to increase the size of our organization, including increases in headcount). In connection with our 2014 acquisition of Lumara Health Inc. ("Lumara Health") and our 2015 acquisition of Cord Blood Registry® ("CBR"), we increased our employee base from approximately 150 in February 2014 to 550 in February 2017 and, in connection with certain of these new employees, utilized approximately 442,200 shares and 389,700 shares in 2015 and 2014, respectively. In addition, we anticipate that our headcount will increase significantly in 2017 by approximately 300 employees, including the addition of a 150-employee dedicated sales force to support the launch of Intrarosa, which we licensed from Endoceutics, Inc. in April 2017. The share increase contemplated by the Equity Incentive Plan is critical to attract and retain talented employees to support these efforts in order to build stockholder value.
Our equity incentive program is broad-based and equity incentive awards are an important component of our executive and non-executive employees' compensation. Our Compensation Committee and Board believe we must continue to offer a competitive equity compensation program in order to attract, retain and motivate the talented and qualified employees necessary for our continued growth and success in an increasingly competitive market environment.
We manage our long-term stockholder dilution by limiting the number of equity incentive awards granted annually. The Compensation Committee carefully monitors our annual net burn rate, total dilution, and equity expense in order to maximize stockholder value by granting only the appropriate number of equity incentive awards that it believes is necessary to attract, reward, and retain employees. Our compensation philosophy reflects broad-based eligibility for equity incentive awards, and we grant awards to substantially all of our employees based upon level, performance and contribution. By doing so, we link

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employee interests with stockholder interests throughout the organization and motivate our employees to act as owners of the business.
Other Compensation Policies
Awards made pursuant to the Equity Incentive Plan and our other plans and programs are in some cases subject to restrictions and obligations outlined in our Policy for Recoupment of Incentive Compensation as well as our stock ownership guidelines. Our Policy for Recoupment of Incentive Compensation and our executive stock ownership guidelines are discussed below in further detail under the heading "Executive Officers and Compensation-Compensation Recoupment/Clawback" and "Executive Officers and Compensation-Executive Stock Ownership Guidelines," respectively. Our non-employee director stock ownership guidelines are discussed above in further detail under the heading "Director Compensation-Director Stock Ownership Guidelines."
Burn Rate
The following table sets forth information regarding historical awards granted and earned for the 2014 through 2016 period, and the corresponding burn rate, which is defined as the number of shares subject to certain equity-based awards granted in a year divided by the weighted average common shares outstanding for that year, for each of the last three fiscal years:
 
2016
 
2015
 
2014
 
RSUs:
 

 
 

 
 

 
RSUs granted
799,458

(1)(2)
448,029

(2)
291,626

(2)
Less: Acquisition-related RSU grants

 

 
(20,000
)
 
Less: Acquisition-related RSU inducement grants

 
(37,750
)
 
(22,600
)
 
Total RSUs granted
799,458

 
410,279

 
249,026

 
RSU multiplier
2

 
2

 
2

 
Total Adjusted RSUs Granted(3)
1,598,916

 
820,558

 
498,052

 
Stock Options:
 
 
 

 
 

 
Stock options granted
784,048

(1)
1,215,675

 
1,391,776

 
Less: Acquisition-related stock option grants

 
(297,950
)
 
(42,500
)
 
Less: Acquisition-related stock option inducement grants          

 
(106,500
)
 
(304,600
)
 
Total Stock Options Granted(4)
784,048

 
811,225

 
1,044,676

 
Total Adjusted Grants
2,382,964

 
1,631,783

 
1,542,728

 
Weighted average common shares outstanding during the fiscal year
34,445,394

 
31,471,219

 
22,415,592

 
Annual Burn Rate
6.92
%
 
5.19
%
 
6.88
%
 
Three-Year Average Burn Rate
 

 
6.33
%
 
 

 
____________________________________
(1)
These RSUs and stock options granted in 2016 include 130,345 shares that were forfeited in 2016 without issuance upon termination of employment, resulting in 1,453,161, of the 1,583,506 awards granted in 2016, outstanding at December 31, 2016.
(2)
The RSUs granted in 2016 include 73,840 shares with respect to our 2014 Performance Stock Awards, which were earned in 2016 (65,000 shares with respect to our 2014 Performance Stock Awards were excluded from the 2014 RSUs granted). In addition, RSUs granted in 2015 includes 36,600 shares earned as of December 31, 2015 with respect to our 2013 performance-based awards.
(3)
"Total Adjusted RSUs Granted" is the product of RSUs granted less acquisition-related RSU grants and acquisition-related RSU inducement grants awarded in connection with our 2015 acquisition of CBR and our 2014 acquisition of Lumara Health and a multiplier determined by Institutional Shareholder Services based on our recent historic stock price volatility. We have utilized an RSU multiplier of 2.0 for purposes of calculating the 2014-2016 average burn rate.
(4)
"Total Stock Options Granted" represents stock options granted less acquisition-related stock option grants and acquisition-related stock option inducement grants awarded in connection with our 2015 acquisition of CBR and our 2014 acquisition of Lumara Health.

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If the Equity Incentive Plan, including the request to increase the share reserve by an additional 2,485,000 shares, is approved by stockholders, we will have approximately 2,690,931 shares available for grant after the Annual Meeting, which is based on 205,931 shares available for grant under the Equity Incentive Plan at March 31, 2017 and the 2,485,000 shares subject to this proposal. Our Compensation Committee determined the size of the requested share increase based on projected equity awards to anticipated new hires, projected annual equity awards to existing employees, and an assessment of the magnitude of increase that our stockholders would likely find acceptable. We anticipate that if our request to increase the share reserve is approved by stockholders, it will be sufficient to provide equity incentives to attract, retain, and motivate employees through late 2018.
Summary of the Equity Incentive Plan
The following is a summary of certain significant features of the Equity Incentive Plan. This summary is subject to the specific provisions contained in the full text of the Equity Incentive Plan set forth in Appendix A to this Proxy Statement.
Plan Administration.  The Equity Incentive Plan is administered by the Compensation Committee. The Compensation Committee has full power to select, from among the individuals eligible for awards, the individuals to whom awards will be granted, to make any combination of awards to participants, and to determine the specific terms and conditions of each award, subject to the provisions of the Equity Incentive Plan. The Compensation Committee may delegate to the Chief Executive Officer the authority to grant stock options and/or restricted stock units to employees who are not subject to the reporting and other provisions of Section 16 of the Exchange Act and not subject to Section 162(m) of the Code, subject to certain limitations and guidelines.
Eligibility.  Persons eligible to participate in the Equity Incentive Plan will be those full- or part-time officers, employees, non-employee directors and other key persons (including consultants) of AMAG and our subsidiaries or affiliates as selected from time to time by the Compensation Committee in its discretion. As of the Record Date, approximately 568 individuals were eligible to participate in the Equity Incentive Plan, which included six executive officers, 554 employees who are not officers, and eight non-employee directors.
Plan Limits.  The maximum award of stock options or stock appreciation rights granted to any one individual will not exceed 500,000 shares of common stock (subject to adjustment for stock splits and similar events) for any calendar year period. If any award of restricted stock, restricted stock units or performance shares granted to an individual is intended to qualify as "performance-based compensation" under Section 162(m) of the Code, then the maximum award shall not exceed 500,000 shares of common stock (subject to adjustment for stock splits and similar events) to any one such individual in any performance cycle. If any cash-based award is intended to qualify as "performance-based compensation" under Section 162(m) of the Code, then the maximum award to be paid in cash in any performance cycle may not exceed $5,000,000. In addition, no more than 9,480,325 shares may be issued in the form of incentive stock options.
Effect of Awards.  For purposes of determining the number of shares of common stock available for issuance under the Equity Incentive Plan, the grant of any "full value" award, such as a restricted stock award, restricted stock unit or performance share will be counted as 1.7 shares for each share of common stock actually subject to the award. The grant of any stock option or stock appreciation right will be counted for this purpose as one share from each share of common stock actually subject to the award.
Stock Options.  The Equity Incentive Plan permits the granting of (1) options to purchase common stock intended to qualify as incentive stock options under Section 422 of the Code and (2) options that do not so qualify. Options granted under the Equity Incentive Plan will be non-qualified options if they fail to qualify as incentive options or exceed the annual limit on incentive stock options. Incentive stock options may only be granted to employees of AMAG and our subsidiaries. Non-qualified options may be granted to any persons eligible to receive incentive options and to non-employee directors, consultants and key persons. The exercise price of each option will be determined by the Compensation Committee but may not be less than 100% of the fair market value of the common stock on the date of grant. Fair market value for this purpose will be the closing price of the shares of common stock on NASDAQ on the date of grant. The exercise price of an option may not be reduced after the date of the option grant, other than to appropriately reflect changes in our capital structure.
The term of each option will be fixed by the Compensation Committee and may not exceed ten years from the date of grant. The Compensation Committee will determine at what time or times each option may be exercised. Options may be made exercisable in installments and the exercisability of options may be accelerated by the Compensation Committee. In general, unless otherwise permitted by the Compensation Committee, no option granted under the Equity Incentive Plan is transferable by the optionee other than by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order, and options may be exercised during the optionee's lifetime only by the optionee, or by the optionee's legal representative or guardian in the case of the optionee's incapacity. In no event may options be transferred for value.

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Upon exercise of options, the option exercise price must be paid in full either in cash, by certified or bank check or other instrument acceptable to the Compensation Committee or by delivery (or attestation to the ownership) of shares of common stock that are beneficially owned by the optionee for at least six months or were purchased in the open market. Subject to applicable law, the exercise price may also be delivered to AMAG by a broker pursuant to irrevocable instructions to the broker from the optionee. In addition, the Compensation Committee may permit non-qualified options to be exercised using a net exercise feature which reduces the number of shares issued to the optionee by the number of shares with a fair market value equal to the exercise price.
To qualify as incentive options, options must meet additional federal tax requirements, including a $100,000 limit on the value of shares subject to incentive options that first become exercisable by a participant in any one calendar year.
Stock Appreciation Rights.  The Compensation Committee may award stock appreciation rights, subject to such conditions and restrictions as the Compensation Committee may determine. Stock appreciation rights entitle the recipient to shares of common stock equal to the value of the appreciation in the stock price over the exercise price. The exercise price may not be less than the fair market value of the common stock on the date of grant. The term of a stock appreciation right shall be determined by the Compensation Committee, but may not exceed ten years.
Restricted Stock.  The Compensation Committee may award shares of common stock to participants subject to such conditions and restrictions as the Compensation Committee may determine. These conditions and restrictions may include the achievement of certain performance criteria, as summarized above, and/or continued employment with us through a specified restricted period. A holder of restricted stock shall be treated as a stockholder for all purposes (including with respect to voting rights and the right to receive dividends); provided that in no event shall any dividends be paid until the related restricted stock has vested.
Restricted Stock Units. The Compensation Committee may award restricted stock units to any participant. Restricted stock units are ultimately payable in the form of shares of common stock and may be subject to such conditions and restrictions as the Compensation Committee may determine. These conditions and restrictions may include the achievement of certain performance criteria, as summarized above, and/or continued employment with AMAG through a specified vesting period.
Unrestricted Stock Awards.  The Compensation Committee may also grant shares of common stock which are free from any restrictions under the Equity Incentive Plan. Unrestricted stock may be granted to any participant in recognition of past services or other valid consideration and may be issued in lieu of cash compensation due to such participant.
Performance Share Awards.  The Compensation Committee may grant performance share awards to any participant which entitle the recipient to receive shares of common stock upon the achievement of certain performance criteria, as summarized above, and such other conditions as the Compensation Committee shall determine.
Dividend Equivalent Rights.  The Compensation Committee may grant dividend equivalent rights to participants which entitle the recipient to receive credits for dividends that would be paid if the recipient had held specified shares of common stock. Dividend equivalent rights shall only be paid upon vesting and, if granted as a component of another award subject to vesting, may be paid only if the related award becomes vested.
Cash-Based Awards.  The Compensation Committee may grant cash bonuses under the Equity Incentive Plan to participants. The cash bonuses may be subject to the achievement of certain performance criteria, as summarized above.
Minimum Vesting Requirements.  Except in the case of death, disability, retirement or a Sale Event, and with certain exceptions applicable to awards granted on or after the Effective Date (as defined below) or awards with respect to no more than 5% of shares reserved for issuance under the Equity Incentive Plan, the minimum restriction or vesting period with respect to any "full value" award (i.e. an award other than an option or a stock appreciation right) granted to participants on or after the Effective Date, shall be no less than one year, and no restriction may lapse nor vesting event occur before the first anniversary of the grant date of the award except for acceleration in accordance with any employment or award agreement.
Change of Control Provisions.  The Equity Incentive Plan provides that upon the effectiveness of a Sale Event, except as otherwise provided by the Compensation Committee in the award agreement, the parties to the Sale Event may agree that awards shall be assumed or continued by the successor entity. In the event awards are not assumed or continued by the successor entity, upon the effective time of the Sale Event, the plan and all awards will terminate. In the event of such termination, except as otherwise may be provided in the award agreement, all options and stock appreciation rights with time-based vesting shall become fully exercisable as of the effective time of the Sale Event, all other awards with time-based vesting, conditions or restrictions shall become fully vested and nonforfeitable as of the effective time of the Sale Event, and all awards with conditions and restrictions relating to the attainment of performance goals shall be deemed to vest and become nonforfeitable as of the Sale Event assuming the higher of (a) achievement of all relevant performance goals at the "target" level (prorated based upon the length of time within the performance period that elapsed prior to the Sale Event) or (b) actual

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achievement as of the date of such Sale Event. In addition, in the event of such termination, (a) we shall have the option, in our sole discretion, to make or provide for a payment, in cash or in kind, to participants holding options and stock appreciation rights equal to the difference between the per share consideration and the exercise price of the options or stock appreciation rights or (b) each grantee will be permitted, within a specified period of time prior to the Sale Event, to exercise all outstanding options and stock appreciation rights, to the extent then exercisable. We shall also have the option (in our sole discretion) to make or provide for a payment, in cash or in kind, to holders of other awards in an amount equal to the consideration paid in the transaction multiplied by the number of vested shares subject to the award.
Adjustments for Stock Dividends, Stock Splits, Etc.  The Equity Incentive Plan requires the Compensation Committee to make appropriate adjustments to the number of shares of common stock that are subject to the Equity Incentive Plan, to certain limits in the Equity Incentive Plan, and to any outstanding awards to reflect stock dividends, stock splits, extraordinary cash dividends and similar events.
Tax Withholding.  Participants in the Equity Incentive Plan are responsible for the payment of any federal, state or local taxes that we are required by law to withhold upon the exercise of options or stock appreciation rights or vesting of other awards. Subject to approval by the Compensation Committee, participants may elect to have the tax withholding obligations satisfied by authorizing us to withhold shares of common stock to be issued pursuant to the exercise or vesting.
Amendments and Termination.  The Compensation Committee may at any time amend or discontinue the Equity Incentive Plan and the Compensation Committee may at any time amend or cancel any outstanding award for the purpose of satisfying changes in the law or for any other lawful purpose. However, no such action may adversely affect any rights under any outstanding award without the holder's consent. To the extent required under the rules of NASDAQ, any amendments that materially change the terms of the Equity Incentive Plan will be subject to approval by our stockholders. Amendments shall also be subject to approval by our stockholders if and to the extent determined by the Compensation Committee to be required by the Code to preserve the qualified status of incentive options or to ensure that compensation earned under the Equity Incentive Plan qualifies as performance-based compensation under Section 162(m) of the Code.
Effective Date of Equity Incentive Plan.  The Board approved the Equity Incentive Plan on April 6, 2017, and the Equity Incentive Plan becomes effective on the date it is approved by stockholders (the "Effective Date"). No awards may be granted under the Equity Incentive Plan after May 18, 2027 and no incentive stock options may be granted after April 6, 2027.
If the Equity Incentive Plan is not approved by stockholders, our Third Amended and Restated 2007 Equity Incentive Plan, as amended, will continue in effect until it expires, and awards may be granted thereunder, in accordance with its terms.
NEW PLAN BENEFITS
Because the grant of awards under the Equity Incentive Plan is within the discretion of the Compensation Committee, we cannot determine the dollar value or number of shares of common stock that will in the future be received by or allocated to any participant in the Equity Incentive Plan. Accordingly, in lieu of providing information regarding benefits that will be received under the Equity Incentive Plan, the following table provides information concerning the benefits that were received by the following persons and groups during 2016 under the Equity Incentive Plan: (a) each named executive officer; (b) all current executive officers, as a group; (c) all current directors who are not executive officers, as a group; and (d) all employees who are not executive officers, as a group.
 
Options
 
RSUs
Name and Position
Average
Exercise Price($)(1)
 
Number
 
Dollar Value($)(2)
 
Number
William K. Heiden, Chief Executive Officer
25.18

 
85,000

 
906,480

 
36,000

Edward Myles, Chief Financial Officer, Senior Vice President of Finance & Treasurer

 

 

 

Frank E. Thomas, President and Chief Operating Officer
25.18

 
40,000

 
428,060

 
17,000

Nicholas Grund, Chief Commercial Officer

 

 

 

 Julie Krop, Chief Medical Officer
25.18

 
22,500

 
226,620

 
9,000

Joseph D. Vittiglio, General Counsel, Senior Vice President, Legal Affairs, Technical Operations and Quality
25.18

 
20,000

 
226,620

 
9,000

All current executive officers, as a group
25.18

 
167,500

 
1,787,780

 
71,000

All current non-employee directors, as a group
19.88

 
98,248

 
648,873

 
34,402

All employees who are not executive officers, as a group
25.15

 
255,350

 
9,081,078

 
403,766

____________________________________

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(1)
The average exercise price was calculated using a weighted average basis.
(2)
The amount shown in this column was calculated by multiplying the number of RSUs by the fair market value on the date of grant.
TAX ASPECTS UNDER THE CODE
The following is a summary of the principal federal income tax consequences of certain transactions under the Equity Incentive Plan. It does not describe all federal tax consequences under the Equity Incentive Plan, nor does it describe state or local tax consequences.
Incentive Options.  No taxable income is generally realized by the optionee upon the grant or exercise of an incentive option. If shares of common stock issued to an optionee pursuant to the exercise of an incentive option are sold or transferred after two years from the date of grant and after one year from the date of exercise, then (a) upon sale of such shares, any amount realized in excess of the option price (the amount paid for the shares) will be taxed to the optionee as a long-term capital gain, and any loss sustained will be a long-term capital loss, and (b) AMAG will not be entitled to any deduction for federal income tax purposes. The exercise of an incentive option will give rise to an item of tax preference that may result in alternative minimum tax liability for the optionee.
If shares of common stock acquired upon the exercise of an incentive option are disposed of prior to the expiration of the two-year and one-year holding periods described above (a "disqualifying disposition"), generally (a) the optionee will realize ordinary income in the year of disposition in an amount equal to the excess (if any) of the fair market value of the shares of common stock at exercise (or, if less, the amount realized on a sale of such shares of common stock) over the option price thereof, and (b) we will be entitled to deduct such amount. Special rules will apply where all or a portion of the exercise price of the incentive option is paid by tendering shares of common stock.
If an incentive option is exercised at a time when it no longer qualifies for the tax treatment described above, the option is treated as a non-qualified option. Generally, an incentive option will not be eligible for the tax treatment described above if it is exercised more than three months following termination of employment (or one year in the case of termination of employment by reason of disability). In the case of termination of employment by reason of death, the three-month rule does not apply.
Non-Qualified Options.  No income is realized by the optionee at the time the option is granted. Generally (a) at exercise, ordinary income is realized by the optionee in an amount equal to the difference between the option price and the fair market value of the shares of common stock on the date of exercise, and we receive a tax deduction for the same amount, and (b) at disposition, appreciation or depreciation after the date of exercise is treated as either short-term or long-term capital gain or loss depending on how long the shares of common stock have been held. Special rules will apply where all or a portion of the exercise price of the non-qualified option is paid by tendering shares of common stock. Upon exercise, the optionee will also be subject to Social Security taxes on the excess of the fair market value over the exercise price of the option.
Other Awards.  AMAG generally will be entitled to a tax deduction in connection with an award under the Equity Incentive Plan in an amount equal to the ordinary income realized by the participant at the time the participant recognizes such income. Participants typically are subject to income tax and recognize such tax at the time that an award is exercised, vests or becomes non-forfeitable, unless the award provides for a further deferral.
Parachute Payments.  The vesting of any portion of an option or other award that is accelerated due to the occurrence of a change in control may cause a portion of the payments with respect to such accelerated awards to be treated as "parachute payments" as defined in the Code. Any such parachute payments may be non-deductible to AMAG, in whole or in part, and may subject the recipient to a non-deductible 20% federal excise tax on all or a portion of such payment (in addition to other taxes ordinarily payable).
Limitation on Deductions.  Under Section 162(m) of the Code, our deduction for certain awards under the Equity Incentive Plan may be limited to the extent that the Chief Executive Officer or other executive officer whose compensation is required to be reported in the summary compensation table (other than the Principal Financial Officer) receives compensation in excess of $1 million a year (other than performance-based compensation that otherwise meets the requirements of Section 162(m) of the Code). The Equity Incentive Plan is structured to allow certain awards to qualify as performance-based compensation.

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EQUITY COMPENSATION PLAN INFORMATION
The following table presents information at December 31, 2016 regarding shares of common stock that may be issued under our equity compensation plans (consisting of the Equity Incentive Plan, the 2000 Plan, the Lumara Health Inc. Amended and Restated 2013 Incentive Compensation Plan (the "2013 Lumara Health Equity Incentive Plan") and the 2015 Employee Stock Purchase Plan (the "2015 ESPP")) and pursuant to awards granted outside of such plans to new hires as inducement grants made in reliance on NASDAQ Listing Rule 5635(c)(4) ("Inducement Awards").
 
Equity Compensation Plan Information
Plan Category
Number of securities
to be issued upon
exercise of outstanding
options, warrants and
rights
 
Weighted average
exercise price of
outstanding
options,
warrants
and rights(1)
 
Number of securities
remaining
available for
future issuance under
equity compensation
plans (excluding
securities referenced
in column (a))
 
(a)
 
(b)
 
(c)
Equity compensation plans approved by security holders(2)
2,937,826

 

$31.83

 
1,907,348

Equity compensation plans not approved by security holders(3)
1,112,306

 

$32.28

 
9,710

Total
4,050,132

(4)
 
 
1,917,058

____________________________________
(1)
Since RSUs do not have any exercise price, such units are not included in the weighted average exercise price calculation.
(2)
Includes 2,932,626 shares to be issued pursuant to outstanding awards under the Equity Incentive Plan and 5,200 shares issuable upon exercise of outstanding awards issued pursuant to our 2000 Plan. As of December 31, 2016, there were 1,786,672 shares available for issuance under the Equity Incentive Plan and 120,676 shares available for issuance under the 2015 ESPP. No additional awards will be granted under the 2000 Plan.
(3)
Includes 950,431 shares to be issued pursuant to Inducement Awards and 161,875 shares to be issued pursuant to awards under the 2013 Lumara Health Equity Incentive Plan, which was assumed in connection with our acquisition of Lumara Health. The weighted-average exercise price of the outstanding options under the 2013 Lumara Health Equity Incentive Plan as of December 31, 2016 was $34.27. As of December 31, 2016 there were 9,710 shares available for future grants under the 2013 Lumara Health Equity Incentive Plan, which may be awarded to certain of our employees, officers, directors, consultants, and advisors of AMAG and our subsidiaries who are newly-hired or who previously performed services for Lumara Health.
(4)
Includes 3,113,178 shares of common stock issuable upon the exercise of outstanding options and 936,954 shares of common stock issuable upon the vesting of RSUs. The weighted average exercise price for the outstanding options was $31.97 and the weighted average remaining contractual term is 7.4 years.
Please see Note L to our Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC on February 21, 2017 for additional information regarding our Equity Incentive Plan, 2000 Plan, the 2013 Lumara Health Equity Incentive Plan, 2015 ESPP and the Inducement Awards.
Required Vote
The affirmative vote of the holders of a majority of the shares of our common stock present or represented and voting at the Annual Meeting is required to approve the Equity Incentive Plan.

OUR BOARD UNANIMOUSLY RECOMMENDS, AND DEEMS ADVISABLE, THAT
STOCKHOLDERS VOTE "FOR" THE APPROVAL OF THE EQUITY INCENTIVE PLAN


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PROPOSAL 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION
Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Dodd-Frank Act") and Section 14A of the Exchange Act, we are conducting a stockholder advisory vote on the compensation paid to our named executive officers. This proposal, commonly known as "say-on-pay," gives our stockholders the opportunity to express their views on our named executive officers' compensation. The vote is advisory, and, therefore, it is not binding on the Board, the Compensation Committee, or the Company. Nevertheless, the Compensation Committee will take into account the outcome of the vote when considering future executive compensation decisions. We currently intend to conduct this advisory vote annually, subject to the outcome of the advisory vote on the frequency of future advisory votes on named executive officer compensation, as discussed in Proposal 4.
As described in detail in the "Compensation Discussion and Analysis" section of this Proxy Statement, our executive compensation program is designed to attract, motivate and retain our named executive officers who are critical to our success. Our Board believes that our executive compensation program is well tailored to retain and motivate key executives while recognizing the need to align our executive compensation program with the interests of our stockholders and our "pay-for-performance" philosophy. We encourage our stockholders to read the "Compensation Discussion and Analysis" section as well as the "Summary Compensation Table for the 2016, 2015 and 2014 Fiscal Years" table below and other related compensation tables and narrative disclosures, which describe our executive compensation philosophy, programs, and practices and the 2016 compensation of our named executive officers.
We are asking our stockholders to indicate their support for the compensation of our named executive officers as described herein. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and our executive compensation philosophy, programs, and practices as described in this Proxy Statement.
Accordingly, we ask our stockholders to vote "FOR" the approval, on an advisory basis, of the compensation of our named executive officers, as described in this Proxy Statement.
Required Vote
Advisory approval of this proposal requires the affirmative vote of the holders of a majority of shares of common stock present or represented and voting at the Annual Meeting. The say-on-pay vote is advisory, and therefore not binding on our Board, the Compensation Committee or the Company. However, our Board and our Compensation Committee value the opinions of our stockholders, and to the extent there is a significant vote against the compensation of our named executive officers as disclosed in this Proxy Statement, we will consider our stockholders' concerns, and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.

OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE
APPROVAL OF, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS


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EXECUTIVE OFFICERS AND COMPENSATION
Set forth below is a description of our current executive officers and of compensation received by our named executive officers for the year ended December 31, 2016.
EXECUTIVE OFFICERS
Please refer to "Proposal 1: Election of Directors" for Mr. Heiden's biography.
Edward Myles, age 45, joined us as Senior Vice President of Finance, Chief Financial Officer and Treasurer in April 2016. Prior to joining us, Mr. Myles served in various positions at Ocata Therapeutics, Inc. ("Ocata"), a public biotechnology company, from June 2013 to April 2016, most recently as Chief Financial Officer and Chief Operating Officer. During his tenure at Ocata he led the turnaround of the company which ultimately resulted in its acquisition by Astellas Pharma Inc. in February 2016. Prior to Ocata, Mr. Myles served as Chief Financial Officer and Vice President of Operations at PrimeraDx, Inc., a molecular diagnostics company, from 2008 to June 2013. He also served as Senior Vice President of Finance and Chief Financial Officer at Pressure Biosciences, Inc. from 2006 to 2008 and Controller at EMD Pharmaceuticals, Inc. (a wholly-owned subsidiary of Merck KGaA) from 2003 to 2006. Earlier in his career, Mr. Myles was an Associate in the healthcare investment banking group at SG Cowen Securities Corporation and served as Corporate Controller for Boston Biomedica, Inc., a public diagnostic and life science tools company. Mr. Myles began his career at PricewaterhouseCoopers LLP where he served a variety of clients in the life sciences and technology industries. Mr. Myles holds a B.A. in business administration from University of Hartford and an M.B.A. from the John M. Olin School of Business, Washington University.
Frank E. Thomas, age 47, joined us in 2011 as our Executive Vice President, Chief Financial Officer and Treasurer and served as Executive Vice President and Chief Operating Officer until his promotion to President and Chief Operating Officer in April 2015. From November 2011 to May 2012, he also served as our Interim President and Chief Executive Officer. Prior to joining us, Mr. Thomas served as Senior Vice President, Chief Operating Officer and Chief Financial Officer for Molecular Biometrics, Inc. ("Molecular Biometrics"), a commercial stage medical diagnostics company, from 2008 to 2011. Prior to Molecular Biometrics, Mr. Thomas spent four years at Critical Therapeutics, Inc. ("Critical Therapeutics"), a public biopharmaceutical company, from 2004 to 2008, where he was promoted to President in June 2006 and Chief Executive Officer in December 2006 from the position of Senior Vice President and Chief Financial Officer. He also served on the Board of Directors of Critical Therapeutics from 2006 to 2008. Prior to 2004, Mr. Thomas served as the Chief Financial Officer and Vice President of Finance and Investor Relations at Esperion Therapeutics, Inc., a biopharmaceutical company, which was sold to Pfizer Inc. in March 2004. From 2007 to 2015, Mr. Thomas was a member of the Board of Directors of the Massachusetts Biotechnology Council and has served as a member of the Board of Directors of Zafgen, Inc., a public biopharmaceutical company, since June 2014. Mr. Thomas holds a B.B.A. from the University of Michigan, Ann Arbor. In March 2017, we announced that Mr. Thomas is resigning from the Company, effective April 30, 2017, at which time Mr. Heiden will assume the title of President.
Nicholas Grund, age 47, joined us as Chief Commercial Officer in January 2016. Prior to joining us, Mr. Grund served from 2002 to December 2015, in various positions of increasing responsibility at Genzyme Corporation, a Sanofi company ("Genzyme"), most recently as Head of Specialty Care. Prior to Genzyme, Mr. Grund progressed through a number of senior finance roles in the Critical Care Business Unit of Bayer Diagnostics from 1995 to 2002. Mr. Grund holds a B.S. in business administration from the University of Massachusetts and an M.B.A. from Northeastern University.
Julie Krop, M.D., age 51, joined us as Chief Medical Officer and Senior Vice President, Clinical Development and Regulatory Affairs in June 2015. Prior to joining us, Dr. Krop served from 2012 to May 2015 in roles of increasing responsibility at Vertex Pharmaceuticals, Inc. ("Vertex"), a public biotechnology company, where she most recently served as Vice President, Clinical Development. Prior to Vertex, Dr. Krop held various positions at Stryker Corporation, a public medical technology company, from 2006 to 2011, where she most recently served as Vice President, Clinical Development and Regulatory Affairs. Prior to her work at Stryker Corporation, Dr. Krop served as Vice President, Clinical Research at Peptimmune Inc., a biotechnology company, from 2003 to 2006, Director of Clinical Research at Millennium Pharmaceuticals, Inc., a public biopharmaceutical company (which was subsequently acquired by Takeda Pharmaceutical Company Limited), from 2001 to 2003 and Associate Director at Pfizer Inc., a public biopharmaceutical company, from 1999 to 2001. Dr. Krop holds a B.S. from Brown University and her medical degree from the Warren Alpert Medical School of Brown University. She completed her residency in the Department of Medicine at Georgetown University Hospital and a fellowship in the Department of Endocrinology at the Johns Hopkins University School of Medicine. In addition, Dr. Krop was a Robert Wood Johnson Foundation Clinical Scholar.

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Joseph D. Vittiglio, age 45, joined us in August 2015 as our Senior Vice President, Legal Affairs, General Counsel and Secretary and currently serves as General Counsel, Senior Vice President, Legal Affairs, Technical Operations and Quality and Secretary. Prior to joining us, Mr. Vittiglio served from March 2015 to August 2015 as Vice President of Legal Affairs and a member of the Management Committee at Flexion Therapeutics, Inc. ("Flexion"), a public pharmaceutical company. Prior to Flexion, Mr. Vittiglio was the General Counsel and Secretary of AVEO Pharmaceuticals, Inc., a public biopharmaceutical company, from 2007 to March 2015. From 2005 to 2007, he served as Director of Corporate Legal Affairs at Oscient Pharmaceuticals Corporation ("Oscient"), a public pharmaceutical company. Prior to Oscient, Mr. Vittiglio was a senior corporate associate from 1998 to 2005 at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo PC. Mr. Vittiglio holds a B.A. in International Relations from Tufts University and a J.D. from Northeastern University School of Law.
COMPENSATION DISCUSSION AND ANALYSIS
Executive Summary
Overview
Our Compensation Committee believes that our executive compensation program is appropriately designed and balanced as it both encourages our executive officers to work for our long-term prosperity and reflects a pay-for-performance philosophy, without encouraging our employees to assume excessive risks.
2016 Advisory Vote on Executive Compensation
At our 2016 annual meeting of stockholders, we held our fifth advisory vote on executive compensation. Approximately 93% of the votes cast on the proposal were in favor of our named executive officer compensation as disclosed in our proxy statement for the 2016 meeting, consistent with the results of our say-on-pay vote in 2015. Our Compensation Committee reviewed the final 2016 say-on-pay vote results and determined that, given the significant level of support and the Compensation Committee’s overall satisfaction with the program, no material changes to our executive compensation policies and programs were necessary at that time. We are again holding an advisory vote to approve executive compensation at our 2017 annual meeting of stockholders. In addition, as required, we are holding a vote on the frequency of future advisory votes on named executive compensation, which we are recommending to continue to be held annually, as discussed below in Proposal 4.
Important Features of Our Compensation Program
Our compensation program is administered under a rigorous process which includes the solicitation by the Compensation Committee of advice of an independent third-party consultant (which reports directly to the Compensation Committee, not to management) and long-standing, consistently applied practices with respect to the timing of equity grants, the pricing of stock options and the periodic review of peer group practices.
Other important features of our compensation program include:
In accordance with our pay-for-performance philosophy, base salary is the only component of our executive officers' total compensation that is "fixed" and all other components of our executive officers' compensation are performance-based and variable or "at risk." The amount of each executive officer's annual bonus is based primarily, or in the case of Mr. Heiden, entirely, on pre-established company performance goals. Further, the actual economic value of the long-term incentives granted to our executive officers in the form of equity awards depends on the performance of our stock price over the period during which the awards vest and, with respect to stock options and certain performance-based RSU awards, could be as little as zero if our stock price is less than the exercise price of such stock options at the time of vesting or if our stock price appreciation underperforms defined parameters. We also make a 401(k) plan contribution for our executive officers that is consistent with the contribution we make for all employees who participate in our 401(k) plan.
In order to provide long-term incentives for our executive officers to continue their employment with us, equity awards generally vest over three or four years and our Compensation Committee typically applies an annual vesting schedule or, in some cases, quarterly vesting after the first year, to such awards granted to our executive officers. In addition, the Compensation Committee believes it is appropriate to grant, and has granted, certain executive officers equity awards with performance or market condition-based vesting provisions to further align the interests of such executives with those of our stockholders. For example, the Compensation Committee approved a long-term incentive plan in February 2017 in order to provide further incentive for superior work, to further align the goals and interests of executives and senior management to the long-term interests of the Company and our stockholders, and to enable us to attract and retain highly qualified executives and employees, which included awards of performance-

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based RSUs, which will vest, if at all, based on the Company's total shareholder return ("TSR") performance measured against the median TSR of a defined comparator group of companies over a three-year period.
We review the external marketplace and make internal comparisons among the executive officers when making compensation determinations. For 2016 executive compensation, the Compensation Committee, with advice from Radford, evaluated our executive compensation based on a balanced review of public data from selected peer group companies as well as published survey data from the Radford Global Life Sciences Survey for public biopharmaceutical companies, (together, "Radford's market compensation data"), as described further under "Independent Compensation Consultants." The Compensation Committee endeavors to establish base salaries, total target cash and long-term equity incentives at approximately the 50th percentile of Radford's market compensation data.
In line with our pay-for-performance philosophy, we offer employment agreements that do not contain multi-year guarantees for salary increases, or non-performance-based guaranteed bonuses or equity compensation.
We have adopted a clawback policy that allows us to recover cash and equity-based incentive compensation from certain officers in the event we are required to prepare an accounting restatement due to material noncompliance with financial statement requirements.
Neither cash benefits nor acceleration of equity awards are automatically provided to our executive officers in the event of a change of control of the Company unless either the acquirer does not assume the equity awards or there is also a termination of service (or the executive officer resigns for good reason) within one year from the date a change of control of the Company occurs.
We do not provide any tax gross-up benefits for excise taxes associated with change in control compensation nor do we provide any executive with excessive perquisites or fringe benefits, such as access to personal security, private airplanes, financial planning advice, tax preparation services, car allowance, club memberships or similar benefits.
We have adopted ownership guidelines to align the interests of our non-employee directors and executive officers and our stockholders. These guidelines encourage our non-employee directors and executive officers to maintain a significant ownership interest in our stock. We expect each non-employee director and executive officer to attain the applicable share ownership within five years following the later of the date he or she became subject to these guidelines or the adoption of the guidelines. Our executive stock ownership guidelines are discussed below in further detail under the heading "Executive Officers and Compensation - Executive Stock Ownership Guidelines."
Executive Compensation Philosophy
Our executive compensation program has consistently and meaningfully been focused on pay-for-performance principles, and has included payouts above or below target under our annual incentive plan when the Company's performance was above or below expectations. The following is a summary of our overall executive compensation philosophy, as approved by our Compensation Committee and our Board.
Objectives of Our Executive Compensation Program
Our key executive compensation objectives are to attract and retain the highest quality executive talent, motivate executives by aligning their short- and long-term interests with those of our stockholders, and reward short- and long-term individual and Company performance. We use the following principles to guide our decisions regarding executive compensation:
External Competitiveness. We strive to ensure that our executives' total compensation levels are competitive with peer companies so that we can attract and retain high performing key executive talent. Given the highly competitive landscape for top talent in the biotechnology and pharmaceuticals industry and our relative position to compete for that talent, we recognize that it may, in some instances, be necessary to pay above market rates to attract critical talent.
To ensure that our executives' total compensation levels are competitive, our Compensation Committee, in consultation with its independent advisors and our senior management, periodically reviews the compensation policies and practices of other companies in our peer group, which we define to include companies with the following characteristics:
Publicly-traded;
Primary operations in the biotechnology/pharmaceuticals industries;
Commercial-stage companies with similar amount of revenues;
Comparable number of employees; and

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Comparable market capitalization.
The Compensation Committee also periodically reviews the composition of the peer group itself, in consultation with its independent advisors and senior management, to ensure that the peer group continues to accurately reflect comparable companies as our business evolves.
Pay-for-Performance.  Total compensation should reflect a "pay-for-performance" philosophy such that a substantial portion of executive compensation should include short- and long-term incentive awards that are tied to the achievement of the short- and long-term performance objectives of both the Company and the individual.
Alignment with Stockholders' Interests.  Total compensation levels should include a component that reflects absolute stockholder returns and the Company's overall performance through the use of equity-based awards.
Internal Parity.  To the extent practicable, base salary levels and short- and long-term incentive target levels for similarly-situated executives within the Company should be comparable to avoid divisiveness and encourage teamwork, collaboration, and a cooperative working environment.
Simplicity and Flexibility.  Our executive compensation program should be straightforward and easy to understand for both our employees and stockholders. The compensation program should also be sufficiently flexible to be able to adapt to rapid changes in the competitive environment for executives in the biotechnology and pharmaceuticals sectors.
Avoidance of Excessive Perquisites.  Although we will consider certain perquisites that are common and appropriate for similarly-situated executives of public companies, as a general matter, we intend to avoid the payment of excessive, unusual, or unnecessary perquisites to executives.
Elements of Our Executive Compensation Program
Consistent with our executive compensation objectives, we have developed an executive compensation program consisting of the following elements:
Base Salary;
Short-term incentives in the form of annual cash bonus opportunities;
Long-term incentives in the form of equity-based awards (stock options and RSUs); and
Benefits.
To further our guiding compensation principles, the relative mix of the foregoing components of each executive's total potential compensation should be weighted more toward incentive compensation, both short- and long-term. In addition, the value of such variable compensation is generally weighted more heavily toward long- than short-term incentives to ensure the interests of the executives are more closely aligned with those of our stockholders.
In determining the appropriate level of each element of total executive compensation, we seek to accomplish the goals set out below.
Base salary.  Base salary levels are generally designed to provide fixed annual cash compensation that is competitive with base salary levels provided to executives of similar position, responsibility, experience, qualifications, and performance, to the extent such comparable positions exist, to (a) allow us to recruit and retain the best qualified executives in a very competitive market for talent in the biotechnology and pharmaceuticals sectors, and (b) provide executives with reasonable predictability regarding their basic annual standard of living. Base salaries of executives are reviewed annually as part of our annual review process in light of the executive's individual performance and the Company's performance during the year as well as the then current competitive conditions. We believe that it is appropriate during most years to provide an upward adjustment to executive salaries if the executive's performance warrants such adjustment, our financial condition permits, and/or in order to adhere to our executive compensation philosophy of maintaining base salary levels near the 50th percentile as compared to our peers.
Short-term incentives.  Short-term incentives in the form of an annual cash bonus opportunity are intended to provide motivation for executives to achieve both the Company's annual operating goals and the individual's annual performance goals. The target amount for the annual bonus opportunity is generally established at the outset of the fiscal year or in the executive officer's employment agreement and is generally based on a percentage of the executive's base salary that is intended to be competitive with that offered to similarly-situated executives, to the extent such comparable positions exist. The actual amount paid for short-term incentives is generally based on a combination of Company and individual performance with higher weighting to Company performance as an executive's level of responsibility increases to reflect the executive's ability to

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influence overall Company performance. In addition, the Compensation Committee has the flexibility to award additional discretionary bonuses to recognize and reward outstanding individual performance in excess of measurable performance objectives or to decrease the size of an executive officer's bonus based on individual performance in a given year.
Long-term incentives.  Long-term incentives in the form of annual equity-based awards are intended to align the interests of executives with those of our stockholders and to provide executives with a continuing ownership stake in our long-term success. The Compensation Committee and the Board believe that the amount of a new hire and an annual equity-based award should be competitive to that offered to similarly-situated executives, to the extent such comparable positions exist, and total executive compensation should be more heavily weighted toward long-term incentive compensation to ensure that the interests of our executives are aligned with those of our stockholders. In addition, the Compensation Committee and the Board believe that the proportion of total at-risk compensation should rise as an executive's level of responsibility increases because of the executive's increased ability to influence overall Company performance. Equity-based awards are generally subject to three to four-year annual vesting, or in some cases quarterly vesting after the first year, to promote retention and align the executive's long-term interests with those of our stockholders. In certain instances the Compensation Committee and the Board believe that it is appropriate to grant to certain executive officers equity awards with performance or market condition-based vesting provisions to further align the interests of such executives with those of our stockholders. As a general rule, equity awards to executive officers are reviewed by the Compensation Committee once per year in connection with our annual performance review process.
Benefits.  We seek to provide an overall benefits package that is intended to be competitive to that offered by companies similar to us to ensure that we do not lose talented candidates or employees as a result of an inferior benefits package.
Executive Compensation Decisions and Processes
General
The Compensation Committee typically meets at least four times per year, with additional meetings planned as necessary. The Compensation Committee met ten times during 2016. The agenda for each meeting is usually developed by the Chair of the Compensation Committee, in close consultation, as appropriate, with our Chief Executive Officer, President and Chief Operating Officer, Senior Vice President of Human Resources, General Counsel, and other executives who may have input on a given agenda item. From time to time, various members of management as well as outside advisors and consultants may be invited to make presentations, to provide background information or advice, or to otherwise participate in a given meeting; however, the Compensation Committee meets regularly in executive session. Our Chief Executive Officer is often present and actively participates in discussions and deliberations regarding the compensation of our executive officers. However, our Chief Executive Officer is not present during deliberations regarding his own compensation, performance, or objectives.
Establishing Annual Performance Goals
At the beginning of each year, the Board agrees upon a defined list of goals against which it will evaluate the Company's performance at the end of the year for purposes of making executive compensation decisions, based upon the recommendation of the Compensation Committee. The Compensation Committee develops these goals in consultation with senior management, and endeavors to make the goals consistent with the Company's financial budget and operating plan for the year, with the expectation that the Company will achieve our baseline goals for the year and that scoring of the goals at the end of the year will likely yield a bonus payout at or about the target amount. The weight given to the various Company goals is based on the Compensation Committee's and the Board's subjective determination of the Company's relative strategic and operating priorities for the upcoming fiscal year. Whenever possible, the Compensation Committee attempts to develop quantitative measures of performance to provide clarity throughout the year as to how the Company is progressing against its goals.
In addition, our Chief Executive Officer works with each executive officer to establish his or her individual annual performance goals and objectives. Individual executive performance goals are not established or scored based on a mathematical calculation (other than our Chief Executive Officer whose bonus is determined by the Company's performance score), in contrast to the manner in which the overall Company performance goals are established and scored. Rather, individual executive performance goals are established in a manner that allows for more qualitative and subjective assessment. Accordingly, each specific goal established for our executive officers is not scored on an individual basis, but rather, our Chief Executive Officer evaluates the executive's overall achievement of his or her performance goals as well as his or her contributions to the Company's corporate goals and recommends a bonus amount based on the executive's target bonus for each executive officer to the Compensation Committee. The Compensation Committee believes that our Chief Executive Officer is in the best position to evaluate the performance of the executives, other than himself, and the Compensation Committee believes that substantial deference to our Chief Executive Officer's evaluation of such executives and his related recommendations is generally appropriate.

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Annual Executive Compensation Decision-Making Processes
The Compensation Committee conducts an annual review of the performance and compensation of each of our executive officers, including our Chief Executive Officer. This review is typically conducted over a series of Compensation Committee meetings toward the end and just after the end of the completed fiscal year, and is intended to coincide with the Company's annual Company-wide performance review process.
As discussed in further detail under "Executive Compensation Decisions and Processes - Establishing Annual Performance Goals" above, our Chief Executive Officer and certain members of senior management typically report to the Compensation Committee and the Board on the Company's overall performance on a regular basis throughout the year. At the end of the year, our Chief Executive Officer and certain members of the senior management team present the Compensation Committee with a proposed score based on the Company's actual performance as calculated against the performance goals and targets established by the Compensation Committee and the Board at the outset of the year. Because the Company's overall performance goals allow for some amount of subjective and qualitative assessment, there are typically a series of meetings and discussions among senior management, the Compensation Committee and the Board as to the exact and appropriate scoring of the Company's performance against the goals established by the Board at the outset of the year. At the conclusion of the foregoing discussions, the Compensation Committee exercises its discretion to determine a final Company performance score for the completed fiscal year.
The Company's overall performance score is used to determine the size of the Company-wide bonus pool. In addition, the Company's annual performance score determines the Chief Executive Officer's bonus for the year. For other executive officers, the Compensation Committee reviews each individual executive's contribution and performance against the Company's corporate goals, as well as performance against any individual goals that may have been established, to determine his or her bonus for the year as discussed under "Establishing Annual Performance Goals" above. In addition, the Company has a policy that provides that no bonus awards will be issued in excess of 200% of the executive's target bonus.
As noted above, the Compensation Committee generally gives substantial weight to our Chief Executive Officer's views because he is in the best position to evaluate the performance of and determine the appropriate level at which each of the Company's executive officers should be compensated for past performance and to ensure that they remain incentivized and engaged. Given our pay-for-performance principles, the Compensation Committee determines each executive officer's final bonus amount by weighing the corporate score against each executive's performance during the applicable year. For our 2016 named executive officers (other than Mr. Heiden), each individual had 80% weight assigned to his or her corporate score. Notwithstanding this framework, the Compensation Committee may, in its discretion, increase or decrease an executive's bonus based on its assessment of his or her performance contribution or potential.
With respect to our Chief Executive Officer, he generally reports to the Compensation Committee and the Board on his performance for the completed fiscal year and they provide him feedback regarding that performance. The Compensation Committee generally considers all of the foregoing and makes a determination as to the appropriate level of his base salary, bonus and equity awards. Given that our Chief Executive Officer has ultimate operational responsibility for the overall performance of the Company, the Compensation Committee and the Board believe that his individual annual performance goals and the Company's overall annual performance goals should be the same and, therefore, that his bonus is entirely based on the Company's overall performance score.
Generally, at or around the time the Compensation Committee reviews and approves the bonus amount for the executives for the completed fiscal year, it also reviews the salary level of each executive and determines the amount of the annual equity grant to each executive for the then current fiscal year. In accordance with our executive compensation philosophy, the Compensation Committee seeks to ensure that each executive's salary and the value of the annual equity grant to each executive are competitive with that of similarly situated executives, to the extent such comparable positions exist.
Independent Compensation Consultants
Under its charter, the Compensation Committee is authorized to engage such independent advisors as it deems necessary or appropriate to carry out its responsibilities. The Compensation Committee conducts a thorough independent review of the Company's overall executive compensation practices relative to its peer group, as well as the composition of the peer group itself, as frequently as every year, or as needed. Consistent with past practice, in September 2015, the Compensation Committee retained Radford to perform an executive compensation study for fiscal year 2016 and to provide ad hoc general compensation consulting and advisory services to the Compensation Committee during 2016, including, but not limited to, executive and equity compensation and incentive design. The Compensation Committee has assessed the independence of Radford pursuant to NASDAQ and SEC rules, including evaluating whether other services will be provided by Radford to the Company, the amount of the fees anticipated to be received by Radford, and Radford's policies and procedures designed to prevent conflicts

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of interest. Based on this evaluation, the Compensation Committee concluded that no conflict of interest exists that would prevent Radford from serving as an independent consultant to the Compensation Committee.
During 2016, our Senior Vice President of Human Resources engaged Radford as a resource to assist us in determining appropriate compensation packages for certain employees we hired during 2016, including Nicholas Grund. In total, fees paid to Radford during 2016 for these services, which were not related to Radford's work with our Compensation Committee, were not material.
In January 2016, Radford provided the Compensation Committee with a report in which Radford compared the overall compensation then provided by the Company to each of our executive officers, including annual salary, annual bonus opportunity, and annual equity grants against publicly available compensation information from 17 peer companies, described below, identified in consultation with senior management and the Compensation Committee (the "Radford Report"). The peer group companies were selected primarily on the basis of industry, market capitalization, stage of development, annual revenue and number of employees. In addition to publicly available proxy data from the selected peer group companies, Radford utilized its own proprietary market compensation data for the industry.
With input from senior management, the Compensation Committee discussed, reviewed and approved the following criteria, which Radford then used to develop a proposed updated peer group for purposes of the Compensation Committee's 2016 evaluation of our executive compensation practices:
17 publicly-traded U.S. companies to ensure a meaningful market sample;
Similarity in business model, industry, complexity, and size;
Market capitalization;
Commercial stage companies with at least one approved drug product;
Similar annual revenue; and
Employee headcount.
Radford solicited input from senior management before making its final recommendation regarding the Company's peer group to the Compensation Committee. After review and discussion with Radford, the Compensation Committee accepted the recommendations proposed by Radford with respect to our compensation peer group. Accordingly the Compensation Committee based its 2016 executive compensation review utilizing the following peer group:
  • Acorda Therapeutics, Inc.
 
  • Ionis Pharmaceuticals, Inc.*
  • Akorn, Inc.*
 
  • Medivation, Inc.*
  • ARIAD Pharmaceuticals, Inc.*
 
  • Nektar Therapeutics
  • Depomed, Inc.
 
  • Pacira Pharmaceuticals, Inc.*
  • Dyax Corp.
 
  • Seattle Genetics, Inc.*
  • Emergent BioSolutions, Inc.
 
  • Sucampo Pharmaceuticals, Inc.
  • Horizon Pharma Public Limited Company
 
  • Supernus Pharmaceuticals, Inc.*
  • Insys Therapeutics, Inc.
 
  • The Medicines Company
  • Ironwood Pharmaceuticals, Inc.*
 
 
____________________________________
* New addition to our peer group for purposes of determining 2016 executive compensation based on the Company's evolving parameters.
In addition, to the companies added to our peer group, as noted above, the following companies were removed from our peer group for purposes of determining 2016 executive compensation based on our evolving parameters, primarily due to our 2014 and 2015 acquisitions of Lumara Health and CBR, respectively: Aegerion Pharmaceuticals, Inc., Auxilium Pharmaceuticals, Inc., Avanir Pharmaceuticals, Inc., Hyperion Therapeutics, Inc., NPS Pharmaceuticals, Inc., SciClone Pharmaceuticals, Inc., Spectrum Pharmaceuticals, Inc. and Vivus, Inc.
The Radford Report confirmed that our then existing executive compensation practices were generally in line with our overall executive compensation philosophy. In particular, the Radford Report confirmed that we had been adhering to our philosophy that total executive compensation should be more heavily weighted toward long-term incentive compensation to

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ensure that the interests of our executives are aligned with those of our stockholders and that the proportion of total compensation at risk should rise as an executive's level of responsibility increases.
Summary of Executive Compensation
The following table sets forth for the fiscal years ended December 31, 2016, 2015 and 2014 compensation awarded, paid to, or earned by, our Chief Executive Officer (our principal executive officer), our Chief Financial Officer (our principal financial officer), our President and Chief Operating Officer (who served as our principal financial officer until April 2016), and our three other most highly compensated executive officers at December 31, 2016 (our "named executive officers").
SUMMARY COMPENSATION TABLE FOR THE 2016, 2015 and 2014 FISCAL YEARS
Name and Principal Position
 
Year
 
Salary
($)(1)
 
Bonus
($)
 
Stock
Awards
($)(2)
 
Option
Awards
($)(2)
 
Non-Equity
Incentive Plan
Compensation
($)
 
All Other
Compensation
($)(3)
 
Total ($)
William K. Heiden
 
2016
 
632,107
 

 
906,480

 
931,787

 
543,500

 
7,950
 
3,021,824

Chief Executive Officer
 
2015
 
583,719
 

 
1,483,800

 
1,257,954

 
399,600

 
7,950
 
3,733,023

 
 
2014
 
534,610
 

 
698,378

 
838,666

 
579,200

 
7,800
 
2,658,654

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Edward Myles(4)
 
2016
 
276,923
 
34,300

(5)
491,600

(6)
379,033

(6)
115,726

 
7,950
 
1,305,532

Chief Financial Officer, Senior Vice President of Finance & Treasurer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Frank E. Thomas
 
2016
 
510,877
 

 
428,060

 
438,488

 
372,180

 
7,950
 
1,757,555

President and Chief Operating Officer
 
2015
 
474,861
 

 
618,250

 
524,148

 
216,700

 
7,950
 
1,841,909

 
2014
 
435,831
 

 
487,078

 
302,206

 
321,300

 
7,800
 
1,554,215

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Nicholas Grund(7)
 
2016
 
432,692
 
100,000

(8)
914,560

(6)
567,824

(6)
231,750

 
7,950
 
2,254,776

Chief Commercial Officer
 
 
 
 
 
 

 
 

 
 

 
 

 
 
 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Julie Krop, M.D.(9)
 
2016
 
398,615
 

 
226,620

 
246,650

 
160,800

 
7,950
 
1,040,635

Chief Medical Officer and Senior Vice President, Clinical and Regulatory Affairs
 
2015
 
211,923
 
70,000

(10)
1,513,820

(6)
875,358

(6)
69,200

 
6,358
 
2,746,659

 
 
 
 
 
 
 

 
 

 
 

 
 

 
 
 
 

Joseph D. Vittiglio(11)
 
2016
 
361,323
 

 
226,620

 
219,244

 
158,789

 
7,950
 
973,926

General Counsel, Senior Vice President, Legal Affairs, Technical Operations and Quality 
 
2015
 
111,154
 
65,000

(12)
864,000

(6)
728,586

(6)
51,000

 
3,785
 
1,823,525

____________________________________
(1)
Amounts shown represent base salary amounts earned by our named executive officers in fiscal years 2016, 2015 and 2014. Salary increases generally occur once each year and are not retroactive to the beginning of that year. For this reason, the amount earned by the named executive officer in a given fiscal year may be lower than such officer's base salary rate for the majority of the year.
(2)
The amounts shown do not reflect compensation actually received by the named executive officers but represent the aggregate grant date fair value of stock options or RSUs granted to our named executive officers and are calculated in accordance with current guidance under accounting for stock-based compensation, disregarding adjustments for the forfeitures. The assumptions used to value the stock option awards and RSUs whose vesting is contingent on market or performance conditions for all periods presented above are set forth in Note L to our Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC on February 21, 2017. In the case of certain performance/market-based RSU grants awarded in August 2014 (the "2014 Performance Stock Awards"), the fair value is reported in 2014 for the probable outcome, which for this purpose was determined to be the target level of achievement of the performance conditions. The fair value of the 2014 Performance Stock Awards at the maximum level of achievement for each of Mr. Heiden and Mr. Thomas was $483,450. For further information on the 2014 Performance Stock Awards, see footnote 6 to the "Outstanding Equity Awards at December 31, 2016" table below. The reported value of the time-based RSUs awarded was calculated by multiplying the closing market price of a share of our common stock on the grant date by the number of RSUs granted. Further information regarding our 2016 awards is included in the "Grants of Plan-Based Awards Table for the 2016 Fiscal Year" and "Outstanding Equity Awards at December 31, 2016" tables below.

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(3)
Represents Company 401(k) contributions for the applicable named executive officer.
(4)
Mr. Myles joined us in April 2016 and therefore compensation information is not provided for 2015 or 2014. Mr. Myles' 2016 salary and bonus payments reflect a pro-rated amount for the time he was employed by the Company in 2016.
(5)
Reflects a one-time special bonus paid to Mr. Myles to recognize his significant contributions to the Company in 2016.
(6)
Reflects the value of RSUs and stock options that were granted as new hire awards in connection with the commencement of the named executive officer's respective employment with the Company.
(7)
Mr. Grund joined us in January 2016 and therefore compensation information is not provided for 2015 or 2014.
(8)
Reflects a sign-on bonus paid to Mr. Grund in connection with his joining the Company in January 2016, $50,000 of which was paid in January 2016 and $50,000 of which was paid in March 2017.
(9)
Dr. Krop joined us in June 2015 and therefore compensation information is not provided for 2014. Dr. Krop's 2015 salary and bonus payments reflect a pro-rated amount for the time she was employed by the Company in 2015.
(10)
Reflects a one-time special bonus paid to Dr. Krop to recognize her significant contributions to the Company's success in 2015.
(11)
Mr. Vittiglio joined us in August 2015 and therefore compensation information is not provided for 2014. Mr. Vittiglio's 2015 salary and bonus payments reflect a pro-rated amount for the time he was employed by the Company in 2015.
(12)
Includes a one-time $50,000 bonus paid to Mr. Vittiglio to recognize his contributions to the Company's success in 2015 and a $15,000 sign-on bonus paid to Mr. Vittiglio in connection with his joining the Company in August 2015.

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Grants of Plan-Based Awards
The following table sets forth grants of plan-based awards to each of our named executive officers for the year ended December 31, 2016. Grants of equity incentive plan awards to each named executive officer were made pursuant to our Equity Incentive Plan, unless otherwise noted, and grants of non-equity incentive plan awards to each named executive officer were made pursuant to the executive bonus program described below under "2016 Annual Cash Bonus."
GRANTS OF PLAN-BASED AWARDS TABLE FOR THE 2016 FISCAL YEAR
 
 
 
 
 
Estimated Possible
Payouts Under
Non-Equity Incentive
Plan Awards
 
 
 
 
 
 
 
 
Name
Grant
Date
 
Grant Type
 
Target
($)(1)
 
Maximum
($)(1)
All Other
Stock Awards:
Number of
Shares of
Stock or
Units
(#)
 
All Other
Option Awards:
Number of
Securities
Underlying
Options
(#)
 
Exercise
or Base
Price of
Option
Awards
($)
 
Grant
Date Fair
Value of
Stock
and
Option
Awards
($)(2)
William K. Heiden
 
 
Incentive Plan
 
543,490

 
1,086,980

 

 

 

 

 
3/1/2016
 
Stock Options
 

 

 

 
85,000

 
25.18

 
931,787

 
3/1/2016
 
RSUs
 

 

 
36,000

 

 

 
906,480

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Edward Myles
 
 
Incentive Plan
 
115,720

 
231,440

 

 

 

 

 
4/11/2016
 
Stock Options(3)
 

 

 

 
35,000

 
24.58

 
379,033

 
4/11/2016
 
RSUs(3)
 

 

 
20,000

 

 

 
491,600

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Frank E. Thomas
 
 
Incentive Plan
 
361,340

 
722,680

 

 

 

 

 
3/1/2016
 
Stock Options
 

 

 

 
40,000

 
25.18

 
438,488

 
3/1/2016
 
RSUs
 

 

 
17,000

 

 

 
428,060

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Nicholas Grund
 
 
Incentive Plan
 
225,000

 
450,000

 

 

 

 

 
1/4/2016
 
Stock Options(3)
 

 

 

 
45,000

 
28.58

 
567,824

 
1/4/2016
 
RSUs(3)
 

 

 
32,000

 

 

 
914,560

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Julie Krop, M.D
 
 
Incentive Plan
 
160,800

 
321,600

 

 

 

 

 
3/1/2016
 
Stock Options
 

 

 

 
22,500

 
25.18

 
246,650

 
3/1/2016
 
RSUs
 

 

 
9,000

 

 

 
226,620

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Joseph D. Vittiglio
 
 
Incentive Plan
 
146,080

 
292,160

 

 

 

 

 
3/1/2016
 
Stock Options
 

 

 

 
20,000

 
25.18

 
219,244

 
3/1/2016
 
RSUs
 

 

 
9,000

 

 

 
226,620

____________________________________
(1)
The amounts reported in these columns represent the 2016 target and maximum cash incentive compensation award potential for each named executive officer. Based on our policy that no bonus awards will be issued in excess of 200% of the executive's target bonus, for purposes of this table, we have assumed that the maximum bonus amount payable to any named executive officer is equal to 200% of his or her target bonus amount. The Board and the Compensation Committee do not establish threshold bonus amounts. In February 2017, the Compensation Committee determined each executive officer's bonus amounts, resulting in the payouts detailed in the column labeled "Non-Equity Incentive Plan Compensation" in the Summary Compensation Table above. The target and maximum amounts reported for Mr. Myles are prorated based on his 2016 start date.
(2)
Amounts shown represent the aggregate grant date fair value of stock options and RSUs granted to our named executive officers and are calculated in accordance with current guidance under accounting for stock-based compensation, disregarding adjustments for forfeitures. The reported value of the RSUs awarded in 2016 was calculated by multiplying the closing market price of a share of our common stock on the grant date by the number of RSUs granted. The fair value shown in the table may not be indicative of the value realized on the date the options are exercised or the RSUs vest due to variability in the share price of our common stock.

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(3)
These RSUs and stock options were granted to Mr. Myles and Mr. Grund as new hire awards in connection with the commencement of their respective employment with the Company during 2016. These grants were made outside of our stockholder approved equity plans in reliance on NASDAQ Listing Rule 5635(c)(4).
Discussion of Summary Compensation and Grants of Plan-Based Awards Tables
2016 Base Salary
The Radford Report noted that for 2016 the majority of our named executive officers fell below the 50th percentile, as compared to Radford's market compensation data. As such, based on the Radford Report, in February 2016 the Compensation Committee approved merit increases between approximately 7.2% and 8.0% in order to align the base salaries of our named executive officers on or about the 50th percentile. Accordingly, the base salaries, on an annualized basis, of our named executive officers (other than Mr. Myles and Mr. Grund, who joined the Company in 2016) were increased, effective March 2016, as follows:
Name
2015 Base
Salary ($)
 
2016 Base
Salary ($)
William K. Heiden
592,000

 
639,400

Edward Myles
N/A

 
400,000

Frank E. Thomas
481,600

 
516,200

Nicholas Grund
N/A

 
450,000

Julie Krop, M.D. 
380,000

 
402,000

Joseph D. Vittiglio
340,000

 
365,200

2016 Annual Cash Bonus
Achievement of Overall Company Performance Goals
In accordance with the process detailed above under "Establishing Annual Performance Goals," and based on the recommendation of the Compensation Committee after consultation with senior management, in early 2016 the Board established the Company's 2016 performance goals, which also served as the 2016 performance goals of our Chief Executive Officer, Mr. Heiden. In early 2017, the Compensation Committee scored the 2016 goals and awarded the Company 100 out of 100 points based on the following conclusions:
40 out of a targeted 40 points were awarded for the Company's financial performance achievements. The Company recognized approximately $550.0 million of net product and non-GAAP services sales during 2016, which resulted in above-targeted points for this goal. Non-GAAP services included $17.0 million of purchase accounting adjustments related to CBR deferred revenue. However, the above-target top-line sales performance was offset by below-target results for falling slightly below its 2016 adjusted EBITDA goal. Adjusted EBITDA for 2016 was $266.0 million and reflects net income under U.S. Generally Accepted Accounting Principles adjusted to account for purchase accounting adjustments, depreciation and amortization, net interest expense, provision for income taxes, stock-based compensation and certain other non-cash and non-recurring adjustments. These results exclude costs associated with the license transactions for Intrarosa or bremelanotide, as these transactions were not contemplated at the time the goals were established.
20 out of a targeted 20 points were awarded for the Company's next generation development program goals. The Company received a below-target score for its Makena auto-injector program, which was offset by above-target points awarded to recognize the completion of enrollment in the Feraheme label expansion study well ahead its 2016 goal.
24 out of a targeted 20 points were awarded for the Company's achievement of portfolio expansion goals based on the license of bremelanotide, a late-stage product opportunity with significant commercial opportunity, expanding the Company's women's health portfolio.
16 out of a targeted 20 points were awarded for the Company's manufacturing and human resources goals. The Company was awarded below-targeted points for its manufacturing goals as a result of a slight delay from the original planned timeline in establishing a second source manufacturing supplier for Feraheme. The Company was awarded below-target points for organizational development goals primarily due to delayed progress on the integration of certain technology solutions to be implemented across the organization.

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2016 Individual Performance Goals
As discussed above, Mr. Heiden's individual annual performance goals are the same as the Company's overall performance goals. Accordingly, Mr. Heiden's 2016 performance score was 100% and the Compensation Committee therefore awarded Mr. Heiden 100% of his target bonus amount.
Mr. Myles' individual achievements included several high quality staff additions, substantial progress on a large system upgrade project and strong cross-functional collaboration. Based in part on the recommendation of Mr. Heiden, the Compensation Committee determined that Mr. Myles had achieved 100% of his individual performance goals. After reviewing Mr. Myles' performance in light of the Company's performance score of 100%, the Compensation Committee awarded Mr. Myles 100% of his target bonus amount, prorated for the time he was with the Company in 2016. In addition, Mr. Myles received a special bonus of $34,300 to recognize his contributions to the Company in 2016.
Mr. Thomas' individual achievements included progress in business development, including the bremelanotide licensing agreement, and his overall leadership of the Company's operations. Based in part on the recommendation of Mr. Heiden, the Compensation Committee determined that Mr. Thomas had exceeded his individual objectives and was determined to have achieved his individual performance goals at 115%. After reviewing Mr. Thomas' performance in light of the Company's performance score of 100%, the Compensation Committee awarded Mr. Thomas 103% of his target bonus amount.
Mr. Grund's individual achievements included achieving revenue growth of 27% in 2016 over 2015, primarily due to Makena sales growth of 33%. Based in part on the recommendation of Mr. Heiden, the Compensation Committee determined that Mr. Grund had exceeded his individual objectives and was determined to have achieved his individual performance goals at 115%. After reviewing Mr. Grund's performance in light of the Company's performance score of 100%, the Compensation Committee awarded Mr. Grund 103% of his target bonus amount. In addition, Mr. Grund received a sign-on bonus of $100,000 when he joined the Company in 2016, $50,000 of which was paid in January 2016 and $50,000 of which was paid in March 2017.
Dr. Krop's individual achievements included leadership of the Company's scientific due diligence on numerous potential and completed business development opportunities considered by us in 2016, as well as completion of the Makena subcutaneous auto-injector pharmacokinetic study and full enrollment (six months ahead of schedule) of the Feraheme label expansion study. Based in part on the recommendation of Mr. Heiden, the Compensation Committee determined that Dr. Krop had achieved 100% of her individual performance goals. After reviewing Dr. Krop's performance in light of the Company's performance score of 100%, the Compensation Committee awarded Dr. Krop 100% of her target bonus amount.
Mr. Vittiglio's individual achievements included his contributions in key business development negotiations, oversight of commercial contracting and other legal matters. He also provided strong support to the various committees of the Board and successfully led key projects, including the Company's enterprise risk management program. Based in part on the recommendation of Mr. Heiden, the Compensation Committee determined that Mr. Vittiglio exceeded his individual objectives and was determined to have achieved his individual performance goals at 120%. After reviewing Mr. Vittiglio's performance in light of the Company's performance score of 100%, the Compensation Committee awarded Mr. Vittiglio 104% of his target bonus amount.
Actual 2016 Annual Cash Bonus
In February 2017, the Compensation Committee approved, based on the performance results discussed above, a 2016 performance bonus to each of the named executive officers as follows:
Name
2016
Target
Bonus
(as a % of
Base Salary)(1)
 
2016
Target
Bonus ($)
 
2016 Target
Bonus
Percentage
Awarded
 
2016
Actual
Annual
Bonus ($)
William K. Heiden
85%
 
543,490
 
100%
 
543,500
Edward Myles(2)
40%
 
115,720
 
100%
 
115,726
Frank E. Thomas
70%
 
361,340
 
103%
 
372,180
Nicholas Grund
50%
 
225,000
 
103%
 
231,750
Julie Krop, M.D.
40%
 
160,800
 
100%
 
160,800
Joseph D. Vittiglio
40%
 
146,080
 
104%
 
158,789
____________________________________

 

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(1)
In February 2016, the Compensation Committee, in connection with its overall compensation review of our named executive officers and based on the recommendation of Radford, determined the 2016 target bonus as a percentage of base salary for each of our named executive officers. As a result of this evaluation and to align the total cash compensation of Mr. Heiden and Mr. Thomas on or about the 50th percentile, the Compensation Committee increased the target bonus percentage of Mr. Heiden and Mr. Thomas from 70% to 85% and from 50% to 70%, respectively. Mr. Myles' target bonus was set pursuant to his April 2016 employment agreement.

(2)
Mr. Myles' bonus payment reflects a pro-rated amount for the time he was employed by the Company in 2016.
2016 Annual Equity Awards
The Company's philosophy is to award a portion of each executive's total annual equity grant to executives in the form of a mix of stock options and RSUs, with the value of the annual equity awards at or above the 50th percentile relative to similarly situated executives in our peer group. Accordingly, based upon recommendations contained in the Radford Report and Mr. Heiden (with respect to the executive officers other than Mr. Heiden), in February 2016, the Compensation Committee awarded our executive officers with a stock option grant and a time-based RSU grant (detailed below), which when combined, and valuing the RSUs at a ratio of one-to-two as compared to stock options, provided the executive officers an award at approximately the 50th percentile as compared to Radford's market compensation data.
Mr. Myles and Mr. Grund did not receive annual equity awards, as they received new hire awards when they began employment with the Company, as discussed below.
1.
Stock options to purchase the following number of shares of our common stock pursuant to our Equity Incentive Plan at an exercise price of $25.18, which was the fair market value of a share of our common stock on the date of grant. These options have a ten-year term and vest over four years after the grant date as follows: (a) 25% on the first anniversary of the grant date and (b) equal quarterly installments over the next three years thereafter.
Name
Number of
Shares
William K. Heiden
85,000
Frank E. Thomas
40,000
Julie Krop, M.D.
22,500
Joseph D. Vittiglio
20,000
2.
An RSU grant covering the following number of shares of our common stock pursuant to our Equity Incentive Plan. These RSUs vest in equal installments over a three-year period beginning on the first anniversary of the grant date.
Name
Number of
Shares
William K. Heiden
36,000
Frank E. Thomas
17,000
Julie Krop, M.D.
9,000
Joseph D. Vittiglio
9,000
Upon their respective start dates, based upon compensation survey data compiled by Radford, Mr. Myles and Mr. Grund received the following equity awards:
Name
Stock
Options (#)
 
Exercise
Price ($)
 
RSUs (#)
Edward Myles
35,000
 
24.58
 
20,000
Nicholas Grund
45,000
 
28.58
 
32,000
The awards detailed above were granted outside of our stockholder-approved equity plans. The stock option awards vest in four annual equal installments beginning on the first anniversary of the date of grant, and have a ten-year term. The RSUs vest in three annual equal installments beginning on the first anniversary of the date of grant. In addition, in line with our compensation philosophy, these new hire equity awards were, by design, more heavily weighted with stock options versus RSUs. In the case of Mr. Myles, his stock option awards totaled 64% of his total equity award and his RSUs totaled 36% of his total equity award. In the case of Mr. Grund, his stock option awards totaled 58% of his total equity awards and his RSUs totaled 42% of his total equity awards.

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OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2016
The following table sets forth certain information regarding outstanding equity awards held by each of our named executive officers at December 31, 2016:
 
 
 
Option Awards(1)
 
Stock Awards(1)
 
Name
Grant Date
 
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
 
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
 
Option
Exercise
Price ($)(1)
 
Option
Expiration
Date(1)
 
Number of
Shares or
Units of
Stock That
Have Not
Vested (#)(1)
 
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested ($)(2)
 
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 ($)(2)
 
William K. Heiden
5/14/2012
 
210,000
(3)(4)

 
12.99

 
5/14/2022

 

 

 

 

 
 
2/28/2013
 
80,906
 
5,394

 
16.55

 
2/28/2023

 

 

 

 

 
 
2/28/2013
 
 

 

 

 
3,600

(4)
125,280

(4)

 

 
 
2/27/2014
 
64,487
 
29,313

 
21.13

 
2/27/2024

 

 

 

 

 
 
2/27/2014
 
 

 

 

 
7,800

(4)
271,440

(4)

 

 
 
8/19/2014
 
 

 

 

 
5,000

(5)
174,000

(5)

 

 
 
8/19/2014
 
 

 

 

 

 

 
13,700

(6)
476,760

(6)
 
2/26/2015
 
26,250
 
33,750

 
49.46

 
2/26/2025

 

 

 

 

 
 
2/26/2015
 
 

 

 

 
20,001

 
696,035

 

 

 
 
3/1/2016
 
 
85,000

 
25.18

 
3/1/2026

 

 

 

 

 
 
3/1/2016
 
 

 

 

 
36,000

 
1,252,800

 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Edward Myles
4/11/2016
 
 
35,000

(3)(4)
24.58

 
4/11/2026

 

 

 

 

 
 
4/11/2016
 
 
 
 
 
 
 
 
 
20,000

(3)(4)
696,000

 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Frank E. Thomas
8/1/2011
 
45,000
(4)

 
14.91

 
8/1/2021

 

 

 

 

 
 
2/28/2013
 
35,156
 
2,344

 
16.55

 
2/28/2023

 

 

 

 

 
 
2/28/2013
 
 

 

 

 
1,575

(4)
54,810

(4)

 

 
 
2/27/2014
 
23,237
 
10,563

 
21.13

 
2/27/2024

 

 

 

 

 
 
2/27/2014
 
 

 

 

 
2,800

(4)
97,440

(4)

 

 
 
8/19/2014
 
 

 

 

 
5,000

(5)
174,000

(5)

 

 
 
8/19/2014
 
 

 

 

 

 

 
13,700

(6)
476,760

(6)
 
2/26/2015
 
10,937
 
14,063

 
49.46

 
2/26/2025

 

 

 

 

 
 
2/26/2015
 
 

 

 

 
8,334

 
290,023

 

 

 
 
3/1/2016
 
 
40,000

 
25.18

 
3/1/2026

 

 

 

 

 
 
3/1/2016
 
 

 

 

 
17,000

 
591,600