1.To elect three Class I directors to hold office until the 2018 Annual Meeting of Stockholders or until their successors are elected;2.To ratify the selection of PricewaterhouseCoopers, LLC as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2015; and3.To transact such other business as may properly come before the 2015 Annual Meeting or any adjournment or postponement thereof.
| 1. | To elect three Class III directors to hold office until the 2020 Annual Meeting of Stockholders or until their successors are elected; |
| 2. | To ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2017; and |
| 3. | To transact such other business as may properly come before the 2017 Annual Meeting or any adjournment or postponement thereof. |
Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.
| By Order of the Board of Directors: | ||
  | ||
Gregory T. Went, Ph.D. Chairman & CEO | ||
Emeryville, California April 18, 2017 | ||
JUNE 1, 2017 Meeting (which you will receive if you have requested paper copies of the proxy statement and our Annual Report). April 18, 2017. paper copy of our proxy materials will continue to receive a paper copy of the proxy materials by mail until the stockholder terminates such election. 2017. The procedures for voting are as follows: April 4, 2017. Who is paying for this proxy solicitation? the instructions included on that form regarding how to instruct your broker or other agent to vote your shares. If you do not give voting instructions to your broker or other agent, your broker or other agent can only vote your shares with respect to served as a director of Angelica Therapeutics, Inc., a biotechnology company, since 2006. Dr. Went holds a Ph.D. in Chemical Engineering from the University of California, Berkeley and a B.S. in Chemical Engineering from Carnegie Mellon University. We believe Dr. Richard Booth. Mr. Booth, age CLASS III Audit Service Fees(1) Audit-Related Fees Tax Fees(2) All Other Fees(3) Total David L. Mahoney Under the rules of The NASDAQ Global Market, Mr. MacPhee will not be eligible to be an independent director for several years. employees, industry partners, and the investment community, Director meetings (Mr. Lieberburg does not serve on any committees). Directors has determined that each of Ms. Demski, Mr. Mahoney, and In 2016, Radford supported the Compensation Committee in the areas of executive and equity compensation, Board of Director compensation as well as an assessment of the Company’s ensure that the views of stockholders are heard by the Board of Directors or individual directors, as applicable, and that appropriate responses are provided to stockholders in a timely manner. purchase 12,600 shares. Audit Committee Compensation Committee Nominating and Corporate Governance Committee David Mahoney(2) Richard Booth(3) Martha Demski(4) William Ericson(5) Sara Grootwassink Lewis(6) Ivan Lieberburg(7) John MacPhee(8) George Rehm(9) William J. Dawson. Mr. Dawson has served as our Chief Financial Officer since August 2014. Prior to joining the Company, he was an independent consultant from April 2012 to August 2014. Mr. Dawson previously served as Chief Financial Officer of Catalyst Biosciences, Inc., a Leonie McConville. Ms. McConville Gregory Went, Ph.D. Chief Executive Officer Jeffrey Knapp Chief Commercial Officer Natalie McClure, Ph.D. Senior VP, Product Development Anthony Rimac Former Chief Financial Officer incentives. Program our common stock, and restricted stock units to acquire 7,500 shares of our common stock, pursuant to our 2014 Equity Incentive Plan. Employees does not provide our named executive officers, or any other employee, a pension or retirement plan except as described above under 401(k) plan. The pro‑rata target bonus payment shall be a pro‑rata portion of the current fiscal year annual target bonus, calculated based on the number of full months worked in the fiscal year through the date of the change in control termination, assuming performance at target for all metrics. Chief Executive Officer All other participants Lesser of nine or half the executive's full months of service Same as length of salary continuation period The determination that a termination of the employment of a Participant is either for Cause or without Cause will be made by the Company, in its sole discretion. Participant’s resignation from all positions he or she then holds with the Company is effective not later than 30 days after the expiration of the cure period. Nonqualified deferred compensation Outstanding equity awards at December 31, Gregory Went, Ph.D. Jeffrey Knapp Natalie McClure, Ph.D. Anthony Rimac Equity compensation plans approved by security holders The 2014 Employee Stock Purchase Plan contains a similar 5% Stockholders Entities affiliated with Mohr Davidow Ventures(1) Aeris CAPITAL Equity Investments, L.P.(2) FMR LLC(3) Entities affiliated with DAG Ventures(4) Named Executive Officers and Directors Gregory Went, Ph.D.(5) Natalie McClure, Ph.D.(6) Jeffrey Knapp(7) David Mahoney(8) Richard Booth(9) Martha Demski(10) William Ericson, J.D.(11) Sara Grootwassink Lewis(12) Ivan Lieberburg, M.D., Ph.D.(13) John MacPhee(14) All executive officers and directors as a group (13 persons)(15) with, except that Ms. Rhodes filed one Form 4 late, which reported one award including a grant of stock options and restricted stock units. Other MattersPagePage MAY 14, 201520142016 Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 2014,2016, are available aton our website athttp://ir.adamaspharma.com/annuals-proxies.cfm and www.proxyvote.com. andwww.proxyvote.com.20152017 Annual Meeting of Stockholders, or the 20152017 Annual Meeting, or any adjournments that take place. The 20152017 Annual Meeting will be held on May 14, 2015June 1, 2017 at 8:00 a.m. local time at the Hilton Garden Inn, 1800 Powell Street, Emeryville, California 94608. As a stockholder, you are invited to attend the 20152017 Annual Meeting and are requested to vote on the proposals described in this proxy statement. However, you do not need to attend the 20152017 Annual Meeting to vote.•20152017 Annual Meeting, the voting process, corporate governance, the compensation of our directors and certain executive officers, and other required information;•20142016 Annual Report to Stockholders, which includes our Annual Report on Form 10-K10‑K for the fiscal year ended December 31, 2014;2016; and•20152017 Annual Meeting.March 30, 2015.20152017 Annual Meeting?March 18, 2015April 4, 2017 will be entitled to vote at the 20152017 Annual Meeting. On this record date, there were 17,705,40622,321,984 shares of common stock outstanding and entitled to vote.March 18, 2015,April 4, 2017, your shares were registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, then you are a stockholder of record. As a stockholder of record, you may vote in person at the 20152017 Annual Meeting or vote by proxy. Whether or not you plan to attend the 20152017 Annual Meeting, please vote as soon as possible by completing and returning the encloseda proxy card or vote by proxy over the telephone or on the Internet as instructed below to ensure your vote is counted.March 18, 2015,April 4, 2017, your shares were not held in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in "street name"“street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the 20152017 Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent how to vote the shares in your account. You are also invited to attend the 20152017 Annual Meeting. However, because you are not the stockholder of record, you may not vote your shares in person at the 20152017 Annual Meeting unless you request and obtain a valid proxy from your broker or other agent.20152017 Annual Meeting:•IIII directors to hold office until the 20182020 Annual Meeting of Stockholders or until their successors are elected; and•LLCLLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2015."“FOR"” all nominees to the board of directors, “WITHHOLD” your vote on all nominees to the board of directors, or you may "“WITHHOLD"” your vote for any nominee you specify. For Proposal No. 2, you may either vote "“FOR"” or "“AGAINST"” or you may abstain from voting.20152017 Annual Meeting or vote by proxy by telephone or Internet or by mail. Whether or not you plan to attend the 20152017 Annual Meeting, please vote as soon as possible to ensure your vote is counted. You may still attend the 20152017 Annual Meeting and vote in person even if you have already voted by proxy.•20152017 Annual Meeting and we will give you a ballot when you arrive. If you need directions to the meeting, please visithttp://ir.adamaspharma.com/annuals-proxies.cfm.••enclosed envelope.envelope you will receive with the proxy card. Your shares will be voted as you have instructed.to ensure that your vote is counted. Alternatively, you mayor vote by telephone or over the Internet as instructed by your broker or other agent.agent, to ensure that your vote is counted. To vote in person at the 20152017 Annual Meeting, you must obtain a valid proxy from your broker or other agent. Follow the instructions from your broker or other agent included with these proxy materials, or contact your broker or bank to request a proxy form.20152017 Annual Meeting.Company'sCompany’s common stock you owned as of March 18, 2015."“FOR"” the election of each nominee for director (Proposal No. 1) and "“FOR"” the ratification of the selection of PricewaterhouseCoopers LLCLLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 20152017 (Proposal No. 2). If any other matter is properly presented at the 20152017 Annual Meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.20152017 Annual Meeting. If you are the stockholder of record of your shares, you may revoke your proxy in any one of four ways:••Company'sCompany’s Corporate Secretary, Adamas Pharmaceuticals, Inc., 1900 Powell Street, Suite 750, Emeryville, CA 94608.•20152017 Annual Meeting and vote in person. Simply attending the 20152017 Annual Meeting will not, by itself, revoke your proxy.•20152017 Annual Meeting. On the record date, there were 17,705,40622,321,984 shares outstanding and entitled to vote. Accordingly, the holders of 8,852,70411,160,993 shares, or their proxies, must be represented at the 20152017 Annual Meeting to have a quorum. YourIf you are a stockholder of record, your shares will be counted toward the quorum at the 20152017 Annual Meeting only if you vote in person at the meeting, or you submit a valid proxy vote.non-votesnon‑votes (as described below) will be counted towards the quorum requirement. If there is no quorum, the holders of a majority of shares present and entitled to vote at the meeting in person or represented by proxy may adjourn the 20152017 Annual Meeting to another date.20152017 Annual Meeting. The Inspector of Elections will separately count "“FOR," "” “WITHOLD,"” and broker non-votes,non‑votes, if any, for Proposal No. 1 (the election of directors) and "“FOR"” and "“AGAINST"” votes, abstentions, and broker non-votes,non‑votes, if any, for Proposal No. 2 (the ratification of the selection of PricewaterhouseCoopers LLCLLP as the independent registered accounting firm of the Company for the fiscal year ending December 31, 2015)2017)."street name"“street name”), you will need to obtain a proxy form from the institution that holds your shares and follow"routine"“routine” matters (as described below)."broker non-votes"“broker non‑votes”?"street name"“street name” and do not provide your broker with voting instructions, your shares may constitute "broker non-votes."“broker non‑votes.” Broker non-votesnon‑votes occur on a matter when a broker is not permitted to vote on that matter without instructions from the beneficial owner. Theseowner and such instructions are not given. If the beneficial owner does not provide voting instructions, the broker can still vote the shares with respect to matters that are referredconsidered to as "non-routine"be “routine”, but not with respect to “non‑routine” matters. Proposal No. 1 to elect directors is a "non-routine"“non‑routine” matter, but Proposal No. 2 to ratify the selection of PricewaterhouseCoopers LLCLLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 20152017, is a "routine"“routine” matter. Broker non-votes will not be counted toward the vote total for any proposal at the 2015 Annual Meeting.•IIII directors to hold office until the 20182020 Annual Meeting of Stockholders or until their successors are elected. The three nominees receiving the most "“FOR"” votes (from the votes of shares present in person or represented by proxy and entitled to vote on the election of directors) will be elected. Broker non-votesnon‑votes will not be counted towards the vote total for this proposal.•LLCLLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2015. "2017. “FOR"” votes from the holders of a majority of the shares cast (excluding abstentionspresent and broker non-votes)entitled to vote are required to approve this proposal. Because Proposal No. 2 is considered a "routine"“routine” matter, nobrokers will be permitted to vote uninstructed shares in their discretion so we do not expect to receive broker non-votes are expectednon‑votes in connection with this proposal.20152017 Annual Meeting?8-K8‑K filed with the SEC within four business days after the 20152017 Annual Meeting. If final voting results are unavailable at that time, then we intend to file a Current Report on Form 8-K8‑K to disclose preliminary voting results and file an amended Current Report on Form 8-K8‑K within four business days after the date the final voting results are available.year'syear’s annual meeting?20162018 Annual Meeting of Stockholders that is not to be included in the proxy materials for that meeting, then you must follow the procedures set forth in our bylaws and, among other things, notify the Company'sCompany’s Corporate Secretary in writing between January 14, 2016February 1, 2018, and February 13, 2016.March 3, 2018. However, if the date of the 20162018 Annual Meeting of Stockholders is more than 30 days before or more than 60 days after May 14, 2016,June 1, 2018, then you must give notice no earlier than the 120120th day prior to but not later than the 90th day prior to that meeting or, if later, the 10th day following the day on which public disclosure of that annual meeting date is first made. You are also advised to review our bylaws, which contain additional requirements regarding advance notice of stockholder proposals and director nominations.IIII directors, William Ericson, Martha Demski,David L. Mahoney, John MacPhee, and Ivan Lieberburg, M.D., Ph.D.Michael F. Bigham. Our Board of Directors is divided into three classes. Each class consists, as nearly as possible, of one-thirdone‑third of the total number of directors, and each class has a three-yearthree‑year term. Except as otherwise provided by law, vacancies on the Board of Directors may be filled only by individuals elected by a majority of the remaining directors. A director electedappointed by the Board of Directors to fill a vacancy in a particular class, including a vacancy created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until such director'sdirector’s successor is elected and qualified, or until such director'sdirector’s earlier death, resignation, or removal.•20152018 Annual Meeting;•, Sara Grootwassink Lewis, and Richard Booth, and their terms will expire at the 20162019 Annual Meeting of Stockholders; and• and John MacPhee, and Michael F. Bigham, and their terms will expire at the 2017 Annual Meeting of Stockholders.IIII directors have been nominated to serve as Class IIII directors and have agreed to stand for election. If the nominees for Class IIII directors are elected at the 20152017 Annual Meeting, then each nominee will serve for a three-yearthree‑year term expiring at the 20182020 Annual Meeting of Stockholders, or until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal."“FOR"” the election of the three nominees for Class IIII above. If any of the nominees becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for the nominee will instead be voted for the election of a substitute nominee proposed by the Company'sCompany’s management or the Board of Directors. Each person nominated for election has agreed to serve if elected. Our management has no reason to believe that any nominee will be unable to serve. Our Board of Directors and management encourage each nominee for director and each continuing director to attend the 2015 Annual Meeting."FOR"“FOR” PROPOSAL NO. 1.high-levelhigh‑level management experience necessary to oversee and direct our business. To that end, the Nominating and Corporate Governance Committee has identified and evaluated nominees in the broader context of the Board'sBoard’s overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment, and other qualities that the Nominating and Corporate Governance Committee views as critical to effective functioning of the Board of Directors. The brief following biographies below include the specific and particular experience, qualifications, attributes, or skills of each director or nominee that led the Nominating and Corporate Governance Committee to recommend that person as a nominee. Mr. Ericson was appointed as a director by our Board of Directors pursuant to the terms of a voting agreement with our investors in effect at the time giving certain investors the right to designate persons tobecome directors, with MDV VII, L.P. designating Mr. Ericson as its designee for appointment to the Board.NOMINEES FOR DIRECTOR—DIRECTORS—To be elected for a three-year term expiring atcontinue in office until the 2018 Annual Meeting of Stockholders56,58, has served as a member of our Board of Directors since 2005. Mr. Ericson has been a General Partner at Mohr Davidow Ventures, LP, or MDV, a venture capital firm, since 2000, and has served as Managing Partner since 2008. Prior to joining MDV, Mr. Ericson founded and operated Venture Law Group LLP'sLLP’s Seattle office from 1996 to 2000. Mr. Ericson currently serves as a member of the board of directors of Pacific Biosciences of California, Inc., a publicly traded gene sequencing company, Rocket Fuel Inc., a publicly traded digital advertising company, Northwestern University School of Law, and a number of MDV'sMDV’s privately held portfolio companies. Mr. Ericson holds a B.S.F.S. from the School of Foreign Service at Georgetown University and a J.D. from Northwestern University School of Law. We believe Mr. Ericson'sEricson’s extensive experience in finance and service as a board member of public companies in the technology and life sciences industries and his training as a securities lawyer qualifies him to serve on our Board of Directors.62,64, has served as a member of our Board of Directors since March 2014. Since April 2013,August 2011, Ms. Demski has served as Senior Vice President, Chief Financial Officer and Corporate Secretary of Ajinomoto Althea, Inc., a fully-integrated contract development and manufacturing organization. From August 2011 to April 2013, Ms. Demski served as Senior Vice President and Chief Financial Officer of Ajinomoto Althea, Inc. (formerly Althea Technologies, Inc.), a fully‑integrated contract development and manufacturing organization. From July 2008 to December 2010, Ms. Demski served as the Interim Chief Operating Officer and Chief Financial Officer of the Sidney Kimmel Cancer Center (SKCC), a non-profitnon‑profit corporation that was engaged in biomedical research whichprior to voluntarily filedfiling for Chapter 11 bankruptcy in 2009. From April 2006 to May 2008,Previously, Ms. Demski served as Senior Vice President and Chief Financial Officer of U.S. Trust.Vical Incorporated, a biopharmaceutical company from December 1988 to June 2004. Ms. Demski currently serves on the board of directors, chair of the audit committee, and is a member of the nominating and governance committee of Chimerix, Inc., a publicly traded biotech company. Ms. Demski also serves as a member of the board, of directors and chair of the audit committeescommittee and member of both Chimerix, Inc., andthe compensation committee of Neothetics, Inc., publicly traded biopharmaceutical companies. From 2005 to July 2008, Ms. Demski served on the Board of Trustees at SKCC, as well as chair of both the audit and governance and nominating committees. From December 1988 to June 2004, Ms. Demski served as Vice President, Chief Financial Officer, Treasurer and Secretary of Vical Incorporated, a publicly traded biopharmaceuticalbiotech company. Ms. Demski holdsis a National Association of Corporate Directors Board Governance Fellow. Additionally Ms. Demski has over 13 years of banking experience with Bank of America and U.S. Trust. Ms. Demski earned a B.A. from Michigan State University and M.B.A. from The University of Chicago Booth School of Business.Business with concentrations in accounting and finance. We believe that Ms. Demski'sDemski’s more than 30 years'years’ experience in the fields of finance and biotechnology, as well as her experience as a chief financial officer of a publicly traded company and her experience in conducting financing transactions qualifies her to serve on our Board of Directors.65,67, has served as a member of our Board of Directors since 2004. Dr. Lieberburg has been a member of the Tavistock Group, a private equity firm, since 2009, and a managing director of Boxer Capital, since 2017, where he concentrates on health care and life sciences investment opportunities. From 1987 to 2009, Dr. Lieberburg was employed by Elan Pharmaceuticals, Inc. (formerly Athena Neurosciences, Inc.), where his most recent roles were as Executive Vice President, Corporate Office of Technology and Chief Medical Officer. Dr. Lieberburg holds an A.B. in Biology from Cornell University, a Ph.D. in Neurobiology from The Rockefeller University, and an M.D. from the University of Miami Leonard M. Miller School of Medicine. Dr. Lieberburg is board certified in internal medicine and endocrinology/metabolism. We believe Dr. Lieberburg'sLieberburg’s executive experience in the life sciences industry and his medical training qualifies him to serve on our Board of Directors.20162019 Annual Meeting of Stockholders51,53, has served as our Chief Executive Officer and Chairman of our Board of Directors since our inception in 2000. Previously, Dr. Went co-foundedco‑founded CuraGen Corporation in 1992, where he served as an Executive Vice President and director from 1996 to 1999. Dr. Went also hasWent'sWent’s extensive knowledge of our company, the pharmaceutical industry, and our competitors qualifies him to serve on our Board of Directors. Sara Grootwassink Lewis. Ms. Grootwassink Lewis, age 47, has served as a member of our Board of Directors since March 2014. She is a private investor and Chief Executive Officer of Lewis Corporate Advisors, LLC, a capital markets and board advisory firm. From May 2002 to February 2009, Ms. Grootwassink Lewis served as the Chief Financial Officer of Washington Real Estate Investment Trust, and from December 2001 to May 2002 she served as Managing Director, Finance and Capital Markets. Ms. Grootwassink Lewis currently serves as a member of the board of directors of CapitalSource Inc., a publicly traded commercial finance company, where she serves as the chairman of the audit committee, chairman of the nominating and corporate governance committee and a member of the compensation committee. Ms. Grootwassink Lewis currently serves on the board of directors and serves as the chairman of the audit committee and serves on the nominating/corporate governance committee of PS Business Parks, Inc., a publicly traded owner, operator and developer of commercial properties. Ms. Grootwassink Lewis currently serves as a member of the board of directors and on the audit committee of Plum Creek Timber Company, Inc., a publicly traded company and one of the largest landowners in the nation. Ms. Grootwassink Lewis also serves as a member of the board, a member of the management resources committee and a member of the governance, nominating and investment committee of Sun Life Financial, Inc., a publicly traded company and leading international financial services organization. Ms. Grootwassink Lewis served as a member of the board of directors of CapitalSource Inc., a publicly traded commercial finance company until its acquisition in 2014. She served as the chairman of the audit committee, chairman of the nominating and corporate governance committee and a member of the compensation committee. Ms. Grootwassink Lewis has been appointed to the Public Company Accounting Oversight Board Standing Advisory Group for a term through 2017. Ms. Grootwassink Lewis holds a B.S. in Finance from the University of Illinois, Urbana-Champaign. We believe that Ms. Grootwassink Lewis' experience as a Chief Financial Officer of a publicly traded company, qualification as a chartered financial analyst, extensive experience in corporate finance and strong strategic planning and accounting skills qualifies her to serve on our Board of Directors.68,70, has served as a member of our Board of Directors since January 2014. Mr. Booth serves on the board of directors of The Hanover Insurance Group, Inc., a property and casualty insurance company, and Sun Life Financial Inc., an insurance and financial services company. He is also a trustee of Eversource Energy (formerly Northeast Utilities), a utility company, and serves on the boards of directors of several privately-heldprivately‑held organizations. From July 2009, to February 2015,March 2014, Mr. Booth has served as the Vice Chairman of Guy Carpenter & Company, LLC, a global risk management and reinsurance specialist and a wholly owned subsidiary of Marsh & McLennan Companies, Inc. From June 2008 to March 2009, Mr. Booth served as a corporate officer, and from October 2008 to March 2009, as Vice Chairman, Transition Planning and Chief Administrative Officer,adviseradvisor to Century Capital Management. From 2004 to 2008, Mr. Booth was a member of the Financial Accounting Standards Advisory Council. Mr. Booth is a member of the American Institute of Certified Public Accountants. Mr. Booth received B.S. and M.S. degrees from the University of Hartford. We believe Mr. Booth'sBooth’s extensive experience in business and management, including, in particular, strategic planning, capital and financial markets, accounting, and financial reporting, qualifies him to serve on our Board of Directors.DIRECTORSNOMINEES FOR DIRECTOR—To continue in office untilbe elected for a three‑year term expiring at the 20172020 Annual Meeting of Stockholders60,62, has served as a member of our Board of Directors since 2009. Mr. Mahoney has served on the board of directors of Symantec Corporation, a publicly-tradedpublicly‑traded software technology company since 2003, including as a member of the compensationCompensation and nominatingas a chair of the Nominating and governance committees.Governance Committees. Mr. Mahoney also served as a member of the audit committeeAudit Committee of Symantec from 2003 to 2011. Mr. Mahoney has served on the board of directors of Corcept Therapeutics Incorporated, a pharmaceutical company, including as a member of the Audit and as a chair of the Nominating and Governance Committees since 2011. He also serves on the boards of directors of several privately-heldprivately‑held organizations, including San Francisco Museum of Modern Art, Mount Holyoke College and Mercy Corps and is a Trustee of the Schwab/Laudis Family of Funds. From 1999 to 2001, Mr. Mahoney served as co-CEOco‑CEO of McKesson HBOC, Inc., a healthcare supply management and information technology company and as CEO of McKesson LLC, a healthcare management and connectivity company. He joined McKesson Corporation in 1990 as Vice President for Strategic Planning. Prior to joining McKesson, Mr. Mahoney was a principal with McKinsey & Company, a management consulting firm, where he worked from 1981 to 1990. Mr. Mahoney holds a B.A. from Princeton University and an M.B.A. from Harvard University. We believe Mr. Mahoney'sMahoney’s extensive experience in pharmaceutical distribution, fiscal management, and in operating and advising technology companies qualifies him to serve on our Board of Directors.MacPhee, MPH.MacPhee. Mr. MacPhee, age 47,49, has served as a member of our Board of Directors since May 2013 and provided consulting services to us from March 2011 to May 2013.2013, and from February 2016 to December 2016. Since 2011, Mr. MacPhee has served as the Executive Director and CEO of The Jed Foundation, a non-profitnon‑profit organization. From 2005 to 2011, Mr. MacPhee served as Executive Vice President of Par Pharmaceutical, Inc. and President of Par'sPar’s Strativa Pharmaceuticals division, where he oversaw commercial operations, clinical development, medical affairs, alliance management, and business development. Previously, Mr. MacPhee worked at Forest Laboratories, Inc., where he led the launches of Celexa, Lexapro, and Namenda. Mr. MacPhee also serves as a board member for Bottom Line, a nonprofit organization.organization, and Blackthorn Therapeutics, a privately-held pharmaceutical company. Mr. MacPhee holds a B.A. from Columbia College, an M.B.A. from New York University, and an MPHM.P.H. from Columbia University. We believe Mr. MacPhee'sMacPhee’s extensive experience building successful specialty pharmaceutical companies and commercializing drug products qualifies him to serve on our Board of Directors.LLC,LLP, or PwC, as our independent registered public accounting firm for the year ending December 31, 2014,2017, and is seeking ratification of such selection by our stockholders at the 20152017 Annual Meeting. PwC has audited our financial statements for the fiscal years ended December 31, 2014 and 2013. Representatives of PwC are expected to be present at the 20152017 Annual Meeting and will be available to answer appropriate questions.castpresent and entitled to vote at the 20152017 Annual Meeting will be required to ratify the selection of PwC."FOR"“FOR” PROPOSAL NO. 2.20142016 and 2013,2015, PwC billed the approximate fees set forth below. All fees included below were approved by the Audit Committee. Fiscal Year Ended 2016 2015 (in thousands) $ 666 $ 577 119 122 — 30 2 2 Total $ 787 $ 731 (1) This category consists of fees for professional services rendered for the audit of our financial statements, review of interim financial statements, assistance with registration statements filed with the SEC, and services that are normally provided by PwC in connection with statutory and regulatory filings or engagements. (2) This category consists of fees for professional services rendered in connection with the issuance of comfort letters and consents relating to registration statement filings with the SEC. (3) This category consists of fees for professional services rendered for tax compliance and tax advice. (4) This category consists of fees for PwC’s accounting research tool. Fiscal Year Ended 2014 2013 (in thousands) $ 764 $ 1,573 — — 4 — 2 — $ 770 $ 1,573 (1)This category consists of fees for professional services rendered for the audit of our financial statements, review of interim financial statements, assistance with registration statements filed with the SEC, and services that are normally provided by PwC in connection with statutory and regulatory filings or engagements. Related to the year ended December 31, 2013, fees of $787,000 were billed in connection with the filing of our Registration Statements on Form S-1 in connection with the initial public offering of our common stock, or IPO.(2)This category consists of fees for professional services rendered for tax compliance and tax advice.(3)This category consists of fees for PwC's online research database.Pre-ApprovalPre‑Approval Policies and Procedurespre-approvalpre‑approval of all audit and non-auditnon‑audit services to be performed for the Company by the independent registered public accounting firm. This policy is set forth in the charter of the Audit Committee and available atwww.adamaspharma.com. The Audit Committee has considered the role of PwC in providing audit and audit-relatedaudit‑related services to the Company and has concluded that such services are compatible with PwC'sPwC’s role as the Company'sCompany’s independent registered public accounting firm.20142016, with management of the Company. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by Auditing Standard No. 16,1301, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board ("PCAOB"(“PCAOB”). The Audit Committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants'accountants’ communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the accounting firm'sfirm’s independence. Based on the foregoing, the Audit Committee has recommended to the Board of Directors that the audited financial statements be included in the Company'sCompany’s Annual Report on Form 10-K10‑K for the fiscal year ended December 31, 2014.2016. Ms. Sara Grootwassink LewisJohn MacPhee"soliciting“soliciting material,"” is not deemed "filed"“filed” with the SEC, and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.Table of ContentsBoard Composition Our business and affairs are managed under the direction of our Board of Directors, which currently consists of eight members. The members of our Board of Directors were elected in compliance with the provisions of our amended and restated certificate of incorporation. In accordance with our amended and restated certificate of incorporation, our Board of Directors are divided into three classes with staggered three-year terms. At each annual general meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. Our directors are divided among the three classes as follows:•The Class I directors are William Ericson, Martha Demski, and Ivan Lieberburg, and their terms will expire at our annual meeting of stockholders to be held in 2015;•The Class II directors are Gregory Went, Sara Grootwassink Lewis, and Richard Booth, and their terms will expire at our annual meeting of stockholders to be held in 2016; and•The Class III directors are David Mahoney and John MacPhee, and their terms will expire at our annual meeting of stockholders to be held in 2017. We expect that additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of our Board of Directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control.comprisecompose a majority of a listed company'scompany’s board of directors within a specified period of time after its initial public offering.except Dr. Went do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is "independent"“independent” as that term is defined under the applicable rules and regulations of the SEC, and the listing requirements and rules of The NASDAQ Global Market.Market, except Dr. Went, an employee, and Mr. MacPhee, a consultant commencing in February 2016. After prior review of the terms under our related party transaction policy, we retained Mr. MacPhee on an interim basis through December 2016 to provide advice in preparation of commercial activities. In making this determination, our Board of Directors considered the current and prior relationships that each non-employeenon‑employee director has with our company and all other facts and circumstances our Board of Directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employeenon‑employee director.company,Company, having a chairman who also serves as chief executive officer facilitates timely communication with the board on critical business matters. Furthermore, we believe that this combined leadership structure is appropriate for our company because (i) our Chairman and Chief Executive Officer conveys a singular, cohesive message to our stockholders, and (ii) this structure eliminates any ambiguity as to who is accountable for the Company's performance.Company’s performance, and (iii) we have a lead independent director to, among other things, lead the meetings of our independent directors. Our directors and management team engage frequently and directly in the flow of information and ideas and we believe our combined leadership structure facilitates the quality, quantity, and timeliness of the information flow and communication. Our Board of Directors believes that there is a well-functioningwell‑functioning and effective balance between strong company leadership and oversight by active, independent directors.2014,2016, the Board of Directors met nineseven times, the Audit Committee met seveneight times, and the Compensation Committee met eight times. Thetimes, and the Nominating and Corporate Governance Committee first met beginning in 2015.two times. In 2014,2016, each director attended at least 75% of the meetings of the Board of Directors and the committees on which he or she served other thanwith the exception of Mr. Rehm,Lieberburg, who resigned fromattended five of the seven Board of Directors prior to our IPO in April 2014.Name of Director Audit Compensation Non-EmployeeNon‑Employee Director David MahoneyX X * X Martha J. Demski X * William W. Ericson X X * MCRichard BoothCMartha DemskiCWilliam EricsonMMSara Grootwassink LewisMMIvan Lieberburg John MacPheeMIvan Lieberburg, M.D., Ph.D. Employee Director Gregory Went X X Employee Director Gregory T. Went, Ph.D. M = Committee MemberC =* Committee Chairperson(1) Mr. Bigham joined the Board of Directors and Audit Committee in September 2016. (2) Mr. Booth served on the Audit Committee from June 2016 through September 2016. Mr. Booth joined the Nominating and Corporate Governance Committee in January 2016. (3) Ms. Grootwassink Lewis declined to stand for reelection at the 2016 Annual Meeting of Stockholders, and so ceased to be a member of the Board of Directors in June 2016; Ms. Grootwassink Lewis was also a member of the Audit Committee and Nominating and Corporate Governance until June 2016. (4) Mr. MacPhee served on the Audit Committee through January 2016. (5) Mr. Mahoney served on the Nominating and Corporate Governance through January 2016. Ms. Grootwassink Lewis,Mr. Bigham, and Mr. MacPhee.Mahoney. Our Board of Directors has determineddetermines on an annual basis that Ms. Demski, Ms. Grootwassink Lewis, and Mr. MacPheeall members of the Audit Committee are independent under the NASDAQ listing standards and Rule 10A-3(b)10A‑3(b)(1) of the Securities Exchange Act of 1934, as amended, or Exchange Act. The chair of our Audit Committee is Ms. Demski. Our Board ofMs. Grootwassink Lewis are "auditMr. Bigham is an “audit committee financial experts"expert” within the meaning of the SEC regulations. Our Board of Directors has also determined that each member of our Audit Committee can read and understand fundamental financial statements in accordance with applicable requirements. In arriving at these determinations, the Board of Directors has examined each Audit Committee member'smember’s scope of experience and the nature of their employment in the corporate finance sector. The functions of this committee include:•••year-endyear‑end operating results;••••quality-controlquality‑control procedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law; and•pre-approving)pre‑approving) all audit and all permissible non-auditnon‑audit services, other thande minimis non-auditnon‑audit services, to be performed by the independent registered public accounting firm.has determineddetermines on an annual basis that eachall members of Mr. Booth, Mr. Mahoney, and Mr. Ericson isthe Compensation Committee are independent under the NASDAQ listing standards, is a "non-employee director"“non‑employee director” as defined in Rule 16b-316b‑3 promulgated under the Exchange Act and is an "outside director"“outside director” as that term is defined in Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended, or Section 162(m). The chair of our Compensation Committee is Mr. Booth. Under its charter, the Compensation Committee may form and delegate authority to subcommittees, as appropriate. The functions of this committee, as delegated to it by the Board of Directors, include:••to our Board of Directors the compensation of our directors;•the terms of compensatory arrangements with our executive officers;•stockincentive compensation and equity incentive plans;•conflictconflicts of interestinterests of compensation advisers;advisors;•with our Chief Executive Officer the plans formanagement succession of our executive officers and to make recommendations to our Board of Directors with respect to the selection of appropriate individuals to succeed such positions;•reviewing and approving, or recommending that our Board of Directors approve, incentive compensation and equity plans; and•advisersadvisors engaged for the purpose of advising the Committee. In particular, the Compensation Committee has the sole authority to retain, in its sole discretion, compensation consultants to assist in its evaluation of executive and director compensation, includingand any other programs the committee deems appropriate to ensure the Company’s policies are competitive and reasonable in performing their fiduciary responsibilities under the Committee’s charter. The Committee has the authority to approve the consultant's reasonableconsultant’s role, fees, and other retention terms. The Compensation Committee may select, or receive advice from, a compensation consultant, legal counsel, or other adviseradvisor to the compensation committee,Compensation Committee, other than in-housein‑house legal counsel and certain other types of advisers,advisors, only after taking into consideration six factors, prescribed by the SEC and NASDAQ, that bear upon the adviser'sadvisor’s independence; however, there is no requirement that any adviseradvisor be independent. In 2014,2015, after taking into consideration these six factors prescribed by the SEC and NASDAQ, the Compensation Committee has engaged Radford, an Aon Hewitt company, as the independent compensation consultant.Mahoney,Booth and Mr. Ericson, and Ms. Grootwassink Lewis.Ericson. Our Board of Directors has determineddetermines on an annual basis that each member of Mr. Mahoney, Mr. Ericson,our Nominating and Ms. Grootwassink LewisCorporate Governance Committee are independent under the NASDAQ listing standards. The chair of our Nominating and Corporate Governance Committee is currently Mr. Mahoney.Ericson. The functions of this committee include:••••••reviewing management succession plans;••Directors'Directors’ performance.Board'sBoard’s role in our risk oversight process involves obtaining regular reports from management on areas of major risk, including operational, financial, legal and regulatory, and strategic risks. The Audit Committee of the Board of Directors is primarily responsible for overseeing our risk management processes on behalf of the Board of Directors. The Audit Committee receives reports from management at least quarterly regarding our assessment of risks. In addition, the Audit Committee reports regularly to the Board of Directors, which also considers our risk profile. The Audit Committee and the Board of Directors focus on the most significant risks we face and our general risk management strategies. While the Board of Directors oversees our risk management, management is responsible for day-to-dayday‑to‑day risk management processes. Our Board of Directors expects management to consider risk and risk management in each business decision, to proactively develop and monitor risk management strategies and processes for day-to-dayday‑to‑day activities, and to effectively implement risk management strategies adopted by the Audit Committee and the Board of Directors. We believe this division of responsibilities is the most effectiveDirectors'Directors’ leadership structure, which also emphasizes the independence of the Board of Directors in its oversight of its business and affairs, supports this approach. intend to disclose any amendments to the code, or any waivers of its requirements, on our website to the extent required by the applicable rules and exchange requirements. The inclusion of our website address in this proxy statement does not incorporate by reference the information on or accessible through our website into this proxy statement.20152017 Annual Meeting.Company'sCompany’s Corporate Secretary at 1900 Powell Street, Suite 750, Emeryville, California 94608. The Corporate Secretary will review such correspondence and forward it to the Board of Directors, or an individual director, as appropriate. Although we do not have a formal process related to stockholder communications with the Board of Directors, every effort has been made toBoardboard of Directors, Compensation Committeedirectors, compensation committee or other board committee performing equivalent functions of any entity that has one or more executive officers serving as one of our Board of Directors or on our Compensation Committee.2014,2016, to which we were a party or will be a party, in which:•• Compensation arrangements for our directors and named executive officers are described elsewhere in this proxy statement. Share and per share amounts have been adjusted to give effect to 2-for-1 forward split of our outstanding common stock and preferred stock effected on March 24, 2014.Participation in IPO and Warrant Exercises Certain of our directors and existing stockholders, or their affiliates, purchased an aggregate of 362,500 shares of our common stock in our initial public offering. The shares were offered and sold on the same terms as the other shares offered and sold to the public. Prior to our initial public offering, entities affiliated with Mohr Davidow Ventures exercised all of their preferred stock and common stock warrants to acquire an aggregate of 259,678 shares of Series AA preferred stock and an aggregate of 13,332 shares of common stock in accordance with the terms of the warrants. In addition, entities affiliated with DAG Ventures exercised their warrants to acquire an aggregate of 129,816 shares of Series AA preferred stock in accordance with the terms of the warrants. These warrants were issued in conjunction with various private financings in prior years.Investor Rights Agreement We are party to an investor rights agreement that provides holders of our preferred stock, including certain holders of 5% of our capital stock and entities affiliated with certain of our directors, with certain registration rights, including the right to demand that we file a registration statement or request that their shares be covered by a registration statement that we are otherwise filing. The investor rights agreement provided for a right of first refusal in favor of certain holders of our stock with regard to certain issuances of our capital stock and the parties thereto have agreed to vote in a certain way on certain matters, which terminated upon the initial public offering.Stockholders Agreement We were party to a stockholders agreement under which certain holders of our capital stock, including certain holders of 5% of our capital stock, our Chief Executive Officer and one of our directors, agreed to vote in a certain way on certain matters, including with respect to the election of directors or a sale of the company. The stockholders agreement also provides for a right of first refusal in favor of certain holder of our stock with regard to certain issuances of capital stock and provides certain rights of first refusal and co-sale in respect of certain sales of securities by the parties to the stockholders agreement. The agreement also provided for a put right in the event that a party to the agreement becomes a Howard Hughes Medical Institute Investigator. Upon the closing of our initial public offering, the stockholders agreement terminated and none of our stockholders have any special rights regarding the election or designation of members of our Board of Directors.Voting Agreement We were party to a voting agreement under which certain holders of our capital stock, including certain holders of 5% of our capital stock and entities affiliated with certain of our directors, have agreedto vote in a certain way on certain matters, including with respect to the election of directors. Pursuant to the voting agreement, each of MDV VII, L.P. and aeris CAPITAL Equity Investments, L.P. was granted the right to designate one member of our Board of Directors. William Ericson and George Rehm were designated by MDV and aeris, respectively, under the voting agreement. Upon the closing of our initial public offering, the voting agreement terminated and none of our stockholders have any special rights regarding the election or designation of members of our Board of Directors.Right of First Refusal and Co-Sale Agreement We were party to a right of first refusal and co-sale agreement with holders of our preferred stock and our founders, including certain holders of 5% of our capital stock and entities affiliated with certain of our directors, pursuant to which the holders of preferred stock have a right of first refusal and co-sale in respect of certain sales of securities by our founders. Upon the closing of our initial public offering, the right of first refusal and co-sale agreement terminated.Indemnification agreements Our amended and restated certificate of incorporation contains provisions limiting the liabilityboard of directors, provided commercial advisory oversight on an interim basis from the period February 2016 through December 2016. Compensation for his services under this agreement was $105,000 paid in cash and our bylaws provide that we will indemnify each of our directorsnon‑qualified stock options to the fullest extent permitted under Delaware law. Our amended and restated certificate of incorporation and bylaws also provide our Board of Directors with discretion to indemnify our officers and employees when determined appropriate by the Board of Directors. In addition, we have entered and expect to continue to enter into agreements to indemnify our directors and executive officers. For more information regarding these agreements, see the section of this proxy statement entitled "Executive Compensation—Limitations on liability and indemnification matters."Employment arrangements In August 2014, we entered into a separation agreement with Anthony Rimac, our former Chief Financial Officer. In addition, we have extended an offer letter to our executive officers in connection with their employment and have adopted an Executive Severance Plan and a Transaction Bonus Plan in which our executive officers are participants. For more information regarding these arrangements, see the section of this proxy statement entitled "Executive Compensation—Executive compensation narrative."person'sperson’s interest in the transaction. Prior to our initial public offering and for those transactions described above in that timeframe, we did not have a formal review and approval policy for related party transactions. However, all of the transactions described above under "Certain“Certain Relationships and Related Persons Transactions"Transactions” were entered into after presentation, consideration and approval by our Board of Directors.NON-EMPLOYEEnon-employee directors, which became effective upon the closing of our initial public offering on April 9, 2014.non‑employee directors. Under this policy, each of our non-employeenon‑employee directors areis paid $30,000 as an annual cash retainer, and ourwhich was increased to $35,000 in March 2016. Our lead independent director receives an additional annual cash payment of $15,000. Dr. Went, who is also an employee, is compensated for his service as an employee and does not receive any additional compensation for his service on our Board of Directors. Annual
Chair
Fee Annual
Member
Fee $ 15,000 $ 7,500 $ 15,000 $ 7,500 $ 10,000 $ 5,000 $ 10,000 $ 5,000 $ 7,000 $ 3,500 $ 7,000 $ 3,500 Development Committee $ 7,500 $ 5,000 non-employeenon‑employee directors also receive an initial equity award upon commencement of service as a board member; thereafter, each non-employeenon‑employee director will receive an annual equity retainer.grant on the date of our annual meeting. Currently, the form of award in each case will be a non-qualifiednon‑qualified stock option. The initial award is an option to purchase 30,000 shares of our common stock that vests annually over three years of service. Each subsequent annual award will be an option to purchase 15,000 shares (increased on a pro rata basis for the annual grant to occur at the 2015 Annual Meeting, adjusted for the period since the prior grant), of our common stock that will vest after one year of service. Additionally, upon the closing of a change of control, the vesting of all outstanding equity awards held by our non-employeenon‑employee directors will accelerate in full.20142016, certain information with respect to the compensation of all non-employeenon‑employee directors:Name Michael F. Bigham 15,938 323,553 — 339,491 Richard Booth 51,000 154,236 — 205,236 Martha J. Demski 48,750 154,236 — 202,986 William W. Ericson 45,750 154,236 — 199,986 Sara Grootwassink Lewis 21,750 — — 21,750 Ivan Lieberburg, M.D., Ph.D. 38,750 (2) 154,236 — 192,986 John MacPhee 41,251 (3) 263,342 (4) 105,000 (5) 409,593 David L. Mahoney 61,250 154,236 — 215,486 (1) The amounts in this column reflect the aggregate grant date fair value of each option award granted during the fiscal year, computed in accordance with FASB ASC Topic 718. The valuation assumptions used in determining such amounts are described in Note 11 to our financial statements included in our Annual Report on Form 10‑K for the year ended December 31, 2016. As of December 31, 2016, the non-employee directors had the following number of shares subject to options outstanding: Mr. Bigham, 30,000 shares; Mr. MacPhee, 27,600 shares; and Mr. Booth, Ms. Demski, Mr. Ericson, Dr. Lieberburg, and Mr. Mahoney, 15,000 shares. Ms. Grootwassink Lewis had no options outstanding. (2) Dr. Lieberburg received fees at a $5,000 annual rate as the chair of an ad hoc Development Committee of the Board of Directors. (3) Mr. MacPhee received fees at a $7,500 annual rate as a member of an ad hoc Development Committee of the Board of Directors. (4) Amount includes aggregate grant date fair value of $109,106 attributed to stock options granted for consulting services. (5) Mr. MacPhee received fees of $21,000 per month as a consultant to us during the period February 2016 through June 2016. Fees Earned or
Paid in Cash Stock
Awards(1) Total $ 47,941 $ 276,117 $ 324,058 33,811 276,117 309,928 35,037 316,311 351,348 27,923 276,117 304,040 32,136 316,311 348,447 28,848 276,117 304,965 33,798 — 33,798 — — — (1)The amounts in this column reflect the aggregate grant date fair value of each option award granted during the fiscal year, computed in accordance with FASB ASC Topic 718. The valuation assumptions used in determining such amounts are described in Note 11 to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2014.(2)Fees earned or paid in cash to Mr. Mahoney include $12,000 for the period from January 1, 2014 until our IPO on April 9, 2015 and pro rata amounts from that date through December 31, 2014 based on Mr. Mahoney's role as lead independent director, chair of the Nominating and Corporate Governance Committee, and member of the Compensation Committee.(3)Fees earned or paid in cash to Mr. Booth include $5,000 for the period from January 1, 2014 until our IPO on April 9, 2015 and pro rata amounts from that date through December 31, 2014 based on Mr. Booth's role as an independent member of the Board of Directors and chair of the Compensation Committee.(4)Fees earned or paid in cash to Ms. Demski include pro rata amounts from our IPO on April 9, 2014 through December 31, 2014 based on Ms. Demski's role as an independent member of the Board of Directors and chair of the Audit Committee.(5)Fees earned or paid in cash to Mr. Ericson include pro rata amounts from our IPO on April 9, 2014 through December 31, 2014 based on Mr. Ericson's role as an independent member of the Board of Directors and a member of the Compensation and Nominating and Corporate Governance Committees.(6)Fees earned or paid in cash to Ms. Grootwassink Lewis include pro rata amounts from our IPO on April 9, 2014 through December 31, 2014 based on Ms. Grootwassink Lewis's role as an independent member of the Board of Directors and a member of the Audit and Nominating and Corporate Governance Committees.(7)Fees earned or paid in cash to Dr. Lieberburg include $1,000 for the period from January 1, 2014 until our IPO on April 9, 2015 and pro rata amounts from our IPO on April 9, 2014 through December 31, 2014 based on Dr. Lieberburg's role as an independent member of the Board of Directors. Dr. Lieberburg also began receiving fees in May 2014 at a $7,500 annual rate as a member of an ad hoc Development Committee of the Board of Directors.(8)Fees earned or paid in cash to Mr. MacPhee include $12,000 for the period from January 1, 2014 until our IPO on April 9, 2015 and pro rata amounts from that date through December 31, 2014 based on Mr. MacPhee's role as an independent member of the Board of Directors and a member of the Audit Committee.(9)Mr. Rehm resigned as a director immediately prior to the closing of our IPO in April 2014.February 28, 2015:April 11, 2017:Name AgePosition(s)Gregory Went, Ph.D. 51Age Co-Founder,Position(s)Gregory T. Went, Ph.D. 53 Co‑Founder, Chief Executive Officer, and Chairman of the Board of Directors Jeffrey Knapp 62 49Chief Operating OfficerWilliam Dawson60 Chief Financial Officer Natalie McClure, Ph.D. 53 62 Senior Vice President, Product DevelopmentHuman ResourcesGrace Shin, J.D. 48 50 General CounselChief Medical OfficerJulianna Wood 47 59 Senior Vice President,Chief Business Officer, General Counsel, Chief Compliance Officer, and Corporate Communications and Investor RelationsLeonie McConville51Vice President, Human ResourcesSecretary Gregory Went, Ph.D.has served as our Chief Executive Officer and Chairmansee Proposal 1 – Election of our Board of Directors since our inception in 2000. Previously, Dr. Went co-founded CuraGen Corporation in 1992, where he served as an Executive Vice President and director from 1996 to 1999. Dr. Went also has served as a director of Angelica Therapeutics, Inc., a biotechnology company, since 2006. Dr. Went holds a Ph.D. in Chemical Engineering from the University of California, Berkeley and a B.S. in Chemical Engineering from Carnegie Mellon University. We believe Dr. Went's extensive knowledge of our company, the pharmaceutical industry, and our competitors qualifies him to serve on our Board of Directors. Jeffrey Knapp. Mr. Knapp joined as our Chief Commercial Officer in February 2014 and was subsequently named Chief Operating Officer in August 2014. From July 2006 to March 2013, Mr. Knapp served as Chief Commercial Officer of Affymax, Inc., a biopharmaceutical company. From November 2005 to April 2006, Mr. Knapp served as Senior Vice President, Sales and Marketing at Abgenix, Inc., a biopharmaceutical company. From October 2004 to July 2005, Mr. Knapp served as Vice President, Sales and Marketing, North America at Pharmion Corporation, a pharmaceutical company. From November 2001 to October 2004, Mr. Knapp served as Vice President, U.S. sales and marketing at EMD Pharmaceuticals, a division of Merck KGaA, a pharmaceutical company. He has also held sales, marketing and business development positions at Eli Lilly and Company and Schering-Plough Corporation, both pharmaceutical companies. Mr. Knapp holds a B.A. from Wittenberg University.privately-heldprivately‑held biotechnology company from March 2010 to April 2012.2012, where he was responsible for the company’s finance, treasury, and IT functions. From August 2004 to April 2009, Mr. Dawson served as Vice President, Finance and Chief Financial Officer of Cerus Corporation, a publicly-heldpublicly‑held biomedical products company. Prior to joining Cerus, Mr. Dawson served in a variety of senior financial positions at companies in the biotechnology, healthcare services and information technology, and investment banking industries. Mr. Dawson has served as a member of the board of directors of McGrath RentCorp, a publicly held business-to-businessbusiness‑to‑business rental company, since 1998 and as a member of the board of directors of Wellington Trust Company, a subsidiary of Wellington Management Company, LLP, a private institutional investment management company, since 2001. Mr. Dawson received a Bachelor'sBachelor’s degree from Stanford'sStanford’s School of Engineering, Department of Architecture and an M.B.A. from Harvard Business School. Natalie McClure, Ph.D. Dr. McClure has served as our Senior Vice President, Product Development since 2013 and served as our Vice President, Regulatory Affairs from 2009 to 2013. From 2008 through February 2011, Dr. McClure served as a consultant for DevRx Consulting, which specializes in pharmaceutical development consulting. From 2005 to 2008, Dr. McClure served as VP, Regulatory Affairsof Cerimon Pharmaceuticals, Inc., a biopharmaceutical company. Dr. McClure holds a Ph.D. in Organic Chemistry from Stanford University and a B.S. in Chemistry from the University of Michigan. Grace Shin, J.D. Ms. Shin has served as our General Counsel since December 2014. From 2008 until 2013, Ms. Shin served as General Counsel and prior to that since 2006 as Vice President Legal Affairs at Affymax, Inc., a biopharmaceutical company. From 2000 to April 2006, Ms. Shin served as Vice President Legal Affairs to FibroGen, Inc. a biotechnology company, and prior to that from 1997 to 2000 held the position of Corporate Counsel. From 1992 to 1997, Ms. Shin was a corporate attorney at Pacific Gas & Electric Company, a public utility. From 1989 to 1992, Ms. Shin was a business associate at Cooley Godward. She earned both her B.A. and J.D. from the University of Michigan. Julianna Wood. Ms. Wood has served as our Senior Vice President, Corporate Communications and Investor Relations since December 2014. Prior to joining the Company, she was a communications consultant from December 2013 to December 2014. Previously, Ms. Wood was Vice President of Public Affairs and earlier Vice President of Corporate Communications at Onyx Pharmaceuticals, Inc., a biotechnology company, from 2003 to 2013. Prior to joining Onyx, Ms. Wood held communications or marketing positions with Sangamo Biosciences, Chiron, and a number of other life science companies. She earned her undergraduate degree from Stanford University and a M.B.A. from the Fuqua School at Duke University.has servedjoined as our Vice President, Human Resources sincein December 2014.2014 and was subsequently named Senior Vice President, Human Resources in January 2016. Previously she was a principal at Stafford McConville Human Resources Partners, a consulting firm, from 2013 until 2014, where she was responsible for providing a broad range of human resource operational management, organization development, and priorexecutive compensation consulting services to small for-profit and not-for-profit organizations. Prior to that, Ms. McConville was an independent consultant from 2011 until 2013.2012. In addition, she has held senior management positions in human resources for over 20 years, including serving as Senior Director, Human Resources at Onyx Pharmaceuticals and Director, Human Resources at Chiron, a pharmaceutical company. Ms. McConville holds a B.A. in Management from Saint Mary'sMary’s College of California.forward-lookingforward‑looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we adopt may differ materially from currently planned programs as summarized in this discussion. As an "emerging“emerging growth company"company” as defined in the Jumpstart our Business Startups Act of 2012, we are not required to include a Compensation Discussion and Analysis section and have elected to comply generally with the scaled disclosure requirements applicable to emerging growth companies.a base salary, a cash bonus based primarily on achievement of corporate goals, and anstock award consisting of stock options.options and restricted stock units. We seek to ensure that the total compensation paid to our executive officers is reasonable and competitive.20142016 were as follows: Gregory T. Went, Ph.D., Jeffrey Knapp, Natalie McClure, Ph.D.Rajiv Patni, M.D., and former CFO, Anthony Rimac.2014Jennifer Rhodes.2014.2016.Name and Principal Position Year Stock
Awards
($)(2) Gregory T. Went, Ph.D. 2016 450,000 250,000 392,725 1,476,617 690 2,570,032 Chief Executive Officer 2015 425,000 345,000 — 823,118 1,035 1,594,153 2016 246,311 82,215 232,212 894,535 — 1,455,273 Chief Business Officer, General Counsel, Chief Compliance Officer & Corporate Secretary 2016 381,380 169,333 102,450 385,205 690 1,039,058 Chief Medical Officer 2015 211,779 102,082 — 1,473,180 690 1,787,731 Year Salary Bonus(1) Option
Awards(2) All Other
Compensation(3) Total 2014 $ 418,250 $ 330,500 $ 8,651,758 (4) $ 1,724 $ 9,402,233 2013 400,000 328,000 — — 728,000
2014
290,266
145,823
2,739,095
375
3,175,559 2013 — — — — —
2014
332,235
170,805
1,993,493
1,980
2,498,512 2013 325,000 236,453 410,250 15 971,718
2014
180,699
—
—
171,686
(5)
352,386 2013 275,000 147,906 — 965 423,871 (1)The amounts in this column reflect bonuses earned by the employee pursuant to the Company's Cash Bonus Plan and Transaction Bonus Plan.(2)The amounts in this column reflect the aggregate grant date fair value of each option award granted during the fiscal year, computed in accordance with FASB ASC Topic 718. The valuation assumptions used in determining such amounts are described in Note 11 to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2014.(3)The amounts in this column reflect the net premiums we paid on behalf of the employee for life insurance, short-term and long-term disability insurance.(4)Prior to 2014, Dr. Went last received an equity award in 2012.(5)In 2014, the amounts reported in All Other Compensation for Mr. Rimac include a cash severance payment of $150,000, reimbursement for accrued paid time off of $21,255 and net premiums for life insurance, short-term and long-term disability insurance of $431.(1) The amounts in this column reflect bonuses earned by the employee in 2016 and 2015 pursuant to the Company’s Cash Bonus Program and Transaction Bonus Plan paid in 2017 and 2016, respectively. (2) The amounts in this column reflect the grant date fair value of the restricted stock units granted during 2016, computed in accordance with FASB ASC Topic 718. The valuation assumptions used in determining such amounts are described in Note 11 to our financial statements included in our Annual Report on Form 10‑K for the year ended December 31, 2016. We began granting restricted stock units in 2016. (3) The amounts in this column reflect the aggregate grant date fair value of the stock option awards granted during the fiscal year, computed in accordance with FASB ASC Topic 718. The valuation assumptions used in determining such amounts are described in Note 11 to our financial statements included in our Annual Report on Form 10‑K for the year ended December 31, 2016. (4) The amounts in this column reflect the net premiums we paid on behalf of the employee for life insurance, short‑term and long‑term disability insurance. (5) Ms. Rhodes joined the Company on April 7, 2016. (6) Dr. Patni joined the Company on June 8, 2015. 2014,2016, the principal components of the Company'sCompany’s executive compensation program consisted of base salary, annual cash bonus, and equity incentives and severance protection."at will"“at will” basis, with no fixed term of employment, pursuant to the terms of their respective offer letters. Certain material terms of each executive officer'sofficer’s employment is described below. Each offer letter also contains standard terms related to vacationpaid time off and participation in our employee benefit plans, and in addition, requires execution of our form of confidential information and proprietary information agreement.Went receives anWent’s annual base salary was $450,000, which was increased to $517,500, effective as of $425,000.January 1, 2017. Under our cash bonus plan,program, Dr. Went is eligible to receive a target bonus of up to 50% of his base salary. Jeffrey Knapp. Mr. Knapp receives an annual base salary, of $355,000, which was increased from $340,000 in connection with his promotion in August 2014.to 55%, effective as of January 1, 2017.plan, Mr. Knappprogram, Dr. Patni is eligible to receive a target bonus of up to 40% of his annual base salary. William Dawson.Jennifer Rhodes. Mr. Dawson receives anFor 2016, Ms. Rhodes’ annual base salary was $335,000, which was pro-rated based upon her employment commencement date. Ms. Rhodes’ annual base salary was increased to $400,000, effective as of $340,000.January 1, 2017. Under our cash bonus plan, Mr. Dawsonprogram, Ms. Rhodes is eligible to receive a target bonus of up to 30% of his base salary. Natalie McClure, Ph.D. Dr. McClure receives anher annual base salary, which was pro-rated based upon her employment commencement date for 2016, and which was increased to 40%, effective as of $335,000. Under our cash bonus plan, Dr. McClure is eligible to receive a target bonus of up to 30% of her base salary.January 1, 2017. Grace Shin. Ms. Shin receives an annual base salary of $320,000. Under our cash bonus plan, Ms. Shin is eligible to receive a target bonus of up to 30% of her base salary.Planplan compensationprogram is a discretionary element of our compensation, subject to corporate achievement escalators, that links compensation to the achievement of corporate, project and individual goals. Each year, our Board of Directors approves the corporate goals and consults with the Compensation Committee to approve the other individual goals of the CEO and the other NEOs. InWhether or not a bonus is paid for any year is solely within the discretion of the Board or Compensation Committee upon delegation by the Board. Accordingly, we do not consider these bonuses to be “Non-Equity Incentive Plan Compensation” within the meaning of applicable SEC rules.the target award levels were established at 50% for the CEOEquity Incentive Plan; Ms. Rhodes received, when she joined our company, a stock option to acquire 67,500 shares of our common stock and 30% for the other executive officers, including the NEOs. In connection with Mr. Knapp's promotionrestricted stock units to COO in Augustacquire 11,250 shares of our common stock, pursuant to our 2016 Inducement Plan, and further received equity grants consisting of a stock option to acquire 28,125 shares of our common stock, and restricted stock units to acquire 4,687 shares of our common stock, pursuant to our 2014 we increased his target bonus percentage from 30%Equity Incentive Plan; and Dr. Patni received annual equity grants consisting of a stock option to 40%acquire 45,000 shares of his base salary. has adopted our Transaction Bonus Plan in 2012 to provide key employees with additional incentives in connection with our licensing agreement with Forest Laboratories, Inc., or Forest. Under the Transaction Bonus Plan, one percent of certain payments, or Covered Payments, that we receivereceived under the Forest license agreement are designated for award under the Transaction Bonus Plan, with aggregate payments not to exceed $1,600,000. Covered Payments include both the initial licensing payment as well as milestone payments, but do not include royalty or certain other payments pursuant to the Forest license agreement. Any non-cash consideration received under the Forest license agreement that qualifies as a Covered Payment will be valued in good faith by our Board of Directors.will behave been selected to participate in the Transaction Bonus Plan by our Board of Directors upon recommendation of our Chief Executive Officer. From time to time, our Board of Directors will allocatehave allocated some or all of the available pool among eligible participants, designated as either fixed dollar amounts or as a percentagean allocation of the total pool. A participant iswas eligible to receive an allocation with respect to that Covered Payment if he or she (a) remainsremained employed with us through the date the Transaction Bonus iswas paid, and (b) if required by our Board of Directors, signssigned a general release of claims within the designated timeframe."employee“employee stock purchase plan"plan” within the meaning of Section 423 of the Code.tax-qualifiedtax‑qualified retirement plan that provides eligible U.S. employees with an opportunity to save for retirement on a tax advantaged basis. Eligible employees are able to defer eligible compensation up to certain Code limits, which are updated annually. We have the ability to make matching and discretionary contributions to the 401(k) plan, but have not done so to date. Employee contributions are allocated to each participant'sparticipant’s individual account and are then invested in selected investment alternatives according to the participants'participants’ directions. Employees are immediately and fully vested in their own contributions. The 401(k) plan is intended to be qualified under Section 401(a) of the Code, with the related trust intended to be tax exempt under Section 501(a) of the Code. As a tax-qualifiedtax‑qualified retirement plan, contributions to the 401(k) plan are deductible by us when made, and contributions and earnings on those amounts are not taxable to the employees until withdrawn or distributed from the 401(k) plan.during 2014.effective upon the closing of our initial public offering,in 2014 to provide our executives with severance benefits in the event their employment with us terminates without cause or, in case of a termination of employment that occurs in connection with our undergoing a change in control, either without cause or for good reason. In March 2017, the Compensation Committee of the Board of Directors amended and restated the Executive Severance Plan.resignation)resignation “for good reason”) must occur at or within 12 months after our consummating the change in control. To be eligible for benefitsourthe Amended and Restated Executive Severance Plan, the executive must hold the title of Vice President or above on or within 90 days before the date of either the termination or the date ofother than in connection with a change in control. Benefits under the Executive Severance Plancontrol, include both a cash portion, determined by reference to monthly base salary, and eligibility for group medical coverage (COBRA). Additionally, if of the severance is determined by reference to bothmonthly base pay andsalary, annual target bonus, the executive'sand a pro‑rata target bonus; eligibility for COBRA; equity awards that were outstanding at the time of the change in control will become fully vestedvested; and the post-terminationpost‑termination period to exercise options will be extended up to the earlier of 12 months after the termination or the expiration date of the option.executive'sexecutive’s title, length of service and whether the termination is in connection with a change in control. If the termination is not in connection with a change in control, cash severance is paid as salary continuation. If the termination is in connection with a change in control, cash severance, including monthly based pay, annual target bonus, and pro‑rata target bonus is paid in a lump sum.setsets forth the cash severance and COBRA benefits under our Amended and Restated Executive Severance Plan: Other than in connection with a change in control In connection with a change in control Other than in connection with a change in control In connection with a change in control Cash Severance
(multiple of
monthly base pay) COBRA Period
(number of months) Cash Severance
(multiple of
monthly base pay
plus pro-rated
target bonus) COBRA Period
(number of months) Cash Severance (multiple of monthly base pay) Cash Severance (multiple of monthly salary plus annual target bonus in months)(1) COBRA Period (number of months) 12 12 18 18 12 12 18 18
12
12 Designated Executive Officer 12 12 12 12 All other executives 9 9 12 12 (1) Additionally includes pro‑rata target bonus, calculated as described above. executive'sexecutive’s employment other than due to (i) commission of any felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof; (ii) attempted commission of, or indictment forparticipation in, a felony, or a misdemeanor involving fraud or moral turpitude, (ii)act of dishonesty against the Company; (iii) intentional, material violation of any contract or agreement between the Participant and the Company or of any statutory duty owed to the Company; (iv) unauthorized use or disclosure of the Company’s confidential information or trade secrets; (v) an act by the Participant which constitutes gross negligence, willful misconduct or insubordination in the course of employment,employment; or (iii)(vi) the continued failure of the executiveParticipant to perform the essential duties and responsibilities of his or her position, after having received notice of the deficiencies and having had 30 days to cure such defects in performance.executiveparticipant resigns for any of the following "good reasons"“good reasons”: (i) a decrease in a Participant’s base salary or target bonus by more than 10% (other than a comparable decrease in compensation for all of our executives), (ii) a material decrease in the executive'sa Participant’s duties or responsibilities (but excluding a change in title or reporting relationship), (iii) a relocation of the executive'sParticipant’s primary work location by more than 50 miles, andor (iv) ourthe Company’s failure to obtain an agreement from oura successor to continue this Executive Severancethe Plan in each case withoutor to substitute for it a plan or other compensation arrangement that provides equivalent or greater benefits; provided, however, that to resign for Good Reason, a Participant must (1) provide written notice to the executive's consent. In the case of items (ii) and (iii), the executive must provide us (or our successor) with noticeCompany’s General Counsel within 30 days after the first occurrence of the triggering event and we (or our successor) will havegiving rise to Good Reason setting forth the basis for his or her resignation for Good Reason, (2) allow the Company at least 30 days thereafterfrom receipt of such written notice to remedycure such event,situation.us,the Company, within certain designated timeframes. This release of claims may include certain post-employment restrictive covenants, including confidentiality and non-solicitation clauses.Severance Agreement In connection with the departure in August 2014 of Anthony Rimac, our former Chief Financial Officer, we entered into a separation agreement with Mr. Rimac pursuant to which Mr. Rimac received (i) a single lump sum payment of $150,000, subject to standard payroll deductions and withholdings; and (ii) payment of COBRA group health insurance premiums for Mr. Rimac and his eligible dependents until the earlier of (a) six months following Mr. Rimac's separation date, (b) the expiration of Mr. Rimac's eligibility for the continuation coverage under COBRA, and (c) the date Mr. Rimac becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. In addition, pursuant to the separation agreement, Mr. Rimac agreed to provide consulting services to us at our request, and subject to the direction of our Chief Executive Officer, for up to a maximum of 20 hours per week, which terminated in February 2015. In connection with Mr. Rimac's consulting services, Mr. Rimac's outstanding options to purchase our common stock continued to vest through February 2015.during 2013.Limitation on liability and indemnification matters Our amended and restated certificate of incorporation contain provisions that limitfor the liability of our current and former directors for monetary damages to the fullest extent permitted by Delaware law. Delaware law provides that directors of a corporation will not be personally liable for monetary damages for any breach of fiduciary duties as directors, except liability for:•any breach of the director's duty of loyalty to the corporation or its stockholders;•any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;•unlawful payments of dividends or unlawful stock repurchases or redemptions; or•any transaction from which the director derived an improper personal benefit. Such limitation of liability does not apply to liabilities arising under federal securities laws and does not affect the availability of equitable remedies, such as injunctive relief or rescission. Our amended and restated certificate of incorporation and our amended and restated bylaws will provide that we are required to indemnify members of our Board of Directors to the fullest extent permitted by Delaware law. Our amended and restated bylaws will also provide that, upon satisfaction of certain conditions, we shall advance expenses incurred by a director in advance of the final disposition of any action or proceeding, and permit us to secure insurance on behalf of any officer, director, employee, or other agent for any liability arising out of his or her actions in that capacity regardless of whether we would otherwise be permitted to indemnify him or her under the provisions of Delaware law. Our amended and restated certificate of incorporation and amended and restated bylaws will also provide our Board of Directors with discretion to indemnify our officers and employees when determined appropriate by the Board of Directors. We have entered and expect to continue to enter into agreements to indemnify our directors and executive officers. With certain exceptions, these agreements provide for indemnification for related expenses including, among other things, attorneys' fees, judgments, fines, and settlement amounts incurred by any of these individuals in any action or proceeding. We believe that these bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers. We also maintain customary directors' and officers' liability insurance. The limitation of liability and indemnification provisions in our amended and restated certificate of incorporation and amended and restated bylaws may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit us and other stockholders. Further, a stockholder's investment may be adversely affected to the extent that we pay the costs of settlement and damage awards against directors and officers as required by these indemnification provisions. At present, there is no pending litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought and we are not aware of any threatened litigation that may result in claims for indemnification.Rule 10b5-1 sales plans Our directors and executive officers may adopt written plans, known as Rule 10b5-1 plans, pursuant to which, if adopted, they would contract with a broker to buy or sell shares of our common stock on a periodic basis. Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the director or officer when entering into the plan, without further direction from them. The director or officer may amend a Rule 10b5-1 plan in some circumstances and may terminate a plan at any time. Our directors and executive officers also may buy or sell additional shares outside of a Rule 10b5-1 plan when they are not in possession of material nonpublic information subject to compliance with the terms of our insider trading policy.20142016 Option Awards Stock Awards Number of Shares or Units of Stock That Have Not Vested Market Value of Shares or Units of Stock That Have Not Vested(13) Name Exercisable(1) Unexercisable Gregory T. Went, Ph.D. 128,216 (2) — $ 0.665 11/15/2021 — — 32,005 (3) — $ 0.665 2/21/2022 — — 605,037 (4) — $ 8.995 2/19/2024 — — 30,079 (5) 35,482 $ 17.310 2/24/2025 — — 32,343 (6) 140,157 $ 13.660 3/3/2026 28,750 (7) $ 485,875 Jennifer Rhodes — (8) 67,500 $ 14.700 5/5/2026 11,250 (9) $ 190,125 — (10) 28,125 $ 14.260 11/6/2026 4,687 (11) $ 79,210 Rajiv Patni, M.D. 44,999 (12) 75,001 $ 19.140 6/7/2025 — — 8,437 (6) 36,563 $ 13.660 3/3/2026 7,500 (7) $ 126,750 (1) The options listed are fully vested or are subject to an early exercise right and may be exercised in full prior to vesting of the shares underlying such options. Vesting of all options is subject to continued service on the applicable vesting date. (2) This stock option award was granted on November 16, 2011. The shares subject to this option are fully vested. (3) This stock option award was granted on February 22, 2012. 97% of the shares subject to this option were vested as of December 31, 2016, and the remainder vest in approximately equal increments on a monthly basis thereafter through February 1, 2017. (4) This stock option award was granted on February 20, 2014. 57% of the shares subject to this option were vested as of December 31, 2016, and the remainder vest in approximately equal increments on a monthly basis thereafter through February 1, 2019. (5) This stock option award was granted on February 25, 2015. 46% of the shares subject to this option were vested as of December 31, 2016, and the remainder vest in approximately equal increments on a monthly basis thereafter through February 1, 2019. (6) This stock option award was granted on March 4, 2016. 19% of the shares subject to this option were vested as of December 31, 2016, and the remainder vest in approximately equal increments on a monthly basis thereafter through March 1, 2020. (7) Represents restricted stock units granted on March 4, 2016, which vest in four equal annual installments beginning on March 20, 2017. (8) This stock option award was granted on May 6, 2016. None of the shares subject to this option were vested as of December 31, 2016. All shares will vest according to the following schedule: 25% of the shares vest on April 7, 2017, and an additional 1/48th per month in equal monthly installments thereafter through April 7, 2020. (9) Represents restricted stock units granted on May 6, 2016, which vest in four equal annual installments beginning on June 20, 2017. (10) This stock option award was granted on November 7, 2016. None of the shares subject to this option were vested as of December 31, 2016. All shares will vest according to the following schedule: 25% of the shares vest on October 29, 2017, and an additional 1/48th per month in equal monthly installments thereafter through October 29, 2020. (11) Represents restricted stock units granted on November 7, 2016, which vest in four equal annual installments beginning on December 20, 2017. (12) This stock option award was granted on June 8, 2015. 37% of the shares subject to this option were vested as of December 31, 2016, and the remainder vest in approximately equal increments on a monthly basis thereafter through June 8, 2019. (13) Value calculated based on the $16.90 closing price of Adamas Pharmaceuticals’ common stock on December 30, 2016, which was the last trading day of 2016. Option Awards Number of Securities
Underlying Unexercised
Options Option
Exercise
Price Option
Expiration
Date Grant Date Exercisable(1) Unexercisable 09/12/2006 250,000 (2) — $ 1.875 09/12/2016 11/16/2011 250,000 (3) — $ 0.665 11/16/2021 02/22/2012 60,000 (4) — $ 0.665 02/22/2022 02/20/2014 868,000 (5) — $ 8.995 02/20/2024
03/03/2014
260,000
(6)
—
$
11.225
03/03/2024
03/03/2010
24,666
(7)
—
$
1.755
03/03/2020 11/16/2011 40,000 (3) — $ 0.665 11/16/2021 02/22/2012 60,000 (4) — $ 0.665 02/22/2022 12/24/2013 50,000 (8) — $ 3.305 12/24/2023 02/20/2014 200,000 (5) — $ 8.995 02/20/2024
11/16/2011
66,668
(9)
—
$
0.665
05/16/2015 02/22/2012 28,000 (10) — $ 0.665 05/16/2015 (1)The options listed are fully vested or are subject to an early exercise right and may be exercised in full prior to vesting of the shares underlying such options. Vesting of all options is subject to continued service on the applicable vesting date.(2)The shares subject to this option are fully vested.(3)70% of the shares subject to this option were vested as of December 31, 2014, and the remainder vest in approximately equal increments on a monthly basis thereafter through June 1, 2016.(4)56.67% of the shares subject to this option were vested as of December 31, 2014, and the remainder vest in approximately equal increments on a monthly basis thereafter through February 1, 2017.(5)None of the shares subject to this option were vested as of December 31, 2014. All shares will vest according to the following schedule, provided that the optionee remains in continuous service on each such date: the first 20% of the option shares shall vest upon the completion of 12 months of service measured from the vesting commencement date of February 20, 2014 and (ii) an additional 1/60th of the option shares shall vest upon the optionee's completion of each of the next 48 months of service thereafter on the first day of each month. This option will be fully vested on February 1, 2019.(6)None of the shares subject to this option were vested as of December 31, 2014. All shares will vest according to the following schedule, provided that the optionee remains in continuous service on each such date: the first 20% of the option shares shall vest upon the completion of twelve months of service measured from the vesting commencement date of February 27, 2014 and (ii) an additional 1/60th of the option shares shall vest upon the optionee's completion of each of the next forty-eight months of service thereafter on the first day of each month. This option will be fully vested on February 1, 2019.(7)98.33% of the shares subject to this option were vested as of December 31, 2014 and the remainder vest in one month on January 1, 2015.(8)20% of the shares subject to this option were vested as of December 31, 2014 and the remainder vest in approximately equal increments on a monthly basis thereafter through December 1, 2018.(9)70% of the shares subject to this option were vested as of December 31, 2014. The options continued to vest in approximately equal increments on a monthly basis thereafter until the end of Mr. Rimac's consulting agreement on February 16, 2015. Mr. Rimac's options granted in November 2011 expire on May 16, 2015, three months after the expiration of his consulting agreement.(10)56.67% of the shares subject to this option were vested as of December 31, 2014. The options continued to vest in approximately equal increments on a monthly basis thereafter until the end of Mr. Rimac's consulting agreement on February 16, 2015. Mr. Rimac's options granted in February 2012 expire on May 16, 2015, three months after the expiration of his consulting agreement.2014.2016. Plan Category 5,367,619 $ 9.49 2,109,775 (2)(3) 115,938 15.16 334,062 Total 5,483,557 $ 9.60 2,443,837 (1) The equity compensation plans approved by security holders are described in Notes 10 and 11 to our financial statements included in our Annual Report on Form 10‑K for the year ended December 31, 2016. (2) Includes 1,576,926 and 532,849 shares of common stock available for issuance under the 2014 Plan and the 2014 Employee Stock Purchase Plan (“ESPP”), respectively, as of December 31, 2016. As of February 15, 2017, a total of 532,849 shares remained available for future issuance under the Employee Stock Purchase Plan. The maximum number of shares subject to purchase rights under the Employee Stock Purchase Plan is a function of stock price and total employee contributions. As such, the company cannot reasonably determine the number of shares subject to purchase rights as of February 15, 2017. (3) The reserve for shares available under the 2014 Plan automatically increase on January 1st each year, beginning in 2015, and for a period of up to 10 years, in an amount equal to 4% of the total number of shares of the Company’s capital stock outstanding on the last day of the preceding fiscal year, or a lesser number of shares as determined by the Board of Directors. The 2014 Plan is also subject to further increases for shares that were subject to outstanding options under the Company’s prior stock plans: the 2007 Plan and the 2002 Plan as of the effective time that thereafter expire, terminate, or otherwise are forfeited or reacquired. (a)
Number of
securities to be
issued upon
exercise of
outstanding stock
options, warrants
and rights (b)
Weighted-average
exercise price of
outstanding stock
options, warrants
and rights (c)
Number of
securities remaining
available for
issuance under
equity compensation
plans (excluding
securities reflected
in column (a)) 4,988,638 (2) $ 6.10 1,834,265 (3)(4) (1)All of our equity compensation plans have been approved by our stockholders. The equity compensation plans are described in Notes 10 and 11 to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2014.(2)As of December 31, 2014, there were 4,981,522 shares of common stock subject to outstanding stock options under the 2014 Plan.(3)Includes 1,584,378 and 249,887 shares of common stock available for issuance under the 2014 Plan and the 2014 Employee Stock Purchase Plan ("ESPP"), respectively, as of December 31, 2014.(4)The reserve for shares available under the 2014 Plan will automatically increase on January 1st each year, beginning in 2015, and for a period of up to 10 years, in an amount equal to 4% of the total number of shares of the Company's capital stock outstanding on the last day of the preceding fiscal year, or a lesser number of shares as determined by the Board of Directors. The 2014 Plan is also subject to further increases for shares that were subject to outstanding options under the Company's prior stock plans: the 2007 Plan and the 2002 Plan as of the effective time that thereafter expire, terminate, or otherwise are forfeited or reacquired."evergreen"“evergreen” provision. Beginning January 1, 2015, and continuing through and including January 1, 2024, the amount of common stock reserved for issuance under the ESPP will increase annually on that date by the lesser of (i) one percent (1%) of the total number of shares of common stock outstanding on such December 31, (ii) 520,000 shares of common stock, or (iii) a number of shares as determined by the Board of Directors prior to the beginning of each year, which shall be the lesser of (i) or (ii) above.(4) Excludes the additional 450,000 shares of common stock issuable under the 2016 Inducement Plan, which increase was approved in January 2017, pursuant to NASDAQ Listing Rule 5635(c)(4). January 31, 2015February 15, 2017, by:•••and warrants that are currently exercisable or exercisable within 60 days after January 31, 2015.February 15, 2017. Shares of our common stock issuable pursuant to stock options and warrants are deemed outstanding for computing the percentage of the person holding such options or warrants and the percentage of any group of which the person is a member but are not deemed outstanding for computing the percentage of any other person. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons named in the table below have sole voting and investment power with respect to all shares of common stock shown that they beneficially own, subject to community property laws where applicable. The information does not necessarily indicate beneficial ownership for any other purpose, including for purposes of Sections 13(d) and 13(g) of the Exchange Act.17,635,90722,208,185 shares of common stock outstanding as of January 31, 2015.February 15, 2017. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Adamas Pharmaceuticals, Inc., 1900 Powell Street, Suite 750, Emeryville, California 94608. Unless otherwise indicated, each person has sole voting and investment power with respect to the shares indicated as beneficially owned.Name of Beneficial Owner Number of Shares Beneficially Owned Percentage of Shares Beneficially Owned 5% Stockholders 4,619,796 20.8 % 2,733,981 12.3 % 2,601,351 11.7 % 1,307,220 5.9 % 1,283,152 5.8 % 1,221,463 5.5 % Named Executive Officers and Directors 1,327,318 5.8 % 16,875 * 69,061 * Michael F. Bigham — * 94,778 * 48,000 * 4,668,796 21.0 % 161,000 * 237,000 1.1 % 156,781 * 6,922,003 29.0 % Number of
Shares
Beneficially
Owned Percentage of
Shares
Beneficially
Owned 4,584,014 25.99 % 2,012,128 11.41 % 1,992,427 11.30 % 1,613,014 9.15 %
2,021,788 10.61 % 373,506 2.07 % 260,000 1.45 % 137,781 * 80,778 * 30,000 * 4,614,014 26.12 % 30,000 * 175,000 * 216,000 1.21 % 8,135,712 39.87 % (1)Includes (i) 4,037,836 shares held of record by MDV VII, L.P., (ii) 25,661 shares held of record by MDV VII Leaders' Fund, L.P., (iii) 6,043 shares held of record by MDV ENF VII(A), L.P., (iv) 3,146 shares held of record by MDV ENF VII(B), L.P., (v) 511,328 shares held of record by MDV IX, L.P. William Ericson and Jonathan Feiber are Managing Members of Ninth MDV Partners, L.L.C., the general partner of MDV IX, L.P., as nominee for MDV IX, L.P., and MDV ENF IX, L.P. Each of William Ericson, Jonathan Feiber, and Ninth MDV Partners, L.L.C. may be deemed to share voting and dispositive power over the shares held by MDV IX, L.P., as nominee for MDV IX, L.P., and MDV ENF IX, L.P. Seventh MDV Partners, L.L.C. is the general partner of MDV VII, L.P. and has sole voting and investment power over the shares. Nancy J. Schoendorf and Mr. Feiber, as managing members of Seventh MDV Partners, L.L.C., share such power. William Ericson, a general partner with Mohr Davidow Ventures and a member of our Board of Directors, may be deemed to indirectly beneficially own the shares affiliated with Mohr Davidow Ventures. The address of these entities is c/o Mohr Davidow Ventures, 3000 Sand Hill Road, Building 3, Suite 290, Menlo Park, CA 94025.(2)Represents 2,012,128 shares held directly by aeris CAPITAL Equity Investments, L.P., or the aeris LP. George Rehm is a Managing Partner of aeris CAPITAL AG, the investment advisor to the aeris LP, and has an economic interest in aeris CAPITAL Equity Ltd., the general partner of the aeris LP, or the aeris GP. By virtue of his economic interest in the aeris GP, Mr. Rehm may be deemed to indirectly beneficially own the shares affiliated with aeris CAPITAL Equity Investments, L.P. The address of aeris CAPITAL Equity Investments, L.P. is c/o Avalon Management Ltd, Landmark Square, 1st Floor, P.O. Box 715, Grand Cayman, E9 KY1-1107.(3)Represents 1,992,427 shares held directly by FMR LLC. Edward Johnson and Abigail Johnson are Chairman and Vice Chairman/CEO, respectively, of FMR LLC and share voting and investment power over these shares. Select Biotechnology Portfolio is a fund of FMR LLC and shares partial voting and investment power over these shares. The address for FMR LLC is 245 Summer Street, Boston, MA 02210.(4)Includes (i) 1,473,038 shares held of record by DAG Ventures III-QP, L.P., (ii) 138,544 shares held of record by DAG Ventures III, L.P. and (iii) 1,432 shares held of record by DAG Ventures GP Fund III, LLC (collectively, DAG Ventures). DAG Ventures Management III, LLC is the sole general partner of each of DAG Ventures III-QP, L.P. and DAG Ventures III L.P., and is the sole managing member of DAG Ventures GP Fund III LLC. John Caddedu and Thomas Goodrich are the managing members of DAG Ventures Management III, LLC, and share voting and investment power over these shares. The address for the entities affiliated with DAG Ventures is 251 Lytton Avenue, Suite 200, Palo Alto, CA 94301.(5)Represents (i) 593,780 shares held in irrevocable trusts for which Dr. Went and his wife are trustees or custodial arrangements for which Dr. Went is custodian for the benefit of Dr. Went's children, (ii)(a) 8 shares held directly by Dr. Went and (b) 1,428,000 shares issuable pursuant to stock options exercisable within 60 days after January 31, 2015.(6)Represents 840 shares held directly by Dr. McClure and 372,666 shares issuable pursuant to stock options exercisable within 60 days after January 31, 2015.(7)Represents 260,000 shares issuable pursuant to stock options exercisable within 60 days after January 31, 2015.(8)Represents 23,821 shares held directly by Mr. Mahoney, 2,628 shares held by David L. Mahoney + Winnifred C. Ellis 1998 Family Trust and 111,332 shares issuable pursuant to stock options exercisable within 60 days after January 31, 2015.(9)Represents 50,778 shares held directly by Mr. Booth and 30,000 shares issuable pursuant to stock options exercisable within 60 days after January 31, 2015.(10)Represents 13,000 shares held by Martha J. Demski Trust U/D/T 10/1/1994, Martha J. Demski Trustee and 17,000 shares issuable pursuant to stock options exercisable within 60 days after January 31, 201526(11)Includes 30,000 shares issuable pursuant to stock options exercisable within 60 days after January 31, 2015. William Ericson is a general partner with Mohr Davidow Ventures and may be deemed to indirectly beneficially own the shares affiliated with Mohr Davidow Ventures. Mr. Ericson disclaims beneficial ownership thereof except to the extent of his respective proportionate pecuniary interest in such shares.(12)Represents 30,000 shares issuable pursuant to stock options exercisable within 60 days after January 31, 2015.(13)Represents 16,000 shares held by Ivan Lieberburg and Janice Kirsch as Community Property with Right of Survivorship, over which Mr. Lieberburg shares voting and dispositive power, 81,000 shares held directly by Mr. Lieberburg and 78,000 shares issuable pursuant to stock options exercisable within 60 days after January 31, 2015.(14)Represents 216,000 shares issuable pursuant to stock options exercisable within 60 days after January 31, 2015.(15)Represents 783,284 shares held by our current directors and executive officers, 2,768,414 shares issuable pursuant to stock options exercisable within 60 days after January 31, 2015 and 4,584,014 shares held by entities affiliated with certain of our directors.(1) Includes (i) 4,331,804 shares held of record by MDV VII, L.P. and (ii) 287,992 shares held of record by MDV IX, L.P. Each of MDV VII, L.P., MDV VII Leaders’ Fund, L.P., MDV ENF VII(A), L.P., MDV ENF VII(B), L.P., MDV IX, L.P., MDV ENF IX, L.P., Seventh MDV Partners, L.L.C., Ninth MDV Partners, L.L.C., Jonathan Feiber, Nancy Schoendorf, and William Ericson are members of a group and may be deemed to beneficially own these shares. William Ericson, a general partner with Mohr Davidow Ventures and a member of our Board of Directors, may be deemed to indirectly beneficially own the shares affiliated with Mohr Davidow Ventures. The address of these entities is 777 Mariners Island Blvd, Suite 550, San Mateo, CA 94404. The foregoing information is based solely on a Schedule 13D/A filed with the SEC on February 10, 2017, which provides information only as of September 14, 2016, and, consequently, the beneficial ownership of these reporting persons may have changed between September 14, 2016, and February 15, 2017. (2) FMR LLC and Abigail Johnson, Director, Vice Chairman, Chief Executive Officer, and President of FMR LLC, have sole investment power over these shares. Select Biotechnology Portfolio has shared voting power over 1,823,733 of these shares. The address of these entities is 245 Summer Street, Boston, MA 02210. The foregoing information is based solely on a Schedule 13G/A filed with the SEC on February 14, 2017, which provides information only as of December 31, 2016, and, consequently, the beneficial ownership of these reporting persons may have changed between December 31, 2016, and February 15, 2017. (3) (4) Bow Street, LLC is the investment manager of funds that collectively hold these shares. Mr. A. Akiva Katz and Mr. Howard Shainker are the Managing Partners of Bow Street, LLC, and share voting and investment power over these shares. The address of these entities is 1140 Avenue of the Americas, 9th Floor, New York, NY 10036. The foregoing information is based solely on a Schedule 13G/A filed with the SEC on February 6, 2017, which provides information only as of December 31, 2016, and, consequently, the beneficial ownership of these reporting persons may have changed between December 31, 2016, and February 15, 2017. (5) BlackRock, Inc.has sole voting power over 1,262,836 of these shares, and sole investment power over all of these shares. The address of this entity is 55 East 52nd Street, New York, NY 10055. The foregoing information is based solely on a Schedule 13G filed with the SEC on January 30, 2017, which provides information only as of December 31, 2016, and, consequently, the beneficial ownership of these reporting persons may have changed between December 31, 2016, and February 15, 2017 (6) Includes 1,221,463 shares held of record by Brenner West Capital Advisors, LP. Mr. Craig Nerenberg and Mr. Josh Kaufman are the Managing Members of Brenner West Capital Advisors, LP, and share voting and investment power over these shares. The address of these entities is 500 Fifth Avenue, 41st Floor, New York, NY 10110. The foregoing information is based solely on a Schedule 13G/A filed with the SEC on February 14, 2017, which provides information only as of December 31, 2016, and, consequently, the beneficial ownership of these reporting persons may have changed between December 31, 2016, and February 15, 2017 (7) Consists of (i) 195,392 shares held in a living trust for which Dr. Went and Marjorie Went are trustees, (ii) 160,000 shares held in irrevocable trusts for which Dr. Went and Marjorie Went are trustees for the benefit of their children, (iii) 117,458 shares held directly by Dr. Went and (iv) 854,468 shares issuable pursuant to stock options exercisable within 60 days after February 15, 2017. (8) Consists solely of shares issuable pursuant to stock options exercisable within 60 days after February 15, 2017. (9) Consists solely of shares issuable pursuant to stock options exercisable within 60 days after February 15, 2017. (10) Consists of 45,778 shares held directly by Mr. Booth and 49,000 shares issuable pursuant to stock options exercisable within 60 days after February 15, 2017. (11) Consists of 13,000 shares held by Martha J. Demski Trust U/D/T 10/1/1994, Martha J. Demski Trustee and 35,000 shares issuable pursuant to stock options exercisable within 60 days after February 15, 2017. (12) Includes 49,000 shares issuable pursuant to stock options exercisable within 60 days after February 15, 2017. William Ericson is a general partner with Mohr Davidow Ventures and may be deemed to indirectly beneficially own the shares affiliated with Mohr Davidow Ventures. Mr. Ericson disclaims beneficial ownership thereof except to the extent of his respective proportionate pecuniary interest in such shares. (13) Consists of (i) 16,000 shares held by Ivan Lieberburg and Janice Kirsch as Community Property with Right of Survivorship, over which Dr. Lieberburg shares voting and dispositive power, (ii) 48,000 shares held directly by Dr. Lieberburg, and (iii) 97,000 shares issuable pursuant to stock options exercisable within 60 days after February 15, 2017. (14) Consists solely of shares issuable pursuant to stock options exercisable within 60 days after February 15, 2017. (15) Consists of (i) 23,821 shares held directly by Mr. Mahoney, (ii) 2,628 shares held by David L. Mahoney & Winnifred C. Ellis 1998 Family Trust, and (iii) 130,332 shares issuable pursuant to stock options exercisable within 60 days after February 15, 2017. (16) Consists of 622,077 shares held by our directors and executive officers, 1,680,130 shares issuable pursuant to stock options exercisable within 60 days after February 15, 2017 and 4,619,796 shares held by entities affiliated with certain of our directors, all as of February 15, 2017. Company'sCompany’s directors and executive officers, and persons who own more than 10% of a registered class of the Company'sCompany’s equity securities, to file with the U.S. Securities and Exchange Commission, or SEC, initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers, directors and greater than 10% stockholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.Company'sCompany’s knowledge, based solely on a review of the copies of such reports furnished to the Company and written representations that no other reports were required, during the year ended December 31, 2014,2016, all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with."householding"“householding” that permit companies and intermediaries (such as brokers) to deliver one set of proxy materials to multiple stockholders residing at the same address. This process enables us to reduce our printing and distribution costs, and reduce our environmental impact. Householding is available to both registered stockholders and beneficial owners of shares held in street name.Company'sCompany’s Corporate Secretary by telephone at 510-450-3500510‑450‑3500 or by mail at 1900 Powell Street, Suite 750 Emeryville, California 94608.20142016 Annual Report to Stockholders, which includes our Annual Report on Form 10-K10‑K for the fiscal year ended December 31, 2014,2016, or the Form 10-K.10‑K. The Form 10-K10‑K includes our audited financial statements. We have filed the Form 10-K10‑K with the SEC, and it is available free of charge at the SEC'sSEC’s website atwww.sec.gov and on our website atwww.adamaspharma.com. In addition, upon written request to the Company'sCompany’s Corporate Secretary at 1900 Powell Street, Suite 750, Emeryville, California 94608, we will mail to you free of charge a paper copy of our Form 10-K,10‑K, including the financial statements and the financial statement schedules.2015Annual2017 Annual Meeting other than the matters described in this proxy statement. If other matters are properly brought before the 20152017 Annual Meeting, then proxies will be voted in accordance with the recommendation of the Board of Directors or, in the absence of such a recommendation, in accordance with the best judgment of the proxy holder. By Order of the Board of Directors:
Grace U. ShinCorporate SecretaryEmeryville, California March 30, 2015
April 18, 2017 
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. Date Signature (Joint Owners) Date Signature [PLEASE SIGN WITHIN BOX] VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. ADAMAS PHARMACEUTICALS, INC. 1900 POWELL STREET, SUITE 750 EMERYVILLE, CA 94608 M87684-P62253 To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. ADAMAS PHARMACEUTICALS, INC. For All Except Withhold All For All The Board of Directors recommends you vote FOR the following Class I Directors: ! ! ! 1. Election of Directors Nominees: 01) William Ericson 02) Martha Demski 03) Ivan Lieberburg MD Ph.D Against For Abstain The Board of Directors recommends you vote FOR the following proposal: ! ! ! 2. To ratify the selection of PricewaterhouseCoopers, LLC as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2015. NOTE: To transact such other business as may properly come before the 2015 Annual Meeting or any adjournment or postponement thereof. ! For address change/comments, mark here. (see reverse for instructions) ! ! Please indicate if you plan to attend this meeting. Yes No Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report to Stockholders (with Form 10-K) are available at www.proxyvote.com. M87685-P62253 ADAMAS PHARMACEUTICALS, INC. ANNUAL MEETING OF STOCKHOLDERS May 14, 2015 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The stockholders hereby appoint Gregory Went, William Dawson and Grace Shin, and each of them, as proxies, each with the power to appoint his or her substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of ADAMAS PHARMACEUTICALS, INC., that the stockholders are entitled to vote at the Annual Meeting of Stockholders to be held at 8:00 a.m., Pacific Time, on May 14, 2015 at the Hilton Garden Inn, 1800 Powell Street, Emeryville, CA 94608 and any adjournment or postponement thereof. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO SUCH DIRECTION IS MADE, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS. Address Change/Comments: (If you noted any Address Changes and/or Comments above, please mark corresponding box on the reverse side.) Continued and to be signed on reverse side
