UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant  o

Check the appropriate box:

Ekso Bionics Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

EKSO BIONICS HOLDINGS, INC.

1414 Harbour Way South, Suite 1201
Richmond, California 94804

NOTICE OF 2017 SPECIAL2019 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 21, 2017

NOTICE IS HEREBY GIVEN that a special meetingthe 2019 Annual Meeting of stockholdersStockholders (the “Meeting”) of Ekso Bionics Holdings, Inc., a Nevada corporation (the “Company”), will be held at the offices of the Company at 1414 Harbour Way South, Suite 1201, Richmond, California 94804 on Thursday, December 21, 2017June 20, 2019 at 8:30 a.m., local time,PDT, for the purpose of considering and voting upon the following matters:

The Board of Directors of the Company has fixed the close of business on November 16, 2017April 22, 2019 as the record date for the determination of stockholders entitled to notice of and to vote at the special meetingMeeting or any adjournment or postponement thereof.

We have elected to provide our proxy materials over the Internet under the Securities and Exchange Commission’s “notice and access” rules, which allows us to conserve natural resources and reduce our printing and mailing costs related to the Meeting. On or about May 3, 2019, we will mail to our stockholders of record as of April 22, 2019 a notice containing instructions on how to access our proxy statement and annual report on the Internet and also how to vote their shares. If you received a notice by mail you will not receive a printed copy of the proxy materials unless you specifically request them. Both the notice and this Proxy Statement contain instructions on how you can request a paper copy of the proxy statement and annual report.

If you would like to attend the Meeting and your shares are held by a broker, bank or other nominee, you must bring to the Meeting a recent brokerage statement or a letter from the nominee confirming your beneficial ownership of such shares. You must also bring a form of personal identification. In order to vote your shares at the Meeting, you must obtain from the nominee a proxy issued in your name.

Your vote is important. Whether or not you plan to attend the special meeting we hope you will vote as soon as possible. Please refer to the section entitled “Important Information About the Special Meeting —- How Do I Vote?” on page 23 of thisthe proxy statement for a description of how to vote in advance of the meeting.

By Order of the Board of Directors,

Thomas Looby
President and Chief Executive Officer

Richmond, California
November 24, 2017April 30, 2019

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 21, 2017:JUNE 20, 2019: THE NOTICE OF MEETING AND PROXY STATEMENT ARE AVAILABLE AT WWW.PROXYVOTE.COM. WWW.PROXYVOTE.COM.

EKSO BIONICS HOLDINGS, INC.

1414 Harbour Way South, Suite 1201
Richmond, California 94804

PROXY STATEMENT
Special2019 Annual Meeting of Stockholders
To Be Held On December 21, 2017

This Proxy Statement and a Proxy Card have beenis furnished to you in connection with the solicitation of proxies by the Board of Directors of Ekso Bionics Holdings, Inc., a Nevada corporation (the “Company”), for use at the special meeting2019 Annual Meeting of stockholdersStockholders to be held on Thursday, December 21, 2017,June 20, 2019, at 8:30 a.m., local time,PDT, at the offices of the Company at 1414 Harbour Way South, Suite 1201, Richmond, California, and at any adjournment or postponement thereof (the “Special Meeting”“Meeting”). All proxiesA Notice of Internet Availability of Proxy Materials has been mailed to our stockholders of record as of April 22, 2019 (the “Record Date”). The Notice of Meeting, this Proxy Statement, the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 (“Annual Report”) and a form of proxy card (“Proxy Card”) are being provided electronically to our stockholders of record as of the Record Date. A copy of this Proxy Statement, the Annual Report and a form of Proxy Card will be voted in accordance withmailed to any stockholder who requests paper or e-mail copies until the instructions contained in those proxies. If no choice is specified, the proxies will be voted in favorone-year anniversary of the matters set forth in the accompanying Notice of Special Meeting of Stockholders.Meeting. Unless the context otherwise requires, references to the “Company,” “we,” “us,” and “our” refer to Ekso Bionics Holdings, Inc.

We are mailing the Notice of Meeting and Proxy Statement to our stockholders of record as of November 16, 2017 (the “Record Date”), for the first time on or about November 24, 2017.

IMPORTANT INFORMATION ABOUT THE SPECIALANNUAL MEETING AND VOTING

Why am I receiving access to these proxy materials?

We are providing these proxy materials to you in connection with the solicitation by our Board of Directors of proxies to be voted at the Special Meeting.Meeting to be held on June 20, 2019, at 8:30 a.m., local time, at the offices of the Company at 1414 Harbour Way South, Suite 1201, Richmond, California. As a stockholder of record or beneficial owner of shares of the Company at the close of business on the Record Date, you are invited to attend our Special Meeting and are entitled and requested to vote on the proposals described in this Proxy Statement. You are strongly encouraged to read this Proxy Statement and the Annual Report, which includesinclude information that you may find useful in determining how to vote.

What proposals will be voted on atis the Specialpurpose of the Meeting?

At the Special Meeting, our stockholders will consider and vote upon the following matters:

Proposal One:  To approve an amendmentMembers of our Board of Directors and management and representatives of OUM & Co., LLP, our independent registered public accounting firm will be present at the Meeting to our Articles of Incorporationrespond to increase the total number of authorized shares of common stockappropriate questions from 71,428,571 shares to 141,428,571 shares (the “Authorized Share Increase Proposal”);stockholders.

Proposal Two:  Contingent upon the approvalWhy did I receive a Notice of Internet Availability of Proxy Materials instead of a paper copy of the Authorized Share Increase Proposal,proxy materials?

The Securities and Exchange Commission (“SEC”) rules allow us to approve an amendmentfurnish our proxy materials via the internet. Accordingly, we sent to all of our Amended and Restated 2014 Equity Incentive Planstockholders a Notice of Internet Availability of Proxy Materials for the Meeting. Instructions on how to increaseaccess the number of shares availableproxy materials for grant from 4,714,285 sharesthe Meeting via the internet or to 9,114,285 shares (the “Plan Increase Proposal”); andrequest a

paper or e-mail copy can be found in the event that there are not sufficient votesNotice of Internet Availability of Proxy Materials. In addition, stockholders may request to receive proxy materials in printed form by mail or in electronic form via e-mail on an ongoing basis by submitting a request to us at sendmaterial@proxyvote.com. A stockholder’s election to receive proxy materials by mail or e-mail will remain in effect until the time of the Special Meeting to approve the Authorized Share Increase Proposal (the “Adjournment Proposal”).stockholder terminates it.

We will also consider and vote upon any other business properly brought before the Special Meeting.

Who is entitled to vote at the Special Meeting?

Only common stockholders as of the close of business on the Record Date are entitled to notice of and to vote at the Special Meeting. As of the Record Date, there were issued and outstanding and entitled to vote 59,903,87667,669,227 shares of common stock, $0.001 par value per share.

What are the voting rights of the holders of common stock?

Each outstanding share of our common stock will be entitled to one vote on each of the proposals presented at the Special Meeting.

Who can attend the Special Meeting?

All of our stockholders as of the Record Date may attend the Special Meeting.

How do I vote?

Stockholders of Record: If on the Record Date you are thea registered stockholder of record,common stock, meaning that you hold your shares in certificate form or through an account with our transfer agent, Vstock Transfer, LLC, you would have received the Notice of Internet Availability of Proxy Materials directly from Broadridge. If you wish to vote prior to the Meeting, you may vote:vote over the Internet, by telephone, by mail or in person at the Meeting as follows:

Beneficial Owners of Shares Held in Street Name: If on the Record Date your shares are held in street name,, these proxy materials are the Notice of Internet Availability of Proxy Materials is being forwarded to you by or on behalf of your bank, broker or other nominee. If you receivedwish to vote prior to the proxy materials directly from

It is therefore important that you provide instructions to your bank broker or other holder of recordbroker so that your votesshares are counted.voted accordingly.

Can I change my vote after I submit my proxy?

Yes. YouYes, you can revoke your proxy at any time before the final vote at the Special Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of threefour ways:

If your shares are held in street name, you should contact your bank, broker or other nominee to revoke your proxy or, if you have obtained a legal proxy from your bank, broker or other nominee giving you the right to vote your shares at the Special Meeting, you may change your vote by attending the Special Meeting and voting in person.

How does the Board of Directors recommend I vote on the proposals?

Our Board of Directors recommends that you vote:

For a more detailed discussion of why you should vote “FOR” Proposal One, Proposal Two, Proposal Three and Proposal Three,Four, see “Proposal One: Amendment to the ArticlesOne – Election of Incorporation,Directors,” “Proposal Two:Two – Amendment to the Amended and Restated 2014 Equity Incentive Plan,” “Proposal Three – Non-Binding, Advisory Vote to Approve Compensation of Named Executive Officers” and “Proposal Three: GrantFour – Ratification of Discretionary Authority to Adjourn the Special Meeting if Necessary.Appointment of Independent Auditors,” respectively.

Will any other business be conducted at the Special Meeting?

We know of no other business that will be presented at the Special Meeting. However, if any other matter properly comes before the stockholders for a vote at the Special Meeting, the proxy holders will vote your shares in accordance with their best judgment.

What votes are necessary to approve each of the proposals?

Authorized Share Increase Proposal 1 − Election of Directors. .The affirmative vote of a majorityplurality of shares outstandingthe votes cast by the holders of common stock is required to approveelect the amendmentnominees for director. If you vote “Withhold” with respect to one or more nominees, your shares will not be voted with respect to the Articles of Incorporation to increase the total number of authorized

Proposal 4 − Ratification of Appointment of OUM & Co., LLP. The affirmative vote of a “broker non-vote”?

A “broker non-vote” occurs when a broker submits a proxy that does not indicate a vote for one or moremajority of the proposals becausevotes cast by the broker has not received instructions fromholders of common stock is required to ratify the beneficial owner on how to vote on such proposals and does not have discretionary authority to vote inappointment of OUM & Co., LLP as our independent auditors for the absence of instructions. Brokers have discretionary authority to vote on matters that are deemed “routine,” but brokers do not have discretionary authority to vote on matters that are deemed “non-routine,” such as the Authorized Share Increase Proposal, the Plan Increase Proposal or the Adjournment Proposal.

If you do not give your broker specific instructions, your shares will not be voted on the proposals. Your failure to give your broker specific instructions will have the same effect as a vote against the Authorized Share Increase Proposal, butyear ending December 31, 2019. Abstentions will have no effect on the Plan Increase Proposaloutcome of this proposal. As this proposal is a “routine” item, if you hold your shares through a bank or a broker and you do not provide instructions to your bank or broker, we believe that your bank or broker will cast a Broker Discretionary Vote in favor of this proposal.

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

If a nominee is unable to stand for election, our Board of Directors may either reduce the Adjournment Proposal. You should follownumber of directors to be elected or select a substitute nominee. If a substitute nominee is selected, the directions provided by your broker regarding how to instruct your broker toproxy holders will vote your shares.shares for the substitute nominee, unless you have voted “Withhold” with respect to the original nominee.

SunPower Corp (Nasdaq: SPWR), where he was responsible for all aspects of SunPower’s PV modules and residential, commercial and utility PV systems. Prior to this role, from 2009 to 2011, Mr. Peurach served as Executive Vice President, Research and Development for SunPower, where he led the research and development efforts of the PV Cells, Modules and Systems. From 2008 to 2009, Mr. Peurach was the Vice President of the Advanced Product Development Group, and from 2007 to 2008, Mr. Peurach was the Senior Director of Product Development at SunPower. Prior to SunPower’s acquisition of PowerLight in 2007, Mr. Peurach served as PowerLight’s Vice President of Product Development. Earlier in his career, Mr. Peurach was a strategy consultant for Mercer Management Consulting and director of engineering at Berkeley Process Control, Inc. Mr. Peurach also serves as a director of MyCore Health, Inc. Mr. Peurach holds a Bachelor of Science degree in Mechanical Engineering from Michigan State University, a Master of Science degree in Mechanical Engineering from the University of California, Berkeley, and a Master of Business Administration, Finance and Entrepreneurship from the Wharton School, University of Pennsylvania. Our Board of Directors has concluded that Mr. Peurach is well-qualified to serve as President and Chief Executive Officer and on our Board of Directors because of his extensive experience in leadership and management roles at various companies, and because of his in-depth knowledge of the Company.

Ted Wang, Ph.D. is a member of Board of Directors. He has served on our Board of Directors since September 2017. Dr. Wang has served as the Chief Investment Officer of Puissance Capital Management LP (“Puissance Capital”), of which he was a founder, since January 2015. Prior to that, Dr. Wang was a Partner of Goldman, Sachs & Co. (“Goldman”), which he joined in 1996 and with which he served in many leadership positions, mostly recently as Co-Head of U.S. Equities Trading and Global Co-Head of One Delta Trading and a member of the Goldman Sachs Risk Committee. Prior to joining Goldman, Dr. Wang co-founded Xeotron Corp., a company specializing in DNA biochips in Texas. Mr. Stern is currently a director at the following public companies: Bellerophon Therapeutics, Inc., ViewRay, Inc., Tracon Pharmaceuticals, Inc. and Fiduciary Trust Company International. Dr. Wang holds a Ph.D. in Physics from the University of Minnesota, an M.B.A. from the University of Texas, Austin, and a B.S. from Fudan University, China. Our Board of Directors has concluded that Dr. Wang is well-qualified to serve on our Board of Directors and has the requisite qualifications, skills and perspectives based on, among other factors, his extensive business and corporate governance experience and his financial and investment expertise.

Marilyn Hamilton is a member of our Board of Directors and serves on the Compensation Committee of our Board of Directors. She has served on our Board of Directors since January 2014 and served on the board of directors of Ekso Bionics, Inc. from September 2011 until January 2011. In 2009, Ms. Hamilton founded StimDesigns LLC, a neurotechnology company that develops devices and distributes Galileo neuromuscular stimulation devices for rehabilitation/fitness and has served as CEO from 2009 to present. In 2007, Ms. Hamilton launched Envision, a professional speaking and medical business consulting company, and has served as its CEO from 2007 to present. Prior to this role, Ms. Hamilton co-founded Motion Designs Inc. in 1979, a manufacturing and marketing company that pioneered innovative custom, ultra-lightweight Quickie wheelchairs that revolutionized the industry. She served in various executive roles in sales, marketing and product development at Motion Designs Inc. until it was sold ultimately to Sunrise Medical Inc., where Ms. Hamilton served as Global VP. In 1990, Ms. Hamilton founded Winners on Wheels, a coed-scouting program for children in wheelchairs. In 2003, she co-founded Discovery through Design and served as Chairwoman, raising awareness and funds for spinal cord injury research and women’s health. For nine years, from 1994 to 2002, she served as a founding board member and currently serves as emeritus board member of The California Endowment. For four years, from 2010 to 2014, she has served as an advisory board member of the National Center for Medical Rehabilitation Research at the National Institute of Health. Since 1993, Ms. Hamilton has been a member of The Committee of 200 business women whose mission is to foster, celebrate and advance women’s leadership in private and public companies. Ms. Hamilton holds a Bachelor of Science in Education and Secondary Teaching Credential from California Polytechnic State University, San Luis Obispo. Our Board of Directors has concluded that Ms. Hamilton is well-qualified to serve on our Board of Directors and has the requisite qualifications, skills and perspectives based on, among other factors, her 35 years of leadership expertise in business, the medical rehab industry, and her dedication to, and organizational and governance experience gained from, not-for-profit service.

Charles Li, Ph.D. is a member of our Board of Directors and serves on the Audit Committee and the Nominating and Corporate Governance Committee of our Board of Directors. He has served on our Board of Directors since March 2018. Dr. Li has been a senior analyst at Puissance Capital since 2015 and has been

involved in many of Puissance Capital’s investments. Prior to joining Puissance Capital, Dr. Li worked as a Research Assistant at Harvard University from 2011 to 2015. Dr. Li also worked as an analyst at Fosun Capital in 2009 and at Harvest Fund in 2010. Dr. Li received his Ph.D. from the John A. Paulson School of Engineering and Applied Sciences from Harvard University, and a B.S. and B.A. from Xi’an Jiaotong University in Xi’an, China. Our Board of Directors has concluded that Dr. Li’s extensive experience with technology related companies and his financial and business experience qualify him to serve as a director.

Stanley Stern is a member of our Board of Directors and serves as the Chair of the Audit Committee of our Board of Directors. He has served on our Board of Directors since December 2014. He currently is Managing Partner of Alnitak Capital, which he founded in 2013 to provide Board level strategic advisory services, primarily in technology related industries. Before founding Alnitak, Mr. Stern was a Managing Director at Oppenheimer & Co. from 1982 to 2000 and from 2004 to 2013, where, among other positions, he led the firm’s investment banking department and technology investment banking groups. Mr. Stern also held roles at Salomon Brothers, STI Ventures and C.E. Unterberg. Mr. Stern is currently the Chairman of the Board of Audiocodes Inc., a leader in VOIP infrastructure equipment, a member of the board of directors and Chairman of the Audit Committee of Foamix, Inc., the Chairman of the Board of Sodastream, the global leader of at home beverage makers, a Board member of Ormat Technologies, a global leader in geothermal energy and a Board member of Tigo Energy, a solar energy equipment supplier. Previously, Mr. Stern was a member of the board of directors of Given Imaging, a member of the board of directors of Fundtech Inc., and chairman of the board of directors of Tucows, Inc. Mr. Stern holds a Bachelor of Arts in Economics and Accounting from City University of New York, Queens College, and a Master of Business Administration from Harvard University. Our Board of Directors has concluded that Mr. Stern is well-qualified to serve on our Board of Directors because of his extensive business and finance experience, particularly in technology related industries, and his service as a director of a number of public companies.

Thomas A. Schreck is a member of our Board of Directors and serves as a member of the Audit Committee of our Board of Directors and as the Chair of each of the Compensation Committee and Nominating and Governance Committee of our Board of Directors. Mr. Schreck has served as a member of our Board of Directors since October 30, 2018. Since June 2010, Mr. Schreck has served as the co-founder, Vice Chairman and Chief Executive Officer of Sinusys Corp., a medical device company. From July 2005 to June 2010, Mr. Schreck served as the co-founder, Chairman of the Board and Chief Executive Officer of AcelRx Pharmaceuticals, Inc., a specialty pharmaceutical company listed on the Nasdaq Stock Market. Prior to July 2005, Mr. Schreck served as a founding President, and then Chief Financial Officer and a director of DURECT Corporation, a specialty pharmaceutical company he co-founded in June 1998. Prior to 1998, Mr. Schreck held various investment banking positions in the San Francisco Bay Area and London, including with Montgomery Securities and Manufacturers Hanover Limited. Mr. Schreck holds a B.A. in American Studies from Williams College.

Executive Officers(Who are not also Directors)

John F. Glenn is our Chief Financial Officer and Secretary, and he has served in that position since August 13, 2018. Mr. Glenn brings 25 years of financial leadership experience in public and private companies in the life sciences industry. Prior to joining us, Mr. Glenn was a consultant to biotechnology and medical device companies. From 2016 to 2017, Mr. Glenn served as the Chief Financial Officer of Sonendo Inc., a privately held, venture-backed company developing technology for dental root canal therapy. From 2015 to 2016, Mr. Glenn served as the Chief Financial Officer of Armetheon, Inc., a privately held biopharmaceutical company. From January 2008 to January 2014, Mr. Glenn served as the Chief Financial Officer of Solta Medical, Inc., where he assisted in the strategic acquisition by Valeant Pharmaceuticals International, Inc. of this then-Nasdaq-listed company that designed, developed, manufactured and marketed energy-based medical device systems for aesthetic applications. Mr. Glenn holds a Bachelor of Science degree in Business Administration from the University of Nevada and from the University of Santa Clara, a Master of Business Administration.

Jason C. Jones is our Vice President of Product Development. Mr. Jones brings over 20 years of experience in product development, operations, and finance in a wide range of industries. Since October 2018, Mr. Jones has led our Engineering and Product Management groups with an emphasis on extending our market leading position in both medical and industrial markets. Prior to joining us, from 2010 to 2018, Mr. Jones served as Founder and Principal at Berkeley Renewables LLC, a contract product development consulting firm focused on novel monitoring and control systems primarily for the solar industry. In 2007, Mr. Jones co-founded, operated, and

ultimately sold Tilt Solar LLC, a startup that developed technology and equipment for the solar industry. As a result of the Tilt Solar sale, Mr. Jones served as Product Line Manager for Utilities at SunPower Corporation until 2010. From 2004 to 2013, Mr. Jones also spent a total of five years working as an Equity Research Analyst in the technology sector at multiple investment banks, including Bank of America and Citadel Securities. In his early career, Mr. Jones worked as a Systems Engineer in industrial automation and robotics. Mr. Jones holds a Bachelor of Science degree in Mechanical Engineering from the University of California, Berkeley, a Master of Science degree in Mechanical Engineering from the University of California, Berkeley, and a Master of Business Administration, with an emphasis on finance and entrepreneurship, from the Haas School of Business at the University of California, Berkeley.

Board Committees

Our Board of Directors has established three standing committees – Audit, Compensation, and Nominating and Governance. Each Committee operates under a charter that has been approved by our Board of Directors. Current copies of the charters of the Audit, Compensation and Nominating and Governance Committees are posted in the Corporate Governance section of our website at www.eksobionics.com.

Audit Committee

The Audit Committee’s responsibilities include:

The members of the Audit Committee are Messrs. Stern (Chairman), Li and Schreck. Our Board of Directors has determined that all members of the Audit Committee are independent, as determined under Rule 10A-3 promulgated under the Exchange Act and as independence for audit committee members is defined by the Nasdaq Marketplace Rules. Our Board of Directors has determined that Mr. Stern is an “audit committee financial expert” within the meaning of Item 407(d)(5) of Regulation S-K. The Audit Committee met six times and acted by unanimous written consent once during 2018.

Compensation Committee

The Compensation Committee’s responsibilities include:

The members of the Compensation Committee are Mr. Schreck (Chairman) and Ms. Hamilton. Each of Mr. Shreck and Ms. Hamilton is independent as defined under the Nasdaq Marketplace Rules. The Compensation Committee met eleven times and acted by unanimous written consent three times during 2018.

Our Compensation Committee is responsible for reviewing and approving (or, when the Compensation Committee deems it appropriate, recommending for approval by our Board of Directors) the compensation of our Chief Executive Officer and our other executive officers, including salary, annual cash incentive compensation and long-term equity compensation. The Compensation Committee also periodically reviews and makes recommendations to our Board of Directors with respect to director compensation. If the Compensation Committee deems it appropriate, it may delegate any of its responsibilities to one or more Compensation Committee subcommittees.

The Compensation Committee meets regularly without the presence of executive officers, and in all cases the Chief Executive Officer and any other such officers are not present at meetings at which their compensation is determined. The Compensation Committee may invite the Chief Executive Officer to be present during the approval of, or deliberations with respect to, other executive officer compensation.

The Compensation Committee may, in its sole discretion, retain or obtain the advice of one or more compensation consultants. Our Compensation Committee engaged Aon Consulting, Inc., through its Radford subdivision (“Radford”), as its independent compensation consultant to assist the Compensation Committee in adapting our 2018 executive compensation program to market practices as well as to assist with developing and adjusting our 2018 director compensation program by, among other things, analyzing our cash and equity compensation as compared with that of companies in our approved peer group. Radford was engaged by and reported solely to the Compensation Committee, and the Compensation Committee had the sole authority to approve the terms of the engagement. Radford did not provide any services to the Company in 2018 other than the executive compensation consulting services provided to the Compensation Committee. Before engaging Radford, the Compensation Committee determined that Radford is independent, after taking into account all relevant factors, including the factors set forth in Rule 10C-1 of the Exchange Act and Nasdaq Marketplace Rule 5605(d)(3).

Although our Compensation Committee considers the advice and recommendations of consultants as to equity grants and other components of our executive compensation program, our Compensation Committee ultimately makes the decision about these matters. In the future, we expect that our Compensation Committee will continue to engage independent compensation consultants to provide additional guidance on our executive compensation programs.

Nominating and Governance Committee

The Nominating and Governance Committee’s responsibilities include:

The members of the Nominating Committee are Mr. Shreck (Chairman) and Dr. Li. Each of Mr. Shreck and Dr. Li is an independent director as defined under the Nasdaq Marketplace Rules. The Nominating and Governance Committee did not hold in-person meetings during 2018, and it acted by unanimous written consent two times during 2018.

Director Nominations

The process followed by the Nominating and Governance Committee to identify and evaluate director candidates includes requests to Board members and others for recommendations, evaluation of the performance on our Board of any existing directors being considered for nomination, meetings from time to time to evaluate biographical information and background material relating to potential candidates and interviews of selected candidates by members of the Nominating and Governance Committee and our Board of Directors.

In considering whether to recommend any particular candidates for inclusion in the slate of director nominees recommended by our Board of Directors, the Nominating and Governance Committee will apply the criteria set forth in our Corporate Governance Guidelines. These criteria include the candidate’s integrity, business acumen, knowledge of our business and industry, experience, diligence, lack of conflicts of interest and the ability to act in the interests of all stockholders. The Nominating and Governance Committee will consider the value of diversity in the director nomination process. The Committee does not assign specific weights to particular criteria, and no particular criterion is a prerequisite for each prospective nominee. We believe that the backgrounds and qualifications of its directors, considered as a group, should provide a significant breadth of experience, knowledge and abilities that will allow our Board of Directors to fulfill its responsibilities.

Stockholders may recommend individuals to the Nominating and Governance Committee for consideration as potential director candidates by submitting their names to the Nominating and Governance Committee, c/o Corporate Secretary, 1414 Harbour Way South, Suite 1201, Richmond, California 94804. The Nominating and Governance Committee will evaluate stockholder-recommended candidates by following substantially the same process, and applying the same criteria, as it follows for candidates submitted by others. If our Board of Directors determines to nominate a stockholder-recommended candidate and recommends his or her election, then his or her name will be included in the proxy card for the next annual meeting of stockholders.

Stockholders also have the right under our By-laws to directly nominate director candidates, without any action or recommendation on the part of the Nominating and Governance Committee or our Board of Directors, by following the procedures set forth in the second paragraph under the section entitled “Stockholder Proposals” above.

Under our By-laws, our Board of Directors retains the right to fill vacancies without holding a stockholders meeting.

The Nominating and Corporate Governance Committee, consistent with its policies and procedures, has evaluated and recommended to our Board of Directors, and a majority of our independent directors, in a vote in which only our independent directors participated, approved for inclusion in the slate of director nominees recommended by our Board of Directors for election at the Meeting, each of the director nominees named in Proposal One. All such nominees currently serve as members of our Board of Directors.

Board Determination of Independence

Our Board of Directors has determined that all of its members, except Mr. Peurach, our President and Chief Executive Officer, Mr. Sherman, our Executive Chairman, and Dr. Wang, whose affiliate we have engaged as a consultant, are independent directors under the applicable standards of the SEC and the Nasdaq Marketplace Rules.

In making its independence determinations regarding Dr. Li, our Board of Directors considered Dr. Li’s service as a Senior Analyst at Puissance Capital, which is controlled by Dr. Wang, and that Puissance Capital is an affiliate of Angel Pond Capital LLC (“Angel Pond”), which we have engaged as a consultant to assist with strategic positioning in the Asia Pacific region and which is also controlled by Dr. Wang. As described in more detail under the heading “Certain Relationships and Related Party Transactions – Transactions with Related Persons” below, we made certain payments to Angel Pond in 2018 and expect to make more payments to Angel Pond in the future. However, Dr. Li is not employed by nor actively engaged in the management of Angel Pond, nor does he have any equity ownership interest in Angel Pond. Our Board of Directors is also not aware of any other factors that, in the opinion of our Board of Directors, would interfere with the exercise of independent judgment by Dr. Li in carrying out his responsibilities as a director. Accordingly, our Board of Directors concluded that Dr. Li is independent.

Communicating with the Independent Directors

Our Board of Directors will give appropriate attention to written communications that are submitted by stockholders and other interested parties, and will respond if and as appropriate. Absent unusual circumstances or as contemplated by the committee charters, the Chairman of the Board (if an independent director), the lead independent director (if one has been elected), or otherwise the Chairman of the Nominating and Governance Committee shall, subject to advice and assistance from our outside legal advisors, (1) be primarily responsible for monitoring communications from stockholders and other interested parties, and (2) provide copies or summaries of such communications to the other directors as he or she considers appropriate. Stockholders who wish to send communications on any topic to our Board of Directors should address such communications to our Board of Directors, c/o Corporate Secretary, 1414 Harbour Way South, Suite 1201, Richmond, California 94804.

Board Meetings and Attendance

Our Board met nine times and acted by unanimous written consent five times during 2018. Each director serving during 2018 attended at least 75% of the aggregate number of Board meetings (held during the period for which he or she was a director) and the number of meetings held by all committees on which he or she served (during the period that he or she served). All of the current directors, except Mr. Schreck, who was elected to our Board of Directors on October 30, 2018, attended the 2018 Annual Meeting of Stockholders.

Involvement in Legal Proceedings

No director or associate of a director is involved in any material proceeding as a party adverse to the Company or with a material interest adverse to the Company.

Family Relationships

There are no family relationships among the Company’s directors or executive officers.

Code of Ethics

The Company has adopted a Code of Ethics which is applicable to all directors, officers and employees of the Company. The Professional Conduct and Ethics Policy is available on our website at www.eksobionics.com. In addition, we intend to post on our website all disclosures that are required by law concerning any amendments to, or waivers from, any provision of the code.

Board Leadership Structure

The Company does not have a formal policy regarding the separation of its Chairman of the Board and Chief Executive Officer positions. However, the Nominating and Governance Committee of our Board of Directors has determined that the roles of Chairman of the Board and Chief Executive Officer should be separated at the current time. Mr. Sherman, our Executive Chairman, has served as the Chairman of the Board since January 2014. On October 30, 2018, our Board of Directors appointed Mr. Sherman as our Executive Chairman. Mr. Peurach has served as our Chief Executive Officer since March 9, 2018, prior to which he served as a director of the Company.

Mr. Sherman’s duties include chairing meetings of our Board of Directors, facilitating communication between other members of our Board and the Chief Executive Officer, preparing or approving the agenda for regular Board meetings, determining the frequency and length of regular Board meetings and recommending when special meetings of our Board should be held, and reviewing and, if appropriate, recommending action to be taken with respect to written communications from stockholders submitted to our Board.

The Nominating and Governance Committee believes that separating the roles of Chairman of the Board and Chief Executive Officer increases the independent oversight of the Company, provides our Chief Executive Officer with an experienced sounding board and enhances the independent and objective assessment of risk by our Board of Directors.

Role of Board in Risk Oversight

The responsibility for the day-to-day management of risk lies with the Company’s management, while our Board of Directors is responsible for overseeing the risk management process to ensure that it is properly designed, well-functioning and consistent with our overall corporate strategy. Material risks that management identifies are discussed and analyzed with our Board of Directors. However, in addition to our Board of Directors, the committees of the Board consider the risks within their areas of responsibility. The Audit Committee oversees the risks associated with the Company’s financial reporting and internal controls, as well as general business and operating risks. The Compensation Committee oversees the risks associated with the Company’s compensation practices for its employees. The Nominating and Governance Committee oversees the risks associated with the Company’s overall governance, corporate compliance policies and its succession planning process to ensure that we have a slate of qualified candidates for key management positions that may become open in the future. Each committee reports to our Board on a regular basis, including reports with respect to the committee’s risk oversight activities as appropriate. In addition, since risk issues often overlap, committees from time to time request that the full Board discuss particular risks.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Policies and Procedures for Related Person Transactions

It is the Company’s policy that each executive officer, director and nominee for election as director delivers to the Company annually a questionnaire that includes, among other things, a request for information relating to any transactions in which both the executive officer, director or nominee, or their family members, and the Company participates, and in which the executive officer, director or nominee, or such family member, has a material interest. Our Board of Directors reviews all such transactions reported to it by an executive officer, director or nominee in response to the questionnaire, or that are brought to its attention by management or otherwise. After review, the disinterested directors approve, ratify or disapprove such transactions. Management also updates our Board of Directors as to any material changes to proposed transactions as they occur. This policy is not in writing but is followed consistently by our Board of Directors.

Transactions with Related Persons

SEC rules require us to disclose any transaction since the beginning of our last fiscal year or currently proposed transaction in which we are a participant and in which any related person has or will have a direct or indirect material interest and in which the amount involved exceeds $120,000. A related person is any executive officer, director, nominee for director, or holder of more than 5% of our common stock (which we refer to as a “5% stockholder”), or an immediate family member of any of those persons. Except as described below, during 2018, we were not a party to any transaction where the amount involved exceeded $120,000 and in which an executive officer, director, director nominee or 5% stockholder (or their immediate family members) had a material direct or indirect interest.

Transactions with Puissance Capital Management and Affiliates

Dr. Wang, one of our directors, is the founder, general partner and Chief Investment Officer of Puissance Capital, which is an affiliate of Puissance Cross-Border Opportunities II LLC, one of our largest stockholders. Prior to Dr. Wang’s appointment to our Board of Directors, the Company entered into a consulting agreement with Angel Pond, an entity solely owned and managed by Dr. Wang and affiliated with Puissance Capital, in July 2017.

The Angel Pond consulting agreement had an initial term of one year. It was allowed to continue after its initial term and currently remains in effect. The consulting agreement may be terminated by either us or Angel Pond at any time upon five days’ notice. Under the Angel Pond consulting agreement, Angel Pond assists us with business development activities related to the sale of our products in the Asia Pacific region. Specifically, Angel Pond advises us with respect to (a) strategic positioning in the Asia Pacific region, (b) strategic partnerships with respect to sales and the commercial aspects of our business in the Asia Pacific region, and (c) strategic partnerships with suppliers and manufacturers. We have agreed to pay Angel Pond a fixed consulting fee of $3,150,000 for the services provided under the consulting agreement. Of this amount, $2,150,000 was paid to Angel Pond in 2017 and $1,000,000 is due upon consummation of the joint venture with Zhejiang Youchuang Venture Capital Investment Co., Ltd. and Shaoxing City Keqiao District Paradise Silicon Intelligent Robot Industrial Investment Partnership (Limited Partnership), which was announced by us on January 30, 2019 (the “China JV”), and which we expect to pay in the future upon registering the China JV in China. Under the Angel Pond consulting agreement, we also paid Angel Pond $45,000 in 2017 as reimbursement for expenses incurred in the performance of its services. In recognition of the services performed by Angel Pond in 2018, we paid Angel Pond a further $150,000 in 2018 as consulting fees for one year, which was in addition to the originally agreed-upon fixed fee arrangement in the Angel Pond consulting agreement.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth information concerning the total compensation paid or accrued by us during the last two fiscal years to our named executive officers.

(C) $10,065, reflecting reimbursement of moving expenses to Mr. Looby pursuant to his separation agreement, (D) $34,313, reflecting the fair value of 18,750 shares of our common stock, at a price of $1.83 per share, issued to Mr. Looby upon settlement of restricted stock units, the vesting of which was accelerated pursuant to Mr. Looby’s separation agreement and (E) $18,000, reflecting employer matching contributions under the Ekso Bionics 401(k) Plan, paid in the form of 7,826 shares of our common stock.

Outstanding Equity Awards at December 31, 2018

The following table sets forth certain information concerning unexercised stock options held by our named executive officers as of December 31, 2018. No unvested stock or stock units were held by our named executive officers as of December 31, 2018.

target bonus amount of 75% of his annual base salary, all or a portion of which may, at the discretion of our Board of Directors, be based on the achievement of certain operational, financial or other milestones established by our Board of Directors.

Mr. Peurach is entitled to receive perquisites and other fringe benefits that may be provided to, and will be eligible to participate in any other bonus or incentive program established by us, for our executives. Mr. Peurach and his dependents will also be entitled to participate in any of our employee benefit plans subject to the same terms and conditions applicable to other employees. Mr. Peurach will be entitled to be reimbursed for all reasonable travel, entertainment and other expenses incurred by him for the purpose of conducting the Company’s business, in accordance with Company policy.

In the event that Mr. Peurach is terminated by us without cause, Mr. Peurach will receive continued payment of his base salary for nine months as severance. We will also pay Mr. Peurach’s COBRA premiums equivalent to the employer contribution cost of his continued participation in our group health, dental, and vision insurance plan for the duration of the nine-month severance period based on the service year in which he was terminated.

If there is a change of control during Mr. Peurach’s employment, and if he is terminated without cause within twelve months following that change of control, we will provide Mr. Peurach with (a) continued payment of base salary for nine months; (b) the target bonus amount prorated for the nine-month severance period; (c) continuation of or reimbursement for coverage under our medical, dental, and vision plans; and (d) acceleration of all unvested equity.

Steven Sherman, our Executive Chairman

Pursuant to Mr. Sherman’s employment agreement, Mr. Sherman agreed to serve as the Company’s Executive Chairman, starting October 30, 2018 and continuing to the second anniversary of the effective date of the employment agreement. While Mr. Sherman’s service as Executive Chairman is not intended to be full-time, the employment agreement provides that Mr. Sherman will devote a significant amount of his business efforts to the role. Mr. Sherman’s annual base salary is $100,000, and Mr. Sherman was granted an option under the Amended and Restated 2014 Equity Incentive Plan to purchase 400,000 shares of the Company’s common stock, exercisable in eight equal installments every three months following the effective date of the employment agreement. Mr. Sherman’s employment agreement does not provide for any payments upon termination or change of control.

John F. Glenn, our Chief Financial Officer

Pursuant to Mr. Glenn’s employment agreement, Mr. Glenn’s annual base salary is $275,000 and is subject to increase as determined by our Board of Directors. Mr. Glenn will also receive a signing bonus of $25,000. In addition, Mr. Glenn is eligible to receive an annual bonus with a target bonus amount of 40% of his annual base salary, all or a portion of which may, at the discretion of our Board of Directors, be based on the achievement of certain operational, financial or other milestones established by our Board of Directors. In addition, Mr. Glenn is eligible to receive an option grant in 2019 which will have a grant date fair value that will be no less than the fair value of an option to purchase 100,000 shares granted on August 13, 2018, Mr. Glenn’s employment start date.

Mr. Glenn is also entitled to receive perquisites and other fringe benefits that may be provided to, and will be eligible to participate in any other bonus or incentive program established by us, for our executives. Mr. Glenn and his dependents will also be entitled to participate in any of our employee benefit plans subject to the same terms and conditions applicable to other employees. Mr. Glenn is entitled to be reimbursed for all reasonable travel, entertainment and other expenses incurred by him for the purpose of conducting the Company’s business, in accordance with Company policy.

In the event that Mr. Glenn is terminated by us without cause prior to August 13, 2019, Mr. Glenn will receive continued payment of his base salary for six months as severance. If Mr. Glenn is terminated by us without cause on or after August 13, 2019, Mr. Glenn will receive continued payment of his base salary for nine months as severance. We will also pay Mr. Glenn’s COBRA premiums equivalent to the employer contribution cost of his continued participation in the Company’s group health, dental, and vision insurance plan for the duration of the applicable severance period based on the service year in which he was terminated.

If there is a change of control during Mr. Glenn’s employment, and if he is terminated without cause within one-year following that change of control, we will provide Mr. Glenn with (a) continued payment of base salary for nine months; (b) the target bonus amount prorated for the nine month severance period; (c) continuation of or reimbursement for coverage under the Company’s medical, dental, and vision plans; and (d) acceleration of all unvested equity.

Thomas Looby, our former President and Chief Executive Officer

On March 9, 2018, Thomas Looby resigned as the President, Chief Executive Officer and a member of our Board of Directors, and entered into a separation agreement and release with the Company. Pursuant to the terms of Mr. Looby’s separation agreement, Mr. Looby received severance compensation including (i) all individualssalary continuation for a period of 12 months following the effective date of the severance agreement at Mr. Looby’s then-current base salary of $360,500, (ii) Mr. Looby’s 2017 bonus of $117,463 in cash or in shares, as determined by Mr. Looby, and (iii) Mr. Looby’s 2018 pro-rated bonus of for his services performed in 2018. Under his separation agreement, Mr. Looby’s previously granted stock options that served aswould have become vested or exercisable during the 12-month period following his separation, or 94,153 shares subject to options, became vested and exercisable on March 9, 2018, and will remain exercisable until March 9, 2026 or, if earlier, until the latest date that such stock options could have been exercised under the terms of the original award. Mr. Looby has agreed to non-solicitation, non-disparagement and confidentiality covenants under his separation agreement.

2018 Short-Term Incentive Plan

Our 2018 short term incentive plan was designed to provide cash bonus awards to our principalexecutive officers, and is based on the achievement of goals related to corporate performance in 2018.

The amount of the cash bonus that any executive officer was eligible to receive was based on a predetermined target percent of base salary. For Messrs. Peurach and Glenn, the annual cash incentive award target level was 75% and 40%, respectively, of his annual base salary for 2018.

Payment of cash bonuses under the 2018 short term incentive plan was based upon achievement of at least 80% of corporate goals related to revenues, product costs and operations, cash consumption, strategic initiatives and financing activity. In determining whether the corporate goals were achieved, the Compensation Committee of our Board of Directors could consider any factors and achievements it considered appropriate, and had discretionary authority to make adjustments, including the ability to make additional awards based on company-wide or actedan individual executive officers’ performance and to increase or decrease the level of awards that our executive officers received in conjunction with their performance against the targets and also based upon our cash resources.

Following completion of the fiscal year ending December 31, 2018, the Compensation Committee of our Board of Directors evaluated our performance and that of each participating executive officer against the 2018 corporate goals and determined that 57.4% of the corporate goals had been achieved overall, such that we had not reached the minimum threshold of 80% overall achievement of the 2018 corporate goals. However, in light of 2018 being a transformational year for our executive team (with each executive officer only serving in such capacity for part of the year) and the desire to competitively compensate our executive officers and promote performance, the Compensation Committee of our Board of Directors approved bonuses for Messrs. Peurach and Glenn of $100,000 and $30,000, respectively, or 60% and 72% of their respective target payouts. In addition, the Compensation Committee of our Board of Directors determined that such awards would be paid in the form of common stock at a rate of $2.00 per share, such that Messrs. Peurach and Glenn were awarded 50,000 and 15,000 shares of common stock, respectively, in lieu of cash payments. In addition, in accordance with his separation agreement with us, Mr. Looby was entitled to a pro-rated bonus, and will receive a cash award of $16,583.

Tax Considerations

Section 162(m) of the Internal Revenue Code places a limit of $1,000,000 on the amount that can be deducted in any one year for compensation paid to certain executive officers but previously contained an exception for certain performance- based compensation. The Tax Cuts and Jobs Act, signed into law in December 2017, eliminates the performance-based compensation exception to the Section 162(m) deduction limit and such exception will no longer apply to awards granted under our stock plan and annual incentive plan for the 2018 tax

year and later, unless it qualifies for transitional relief available to certain arrangements in place as of November 2, 2017. While our Compensation Committee is mindful of the benefits to us of the deduction permitted under Section 162(m) and takes the relevant deduction limit into account when structuring and approving awards under our annual incentive plan and our equity incentive plan, the Compensation Committee believes that it should not be strictly constrained by the requirements of Section 162(m) where those requirements would impair our flexibility to compensate our executive officers in a similar capacity at any time during the most recent fiscal year indicated; (ii) the two most highly compensatedmanner that best promotes our objectives of attracting and retaining executive talent. Accordingly, our Compensation Committee may approve compensation that is not fully deductible.

Rule 10b5-1 Sales Plans

None of our directors or executive officers other thanhave adopted written plans, known as Rule 10b5-1 plans, in which they would provide instructions to a broker to sell shares of our common stock upon grant of stock options to them or the principalvesting of restricted stock units previously granted to them in order to satisfy the withholding tax obligations arising from such event. Under such Rule 10b5-1 plans, a broker executes trades on a best execution basis, without further direction from such directors and executive officers. If adopted, the director or executive officer would be permitted to amend or terminate the plan only under specified circumstances.

DIRECTOR COMPENSATION

The Compensation Committee of our Board of Directors believes that our director compensation program should promote total value creation for the Company and our stockholders and create alignment between the long-term interests of our directors and the long-term interests of our stockholders. At the same time, we believe that our director compensation program should provide a reasonable reward to our directors for the services they perform and should be reflective of the amount of effort and time required of each individual director, based on his or her role and responsibilities and participating in committees.

Non-employee directors’ compensation is generally determined and awarded by our Board of Directors based on the recommendations of our Compensation Committee. Our Compensation Committee is responsible for, among other things, reviewing, evaluating and designing our director compensation program. Directors who wereare also employees of the Company do not receive any compensation for serving as executive officersa director of the Company.

In 2017, Radford undertook an analysis of our non-employee director compensation program based on a review of our peer group and our compensation philosophy and fiscal responsibility. In March 2017, our Compensation Committee reviewed the recommendations made by Radford and recommended a revised director compensation package for our non-employee directors to our Board of Directors, which was subsequently approved by our Board of Directors.

Accordingly, effective following the 2017 annual meeting of stockholders held in June 2017 until July 1, 2018 (as discussed below), non-employee directors received the following amounts as an annual retainer:

The following table sets forth compensation actually paid to two additional individuals for whom disclosure would have been provided pursuant to clause (ii) above but for the fact that the individual was not serving as an executive officer at the end of the most recent fiscal year (each, a “named executive officer”).our non-employee directors during 2018:

Name	Fees Earned or Paid in Cash ($)			Option Awards ($)(1)(2)			Total ($)
Marilyn Hamilton		40,000			58,031			98,031
Stanley Stern		43,743			58,031			101,774
Ted Wang, Ph.D.		186,679	(3)		58,031			244,710
Charles Li, Ph.D.		34,571			108,991			143,562
Thomas A. Schreck(4)		10,360			36,080			46,440

Name and Principal Position		Year				Salary ($)				Bonus ($)				Option Awards ($)(1)				Non-Equity Incentive Plan Compensation ($)				All Other Compensation ($)				Total ($)
Thomas Looby(2) President & Chief Executive Officer			2016				313,125				—				523,451				85,750	(3)			—				922,326
			2015				225,000				—				721,227				—				—				946,227
Maximilian Scheder-Bieschin Chief Financial Officer			2016				242,708				—				—				49,000	(3)			—				291,708
			2015				225,000				—				282,143				—				—				507,143
Russdon Angold President, Ekso Labs			2016				225,000				—				—				32,400	(3)			—				257,400
			2015				225,000				—				617,582				—				—				842,582
Gregory Davault(4) Vice President, Global Marketing			2016				215,000				92,250	(5)			14,351				—				—				321,601
			—				—				—				—				—				—				—
Russell DeLonzor(4) Vice President, Operations			2016				220,000				81,080	(6)			—				—				—				301,080
			—				—				—				—				—				—				—
Nathan Harding(7) Former Chief Executive Officer			2016				54,295				—				—				—				261,870				316,165
			2015				275,000				—				450,708				—				—				725,708

(1)

The amounts in the “Option Awards” column reflect the aggregate grant date fair value of stock options granted during the year computed in accordance with the provisions of FASB ASC Topic 718. The assumptions that we used to calculate these amounts are discussed in Note 14 to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2016.2018.

(2)

Mr. Looby joinedStock and option awards outstanding at December 31, 2018, for each of the Company in April 2014 and was appointedlisted directors are as President and Chief Commercial Officer on October 8, 2014. On February 23, 2016, he was appointed President and Interim Chief Executive Officer. On April 18, 2016, he was appointed as Chief Executive Officer.follows:

Name	Options (#)
Marilyn Hamilton		104,195
Stanley Stern		103,856
Ted Wang, Ph.D.		78,500
Charles Li, Ph.D.		41,000
Thomas A. Schreck		30,750

(3)

Non-equity incentive plan compensation amountsThis amount consists of: (A) $36,679 earned by Dr. Wang for services provided as a member of our Board of Directors in 2018, $34,330 of which were elected by Dr. Wang to be paid in March 2017 for work performed during 2016.the form of 19,179 shares of our common stock, at a price of $1.79 per share, the closing price of our common stock on Nasdaq Capital Market on the date of grant, and (B) $150,000 paid by us to Angel Pond in 2018 pursuant to our consulting agreement with Angel Pond.

(4)

In January 2017, the Company determined that Gregory Davault and Russell DeLonzor were executive officers within the meaningMr. Schreck was elected to our Board of Exchange Act Rule 3b-7, and accordingly they have been included in the table above as individuals for whom disclosure would have been provided but for the fact that the individual was not serving as an executive officer at the end of the most recent fiscal year.Directors on October 30, 2018.

(5)

Includes a retention bonus of $60,000 for having stayed with the Company for one year that was paid in 2016 and a $32,250 bonus that was paid in March 2017 for work performed during 2016.

(6)

Includes a retention bonus of $50,000 for having stayed with the Company for one year that was paid in 2016 and a $31,080 bonus that was paid in March 2017 for work performed during 2016.

(7)

Mr. Harding served as Chief Executive Officer from November 2012 to February 23, 2016. All other compensation includes $217,708 of severance related payments, $39,662 of unused vacation and $4,500 of payments for continued health care coverage under COBRA.

We have no plansAUDIT-RELATED MATTERS

Audit Committee Report

The Audit Committee is composed of three Directors: Mr. Stern (Chairman), Dr. Li and Mr. Schreck, each of whom meets the independence and other requirements of the Nasdaq Stock Market. Mr. Stern qualifies as “audit committee financial experts” within the meaning of Item 407(d)(5) of SEC regulation S-K. The Audit Committee has the responsibilities set out in placeits charter, which has been adopted by our Board of Directors and have never maintained any plans that provideis reviewed annually. A copy of the Audit Committee’s charter can be found on our website.

Management is primarily responsible for the paymentCompany’s financial statements, including the Company’s internal control over financial reporting. OUM & Co., LLP (“OUM”), the Company’s independent auditor, is responsible for performing an audit of retirement benefits or benefits that will be paid primarily following retirement including, but not limited to, tax qualified deferred benefit plans, supplemental executive retirement plans, tax-qualified deferred contribution plansour annual consolidated financial statements in accordance with generally accepted accounting principles and nonqualified deferred contribution plans, except thatfor issuing a report on those statements. OUM also reviews the Company maintains a 401(k) retirement planCompany’s interim financial statements in which all eligible employees may participateaccordance with applicable auditing standards. The Audit Committee oversees the Company’s financial reporting process and internal control structure on behalf of our Board of Directors. In addition, the Audit Committee is responsible for appointing the independent registered public accounting firm and reviewing the services performed by making elective deferral contributions to the plan. DuringCompany’s independent registered public accounting firm.

In fulfilling its oversight responsibilities, the 2015Audit Committee has reviewed and 2016 fiscal years,discussed with management and OUM the Company did not make any matching contributions to the plan. Foraudited consolidated financial statements for the year ended December 31, 2017,2018, including Management’s Discussion and Analysis.

The Audit Committee has discussed with OUM the matters required to be discussed by Statement on Auditing Standards No. 1301, as amended. In addition, the Audit Committee has received the written disclosures and the letter from OUM required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with OUM their independence relative to the Company, expectsincluding whether the provision of their services is compatible with maintaining OUM’s independence.

Based on the review and discussions referred to make discretionary matching contributionsabove, the Audit Committee recommended to our Board of Directors that the 401(k) retirement plan, funded in shares of the Company’s common stock, equal to a percentage of the amount of salary a participant elects to defer. The amount of such discretionary matching contribution, if any, will be determined by the Compensation Committee. Foraudited consolidated financial statements for the year ended December 31, 2017, the Company expects to match 100% of employee contributions and2018 be included in subsequent years, it expects to match 50% of employee contributions.

On June 20, 2017, the Company’s stockholders approvedAnnual Report on Form 10-K for the 2017 Employee Stock Purchase Plan (the “ESPP”). The ESPP allows our employees, including our executive officers, to buy shares of our common stock at a discount through payroll deductions. The purchase price of the shares will be an amount equal to 85% of the closing price of the common stock on the first trading day of the offering period or the last trading day of each six-month offering period, whichever is lower.year ended December 31, 2018.

Except as indicated below under “Executive Compensation — Employment Agreements”, we have no contracts, agreements, plans or arrangements, whether written or unwritten, that provide for payments to the named executive officers listed above.Stanley Stern, Chairman
Charles Li, Ph.D.
Thomas A. Schreck

Outstanding Equity Awards at Fiscal Year End

Audit Fees and Services

The following table sets forth certain information concerning stock options heldthe aggregate fees billed by OUM for the Named Executive Officers as of December 31, 2016.following services during 2018 and 2017:

	Year Ended December 31,
Description of Service	2018			2017
Audit Fees(1)	$	375,961		$	213,711
Audit-Related Fees(2)		50,386			1,900
Tax Fees(3)		34,330			21,500
All Other Fees		—			—
Total Fees	$	460,677		$	253,211

Name		Option Awards
		Number of Securities Underlying Unexercised Options (#) Exercisable				Number of Securities Underlying Unexercised Options (#) Unexercisable				Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options				Option Exercise Price ($)				Option Expiration Date
Thomas Looby			40,476	(1)			16,666				—				15.33				2/28/2024
Thomas Looby			13,095	(2)			15,476				—				9.73				2/5/2025
Thomas Looby			32,142	(3)			53,572				—				9.59				6/11/2025
Thomas Looby			—	(4)			220,000				—				4.00				9/23/2026
Maximilian Scheder-Bieschin			34,829	(5)			—				—				2.73				3/30/2021
Maximilian Scheder-Bieschin			30,476	(6)			—				—				2.73				8/11/2021
Maximilian Scheder-Bieschin			38,095	(7)			—				—				3.78				4/24/2022
Maximilian Scheder-Bieschin			2,503	(8)			427				—				3.78				8/11/2023
Maximilian Scheder-Bieschin			31,250	(9)			11,607				—				7.00				1/15/2024
Maximilian Scheder-Bieschin			16,767	(3)			27,947				—				9.59				6/11/2025
Russdon Angold			38,095	(7)			—				—				3.78				4/24/2022
Russdon Angold			2,503	(8)			427				—				3.78				8/11/2023
Russdon Angold			31,250	(9)			11,607				—				7.00				1/15/2024
Russdon Angold			—				—				99,999	(10)			9.59				6/11/2025
Gregory Davault			25,000	(11)			32,142				—				9.59				6/11/2025
Gregory Davault			2,142	(12)			2,143				—				5.27				3/31/2026
Russell DeLonzor			20,833	(13)			50,595				—				8.96				11/24/2025
Nathan Harding(14)			38,095				—				—				3.78				4/24/2022
Nathan Harding(14)			2,625								—				3.78				8/11/2023
Nathan Harding(14)			99,107				—				—				7.00				1/15/2024
Nathan Harding(14)			29,762				—				—				9.59				6/11/2025

(1)

Option became exercisable as to 25%Audit Fees consist of fees for audit of the total numberCompany’s annual financial statements for the respective year, reviews of shares on February 28, 2015,the Company’s quarterly financial statements, services provided in connection with statutory and thereafter vests in equal monthly installmentsregulatory filings and audit of the Company’s internal controls over financial reporting.

(2)

Audit-Related Fees consist of fees for 36 months.accounting consultations.

(3)

Tax Fees consist of fees for tax compliance and tax advice and planning services.

On January 15, 2014,Audit Fees

Audit fees are fees related to professional services rendered in connection with the mergeraudit of Ekso Acquisition Corp., a wholly-owned subsidiaryour annual financial statements included in our annual report on Form 10-K, the reviews of the Company with and into Ekso Bionics, Inc., which wasinterim financial statements included in each of our quarterly reports on Form 10-Q, the surviving corporation and thus became our wholly-owned subsidiary (the “Merger”),reviews of financial statements included in any registration statements we entered into a two-year employment agreement with Messrs. Scheder-Bieschin, Angold and Harding. Effective October 8, 2014, the Board of Directors appointed Mr. Looby as President and Chief Commercial Officer of the Company. Mr. Looby entered into an employment agreementfile with the Company on March 19, 2015. The initial term of each of the employment agreements expired on January 15, 2016, after which the employment agreements are automatically renewed for successive one year periods, unless terminated by either party. Upon renewal of the employment agreements on January 15, 2016, the base salary for each of Messrs. Lobby, Scheder-Bieschin, AngoldSEC and Harding for 2016 was $225,000, $225,000, $225,000 and $275,000, respectively, in each case subject to increase as determinedother professional services provided by our Board of Directors. On February 23, 2016, Mr. Harding resigned as the Chief Executive Officer of the Company, and Mr. Looby was appointed as our Interim Chief Executive Officer,independent registered public accounting firm in connection with which Mr. Looby’s base salary was increasedstatutory or regulatory filings or engagements.

Audit-Related Fees

Audit-related fees are fees for assurance and related services that are reasonably related to $275,000. In connection with his subsequent appointment as Chief Executive Officer in April 2016, Mr. Looby’s base salary was further increased to $350,000. On March 31, 2016, the Compensation Committeeperformance of the Boardaudit and review of Directors approved an increasefinancial statements, and which are not reported under “Audit Fees.”

Tax Fees

Tax fees are fees for professional services for tax compliance, tax advice and tax planning services.

All the foregoing accountant services and fees were pre-approved by our Audit Committee in Mr. Scheder-Bieschin’s base salary to $250,000 per year.accordance with the policies and procedures described under “Policy for Approval of Services” below.

On January 10, 2017, Messrs. Davault and DeLonzor were named as executive officersPolicy for Approval of Services

The charter of the Audit Committee provides that the Audit Committee is responsible for the pre-approval of all audit and permitted non-audit services to be performed for the Company with annual salaries each of $235,000. Neither of Messrs. Davault and DeLonzorby the independent auditors. The fees paid to the independent auditors that are party to an employment agreementshown in the chart above for 2018 were approved by the Audit Committee in accordance with the Company.procedures described below.

The Audit Committee reviews and approves all audit and non-audit services proposed to be provided by OUM or other firms, other than de minimis non-audit services which may instead by preapproved in accordance with applicable SEC rules.

There were no audit or non-audit services provided to the Company for the fiscal year ended December 31, 2018 that were not approved by the Audit Committee.

AdministrationAdministration. .  The 2014 Plan is administered by our Board of Directors, or different committees as may be established from time to time. Subject to the terms of the 2014 Plan, the 2014 Plan administrator may select participants to receive awards, determine fair market value of the Company’sour shares, determine the types of awards and terms and conditions of awards and interpret provisions of the 2014 Plan, to institute an exchange program (without stockholder approval) pursuant to which outstanding awards may be surrendered or cancelled in exchange for awards of the same type (which may have lower exercise prices and different terms), awards of a different type, and/or cash (except that the administrator may not, without stockholder approval, reprice any Optionsoptions or Stock Appreciation Rights,stock appreciation rights (“SARs”), or pay cash or issue new Optionsoptions or Stock Appreciation RightsSARs in exchange for the surrender and cancellation of outstanding Optionsoptions or Stock Appreciation Rights)SARs), modify awards granted under the 2014 Plan, and make all other determinations deemed necessary or advisable for administering the 2014 Plan.

Eligibility and Share LimitationsLimitations. .  Awards may be made under the 2014 Plan to our key employees, directors and consultants as determined by the Board of Directors in its discretion to be in our best interests, provided that only employees shall be eligible to receive incentive stock options. Accordingly, each member of the Board and each executive officer has an interest in this proposal, however, the future awards that would be received under the 2014 Plan by our executive officers and other service providers are discretionary and are therefore not determinable at this time. As of November 1, 2017,April 22, 2019, there were approximately 9184 employees, a de minimis number of consultants and sevenfive non-employee directors of the Company and its subsidiaries who were eligible to receive grants under the 2014 Plan.

Performance Awards. Performance units and performance shares may also be granted under the 2014 Plan. Performance units and performance shares are awards that will result in a payment to a participant only if performance goals established by the 2014 Plan administrator are achieved. The 2014 Plan administrator will establish performance goals in its discretion, within the parameters of the 2014 Plan, which, depending on the extent to which they are met, will determine the degree of granting, vesting and/or payout value of performance units and performance shares. The 2014 Plan administrator may impose additional conditions on an award to qualify it as performance-based compensation within the meaning of Section 162(m) of the Code (as described below). While the performance units and performance shares remain unvested, a participant may not sell, assign, transfer, pledge or otherwise dispose of the securities, subject to specified limitations.

PROPOSAL FOUR – RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

The Audit Committee of our Board of Directors has appointed the firm of OUM & Co., LLP as our independent auditors for the fiscal year ending December 31, 2019. Although stockholder approval of the Audit Committee’s selection of OUM & Co., LLP is not required by law, the Audit Committee believes that it is advisable to give stockholders an opportunity to ratify this appointment. If this proposal is not approved at the Meeting, the Audit Committee will reconsider this appointment.

Representatives of OUM & Co., LLP are expected to be present at the Meeting. They will have the discretionopportunity to decide whether or notmake a statement if they desire to usedo so and will also be available to respond to appropriate questions from stockholders.

Vote Required

The proposal to ratify OUM & Co., LLP as our independent auditors for the authority granted to them to adjournyear ending December 31, 2019 will be approved if it is approved by the Special Meeting.

If the stockholders approve the Adjournment Proposal, we could adjourn the Special Meeting, and any adjourned sessionaffirmative vote of the Special Meeting, to use the additional time to solicit additional proxies in favor of the Authorized Share Increase Proposal. Among other things, approval of the Adjournment Proposal could mean that, even if proxies representing a sufficient number of votes against the Authorized Share Increase Proposal have been received, we could adjourn the Special Meeting without a vote on the Authorized Share Increase Proposal, and seek to convince the holders of those shares to change their votes to votes in favor of the Authorized Share Increase Proposal.

Vote Required

This proposal requires the affirmative vote of a majority of the votes cast on the matter. For this vote, abstentions and broker non-votes will not be counted as votes in favor and also will not be counted as shares voting on this matter. Abstentions and broker non-votes will have no effect on the outcome of this proposal. As this proposal is a “routine” item, if you hold your shares through a bank or a broker and you do not provide instructions to your bank or broker, we believe that your bank or broker will cast a Broker Discretionary Vote in favor of this proposal.

The Company’sOur Board of Directors recommends a vote FOR the proposal to grant managementratification of the discretionary authority to adjournselection of OUM & Co., LLP as the Special Meeting to solicit additional proxies in favor of Proposal One if necessary.Company’s independent auditors for the fiscal year ending December 31, 2019.