UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to
Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.           )

ANIKA THERAPEUTICS, INC.

(Name of Registrant as Specified in Its Charter)

Anika Therapeutics, Inc.

32 Wiggins Avenue

Bedford, Massachusetts 01730 

Notice of

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

The 2018 Annual Meeting of Stockholders to be Held on June 13, 2017

The 2017 Annual Meeting of Stockholders (including any adjournments or postponements, the “Annual Meeting”) of Anika Therapeutics, Inc., a Massachusetts corporation (the "Company"(“Anika"), will be held at the Company’sAnika’s corporate headquarters, 32 Wiggins Avenue, Bedford, Massachusetts 01730, on Tuesday, June 13, 2017,Thursday, May 31, 2018, at 11:30 a.m., local time to consider and vote upontime.

At the Annual Meeting the following matters:matters will be considered:

Only stockholders of record of common stock par value $0.01 per share, at the close of business on April 17, 2017,2, 2018, the record date, will be entitled to receive notice of and to vote at the Annual Meeting.

AllProxies are being solicited on behalf of the Board of Directors. We have adopted the Securities and Exchange Commission rule that allows companies to furnish proxy materials over the Internet. We are mailing a Notice of Internet Availability of Proxy Materials (the “Internet Availability Notice”) to most of our stockholders are cordially invitedinstead of a paper copy of this Proxy Statement and our 2017 Annual Report. The Internet Availability Notice contains instructions on how to access and review those documents over the Internet. This process allows us to provide stockholders with the information they need in a more timely manner, while reducing the environmental impact and lowering the costs of printing and distributing our proxy materials. If you received an Internet Availability Notice by mail and would like to receive a printed copy of our proxy materials, you may request those materials by following the instructions included in the Internet Availability Notice.

Your vote is very important. Whether or not you plan to attend the Annual Meeting, in person. To assureplease complete and return your representation at the Annual Meeting, the Board of Directors urges you toproxy card or vote by telephone or via the Internet atwww.proxyvote.com by following the instructions on the Notice Regarding theInternet Availability of Proxy Materials you receive in the mail or, if you have requestedNotice. Returning a proxy card by mail, by signing, voting, and returningor otherwise submitting your proxy card in the enclosed envelope. You may also vote via telephone by visitingwww.proxyvote.com and following the instructions on the website or, ifdoes not deprive you have requested the proxy materials by mail, by following the instructions on the proxy card. For specific instructions on howof your right to vote your shares, please review the instructions for each of these voting options that are detailed in this Notice and in the accompanying proxy statement, which the Company expects to begin mailing or otherwise providing to its stockholders on or about April 28, 2017. If you attend the Annual Meeting you mayand vote in person even if you have previously returned your proxy card or have voted via the Internet or by telephone. Regardless of the number of shares you own, your vote is important.

In addition to their availability atwww.proxyvote.com, the proxy statement and a form of proxy card, together with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, are available for viewing, printing, and downloading athttp://www.anikatherapeutics.com/proxy.

person.

	By Order of the Board of Directors,
Sylvia Cheung
Chief Financial Officer & Secretary
Bedford, Massachusetts
April [•], 2018

32 Wiggins Avenue Bedford, Massachusetts 01730

Proxy Statement dated April [•], 2018

2018 Annual Meeting of Stockholders

Anika Therapeutics, Inc., a Massachusetts corporation, is furnishing this Proxy Statement and related proxy materials in connection with the solicitation by its Board of Directors of proxies to be voted at its 2018 Annual Meeting of Stockholders and any adjournments. Anika Therapeutics, Inc. is providing these materials to the holders of record of its common stock as of the close of business on April 2, 2018 and is first making available or mailing the materials on or about April [•], 2018.

The Annual Meeting is scheduled to be held as follows:

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, YOU ARE REQUESTED TO COMPLETE YOUR PROXY CARD AS INDICATED ABOVE. YOUR PROXY IS REVOCABLE UP TO THE TIME SET FORTH IN THE PROXY STATEMENT, AND, IF YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE IN PERSON EVEN IF YOU HAVE PREVIOUSLY COMPLETED YOUR PROXY CARD.

2017 Proxy

Table of Contents

Your vote is important. Please see the detailed information that follows.

Table of Contents

References in this proxy statementProxy Statement to “we,” “us,” “our,” “our company,”company” and other similar references refer to Anika Therapeutics, Inc. and its subsidiaries, unless the context requires otherwise.

ANIKA, ANIKA THERAPEUTICS, CINGAL, ORTHOVISC, and MONOVISCCINGAL are our registered trademarks. This proxy statementProxy Statement also contains a registered trademarktrademarks that isare the property of another company and is licensed exclusively to us.other companies.

2018 Proxy Summary

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.

Annual Meeting of Stockholders

Annual Meeting Agenda

How to Cast Your Vote

You can vote by any of the following methods:

Anika Therapeutics, Inc.

32 Wiggins Avenue

Bedford, Massachusetts 01730

Proxy Statement for

2017 Annual Meeting of Stockholders

To be Held on Tuesday, June 13, 2017

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors of Anika Therapeutics, Inc., a Massachusetts corporation, for use at the 2017 Annual Meeting of Stockholders (the “Annual Meeting”) to be held at our corporate headquarters, 32 Wiggins Avenue, Bedford, Massachusetts 01730, on Tuesday, June 13, 2017, at 11:30 a.m. local time. At the Annual Meeting, the stockholders will be asked to consider and vote upon the following matters:

Proposal 1 relates solely to the election of two Class III directors nominated by the Board of Directors and does not include any other matter relating to the election of directors, including without limitation, the election of directors nominated by any stockholder.

This proxy statement, the accompanying notice of the Annual Meeting, the form of proxy, and our Annual Report are first being made available to stockholders on or about April 28, 2017. Our Annual Report, however, is not a part of the proxy solicitation materials. The Board of Directors has fixed the close of business on April 17, 2017 as the record date for the determination of stockholders entitled to receive notice of and to vote at the Annual Meeting. Only stockholders of record of our common stock, par value $0.01 per share, at the close of business on the record date will be entitled to receive notice of and to vote at the Annual Meeting. As of the record date, there were 14,654,590 shares of common stock outstanding and entitled to vote at the Annual Meeting. Holders of common stock as of the close of business on the record date will be entitled to one vote per share.

This year, pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have again elected to provide access to our proxy materials over the Internet. Accordingly, we have sent a Notice Regarding the Availability of Proxy Materials (the “Notice”) to certain of our stockholders (excluding those stockholders who previously have requested that they receive electronic or paper copies of our proxy materials). Stockholders have the ability to access our proxy materials on the website referred to in the Notice or to request a printed set of our proxy materials at no charge. Instructions on how to access our proxy materials over the Internet and how to request a printed copy of our proxy materials may be found in the Notice. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. We believe this process will expedite your receipt of our proxy materials and reduce the environmental impact of our Annual Meeting.

You may vote via the Internet atwww.proxyvote.com by following the instructions in the Notice you received in the mail and which are also provided on that website, or, if you have requested a proxy card by mail, by signing, voting, and returning your proxy card. You may also vote via telephone by visitingwww.proxyvote.com and following the instructions on the website, or, if you have requested the proxy materials by mail, by following the instructions on the proxy card. If you attend the Annual Meeting, you may vote in person even if you have previously voted by telephone, via the Internet, or returned a proxy card by mail. If you hold your shares in street name, you will receive instructions from your broker, bank, or other nominee that you must follow in order to have your shares voted.

Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before it is voted. Proxies may be revoked by: (a) filing with our Secretary, before the taking of the vote at the Annual Meeting, a written notice of revocation bearing a later date than the proxy; (b) properly casting a new vote via the Internet or by telephone at any time before the closure of the Internet or telephone voting facilities; (c) duly completing a later-dated proxy relating to the same shares and delivering it to our Secretary before the taking of the vote at the Annual Meeting; or (d) attending the Annual Meeting and voting in person (although attendance at the Annual Meeting will not in and of itself constitute a revocation of a proxy). Any written notice of revocation or subsequent proxy should be sent so as to be delivered to Anika Therapeutics, Inc., 32 Wiggins Avenue, Bedford, Massachusetts 01730, Attention: Secretary, before the taking of the vote at the Annual Meeting.

All properlyQuestions and Answers about the Annual Meeting

These materials were first made available on the Internet or mailed to stockholders on or about April [•], 2018.

The Notice of Internet Availability of Proxy Materials tells you how to access and review the proxy materials on the Internet and how to vote on the Internet. The Notice also provides instructions you may follow to request paper or e-mailed copies of our proxy materials.

The reincorporation will not revoked priorinvolve any change in our business, directors, officers, management, properties, or corporate headquarters.

An organization that holds your beneficially owned shares in street name will vote in accordance with the instructions you provide. If you do not provide the organization with specific voting instructions with respect to a proposal, under the rules of the NASDAQ Stock Market, Inc., or NASDAQ, the organization’s authority to vote your shares will depend upon whether the proposal is considered a “routine” or non-routine matter.

The presence, in person or by proxy,For the purpose of holders of at least a majority of the total number of outstanding shares of common stock entitled to vote is necessary to constitutedetermining a quorum, for the transaction of business at the Annual Meeting. Shares held of record by stockholders or their nominees who do not return a signed and dated proxy or attend the Annual Meeting in personwe will not be consideredtreat as present or represented at the Annual Meeting and will notany proxies that are voted on any of the four proposals to be countedacted upon by the stockholders, including abstentions or proxies containing broker non-votes.

If you hold shares in determiningstreet name, you may vote by following the presence of a quorum. Proxies withholding authorityvoting instructions provided by your bank, broker, or marked as abstaining from a particular matter will be treated as present for purposes of determining whether a quorum is present forother nominee. In general, you may vote prior to the Annual Meeting but will not be counted as follows:

For your information, voting on any proposal for which authorityvia the Internet is withheldthe least expensive to us, followed by telephone voting, with voting by mail being the most expensive. Also, you may help us to save the expense of a second mailing if you vote promptly.

If you are a beneficial owner of shares held in street name, you should contact your common stock is held by abank, broker, bank, or other nominee (i.e., in “street name”) and you fail to givefor instructions as to whether, and how, you wantcan change or revoke your proxy.

If you are a beneficial owner of shares voted,held in street name and do not provide specific voting instructions to the broker, bank, or other nomineeorganization that is the stockholder of record of your shares, the organization generally may vote your shares on routine matters but not on non-routine matters. The only routine matter expected to be voted on at the Annual Meeting is the ratification of the appointment of our independent auditor for 2018 (Proposal 4). If the organization does not receive instructions from you on how to vote your shares on a non-routine matter, it will inform the inspectorone or more of the election that it does not have the authority to vote on this matter with respect toProposals 1, 2, 3 and 5, your shares. This is referred to as a “broker non-vote.” The only routine matter expected to be voted on at the 2017 Annual Meeting is the ratification of our independent auditor for 2017. Each other proposal is considered non-routine, and broker non-votes will have no impact on the approval of the proposal. Instead, broker non-votesshares will be counted onlysubject to a broker non-vote and no vote will be cast on those matters. See “Q. What does it mean for the purpose of determining the presencea broker or absence of a quorum for the transaction of business.other nominee to hold shares in ‘street name’?” above.

At the Annual Meeting, Proposal 1 requires, with respect to each director, the affirmative vote of a majority of votes cast at the Annual Meeting by the holders of common stock pursuant to our Majority Voting in Uncontested Director Elections Policy. In accordance with this policy, if a director in an uncontested election does not receive at least the majority of the votes cast (including votes “for” and votes “withheld”), such director is required to promptly tender his resignation from the Board of Directors. The Majority Voting in Uncontested Director Elections Policy is described below in the section captioned “Majority Voting in Uncontested Director Elections Policy” on page 14. For each of Proposals 2 through 5, the affirmative vote of the holders of a majority of shares of common stock present or represented at the Annual Meeting and voting on the matter is required. With respect to Proposal 5, however, if none of the frequency options receives the affirmative vote of the holders of a majority of the shares present or represented and voting, the option receiving the greatest number of votes will be considered the frequency recommended by the stockholders. With respect to each of Proposals 2 through 4, stockholders may vote “for,” “against,” or “abstain.” With respect to Proposal 5, stockholders may either vote to recommend an advisory vote every one, two, or three years or abstain from voting. 

Important Notice Regarding the Availability of Proxy Materials for the 2017 Annual Meeting of Stockholders to be held on June 13, 2017 at 11:30 a.m. at 32 Wiggins Avenue, Bedford, Massachusetts 01730: This proxy statement, a form of proxy card, and our Annual Report to Stockholders are available athttp://www.anikatherapeutics.com/proxy. In addition, directions to the 2017 Annual Meeting of Stockholders are also available athttp://www.anikatherapeutics.com/proxy.

PROPOSAL 1:

ELECTION OF DIRECTORS

The Board of Directors is currently comprised of six directors and is divided into three classes: Class I, Class II, and Class III. Each class of directors serves for a three-year term, with one class of directors being elected by our stockholders at each annual meeting. Dr. SherwoodJoseph Bower and Mr.Jeffery Thompson serve as Class I Directors, with terms of office expiring at the Annual Meeting. Raymond Land and Glenn Larsen serve as Class II Directors, with terms of office expiring at the 2019 Annual Meeting of Stockholders. Joseph Darling and Stephen Wheeler serve as Class III Directors, with a termterms of office expiring at the 20172020 Annual Meeting. Meeting of Stockholders.

Dr. Bower and Mr. Thompson serve as Class I Directors with a term of office expiring at the 2018 Annual Meeting. Mr. Land and Dr. Larsen serve as Class II Directors with a term of office expiring at the 2019 Annual Meeting.

Dr. Sherwood and Mr. Wheeler are our Board’s nominees for election to the Board at the 20172018 Annual Meeting. The Class IIII Directors will be elected to hold office until the 20202021 Annual Meeting and until their successors are duly elected and qualified. Unless otherwise instructed, the persons named in the accompanying proxy will vote, as permitted by our Amended and Restated By-laws, to elect Dr. SherwoodBower and Mr. WheelerThompson as Class IIII Directors. If either of the Class IIII Directors becomes unavailable or declines to serve, the persons acting under the accompanying proxy may vote the proxy for the election of a substitute in their discretion. The Board has no reason to believe that any of the nominees will be unable or unwilling to serve if elected. There are no arrangements or understandings between any nominee and any other person pursuant to which such nominee was selected. 

Vote Required

At the 2017 Annual Meeting, the election of a director requires the affirmative vote of a majority of votes cast by the holders of common stock entitled to vote at the election pursuant to our Majority Voting in Uncontested Director Elections Policy, which is described more particularly in the section titled “Majority“─Majority Voting in Uncontested Director Elections Policy” on page 14 of this Proxy Statement.below. Abstentions and broker non-votes, if any, will not be treated as votes cast and will have no impact on the proposal, except to the extent that failure to vote for an individual in the election of directors results in another individual receiving a larger percentage of votes.

Board Recommendation

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES.

Information Regarding the Directors

The following table sets forth the name of each current director, including the nominees for Class IIII Director, his age and the year in which he became a director of Anika Therapeutics, Inc.

Joseph L. Bower, D.B.A., joined the Board of Directors in February 19931993. Dr. Bower has been the Chairman of the Board since March 9, 2018, and hashe previously served as lead director sincefrom April 2005.2005 through that date. Since July 2014, he has been the Donald Kirk David Professor Emeritus at Harvard Business School. From 2008 through 2014, he was the Baker Foundation Professor of Business Administration at Harvard Business School, and prior to 2008, he was the Donald Kirk David Professor of Business Administration. Throughout his tenure, Dr. Bower also served in many administrative roles at Harvard Business School, including as Senior Associate Dean. Dr. Bower also serves as a director of Loews Corporation and the New America High Income Fund, Inc. During the past five years, Dr. Bower also served as a director of Brown Shoe Company, Inc. and Sonesta International Hotels Corporation. He holds an A.B., as well an M.B.A. and a D.B.A. from Harvard University. Dr. Bower brings to the Board more than four decades of experience in business strategy, corporate governance, leadership and management, during which time he has written books about and taught these subjects at the Harvard Business School. Additionally, he has consulted with numerous organizations on matters related to strategy, organizational development and succession planning. As a result, we believe he is well suited for his roles as Lead Directorour Chairman of the Board and as Chairperson of the Compensation Committee. Dr. Bower also serves on the Audit Committee.

Joseph G. Darling was appointed Chief Executive Officer of Anika Therapeutics in March 2018 and simultaneously became a member of the Board. Mr. Darling has served as President since July 2017. Mr. Darling served as the Executive Chairman of Arthrosurface, Inc., an orthopedic medical technology company, from September 2016 to July 2017 and as the Chief Operating Officer of Interventional Spine, Inc. (formerly Triage Medical, Inc.), a spinal medical device company, from May 2015 to September 2016. From 2008 through December 2014, Mr. Darling held a series of senior management positions at CONMED Corporation and affiliated medical technology entities focused on surgical devices for minimally invasive procedures, including acting as the Global President of Linvatec Corporation (d.b.a. CONMED Linvatec) from 2008 through December 2014 and as the Executive Vice President of Global Commercial Operations for CONMED Corporation from 2011 through December 2014. Prior to 2008, Mr. Darling held leadership roles at Smith & Nephew, Inc., including as the Senior Vice President of Sports Medicine and Biologics where launched a portfolio of new and innovative sports medicine products, Baxter International Inc., Wyeth Pharmaceuticals, Inc., and Abbott Laboratories. Mr. Darling holds a B.A. from Syracuse University. Mr. Darling brings to the Board and our company an extensive career with broad general management skills and backgrounds in both the pharmaceutical and medical device industries. He also has a strong understanding of all aspects of our business given his role as our President and Chief Executive Officer and his prior industry background, and he provides invaluable insight to the Board with respect to their decision-making functions. Mr. Darling’s strengths in commercialization activities will position Anika for success as we transform from a contract manufacturing company to a full directly commercialized company with the addition of our next generation OA treatment and our regenerative medicine portfolio. In addition to Mr. Darling’s commercial experience, Mr. Darling brings a wealth of experience in strategy development and execution, research and development, business development, and financial management.

Raymond J. Land became a member of the Board of Directors in January 2006. He also serves as chairman of the Boardboard of Directors and interim Chief Financial Officerdirectors of BioAmber, Inc., a publicly traded company developing chemicals from renewable feedstocks, and a director and chairman of the Audit Committee of Mountain View Pharmaceuticals, Inc., a privately held company specializing in biopharmaceuticals. During 2017, Mr. Land also served as the interim Chief Financial Officer of BioAmber, Inc. for approximately three months. From 2008 through 2010, Mr. Land served as the Senior Vice President and Chief Financial Officer of Clarient, Inc., an advanced molecular diagnostics company. From June 2007 to June 2008, he was the Senior Vice President and Chief Financial Officer of Safeguard Scientifics, Inc., a venture capital firm. Prior to Safeguard Scientifics, Inc., Mr. Land held executive management and Chief Financial Officer positions at Medcenter Solutions, Inc., a pharmaceutical marketing company where he was also a board member, and Orchid Cellmark, a provider of DNA testing services. Mr. Land previously served as Senior Vice President and Chief Financial Officer for Genencor International, Inc., a biotechnology company focusing on bioproducts and healthcare, from 1997 until its acquisition in April 2005. From 1991 to 1996, he served as Senior Vice President and Chief Financial Officer for West Pharmaceutical Services, Inc. Previously, Mr. Land was with Campbell Soup Company, Inc. where for nine years he held increasingly senior financial positions and also served as General Manager of a frozen food division. Prior to joining Campbell Soup, he was with Coopers and Lybrand for nine years. Mr. Land is a retired Certified Public Accountant and has a B.S. degree in accounting and finance from Temple University. Mr. Land's qualifications for membership on the Board include his extensive prior experience as chief financial officer at multiple companies, including several in the life science industry. He serves as the Chairperson and designated financial expert on the Audit Committee and as a member of the Governance and Nominating Committee.

Glenn R. Larsen, Ph.D., joined the Board of Directors in February 2015. He is currently Chairman, President, and Chief Executive Officer of Aquinnah Pharmaceuticals, Inc., a pharmaceutical company focused on the development of treatments for ALS, Alzheimer’s, and other neurodegenerative diseases, which he co-founded in February 2014. He is also a co-founder and Chairman of the Boardboard of Directorsdirectors of 180 Therapeutics L.P., a clinical stage musculoskeletal drug development company focusing on treating fibrosis, which he co-founded in 2013. He previously served as Chief Scientific Officer and Executive Vice President of Research and Development at SpringLeaf Therapeutics, Inc., a producer of combination drug delivery devices, from 2010 through 2013 and as Chief Operating Officer and Executive Vice President of Research and Development, and as a member of the board of directors, at Hydra Biosciences, Inc., a biopharmaceutical company, from 2003 through 2010. During his prior employment at Wyeth (now Pfizer)/Genetics Institute, Dr. Larsen served in various drug discovery and development leadership positions, including Vice President Musculoskeletal Sciences where he directed Wyeth’s second-largest therapeutic area with responsibility for Enbrel, an anti-TNF therapeutic with multi-billion dollar annual sales used to treat rheumatoid arthritis and other diseases. Dr. Larsen received his Ph.D. in Biochemistry from Stony Brook University and a PMD from Harvard University Business School. Dr. Larsen’s qualifications for membership on the Board include his strong scientific background in pharmaceuticals, biotech, orthopedicsand regenerative medicine, and his extensive experience in management, product developmentand business development at multiple companies in the life science industry, all of which provide the Board of Directors with innovative product and commercial development perspectives and insights. He serves as a member of the Compensation Committee and a member of the Governance and Nominating Committee.

Charles H. Sherwood, Ph.D., was appointed Chief Executive Officer of Anika Therapeutics in March 2002, and simultaneously became a member of the Board of Directors. Dr. Sherwood has served as President since June 2001. Dr. Sherwood previously served as Anika Therapeutics’ Chief Operating Officer beginning in June 2001, Vice President of Research and Development beginning in April 2000, and Vice President of Process Development and Engineering beginning in April 1998. Dr. Sherwood served as a consultant to Anika Therapeutics from January 1998 to April 1998. From 1995 to 1997, Dr. Sherwood was Senior Director of Medical Device Research and Development for Chiron Vision. In April 1995, Chiron Vision acquired IOLAB Corporation, a division of Johnson & Johnson where Dr. Sherwood had been Executive Director of Research and Development from 1993 to 1995, Director of Materials Characterization from 1989 to 1993, and Manager/Section Head from 1982 to 1989. Dr. Sherwood was also a part-time faculty member in the Department of Chemistry at the California State Polytechnic University, Pomona, California from 1984 to 1987. Dr. Sherwood received a B.S. in Chemical Engineering from Cornell University, and an M.S. and Ph.D. in Polymer Science and Engineering from the University of Massachusetts, Amherst. Dr. Sherwood also received a Certificate in Management from Claremont Graduate School. Dr. Sherwood brings to the Board an exceptional understanding of all aspects of our business given his role as our President and Chief Executive Officer, and he provides invaluable insight to the Board with respect to their decision-making functions.

Jeffery S. Thompson joined the Board of Directors in January 2011. He is a Partner with HealthEdge Investment Partners, LLC (“HealthEdge”),or HealthEdge, a Tampa, Florida based private equity firm that provides strategic capital exclusively in the healthcare industry. Mr. Thompson previously served as President, CEO, and Chairman of Enaltus, a HealthEdge portfolio company specializing in unique skincare solutions. Mr. Thompson currently serves as a director for various HealthEdge affiliated companies including AMC,Lifesync Corporation, MNG Laboratories, Formulated Solutions, Santus, MNG Laboratories,LLC, The Columbus Group,Organization, LLC, and Data Dimensions, LLC. Mr. Thompson also serves as a non-executive director for Sinclair Pharma, plc, a publicly traded, London-based, international aesthetic dermatology company. Prior to joining Anika, he served as President, Chief Executive Officer and Chairman of Advanced Bio-Technologies, and Enaltus,another HealthEdge portfolio companiescompany specializing in skincare solutions. Mr. Thompson also served as a director and the Chief Operating Officer for Stiefel Laboratories, Inc. (“Stiefel”), an independent pharmaceutical company specializing in dermatology. Prior to his Chief Operating Officer role, he was Stiefel’s Senior Vice President of U.S. Business Services of Stiefel Laboratories, Inc and President of Glades Pharmaceuticals. Earlier in his career, Mr. Thompson held sales and business management positions at Bausch & Lomb Pharmaceuticals and SmithKline Beecham. Mr. Thompson holds a B.S. in general science from the University of Pittsburgh. Mr. Thompson’s qualifications for membership on the Board include his prior experience in running a pharmaceutical company and his knowledge of the medical device industry, both of which provide the Board with product and business development perspectives and insights. He serves on the Audit Committee and the Compensation Committee.

Steven E. Wheeler joined the Board of Directors in 1993. Since 1997, he has been the President of Wheeler & Co., a private investment firm. He is also currently a director of HFF, Inc. During the past five years, Mr. Wheeler also served as a director of Bariston Partners, LLC, a private equity investment firm, and PingTone Communications, Inc., a privately-heldprivately held VOIP telephone services provider. Between 1993 and 1996, he was Managing Director and a director of Copley Real Estate Advisors and President, Chief Executive Officer, and a director of Copley Properties, Inc., a publicly traded real estate investment trust. From 1991 to 1993, he was Chairman and Chief Executive Officer of Hancock Realty Investors, which manages an equity real estate portfolio. Earlier, he was an Executive Vice President of Bank of New England Corporation from 1990 to 1991. Mr. Wheeler received a B.S. in engineering from the University of Virginia, an M.S. in nuclear engineering from the University of Michigan and an M.B.A. from Harvard University Business School. Mr. Wheeler brings to the Board a broad understanding of business and finance matters, as well as over 20 years of experience as a member of the Board. He serves as a member of the Compensation Committee and as Chairperson of the Governance and Nominating Committee.

The Board’s Role in Risk Oversight

The role of the Board of Directors in our risk oversight process includes receiving reports from management or a Board committee chairperson on areas of material risk to our Company,company, including operational, financial, commercial, legal, regulatory, strategic, and reputational risks. The Board has delegated primary responsibility to the Audit Committee to review these reports and discuss with management the process by which management assesses and manages our risk exposure, risk management, and risk mitigation strategies. The Audit Committee also works with other committees to assess areas of risk under the particular purview of those committees. When the Audit Committee receives a report from management or another committee, the Chairperson of the Audit Committee reports on his or her review of the report to the full Board. This enables the Board and its committees to coordinate the risk oversight role to ensure that all directors receive all significant risk-related information. The Board also administers its risk oversight function through the required approval by the Board (or a committee of the Board) of significant transactions and other material decisions and through regular periodic reports from our independent registered public accounting firm and other outside consultants regarding various areas of potential risk, including, among others, those relating to our internal controls and financial reporting. In addition, as part of its charter, the Audit Committee discusses with management and our independent registered public accounting firm significant risks and exposures, as well as the steps management has taken to minimize those risks.

Board Leadership Structure

Since March 9, 2018, Dr. Bower serveshas served as the Lead DirectorChairman of the Board. He previously served as lead director, and the Board of Directors.Directors did not have a Chairman. Separating the Lead DirectorChairman role and the Chief Executive Officer role allows our Chief Executive Officer to focus on the strategic management of our day-to-day business, while allowing the Lead DirectorChairman to focus on leading ourthe Board in its fundamental role of providing advice to and independently overseeing management. The Board recognizes the time, effort, and energy that the Chief Executive Officer is required to devote to his position in the current business environment, as well as the commitment required to serve as our Lead Director,Chairman, particularly as the Board’s oversight responsibilities continue to grow. The Board believes that having separate positions, with an independent, non-executive director serving as the Lead Director,Chairman, is the appropriate leadership structure for our Companycompany at this time and allows the Board to fulfill its role with appropriate independence.

Corporate Governance, Board Matters, and Committees

The Board of Directors has determined that each of its members, except for Dr. Sherwood,Mr. Darling, is “independent” within the meaning of the director independence standards of the NASDAQ Stock Market, Inc. (“NASDAQ”) and the SEC. The Board based these determinations primarily on a review of the responses of each director to questions regarding employment and compensation history, affiliations, and family and other relationships, and on other relevant discussions with the directors.

Independent directors meet periodicallyregularly in executive sessions without management participation. The executive sessions generally occur in connection with regularly scheduled meetings of the Board and committees of the Board, and at other times the independent directors deem appropriate. The executive sessions are chaired either by the Lead DirectorChairman of the Board or by the Chairperson of the Board committee having jurisdiction over the particular subject matter to be discussed at the particular meeting or portion of a meeting.

The Board reviews matters related to our corporate governance annually at a regularly scheduled meeting of the Board. This includes an evaluation of our by-laws, committee charters, shareholderstockholder rights plan, and other matters related to our governance. During this review, the Board assesses input from management and outside consultants to discern whether any actions should be taken on any of these topics. Furthermore, the Board conducts periodic evaluations that focus on the effectiveness of the Board as a whole and of its committees. Board members complete a detailed questionnaire that (a) provides for quantitative rankings in key areas and (b) seeks subjective comments in each of those areas. In addition, members of each Board committee complete a detailed questionnaire to evaluate how well their committee is operating and to make suggestions for improvement. The evaluation process is managed by the Chairperson of the Nominating and Governance Committee, with advice from outside counsel. Outside counsel conducts separate, confidential interviews with each of the directors to follow-up on responses and comments reflected in the questionnaires. An anonymized summary of the principal findings from the questionnaires and interviews is prepared by outside counsel and is used as the basis for self-assessment discussions by the Board and its committees.

The Board met foureight times during 2016.2017. No director attended less than 80% of the aggregate of (1) the total number of Board meetings and (2) the total number of meetings held by all committees on which such director served. Our Annual Meetings of Stockholders are generally held to coincide with the Board’s regularly scheduled meetings. Directors are encouraged to attend the Annual Meeting. Each of the then-current directors attended the 20162017 Annual Meeting of Stockholders.

The Board currently has three standing committees:

The Board has adopted a written charter for each of the Audit Committee, the Compensation Committee, and the Governance and Nominating Committee, which are reviewed at least yearly by each of the committees. You can find links to these materials in the corporate governance section of our website at http://www.anikatherapeutics.com. Please note that the information contained on the website is not incorporated by reference in, or considered to be a part of, this proxy statement. Proxy Statement.

Audit Committee.Committee

The current members of the Audit Committee are Mr. Land, as Chairperson, Dr. Bower, and Mr. Thompson. Mr.Messrs. Land and Thompson and Dr. Bower and Mr. Thompson served on the Audit Committee throughout 2016.2017. The Board of Directors has determined that each member of the Audit Committee meets the independence requirements promulgated by NASDAQ and the SEC, including Rule 10A-3(b)(1) under the Securities Exchange Act of 1934 as amended (the “Exchange Act”).or the Exchange Act. In addition, the Board has determined that each member of the Audit Committee is financially literate and has the requisite financial sophistication to serve on the committee. The Board has also determined that Mr. Land qualifies as an “audit committee financial expert” under the rules of the SEC. Stockholders should understand that this designation is a disclosure requirement of the SEC related to Mr. Land’s experience and understanding with respect to certain accounting and auditing matters. The designation does not impose upon Mr. Land any duties, obligations, or liability that are greater than those that are generally imposed on him as a member of the Audit Committee and the Board, and his designation as an audit committee financial expert pursuant to this SEC requirement does not affect the duties, obligations, or liability of any other member of the Audit Committee or the Board.

The purposes of the Audit Committee are, among other things, to (1) oversee our accounting and financial reporting processes and the audits of our financial statements, (2) take, or recommend that the Board take, appropriate action to oversee the qualifications, independence and performance of our independent registered public accounting firm, (3) lead the review of our risk management processes and exposure to risk, and (4) prepare an Audit Committee report as required by the SEC to be included in our annual proxy statement. The Audit Committee has direct authority to appoint, retain, oversee, and, when appropriate, terminate our independent registered public accounting firm. The Audit Committee also has the responsibility to confer with the independent registered public accounting firm regarding the scope, method, and result of the audit of our books and records, to report the same to the Board, of Directors, and to establish and monitor a policy relative to non-audit services provided by the independent registered public accounting firm in order to ensure the firm’s independence.

The Audit Committee holds separate sessions of its meetings, outside the presence of management, with our independent auditors in conjunction with each regularly scheduled Audit Committee meeting in which the independent auditors participate. The Audit Committee met twelvenine times during 2016.2017.

Compensation Committee

Compensation Committee.The current members of the Compensation Committee are Dr. Bower, as Chairperson, Dr. Larsen, Mr. Thompson, and Mr. Wheeler, each of whom is independent for purposes of NASDAQ listing standards and the SEC.applicable SEC regulations. Messrs. Thompson and Wheeler and Dr.Drs. Bower and Dr. Larsen served on the Compensation Committee throughout 2016.2017. The Compensation Committee, among other things, exercises on behalf of the Board of Directors all of the Board’s responsibilities relating to the development and implementation of our compensation programs which provide incentives that further our long-term strategic plan with the goal of enhancing enduring stockholder value, including: (1) managing our overall compensation structure, policies and programs, (2) reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer and other executive officers, (3) reviewing the performance of and determining the compensation of our Chief Executive Officer, (4) reviewing the performance of and determining, with the advice and assistance of the Chief Executive Officer, the compensation of our executive officers other than the Chief Executive Officer, (5) annually reviewing and recommending to the Board compensation for non-employee directors, (6) overseeing our overall compensation programs, including granting awards under our stock option and equity incentive plan, (7) preparing a report on executive compensation to be included in our annual proxy statement, and (8) appointing, retaining, compensating, terminating, and overseeing the work of any compensation consultant or other compensation adviser, as well as considering the independence of any compensation consultant or other compensation adviser. The Compensation Committee met sixfive times during 2016.2017.

Governance and Nominating Committee.Committee

The current members of the Governance and Nominating Committee are Mr. Wheeler, as Chairperson, Mr. Land, and Dr. Larsen, each of whom is independent for purposes of NASDAQ listing standards and the SEC.Larsen. Messrs. Wheeler and Land and Dr. Larsen served on the Governance and Nominating Committee throughout 2016.2017. The Governance and Nominating Committee is primarily responsible for (1) recommending to the Board of Directors the criteria for Board and committee membership, (2) identifying, evaluating, and recommending nominees to stand for election as directors at each Annual Meeting of Stockholders, including incumbent directors and candidates recommended by stockholders, (3) matters related to executive and Board succession, (4) coordinating the evaluation of the Board and its committees, and (5) Board education programs. The Governance and Nominating Committee met five times during 2016. 2017.

When considering candidates for director, the Governance and Nominating Committee takes into account a number of factors, including the following minimum qualifications: the nominee shall have the highest personal and professional integrity, shall have demonstrated exceptional ability and judgment, and shall be most effective, in conjunction with the other members of the Board, in collectively serving the long-term interests of the stockholders. In addition, the Governance and Nominating Committee will take into consideration such other factors as it deems appropriate, including any direct experience in the biotechnology, pharmaceutical, and/or life sciences industries or in the markets in which we operate. The Board has adopted a retirement policy providing that directors will not be nominated for election to the Board after their 75^th birthday, which was waived by the Board in relation to the election of Dr. Bower at the 2015 Annual Meeting due to his distinguished experience and unique leadership position with our company and the Board. The Board plans to revisit this policy in 2018. While we do not have a formal diversity policy, the Governance and Nominating Committee may consider whether the candidate, if elected, assists in achieving a mix of Board members that represents a diversity of background and experience. The Governance and Nominating Committee may also consider, among other things, the skills of the candidate, his or her availability, the candidate’s depth and breadth of experience or other background characteristics, and his or her independence. Depending upon the current needs ofIn addition, the Board thesebelieves that diversity is an important component of a board of directors and other factors may be weighed more or less heavily bygood corporate governance, including diversity of background, skills, experience, gender, race, and ethnicity. Although we do not currently have formal diversity policy, the Governance and Nominating Committee.Committee, guided by its charter, assesses and considers the diversity of the Board prior to nominating candidates and seeks to identify director candidates who will enhance the Board’s overall diversity. The Governance and Nominating Committee and the Board select candidates on the basis of qualifications and experience without discriminating on the basis of race, color, national origin, gender, sex, sexual preference, or religion. The Board has adopted a retirement policy providing that directors will not be nominated for election to the Board after their 75^th birthday, which was waived by the Board in relation to the nomination of Dr. Bower for election at the 2018 Annual Meeting due to his distinguished experience and unique leadership position with our company and the Board. We believe that our current Board members collectively possess diverse knowledge, expertise, and experience in the disciplines that impact our business.

The Governance and Nominating Committee will consider written recommendations from stockholders of Anika Therapeutics regarding potential candidates for election as directors. The Governance and Nominating Committee will review and evaluate the qualifications of director nominee candidates who have been recommended by stockholders in compliance with procedures established from time to time by the Governance and Nominating Committee and will conduct such inquiries as it deems appropriate. The Governance and Nominating Committee will consider for nomination any proposed director candidate who is deemed qualified by the Governance and Nominating Committee in light of the minimum qualifications and other criteria for Board membership described above or otherwise approved by the Board from time to time.

Stockholders wishing to suggest a candidate for director should write to the Governance and Nominating Committee in care of our Chief Executive Officer, Anika Therapeutics, Inc., 32 Wiggins Avenue, Bedford, Massachusetts 01730 and include:

The Governance and Nominating Committee may solicit recommendations for candidates for directors from non-management directors, the Chief Executive Officer, other executive officers, third-party search firms, and such other sources as it deems appropriate, including stockholders. The Governance and Nominating Committee will review and evaluate the qualifications of all such proposed candidates in the same manner and without regard to the source of the recommendation.

Communications with the Board of Directors

If you wish to communicate with any of our directors or the Board of Directors as a group, you may do so by writing to the Board, or such individual director(s), in care of our Chief Executive Officer, Anika Therapeutics, Inc., 32 Wiggins Avenue, Bedford, Massachusetts 01730.

We recommend that all correspondence be sent via certified U.S. mail, return receipt requested. All correspondence received by the Chief Executive Officer will be forwarded promptly to the appropriate addressee(s).

Code of Business Conduct

It is our policy that all of our officers, directors, and employees worldwide conduct our business in an honest and ethical manner and in compliance with all applicable laws and regulations. The Board of Directors has adopted the Anika Therapeutics, Inc. Code of Business Conduct and Ethics in order to clarify, disseminate and enforce this policy. The Code of Business Conduct and Ethics applies to all of our officers, directors, and employees worldwide, including our Chief Executive Officer and Chief Financial Officer. The Code of Business Conduct and Ethics can be viewed on the investor relations section of our website athttp://www.anikatherapeutics.com under “Corporate Governance.” Please note that the information contained on the website is not incorporated by reference in, or considered to be part of, this proxy statement.Proxy Statement.

Majority Voting in Uncontested Director Elections Policy

On December 8, 2015, the Board of Directors adopted our “Majority Voting in Uncontested Director Elections Policy.” An uncontested election occurs when the number of director nominees is equal to the number of Board positions to be filled through election and proxies are being solicited for such election of directors solely by our company. Pursuant to our policy in such an election, if a director receives a greater number of votes “withheld” than “for” his or her election, such director shall promptly offer his or her resignation for consideration by the Governance and Nominating Committee. The Governance and Nominating Committee shall then consider all of the relevant facts and circumstances, and the committee shall recommend to the Board whether or not to accept such offer of resignation. The final decision of whether or not to accept such resignation shall be made by the Board, and, if required or determined by the Board to be desirable, we shall appropriately disclose the decision of the Board along with the rationale for such decision.

Transactions with Related Persons and Conflict of Interest Policy

It is our policy that all employees and directors, as well as their family members, must avoid any activity that is or has the appearance of conflicting with our business interests. This policy is included in our Code of Business Conduct and Ethics, and it is supplemented by our Conflict of Interest Policy, which was implemented by the Board of Directors on October 6, 2015. Both the Code of Business Conduct and Ethics and the Conflict of Interest Policy are reviewed annually. Among other things, this policy requires each director and officer of Anika Therapeutics to provide written notice of any potential related party transaction, defined by our policy to mirror the definition of Item 404 of Regulation S-K (with the exception that our policy includes a monetary threshold of $100,000 as opposed to the threshold of $120,000 set by Item 404 of Regulation S-K) to the Lead DirectorChairman of the Board (or to the Chief Executive Officer if such transaction involves the Lead Director)Chairman of the Board) including all information that the Lead DirectorChairman of the Board or Chief Executive Officer may request. Upon receiving all relevant information, the disinterested members of the Board may approve the transaction if they determine that the transaction is in the best interests of, and fair to, us, may require modifications to the transaction to make it acceptable for approval, or may reject it. The Board may also establish guidelines for ongoing management of a specific related party transaction. The policy requires that continuing related party transactions areto be reviewed on at least an annual basis. Additionally, the policy requires that all of our executives and directors to complete a directors and officers questionnaire in connection with each of our annual proxy statements, in which they are askedasks them to disclose family relationships and other related party transactions.

From January 1, 20162017 through the date of this proxy statement, we had one reportable related party transaction. Charles Sherwood III, an adult child of Dr. Charles Sherwood, one of our directorsa former director and our President andformer Chief Executive Officer through March 2018, is employed on an at-will basis as our senior corporate legal counsel, a non-executive position,Vice President Corporate Legal Counsel and received total compensation for fiscal year 20162017 of approximately $234,000,$273,300, which included 3,000 incentive stock options with an initial Black-Scholes value of $49,000,$55,000, granted under our Second Amended and Restated 2003 Stock Option and Incentive Plan, as amended (the “Second Amended 2003 Plan”)equity incentive plan on January 27, 2017 with an exercise price of $38.11$50.13 on the date of grant and vesting occurring in fourthree equal annual installments beginning one year from the date of grant. He also received, and continues to receive, benefits generally available to all employees. In 2017,For 2018, the Board approved a base salary for Mr. Sherwood III of $240,000, which includes 3,000$230,000, 4,700 incentive stock options and 3,100 performance-based stock options under the Second Amended 2003 Planour equity incentive plan with a total Black-Scholes value of approximately $55,000$156,000 on the date of grant, as well as a bonus initially targeted to equal 15%35% of his base salary. Mr. Sherwood III was also granted a promotion-based equity award of 5,000 stock options under our equity incentive plan with a total Black-Scholes value of approximately $99,000 on January 1, 2018. All equity awards granted in 2018 vest in four equal annual installments beginning one year from the date of grant. The compensation for this employeeMr. Sherwood III was determined in accordance with our standard employment and compensation practices. The 20162017 compensation was approved by the Board in accordance with our Conflict of Interest Policy. In JanuaryDecember 2017, the Board approved Mr. Sherwood III’s 20172018 compensation in accordance with our Conflict of Interest Policy for ongoing related party transactions.

BENEFICIAL OWNERSHIP OF COMMON STOCK

The following table sets forth the beneficial ownership of our common stock as of March 31, 2017,April 2, 2018, by:

Unless otherwise noted below, the address of each person listed on the table is in care of Anika Therapeutics, Inc., 32 Wiggins Avenue, Bedford, MAMassachusetts 01730.

* Indicates less than 1%

Section 16(a) Beneficial Ownership Reporting Compliance

The Exchange Act requires that our officers, directors, and persons who own more than 10% of our common stock file initial reports of ownership and report of changes in ownership with the SEC and NASDAQ. Officers, directors and persons who beneficially own more than 10% of our common stock are also required to furnish us with a copy of all forms they file pursuant to Section 16(a) of the Exchange Act. To our knowledge, based solely upon a review of Forms 3, 4 and 5 and other applicable forms as well as amendments thereto furnished to us under Rule 16a-3(e) of the Exchange Act for the year ended December 31, 2016,2017, no officer, director, or person who owns more than 10% of our outstanding shares of common stock failed to file such reports on a timely basis.basis during 2017.

EXECUTIVE OFFICERS

The Board of Directors elects our executive officers annually at a regular meeting held immediately preceding thean Annual Meeting of Stockholders. The Board also elects executive officers throughout the year as such individuals are hired by us. Such executive officers hold office until the next Annual Meeting of Stockholders or until their successors are duly elected and qualified, unless they sooner resign or are removed from office. There are no family relationships between any of our directors, director nominees, or executive officers.

The following table lists the current executive officers of Anika Therapeutics and certain information concerning the executive officers of Anika Therapeutics. It is anticipated that each of these officers will be re-appointed by the Board immediately preceding the Annual Meeting:

Dr. Sherwood’sMr. Darling’s biography is included above in the section titled “Proposal 1: Election of Directors – Information Regarding the Directors.”

Edward Ahn, Ph.D., was appointed Chief Technology and Strategy Officer on October 30, 2014. From 2012 through 2014, Dr. Ahn was Managing Director and Chief Science Officer at MedCap Advisors where he built merger strategies, strategic partnerships, and licensing agreements for emerging medical device, biotechnology, and biological organizations with a focus on regenerative medicine. Prior to his work at MedCap, Dr. Ahn was Vice President of Product Development for Pioneer Surgical Biologics from 2007 through 2012. In this role Dr. Ahn directed Pioneer Surgical Biologic’s product development policies, objectives, and initiatives. He has also served as Chief Executive Officer, Chief Technology Officer, and Founder of Angstrom Medica, Inc., a company based upon his doctoral thesis work and focused on commercializing nanotechnology in the area of Orthopedics. Dr. Ahn holds a B.S. in chemical engineering from Stanford University and both an M.S. in chemical engineering practice and a Ph.D. in chemical engineering from Massachusetts Institute of Technology.

Dana Alexander was appointed Chief Operations Officer on April 4, 2016. Mr. Alexander has spent the last 14 years in various leadership roles at Genzyme Corporation. From 2011 through 2016, Mr. Alexander served as Senior Director of Biologics Manufacturing Operations, heading manufacturing at Genzyme’s flagship biologics plant, with responsibilities including overseeing production planning and execution, bringing new manufacturing capacity on-line, and implementing new production and quality systems. During his tenure at Genzyme Corporation, Mr. Alexander also held other leadership roles and provided operational oversight for the construction, start-up, and approval of a new cGMP cell culture facility, managed Chemistry, Manufacturing and Control (CMC) activities for a variety of late stage and commercial products, and led operation product teams across complex supply chains to deliver global clinical and commercial supply requirements. Mr. Alexander holds a B.S. in chemical engineering from Northeastern University and an M.B.A. from Boston University.

Sylvia Cheung was appointed Chief Financial Officer, Treasurer and Secretary on April 1, 2013. Ms. Cheung served as our Vice President of Strategic Processes commencing in 2012. Since October 2014, she has also served as General Manager for our Italy-based subsidiary, Anika Therapeutics S.r.l., and she served in the same role from 2010 to 2011. Ms. Cheung originally joined our company as its Controller in 2005, and, in addition to fulfilling these financial responsibilities, she led our integration of Anika S.r.l. subsequent to its acquisition in 2009. Prior to joining Anika, she held a series of progressively responsible financial management positions at Transkaryotic Therapies, Inc. From 1995 to 2000, Ms. Cheung worked for PricewaterhouseCoopers LLP as an Audit Senior Associate with a focus in technology companies. Ms. Cheung holds a B.S. in business administration and accounting from the University of Massachusetts in Amherst and an M.B.A. from Boston University, and she is a Certified Public Accountant (inactive).

Edward Ahn, Ph.D., was appointed Chief Technology and Strategy Officer on October 30, 2014. From 2012 through 2014, Dr. Ahn was Managing Director and Chief Science Officer at MedCap Advisors where he built merger strategies, strategic partnerships and licensing agreements for emerging medical device, biotechnology and biological organizations with a focus on regenerative medicine. Prior to his work at MedCap, Dr. Ahn was Vice President of Product Development for Pioneer Surgical Biologics from 2007 through 2012. In this role Dr. Ahn directed Pioneer Surgical Biologic’s product development policies, objectives and initiatives. He has also served as Chief Executive Officer, Chief Technology Officer and Founder of Angstrom Medica, Inc., a company based upon his doctoral thesis work and focused on commercializing nanotechnology in the area of Orthopedics. Dr. Ahn holds a B.S. in chemical engineering from Stanford University and both an M.S. in chemical engineering practice and a Ph.D. in chemical engineering from Massachusetts Institute of Technology.

Thomas Finnerty was appointed Chief Human Resources Officer on October 30, 2017. From June 2017 through his appointment, Mr. Finnerty served as a human resources consultant to our company. Prior to his work with Anika, Mr. Finnerty served as the Senior Vice President of Human Resources at Smith & Nephew from 1999 through 2016 where he was responsible for delivering value-added programs, processes and leadership in global human capital management. Mr. Finnerty has also held human resources positions at Novartis/Chiron Diagnostics and the Foxboro Company. Mr. Finnerty holds B.S. in business from the University of Massachusetts Dartmouth and an M.B.A. from Babson College.

Richard Hague was appointed Chief Commercial Officer on October 26, 2015. From November 2014 through joining our company, Mr. Hague was the Vice President Sales and Marketing at TEI Medical where he was responsible for driving the revenue growth of that corporation’s dermal scaffold product, as well as for the build out of its sales and marketing teams. From 2011 through 2014, Mr. Hague was Vice President Sales, Marketing, and Commercial Operations for Sanofi Biosurgery’s Cell Therapy and Regenerative Medicine group. In this role, Mr. Hague was responsible for the global commercial operations of the group’s products in the orthopedic sports medicine and burn markets. Prior to this, Mr. Hague was the Senior Director and Head of Sales for Genzyme Biosurgery where he headed the U.S. sales team in the orthopedics and sports medicine market. Mr. Hague holds a B.S. in marketing from the University of Connecticut.

COMPENSATION DISCUSSION AND ANALYSIS

This section describes and analyzes the material elements of the 20162017 compensation for our executive officersNamed Executive Officers, or NEOs, identified in the Summary Compensation Table, hereunder. as follows:

Effective March 9, 2018, Dr. Sherwood retired as Chief Executive Officer, and Mr. Darling was appointed to that position. That transition did not impact the compensation decisions for 2017 discussed below.

We referhave divided this discussion into five parts:

Executive Summary

Our Fiscal Year 2017 Business Performance. We generated 10% top line growth in 2017, and our total shareholder return, or TSR, for two-year period ended December 31, 2017 increased by 41%. We continued to execute on our key strategies to enhance our performance and set the stage for enhanced growth and profitability over the next several years as we look to maximize returns from our key markets for our stakeholders. These efforts, which we believe will strengthen our competitive position and drive long-term growth and stockholder value, included:

In addition to these individualsoperational efforts, our financial highlights for 2017 included:

Compensation Decisions. We made compensation decisions for our NEOs for 2017 that were directly linked to our performance. In particular, the “Named Executive Officers” or “NEOs.” The Compensation Committee awarded to the NEOs:

Mr. Darling, who was hired in 2017, received new hire stock option and restricted stock awards in connection with accepting his offer of the Board of Directors oversees all decisions regarding the compensation of the NEOs, including base salary, annual bonuses, equity incentives, perquisites, and other agreements and arrangements.employment.

Philosophy and Process

The overall objectiveStockholder Outreach. In our say-on-pay vote last year, about 58% of the votes were cast in favor of our executive compensation. In order to achieve future results more aligned with the over 90% support we have regularly received on say-on-pay votes in prior years, management reached out to twenty-five of our largest stockholders, representing over 60% of our outstanding shares, in early 2018 to solicit feedback on our executive compensation policy is to attract and retain highly qualified executive officersprogram and to motivate themunderstand issues or concerns pertinent to providethose investors. We were able to connect with several of those investors for these conversations. The general theme from these conversations was that our investors would prefer a superior levelclearer explanation of how we align performance forand compensation through enhanced narrative disclosure and the benefitdisclosure of the particular metrics that we consider. We appreciated the feedback that we received, and, as a result of these discussions, we have, and will continue to, enhance our company and its stockholders. disclosure on these points, including in the following discussion.

Compensation Philosophy

The Compensation Committee approves our compensation policies and oversees our overall compensation program. The overriding goal of our compensation program is to drive long-term high performance and stockholder value creation through our pay programs and corporate culture. As a result, the Compensation Committee believesties performance to many aspects of our compensation program, including pay levels, incentive payouts, and pay opportunities. The Compensation Committee, utilizing both the structure of our compensation program and its discretion, as necessary, structures our executive compensation program to reward our NEOs when performance exceeds goals. A significant portion of incentive compensation is weighted towards overall leadership team achievement against targeted goals (rather than individual performance), so that if we meet or exceed our goals, the teams earn target or better awards. Conversely, if the team fails to accomplish these objectives we should provide executive officers withmeet the minimum thresholds, components of performance-based compensation will not be awarded. As a general matter, the Compensation Committee targets total NEO compensation at the median of each position’s market competitivereference point. The Compensation Committee considers a NEO’s total pay to be within the range of market median if it is within 15% of the median. We have designed our compensation program to achieve the following:

Key Compensation Policies and the opportunity to earn additional cash and equity compensation based upon our business progress and financial performance.Practices

Key Features. We believe that our executive compensation program includes key features that align the interests of the NEOs with our stockholders and does not include features that misalign their interests. During 2017, we arranged our compensation program in accordance with the practices set forth below:

Key Performance Factors. In setting the compensation for our executive officers, the Compensation Committee relies primarily on our overall financial performance and an assessment of the individual’s performance and contribution to our development and achievements. The Compensation Committee also considers the yearly shareholder advisory vote on executive compensation, which, given the high approval rate of such compensation at the 2016 Annual Meeting, resulted in no changes to our executive compensation programs for 2017. Additionally,Typical achievement measures considered by the Compensation Committee include, but may not be limited to, the following:

Peer Group. In addition to the company and individual performance metrics set forth above, the Compensation Committee weighs other quantitative factors such as general compensation trends. In this regard, the Compensation Committee periodically reviews surveys of executive compensation and information concerning compensation at similarly situated companies. The Compensation Committee engaged Radford, an Aon Hewitt Company—a business unit of Aon plc, a national executive compensation consulting firm (“Radford”), to assist the Company in selecting an appropriate peer group for compensation comparisons and to perform an executive compensation review.

The Compensation Committee, with the assistance of Radford, performed this analysis in 2013, 2015, and 2016, and 2017, and it generally performshas taken up the practice of performing this analysis at least every two years.yearly. In completing its analysis in 2016,for the 2017 compensation season, the Compensation Committee reviewed competitive data compiled by Radford from a peer group comprised of 18 companies of similar size and related businesses. The Compensation Committee also reviewed market data from the 2016 Radford Global Life Sciences Executive Survey (the “Radford Survey”) covering over 55 public biopharmaceutical and medical device companies. While the Compensation Committee does not determine compensation based on formulaic criteria, it generally seeks to achieve an overall compensation level approximating the industry median.median, within 15%. The following is the composition of the peer group utilized for 2016:our 2017 compensation analysis:

With respectRadford’s assistance, we have further adjusted the peer group for our 2018 compensation program. We believe the adjustments were appropriate to the definition ofbetter reflect changes in our company over time, based on our strong financial performance, we developed our 2016 budget with the knowledge that certain events could impact the achievement of the budgeted goals. These events included: effortsgrowing product pipeline, and preparations to gain U.S. and international approvals of Cingal; the launch of Cingal in Canada and certain European Union countries; growing the sales of Monovisc and Orthovisc in the U.S. market as adoption of Monovisc continues to expand in its second full year of commercialization in the U.S.; the execution of Hyalofast U.S. clinical development; the realization of planned operations and manufacturing gains; the ongoing international development and improvement of our business; the planned transition of manufacturing operationsa direct commercial model for our Italian subsidiary’s products from an Italian contract manufacturer to our Bedford, Massachusetts headquarters, geographic expansion of our existingCingal product franchises, in particular our orthobiologics franchise; and the achievement of CE-Mark approval for our latest orthobiologics product, which is branded as Orthovisc-T outside of the United States. The Compensation Committee and the Board of Directors review actual developments to determine executive compensation based on actual performance and achievements during the year.2018 peer group will be:

Components

2017 Compensation Decisions

Our NEO compensation is made up of Compensationthree key components:

The principal components of the compensation policy for our executive officers are base salary, cash bonuses,Compensation Committee separately reviews and equity based grants. Decisions regardingdecides each component, are made independent of any other component, providedbut keeps in mind the overall intent that overalltotal compensation is an aspect of our benchmark analysis.should approximate the competitive median, before adjusting for actual performance.

Base Salary.  Salary.The primary component of compensation for our executive officers is base salary.salary, which is generally paid to our NEOs to recognize fulfillment of their job responsibilities. Base salaries for these individualsour NEOs are subject to annual review by either the Board of Directors or the Compensation Committee. In addition,For this purpose, the executive officers are subject to confidentiality, non-disclosure, non-competition, non-solicitation, assignment and arbitration provisions. Base salary levels for our executive officers are determined based upon an evaluation ofCompensation Committee considers a number of factors, including the individual’s level of responsibility, experience, performance, including both past company performance and individual performance in accordance with the metrics previously discussed, as well as competitive market practices as determined by our analysis of management compensation surveys, and a review of other published data relating to executive compensation, including peer group data, and taking into account any contractual obligations. Salaries are reviewed and determined at the discretion of the Compensation Committee on an annual basis.basis, and there is no guaranteed year-over-year increase to any of the NEOs salaries.

For 2017, compensation increases for the NEOs were generally limited to 3.5%. Dr. Ahn’s base salary was increased at a higher rate in order to better align to market median for similar positions. Mr. Darling’s annual rate of base salary was set based on the employment agreement he entered with us upon being hired in July 2017. The base salary included in the Summary Compensation Table for Mr. Darling reflects the amount actually paid for the portion of 2017 he was employed by us. The following summarizes the base salary decisions for 2017 for the NEOs:

2017 Base Salary Adjustments

Cash Bonus.  Bonus.The second principal component of our compensation policy for executive officers consists of discretionary cash bonuses.bonuses, which are generally paid to our NEOs to motivate attainment of our near-term goals that are consistent with our long-term strategic plan.

Each NEO has a target annual bonus amount established by the Compensation Committee that is expressed as a percentage of the NEO’s base salary. In 2017, these targets were consistent with the targets from the prior several years. The Compensation Committee establishes the target bonus amounts consistent with its review of peer group practices and to provide in its view an appropriate balance between fixed (salary) and variable (bonus) cash compensation. Mr. Darling’s 2017 cash bonus target was established in his employment agreement in connection with being hired. The 2017 target bonus amounts for the NEOs were as follows:

2017 Cash Bonus Targets

Actual bonus amounts awarded depend on the Compensation Committee’s assessment of our business and individual NEO performance. The Compensation Committee considers the achievement ofour financial results, organizational development, businessperformance in accordance with metrics previously discussed, our overall operational performance, and technical development, andour contribution to increasing shareholderstockholder value at its discretion to determine an appropriate level of baseline cash bonus compensation for our NEOs. Once the amountsCompensation Committee has established this baseline, it considers the applicable individual performance in its discretion to adjust each individual NEO’s cash bonus payment. See “Key Performance Factors” above regarding the key financial and the timing of the bonuses awarded to executive officers.individual performance factors considered. Historically, cash bonuses for the most recently completed year are awarded contemporaneously with annual compensation reviews for the subsequent year. Bonuses are prorated in the year of hire, provided that the employee begins their employment with us prior to October 1. The Compensation Committee may also, grantsin certain circumstances, grant cash bonuses for executive retention purposes, taking into account, among other things, general industry practices, special performance bonuses in exceptional circumstances, and any contractual obligations. Bonuses are not determined based on a formula, but rather by taking into account both company and individual performance as a whole.

After the completion of the 20162017 fiscal year, the Compensation Committee, with the assistance of the Chief Executive Officer, reviewed our performance, as well as the individual performance of each executive officer. Accomplishments that factoredThe accomplishments set forth in the Executive Summary section titled “Our Fiscal Year 2017 Business Performance” were taken into the bonus and equity awards for 2016 included: strong financial results, including achieving 17% product revenue growth from 2015 and exceeding internal net income targets; the maintenance of U.S. market-leading positions for our Orthovisc and Monovisc products; CE-Mark approval of Cingal; progress on the U.S. FDA approval pathway for Cingal; continued implementation of our strategic decision to consolidate our manufacturing operations, including for products previously outsourced to a contract manufacturer, at our Bedford, Massachusetts headquarters; advancementsaccount in our research and development pipeline; organizational development, including the hiring of certain key contributors within the organization; and the achievement of CE-Mark approval for our latest orthobiologic product, which is branded as Orthovisc-T outside of the United States.this review. For the year, the Compensation Committee determined that while we made excellent overall progress.business progress, certain operational achievements fell short of our internal goals. As a result, the Compensation Committee, using its informed judgment and without pre-established formulas, set a cash bonus payment baseline of 80% of the target for each NEO, subject to adjustment based on individual performance achievement. The final, individual results, which are included in the “Bonus” column in the Summary Compensation Table, were as follows: 

2017 Cash Bonus Decisions

Equity Based

Equity-Based Grants.The third principal component of our compensation policy for executive officers consists of grants under the Second Amended 2003 Plan.our equity incentive plan, which are generally provided to our NEOs to align their interests with those of our stockholders, to motivate attainment of our long-term strategic vision, and for retention purposes. Under thisour equity compensation plan, executive officersNEOs may be granted stock options or other forms of equity securities, including stock appreciation rights (“SARs”),or SARs, restricted stock awards, and performance-based equity awards. In 2016,Equity awards are granted at a regularly-scheduled Compensation Committee meeting, generally during the first quarter of each year. Awards are generally effective on the date of the meeting at which they were approved. Dates for Compensation Committee meetings are usually set during the prior year, and the timing of meetings and awards is unrelated to the release of material non-public information.

The amount and form of equity-based grants each year are determined by the Compensation Committee grantedusing its informed judgment and taking into account company performance, competitive practices, and median total compensation levels. For the last several years, the Compensation Committee has increasingly used performance-based equity awards. For 2017, other than the new hire grants made to executive officers commonMr. Darling, the Compensation Committee awarded the NEOs a balanced mix of time-vesting and performance-based stock options, performance-based commonas follows:

2017 Stock Option Grants

* Mr. Darling received a new hire grant on July 27, 2017 consisting of 41,609 stock options and 14,506 shares of restricted stock awards as described herein. The equity component of our compensation policy provides the opportunity for our executive officers to be compensated based upon increases in the market price of our common stock. The Compensation Committee has delegated to our Chief Executive Officer the ability under the Second Amended 2003 Plan to grant to non-officer employees up to an annual maximum of 50,000 shares per individual and 300,000 shares per year in the aggregate, provided any such grants comply with all existing plan and statutory requirements.

In February 2016, the Compensation Committee granted certain executive officers performance-based stock option awards under the Second Amended 2003 Plan, with the awards to be measured based on our 2016 financial results and certain business criteria, including, among other things, obtaining CE-Mark approval of Cingal and obtaining approval for a new product in the U.S. or the European Union. In February 2017, the Compensation Committee measured the executive officers’ performance in granting such awards under the Second Amended 2003 Plan. The related grants are detailed in the table captioned “Option Grants and Plan Awards in 2016” included herein.

Compensation of Chief Executive Officer. In 2016, Dr. Sherwood’s annual salary was $601,586. In determining the compensation for Dr. Sherwood in 2016, the Compensation Committee evaluated corporate, individual, and organizational accomplishments by Anika Therapeutics in 2015. In addition, the Compensation Committee took into account information regarding the compensation paid to other Chief Executive Officers in comparably sized, publicly traded companies in the pharmaceutical and medical device industry and the relative performance of such companies, as well as the data from the Radford Survey. 

In recognition of the corporate, individual, and organizational accomplishments of Anika Therapeutics for 2016, including his leadership and contributions to our performance and financial results for the year, in January 2017, the Compensation Committee awarded Dr. Sherwood a cash bonus of $496,308, or 110% of his target bonus.

The Compensation Committee also factored into its evaluation the aggregateperformance-based stock options were approved at a target level, but were earned based on a combination of our 2017 net income results and achievement of specified business milestones, as follows:

2017 Performance-Based Stock Options Goals and Results

Due to his hire date, Mr. Darling did not receive performance-based option awards. Instead, his employment agreement provided for two new hire equity grants with a total grant date value of all compensation received by the Chief Executive Officer, including the value$1,500,000, provided 50% as stock options and 50% as shares of equity awards received by the Chief Executive Officer as compared to the holdings of other comparably situated Chief Executive Officers, based on data from the Radford Survey.

Compensation of Chief Technology and Strategy Officer. In 2016, Dr. Ahn’s annual salary was $315,675. In determining the compensation for Dr. Ahn in 2016, the Compensation Committee evaluated corporate, individual, and organizational accomplishments by Anika Therapeutics in 2015.restricted stock, each vesting annually over three years following grant. The Compensation Committee took into account information regarding the compensation paidbelieved that these new hire grants were necessary to other individuals in similar professional capacities in comparably sized, publicly traded companieshire Mr. Darling and that they align his interests with those of our stockholders.

These 2017 equity grants are shown in the pharmaceuticalSummary Compensation Table under the “Option Awards” and medical device industry“Stock Awards” columns, and additional details are included in the relative performanceGrants of such companies, as well as data from the Radford Survey.Plan-Based Awards Table.

In recognition of the corporate, individual, and organizational achievements of Anika Therapeutics for 2016, including his contributions to our performance and financial results for the year, in January 2017, theOther Compensation Committee awarded Dr. Ahn a cash bonus of $156,259, or 110% of his target bonus. 

Compensation of Chief Operations Officer.Mr. Alexander joined our company on April 4, 2016. Mr. Alexander’s salary compensation was $285,000, which reflected his salary as prorated for the period between his start date and the end of 2016. The Compensation Committee took into account information regarding the compensation paid to other individuals in similar professional capacities in comparably sized, publicly traded companies in the pharmaceutical and medical device industry and the relative performance of such companies, as well as data from the Radford Survey.

In recognition of the corporate, individual, and organizational achievements of Anika Therapeutics for 2016, including his contributions to our performance and financial results for the year, in January 2017, the Compensation Committee awarded Mr. Alexander a cash bonus of $76,950, or 80% of his target bonus prorated to his date of hire.Matters

Compensation of Chief Financial Officer.Employment Agreements In 2016, Ms. Cheung’s annual salary was $346,942. In determining compensation for Ms. Cheung in 2016, the Compensation Committee evaluated corporate, individual and organizational accomplishments by Anika Therapeutics in 2015. In addition, the Compensation Committee took into account information regarding the compensation paid to other Chief Financial Officers in comparably sized, publicly traded companies in the pharmaceutical and medical device industry and the relative performance of such companies, and data from the Radford Survey.

In recognition of the corporate, individual, and organizational achievements of Anika Therapeutics for 2016, including her contributions to our performance and financial results for the year, in January 2017, the Compensation Committee awarded Ms. Cheung a cash bonus of $171,736, or 110% of her target bonus. 

Compensation of Chief Commercial Officer.  In 2016, Mr. Hague’s annual salary was $315,000. The Compensation Committee took into account information regarding the compensation paid to other individuals in similar professional capacities in comparably sized, publicly traded companies in the pharmaceutical and medical device industry and the relative performance of such companies, as well as data from the Radford Survey.

In recognition of the corporate, individual, and organizational achievements of Anika Therapeutics for 2016, including his contributions to our performance and financial results for the year, in January 2017, the Compensation Committee awarded Mr. Hague a cash bonus of $127,575, or 90% of his target bonus. 

Compensation of Chief Medical Officer.  Dr. Mascioli joined our company on April 4, 2016. Dr. Mascioli’s salary compensation was $350,000, which reflected his salary as prorated for the period between his start date and the end of 2016. The Compensation Committee took into account information regarding the compensation paid to other individuals in similar professional capacities in comparably sized, publicly traded companies in the pharmaceutical and medical device industry and the relative performance of such companies, as well as data from the Radford Survey. Dr. Mascioli did not receive a cash bonus for 2016 due to the termination of his employment on January 23, 2017.