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 ofNOTICE OF ANNUAL MEETING OF STOCKHOLDERS

The 2019 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 MassachusettsDelaware corporation (the "Company"(“Anika"), will be held at the Company’sAnika’s corporate headquarters, 32 Wiggins Avenue, Bedford, Massachusetts, 01730, on Tuesday,Thursday, June 13, 2017,18, 2019, at 11:30 a.m. local time to consider and vote upon, Eastern time. At the Annual Meeting the following matters:matters will be considered:

 

1.	Electionelection of twothree Class IIIII directors;
2.	Approvalamendment of the Anika Therapeutics, Inc. 2017 Omnibus Incentive Plan;
3.	Ratificationratification of the appointment of Deloitte & Touche LLP as the Company’sAnika’s independent registered public accounting firmauditor for the 2017 fiscal year;2019;
4.	Advisoryadvisory “say on pay” vote to approve executive compensation as disclosed in this proxy statement;
5.	Advisory vote on the frequency of future advisory votes on executive compensation; and
6.5.	Anyany other matters that may properly come before the Annual Meeting.

 

Only stockholders of record of common stock par value $0.01 per share, at the close of business on April 17, 2017,22, 2019, 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 are furnishing proxy materials to our stockholders are cordially invitedover the Internet. This e-proxy process expedites stockholders’ receipt of proxy materials, lowers our costs and reduces the environmental impact of the Annual Meeting. Today we sent to most of our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement for the Annual Meeting and our 2018 Annual Report to Stockholders, as well as how to vote via the Internet. Other stockholders will receive copies of the Proxy Statement, a proxy card and the 2018 Annual Report by mail or e-mail. If you received a Notice of Internet Availability of Proxy Materials 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 Notice of Internet Availability of Proxy Materials.

Your vote is 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 of Internet Availability of Proxy Materials. Returning a proxy card or otherwise submitting your proxy does not deprive you of your right to attend the Annual Meeting and vote in person.

Anika will maintain a list of stockholders of record as of the record date at Anika Therapeutics’ corporate headquarters, 32 Wiggins Avenue, Bedford, Massachusetts, for a period beginning ten days prior to the Annual Meeting and ending at the close of the Annual Meeting.

By Order of the Board of Directors,

Sylvia Cheung

Chief Financial Officer, Treasurer, and Secretary

Bedford, Massachusetts

April 25, 2019

Important Notice Regarding the Availability of Proxy Materials you receive infor Annual Meeting on June 18, 2019:

The Notice of Annual Meeting of Stockholders, Proxy Statement and 2018 Annual Report to Stockholders are
available athttps://ir.anikatherapeutics.com/financial-information/annual-reports.

32 Wiggins Avenue

Bedford, Massachusetts 01730

Proxy Statement dated April 25, 2019

2019 Annual Meeting of Stockholders

Anika Therapeutics, Inc., a Delaware corporation, is furnishing this Proxy Statement and the mail or, if you have requested a proxy card by mail, by signing, voting, and returning 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, if you have requested therelated proxy materials in connection with the solicitation by mail, by followingits Board of Directors of proxies to be voted at its 2019 Annual Meeting of Stockholders and any postponements or adjournments thereof. Anika Therapeutics, Inc. is providing these materials to the instructionsholders of record of its common stock as of the close of business on April 22, 2019 and is first making available or mailing the proxy card. For specific instructions on how 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 stockholdersmaterials on or about April 28, 2017. If you attend the Annual Meeting, you may 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.25, 2019.

 

 

	By Order of the Board of Directors,The Annual Meeting is scheduled to be held as follows:
	Date	Thursday, June 18, 2019
	Sylvia Cheung
Time	Chief Financial Officer & Secretary
Bedford, Massachusetts
April 28, 2017

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

		Page11:30 a.m., Eastern time
		Number
2017	Address	32 Wiggins Avenue
		Bedford, Massachusetts

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

i

Table of Contents

2019 Proxy StatementSummary	1
Questions and Answers about the Annual Meeting	6
Proposal 1: Election of Directors	9
	Information Regarding the Directors	910
	The Board’s Role in Risk Oversight	1115
	Board Leadership Structure	1115
	Corporate Governance and Board Matters and Committees	1115
Board Committees	16
Communications with the Board of Directors	1420
	Code of Business Conduct	1420
Corporate Social Responsibility	20
Majority Voting in Uncontested Director Elections Policy	1420
	Transactions with Related Persons and Conflict of Interest Policy	1421
Beneficial Ownership of Common Stock	1622
	Section 16(a) Beneficial Ownership Reporting Compliance	1725
Executive Officers	1826
Compensation Discussion and Analysis	1927
Executive Summary	Philosophy and Process	1927
Compensation Philosophy	Components of Compensation	2029
Key Compensation Policies and Practices	Agreements with Named Executive Officers	2229
2018 Compensation Decisions	Second Amended and Restated 2003 Stock Option and Incentive Plan, as Amended	2331
Other Compensation Matters	Risk Considerations in Our Compensation Programs	2335
Compensation Committee Report	2439
Executive Compensation	2540
	Summary Compensation Table	2540
	Option Grants and Plan Awards in 20162018	2641
	Discussion of Summary Compensation and Grants of Plan-Based Awards Tables	26
	Outstanding Equity Awards at December 31, 20162018	2743
	20162018 Equity Award Exercises and Stock Vested	2844
	Potential Payments Upon Termination or Change in Control	2844
CEO Pay Ratio	Directors’46
Director Compensation	2947
	Board of DirectorsDirector and Executive Officer Stock Retention Guidelines	2948
	Compensation Committee Interlocks and Insider Participation	3048
Equity Compensation Plan Information	49
Proposal 2: ApprovalAmendment of the Anika Therapeutics, Inc. 2017 Omnibus Incentive Plan	3150
Audit Committee Report	3859
Proposal 3: Ratification of Appointment of Independent Registered Public Accounting FirmAuditor for 2019	3961
Proposal 4: Advisory Vote on Executive Compensation	41
Proposal 5: Frequency of Advisory Votes on Executive Compensation		4265
Other Matters	4366
Solicitation Expenses	66
Stockholder Proposals	4366
Householding	67
Appendix A: Anika Therapeutics, Inc. 2017 Omnibus Incentive PlanA	4467

 

References in this proxy statementProxy Statement to “Anika,” “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,MONOVISC and MONOVISCCINGAL are our registered trademarks. For convenience, these registered trademarks appear in this Proxy Statement without ® symbols, but that practice does not mean we will not assert, to the fullest extent under applicable law, our rights to the registered trademarks. This proxy statementProxy Statement also contains a registered trademarktrademarks and service marks that isare the property of another company and is licensed exclusively to us.other companies.

 

ii

2019 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

	iTime and Date	11:30 a.m., Eastern time, on June 18, 2019
	Place	32 Wiggins Avenue, Bedford, Massachusetts
	Record Date	April 22, 2019
	Voting	Stockholders will be entitled to one vote at the Annual Meeting for each outstanding share of common stock they hold of record as of the record date
	Outstanding Common Stock	14,206,920 shares as of the record date

Annual Meeting Agenda

How to Cast Your Vote

You can vote by any of the following methods:

Proposal 1: Election of Class II Directors

Board Representation

Additional Board Governance Practices

Proposal 2: Amendment of 2017 Omnibus Incentive Plan

The Board of Directors has approved the amendment, subject to stockholder approval, of our 2017 Omnibus Incentive Plan to increase the number of shares of common stock reserved by 1,500,000, from 1,200,000 to 2,700,000. As of April 22, 2019, a total of 212,152 shares of common stock remained available for grant under the plan. Additionally, the Board approved certain clarifying amendments, subject to stockholder approval, to the sections governing minimum vesting and tax withholding to ease plan administration. Please see the complete amendment attached hereto asAppendix A. No other provisions of the plan are proposed to be amended. The following table recaps key provisions of the plan, after giving effect to the proposed amendment.

Proposal 3: Ratification of Independent Auditor for 2019

The Audit Committee has approved the retention of Deloitte & Touche LLP as our independent auditor with respect to our consolidated financial statements as of, and for the year ending, December 31, 2019.

Proposal 4: Advisory “Say on Pay” Vote

The overall objective of our executive compensation policy is to attract and retain highly qualified executive officers and to motivate those officers to provide superior performance for the benefit of our company and stockholders.

Questions and Answers about the Annual Meeting

These materials were first made available on the Internet or mailed to stockholders on or about April 25, 2019.

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.

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 requestedAn organization 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 expediteholds 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 yourbeneficially owned shares in street name will vote in accordance with the instructions you will receiveprovide. If you do not provide the organization with specific voting instructions from your broker, bank,with respect to a proposal, under the rules of the NASDAQ Stock Market, Inc., or other nominee that you must follow in orderNASDAQ, the organization’s authority to havevote your shares voted.will depend upon whether the proposal is considered a “routine” or non-routine matter.

Any proxy given pursuant

For the purpose of determining the presence or absence of a quorum, for the transaction of business.  

At the Annual Meeting, Proposal 1 requires, with respect to each director, the affirmative vote of a majority of votes castwe will treat as present at the Annual Meeting any proxies that are voted on any of the four proposals to be acted upon 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 presentstockholders, including abstentions 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. proxies containing broker non-votes.

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.

PROPOSALIf you hold shares in street name, you may vote by following the voting instructions provided by your bank, broker, or other nominee. In general, you may vote prior to the Annual Meeting as follows:

For your information, voting via the Internet is the 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 bank, broker, or other nominee for instructions as to whether, and how, you can change or revoke your proxy.

If you are a beneficial owner of shares held in street name and do not provide specific voting instructions to the broker, bank, or other organization that is the stockholder of record of your shares, the organization generally may not vote on some proposals. Instead, the organization will inform the inspector of election that it does not have the authority to vote on the specific matter. As a result, beneficial owners of shares held in street name that do not provide specific voting instructions may not have an effect on the outcome of certain proposals. See “Q.What does it mean for a broker or other nominee to hold shares in ‘street name’?” above.

Proposal 1: Election of Directors

ELECTION OF DIRECTORS

Our company is managed under the oversight of the Board of Directors, which is led by an independent chair. The Board utilizes its deep experience in business and science – including biotech, pharmaceuticals, and medical devices – as well as its diverse backgrounds to provide management with guidance and oversight as they deliver innovative therapies to meet the needs of our patients and execute on our strategy for value creation.   

The Board sets high standards for management and employees tied to our core values of principled and ethical behavior, and we apply those same standards to the Board, undertaking regular and rigorous reviews of our performance both collectively and individually. This is evidenced in our ongoing approach to Board refreshment, having added four directors in the past four years; two of those since the last annual stockholder meeting. The current mix of longer-serving and newly-added directors provides an appropriate balance of perspectives as our Board holds management accountable for delivering long-term value and keeping the interests of our stockholders and stakeholders, including patients, employees and business partners, at the center of our priorities.

The Board of Directors is currently comprised of sixseven 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. Sherwood and Mr. Wheeler serve as Class III Directors with a term of office expiring at the 2017 Annual Meeting. Dr.Joseph Bower and Mr.Jeffery Thompson serve as Class I Directors, with a termterms of office expiring at the 20182021 Annual Meeting. Mr.Cheryl Blanchard, Raymond Land and Dr.Glenn Larsen serve as Class II Directors, with a termterms of office expiring at this year’s Annual Meeting. Joseph Darling and Susan Vogt serve as Class III Directors, with terms of office expiring at the 20192020 Annual Meeting.Meeting of Stockholders.

Dr. SherwoodBlanchard, Mr. Land and Mr. WheelerDr. Larsen are ourthe Board’s nominees for election to the Board at the 2017 Annual Meeting. The Class IIIII Directors will be elected to hold office until the 20202022 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,bylaws, to elect Dr. SherwoodBlanchard, Mr. Land and Mr. WheelerDr. Larsen as Class IIIII Directors. If eitherany of the Class IIIII 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 suchthe 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 holdersshares of common stock entitled to vote atthat are voting in the election pursuantof directors, meaning that, to our Majority Voting in Uncontested Director Elections Policy, which is described more particularly inbe elected, the section titled “Majority Voting in Uncontested Director Elections Policy” on page 14 of this Proxy Statement.shares voted “FOR” a nominee must exceed the number “WITHHELD” from that nominee. 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.proposal.

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 nomineeseach nominee for Class IIIII Director, together with his or her age (as of the record date) and the year in which he or she became a director of Anika Therapeutics, Inc.director.

Joseph L. Bower, D.B.A., joined the Board of Directors in February 1993 and has served as lead director since April 2005. 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 Director and as Chairperson of the Compensation Committee. Dr. Bower also serves on the Audit Committee.

Raymond J. Land became a member of the

Glenn R. Larsen, Ph.D., joined the Board of Directors in February 2015. He is currently President and Chief Executive Officer of Aquinnah Pharmaceuticals, Inc., a pharmaceutical company focused on the development of treatments for ALS and neurodegenerative diseases, which he co-founded in February 2014. He is also a co-founder and Chairman of the Board of Directors 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, orthopedics, and regenerative medicine, and his extensive experience in management, product development, and 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”), a Tampa, Florida based private equity firm that provides strategic capital exclusively in the healthcare industry. Mr. Thompson currently serves as a director for various HealthEdge affiliated companies including AMC, Formulated Solutions, Santus, MNG Laboratories, Columbus Group, 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, HealthEdge portfolio companies 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 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-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 aand the Chairs of Board committee chairpersoncommittees 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 ChairpersonChair of the Audit Committee reports on his or herreviews the report and then summarizes the review of the reportresults in a presentation 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

Dr.Joseph Bower serveshas served as the Lead DirectorChair of the Board since March 2018. Dr. Bower previously served as lead director when the Board of Directors.Directors did not have a Chair. Separating the Lead Director roleroles of Chair 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 DirectorChair 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,Chair, 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,Chair, is the appropriate leadership structure for our Companycompany at this time and allows the Board to fulfill its role with appropriate independence.

Corporate Governance and Board Matters and Committees

The Board of Directors has determined that each of its members, except for Dr. Sherwood,our Chief Executive Officer and President Joseph 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 DirectorChair of the Board or by the ChairpersonChair 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,bylaws, committee charters, shareholder rights plan,diversity programs, corporate social responsibility, 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 ChairpersonChair of the NominatingGovernance and GovernanceNominating 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 fourfifteen times during 2016.2018. No director attended less than 80% of the aggregate of (1) the total number of Board meetings and (2)during the total number of meetings held by all committees on which such director served.director’s term. Our Annual Meetings of Stockholders are generally held to coincide with one of the Board’s regularly scheduledregular quarterly meetings. DirectorsAlthough we have no formal policy requiring attendance, directors are encouraged to attend the Annual Meeting.Meetings of Stockholders. Each of the then-currentthen-serving or nominated directors attended the 20162018 Annual Meeting of Stockholders.

Board Committees

The Board currently has three standing committees:

The membership of each standing committees was as follows as of April 22, 2019:

The Board has adopted a written charter for each of the Audit Committee, the Compensation Committee, and the Governance and Nominating Committee,standing committee, which areis reviewed at least yearly by each of the committees.that committee. You can find links to these materialscharters in the corporate governanceinvestor relations section of our website athttp:https://www.anikatherapeutics.com. Please note that the under “Corporate Governance.” 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

The Audit Committee held 9 meetings in 2018. No member attended less than 80% of the total number of Audit Committee meetings held while the member served on the Audit Committee. The Audit Committee holds separate sessions of its meetings, outside the presence of management, with our independent auditor in conjunction with each regularly scheduled Audit Committee meeting in which the independent auditor participates. During 2018 the Audit Committee met privately with our management on 5 occasions and held 4 executive sessions with only non-employee directors in attendance. No director is eligible to serve on the Audit Committee if that director simultaneously serves on the audit committees of three or more other public companies.

The current members of the Audit Committee are Mr.Joseph Bower, Raymond Land, who serves as Chairperson, Dr. Bower,Chair, Jeffery Thompson and Mr. Thompson. Mr. Land, Dr. Bower, and Mr. Thompson served on the Audit Committee throughout 2016.Susan Vogt. The Board has determined that each member is independent, as defined for purposes of the Audit Committee meets the independence requirements promulgated bySEC and NASDAQ, and the SEC, including Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (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.Audit Committee. The Board has also determined that each of Mr. Land qualifiesand Ms. Vogt qualify under SEC rules as an “audit committee financial expert” under the rules of the SEC. Stockholders should understand that thisexpert,” which designation is aan SEC disclosure requirement of the SEC related to Mr. Land’s and Ms. Vogt’s experience and understanding with respect toof certain accounting and auditing matters. The designation does not impose upon Mr. Land or Ms. Vogt any duties, obligations or liabilityliabilities that are greater than those that are generallyotherwise imposed on himthem as a membermembers of the Audit Committee and the Board, and histheir designation as an audit committee financial expert pursuant to this SEC requirement does not affect the duties, obligations or liabilityliabilities of any other member of the Audit Committee or the Board.

Compensation Committee

The purposesCompensation Committee held 9 meetings in 2018. No member attended less than 80% of the Audittotal number of Compensation Committee are, among other things, to (1) oversee our accounting and financial reporting processes andmeetings held while the audits of our financial statements, (2) take, or recommend thatmember served on the Board take, appropriate action to overseeCompensation Committee. During 2018 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 AuditCompensation Committee report as required by the SEC to be includedheld 3 executive sessions with only non-employee directors 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.attendance.

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 twelve times during 2016.

Compensation Committee.The current members of the Compensation Committee are Dr.Cheryl Blanchard, Joseph Bower, who serves as Chairperson, Dr.Chair, Glenn Larsen Mr. Thompson, and Mr. Wheeler,Jeffery Thompson. The Board has determined that each current member of whomthe Compensation Committee is independent, for purposes of NASDAQas defined in the listing standards of NASDAQ.

Governance and Nominating Committee

The Governance and Nominating held 6 meetings in 2018. No member attended less than 80% of the SEC. Messrs. Thompsontotal number of Governance and Wheeler and Dr. Bower and Dr. LarsenNominating Committee meetings held while the member served on the Compensation Committee throughout 2016. The Compensation Committee, among other things, exercises on behalf of the Board 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 six times during 2016.

Governance and Nominating Committee. During 2018 the Governance and Nominating Committee held 1 executive session with only non-employee directors in attendance.

The current members of the Governance and Nominating Committee are Mr. Wheeler,Cheryl Blanchard, Raymond Land, Glenn Larsen and Jeffery Thompson, who serves as Chairperson, Mr. Land, and Dr. Larsen,Chair. The Board has determined that each current member of whom is independent for purposes of NASDAQ listing standards and the SEC. Messrs. Wheeler and Land and Dr. Larsen served on the Governance and Nominating Committee throughout 2016. The Governanceis independent, as defined in the listing standards of NASDAQ.

Board Membership Qualifications and Nominating Committee is primarily responsible for (1) recommending to the Board 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. Procedures

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 have a 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. Accordingly, although we do not have a formal policy, it is the practice of the Governance and Nominating Committee to include, and we request that the search firms we engage include, women and minority candidates in the pool from which the Governance and Nominating Committee selects director candidates. The Board has adopted a retirement policy providing that directors will consider written recommendations fromnot be nominated for election to the Board after their seventy-fifth birthday, which was waived by the Board in relation to the nomination of Dr. Bower for election at the 2018 Annual Meeting of Stockholders 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.

Our bylaws include a procedure that stockholders of Anika Therapeutics regarding potential candidatesmust follow in order to nominate a person for election as directors.a director at an annual meeting of stockholders. The bylaws require that timely notice of the nomination in proper written form, including all required information as specified in the bylaws, be mailed to the Governance and Nominating Committee in care of our Chief Executive Officer, Anika Therapeutics, Inc., 32 Wiggins Avenue, Bedford, Massachusetts 01730. A copy of our bylaws can be viewed on the investor relations section of our website at https://www.anikatherapeutics.com under “Corporate Governance.” 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 individual director or 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).addressee.

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:https://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.

Corporate Social Responsibility

We are committed to creating a sustainable and diverse workplace, while ensuring it operates with the highest standards of quality, ethics and corporate governance. The company has a broad range of environmental practices focused on reducing its consumption of energy, water and natural resources and minimizing its production of waste. We are dedicated to attracting and retaining highly talented people, fostering a diverse and inclusive workforce and providing a safe and healthy work environment for its employees. We collaborate with multiple charitable organizations to ensure that we give back to the communities that support us. We are also dedicated to strong governance practices as can be seen through our refreshment of the Board and our commitment to appropriate risk management strategies. Our commitments to diversity and sustainability are designed to make us a best-in-class business with efficient processes and operations, and we believe that these values can also be key drivers of company success, growth, and stockholder return over the long-term.

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, 2015.2015 and is available on our website at can be viewed on the investor relations section of our website at https://www.anikatherapeutics.com under “Corporate Governance.” 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 to the Chair of the Board (or to the Chief Executive Officer, if such transaction involves the Chair of the Board) written notice of any potential related party transaction, defined by our policy to mirror the definition of Item 404 of Regulation S-K under the Securities Exchange Act of 1934, or the Exchange Act, (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) toS-K under the Lead DirectorExchange Act). Any such notice must include all information requested by the Chair of the Board (or to the Chief Executive Officer if such transaction involves the Lead Director) including all information that the Lead Director or Chief Executive Officer may request.Officer). 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 directorsdirector and officersofficer 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, 20162018 through the date of this proxy statement,April 25, 2019, 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 and 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 20162018 of approximately $234,000,$545,375, which included 3,000cash compensation (salary plus bonus) of $290,375 and 9,700 incentive stock options and 3,100 performance-based stock options with an initiala total Black-Scholes valueValue of $49,000, granted under our Second Amended and Restated 2003 Stock Option and Incentive Plan, as amended (the “Second Amended 2003 Plan”) with an exercise price of $38.11approximately $255,000 on the datedates of grant and vesting occurringgrant. All equity awards granted in 2018 vest in four 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, the Board approved a base salaryThe compensation for Mr. Sherwood III of $240,000, which includes 3,000 incentive stock options under the Second Amended 2003 Plan with a total Black-Scholes value of approximately $55,000 on the date of grant, as well as a bonus initially targeted to equal 15% of his base salary. The compensation for this employee was determined in accordance with our standard employment and compensation practices. The 2016 compensation was approved byIn December 2017, the Board approved Mr. Sherwood III’s 2018 compensation in accordance with our Conflict of Interest Policy. In January 2017,Policy for ongoing related party transactions. Effective as of Dr. Sherwood’s resignation as a director and our Chief Executive Officer in March 2018, the Board approvedstatus of Mr. Sherwood III’s 2017III as a “related party” for purposes of our Conflict of Interest Policy terminated and his compensation and other terms of employment are no longer subject to review in accordance with our Conflict of Interest Policy for ongoing related party transactions.

BENEFICIAL OWNERSHIP OF COMMON STOCKBeneficial Ownership of Common Stock

The following table sets forth the beneficial ownership of our common stock as of March 31, 2017,April 15, 2019, by:

The number of shares of common stock owned by each person is determined under the rules of the SEC. Under these rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares that the individual has the right to acquire by June 21, 2019 (sixty days after April 22, 2019) through the conversion of a security or other right. Unless otherwise indicated, each person has sole investment and voting power, or shares such power with a family member, with respect to the shares set forth in the following table. The inclusion in this table of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of those shares for any other purpose. As of April 22, 2019, there were 14,206,920 shares of common stock outstanding. Shares not outstanding, but deemed beneficially owned by virtue of the right of a person to acquire those shares, are treated as outstanding only for purposes of determining the number and percent of shares of common stock owned by such person or group.

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%