The proxies for the Annual Meeting are being solicited by the Board.

The Notice will provide you with instructions regarding how to view our proxy materials for the Annual Meeting on the internet. From our internet site you can instruct us to send our future proxy materials to you electronically by email.

Choosing to receive your future proxy materials by email will save us the cost of printing and mailing documents to you and will reduce the impact of printing and mailing these materials on the environment. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you terminate it.

Only record holders of outstanding shares of the Company’s common stock at the close of business on March 28, 2018April 5, 2019 are entitled to notice of, and to vote at, the Annual Meeting. At the close of business on March 28, 2018,April 5, 2019, there were 55,412,40457,026,053 shares of our common stock outstanding. Each share of common stock is entitled to one vote.

In accordance with Delaware law, a list of stockholders entitled to vote at the Annual Meeting will be available at the Annual Meeting, and for 10 calendar days prior to the Annual Meeting, at 5964 La Place Court, Carlsbad, California 92008, Monday through Friday between the hours of 9:00 a.m. and 4:00 p.m. local time.

No. You may not cumulate your votes for the election of directors.

If you have shares for which you are the stockholder of record, you may vote those shares by proxy. You may also vote by proxy over the internet by following the instructions provided in the Notice, or, if you requested to receive printed proxy materials, you may also vote by mail or telephone pursuant to instructions provided on the proxy card. Additionally, shares held in your name as the stockholder of record may be voted by you in person at the Annual Meeting.

Most of our stockholders hold their shares as a beneficial owner through a broker or other nominee rather than directly in their own name. If you are the beneficial owner of shares held in “street name,” you may also vote by proxy over the internet by following the instructions provided in the Notice, or, if you requested to receive printed proxy materials, you may also vote by telephone or mail by following the voting instruction card provided to you by your broker or other nominee. If you do not give instructions to your broker, your shares may constitute “broker non-votes.” Under the rules that govern brokers who are voting shares held in street name, a broker is entitled to vote shares held for a beneficial owner on “routine” matters, such as the ratification of the appointment of Ernst & Young LLP as our independent auditors (Proposal 3)2), without instructions from the beneficial owner of those shares. On the other hand, absent instructions from the beneficial owner of such shares, a broker is not entitled to vote shares held for a beneficial owner on “non-routine” matters, such as the election of our directors (Proposal 1), the amendment and restatement of the ESPP as described herein (Proposal 2), and the vote to approve, on an advisory basis, the compensation of the our named executive officers (Proposal 4)3).

If your shares are held in street name, you may not vote your shares in person at the Annual Meeting unless you obtain a “legal proxy” from the broker or nominee that holds the shares giving you the right to vote the shares at the Annual Meeting.

Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy or voting instructions as described below so that your vote will be counted if you later decide not to attend the Annual Meeting.

In an uncontested director election (which will occur at the election of directors, directors are elected by a plurality ofAnnual Meeting), the votes which means thatcast for a nominee's election must exceed the director nominees receiving the highestvotes cast against such nominee’s election. The number of “FOR” votes will be elected. You may either vote “FOR” or “WITHHOLD” authority to vote for each nominee for director. “WITHHOLD” votes and broker non-votes will not be counted as votes cast and, therefore, will have no effect on thewith respect to a director’s election of directors.

The proposal to ratify the appointment of Ernst & Young LLP requires the affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on such proposal. Abstentions are considered present and entitled to vote with respect to this proposal and will, therefore, be treated as votes against this proposal. Broker non-votes will not be considered as present and entitled to vote on this proposal, and, therefore, will have no effect on the vote for this proposal.

The proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers requires the affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on such proposal. Abstentions are considered present and entitled to vote with respect to this proposal and will, therefore, be treated as votes against this proposal. Broker non-votes will not be considered as present and entitled to vote on this proposal, and, therefore, will have no effect on the vote for this proposal.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE:     

A majority of the outstanding shares of common stock entitled to vote at the Annual Meeting must be present in person or by proxy in order for there to be a quorum at the Annual Meeting. Both broker non-votes (discussed in Question 7) and stockholders of record who are present at the Annual Meeting in person or by proxy and who abstain from voting, including brokers holding customers’ shares of record who cause abstentions to be recorded at the Annual Meeting, will be included in the number of stockholders present at the Annual Meeting for purposes of determining whether a quorum is present.

The Company will pay all of the costs of soliciting proxies. In addition to solicitation by mail, officers, directors and employees of the Company may solicit proxies personally or by telephone, without receiving additional compensation. The Company, if requested, will also pay brokers and other fiduciaries that hold shares of common stock for beneficial owners for their reasonable out-of-pocket expenses of forwarding these materials to stockholders. Although theThe Company has not yet done so, it may retain a firmretained Kingsdale Advisors to assist in the solicitation ofprovide strategic advisory services and to solicit proxies in connection with the Annual Meeting. The Company would pay such firm, if any, customary fees, which we expect would be no more than $10,000has paid Kingsdale Advisors a fee of approximately $25,000 for its services, plus related expenses.

The Company is not aware, as of the date hereof, of any matters to be presented for a vote at the Annual Meeting other than those stated in this Proxy Statement. If any other matters are properly brought before the Annual Meeting, the persons named as proxy holders (Hany Massarany and Scott Mendel) will have the discretionary authority to vote the shares represented by the proxy card on those matters. If for any reason any of the nominees are not available as a candidate for director, the persons named as proxy holders will vote your proxy for such other candidate or candidates as may be nominated by the Board.

We intend to announce the preliminary voting results at the Annual Meeting and will publish the final results in a current report on Form 8-K, which we expect to file with the SEC within four business days of the Annual Meeting. If the final voting results are unavailable in time to file a current report on Form 8-K with the SEC within four business days after the Annual Meeting, we intend to file a Form 8-K to disclose the preliminary results and, within four business days after the final results are known, we will file an additional current report on Form 8-K with the SEC to disclose the final voting results.

In addition to meeting the advance notice provisions mentioned above, the stockholder in its notice must provide the information required by our Bylaws to bring a stockholder proposal to nominate an individual to serve as a director.

A copy of the full text of the provisions of our Bylaws dealing with stockholder nominations and proposals is available to stockholders from our Corporate Secretary upon written request.

Our Board currently consists of six members and is divided into three classes. The directors in each class serve three-year terms and in each case until their respective successors are duly elected and qualified.

Hany MassaranyLisa M. Giles and Kevin C. O’BoyleMichael S. Kagnoff are the two current Class IIIII directors whose terms expire at the Annual Meeting. Each individual is being nominated for re-election as a director.

Also in July 2018, the Board, acting upon the recommendation of the nominees have indicated their willingnessGovernance Committee, approved the amendment and restatement of the Company’s Corporate Governance Guidelines, which, among other things, provide that a director must tender his or her resignation from the Board for consideration by the Governance Committee and the Board, if he or she fails to serve if elected, but if either should be unable or unwillingreceive the required number of votes for re-election as set forth in our Bylaws. If an incumbent director fails to standreceive the required vote for re-election to the Board, the Governance Committee will promptly submit its recommendation on whether to accept the director's resignation for consideration by the Board. In making its recommendation, the Governance Committee will consider all factors it deems relevant, including, without limitation, the following:

The Board will act on the Governance Committee’s recommendation no later than 90 days following the date of the applicable stockholders’ meeting. In doing so, the Board may designate, unless a contrary instructionwill consider the factors evaluated by the Governance Committee and such additional information and factors the Board believes to be relevant. If the Board determines that the director’s resignation is indicated in the proxy.best interests of the Company and its stockholders, the Board will promptly accept the resignation. The Company will publicly disclose the Board’s decision within four business days, providing an explanation of the process by which the decision was reached, and, if applicable, the reasons for not accepting the director’s resignation. Any director who has submitted his or her resignation will not participate in the Governance Committee’s or Board’s consideration of the appropriateness of his or her continued service, except to respond to requests for information.

The following sets forth information regarding members of our Board, including the director nominees for election at the Annual Meeting, related to their business experience and service on other boards of directors. In addition, we discuss below the qualifications, attributes and skills that led our Board to conclude that each of our directors should serve as a director. While we do not have a stand-alone diversity policy, in considering whether to recommend any director nominee, including candidates recommended by stockholders, we believe that the backgrounds and qualifications of the directors, considered as a group, should provide a significant mix of experience, knowledge, and abilities that will allow our Board to fulfill its responsibilities. As set forth in our corporate governance guidelines,Corporate Governance Guidelines, these criteria generally include, among other things, an individual’s business experience and skills (including skills in core areas such as operations, management, technology, accounting and finance, strategic planning, and international markets), as well as independence, judgment, knowledge of our business and industry, professional reputation, leadership, integrity, and the ability to represent the best interests of the Company’s stockholders. In addition, the Corporate Governance and Nominating Committee will also consider the ability to commit sufficient time and attention to the activities of the Board, as well as the absence of any potential conflicts with the Company’s interests. The Corporate Governance and Nominating Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. Our Board is responsible for selecting candidates for election as directors based on the recommendation of the Corporate Governance and Nominating Committee.

We believe that our current Board includes individuals with a strong background in executive leadership and management, accounting and finance, and industry knowledge. In addition, each of our directors has a strong professional reputation and has shown a dedication to his or her profession and community. We also believe that our directors’ diversity of

There are no family relationships among our officers and directors, nor are there any arrangements or understandings between any of our directors or officers or any other person pursuant to which any officer or director was, or is, to be selected as an officer or director.

The position of Chairman of the Board and Chief Executive Officer of the Company were combined until April 30, 2011. Effective May 1, 2011, we separated the positions of Chief Executive Officer and Chairman with the appointment of Hany Massarany as our Chief Executive Officer. In August 2014, Dr. Fox was appointed Chairman of the Board. Our Board believes that the separation of these positions strengthens the independence of our Board.

During 2017,2018, the Board met six times, the Audit Committee met four times, the Compensation Committee met seveneight times, and the Corporate Governance and Nominating Committee met fourfive times. In 2017,2018, all directors attended all (100%) of the meetings of the Board and of the Board committees on which they served, held during the period for which they were directors or committee members.

In accordance with our corporate governance principles, the majority of our Board members are independent directors. Our Board considers that a director is independent when the director is not an officer or employee of the Company or its subsidiaries, does not have any relationship which would, or could reasonably appear to, materially interfere with independent judgment, and otherwise meets the independence requirements under NASDAQ and SEC rules. Our Board has reviewed the materiality of any relationship that each of our directors has with us, either directly or indirectly. Based on this review, our Board has affirmatively determined that Daryl J. Faulkner, James Fox, Ph.D., Lisa M. Giles, Michael S. Kagnoff, and Kevin C. O’Boyle each qualify as independent directors under applicable NASDAQ rules.

In nominating candidates for election as a director, the Corporate Governance and Nominating Committee will consider a reasonable number of candidates for director recommended by a single stockholder who has held over 0.1% of our common stock for over one year and who satisfies the notice, information and consent provisions set forth in our Bylaws and corporate governance guidelines.Corporate Governance Guidelines. Stockholders who wish to recommend a candidate may do so by writing to the Corporate Governance and Nominating Committee in care of the Corporate Secretary, GenMark Diagnostics, Inc., 5964 La Place Court, Carlsbad, CA 92008. For more information about the specific requirements relating to stockholder proposals, see “How do I make a stockholder proposal or nominate an individual to serve as a director for next year’s annual meeting of stockholders?” above. The Corporate Governance and Nominating Committee will use the same evaluation process for director nominees recommended by stockholders as it uses for other director nominees.

Our Corporate Governance and Nominating Committee uses a variety of methods for identifying and evaluating nominees for director. Our Corporate Governance and Nominating Committee regularly assesses the appropriate size and composition of the Board, the needs of the Board and the respective committees of the Board, and the qualifications of candidates in light of these needs. Candidates may come to the attention of the Corporate Governance and Nominating Committee through stockholders, management, current members of the Board, or search firms. The evaluation of these candidates may be based solely upon information provided to the Corporate Governance and Nominating Committee or may also include discussions with persons familiar with the candidate, an interview of the candidate, or other actions the Corporate Governance and Nominating Committee deems appropriate, including the use of third parties to review candidates.

We have a policy of encouraging all of our directors to attend each annual meeting of stockholders. All of our directors attended our 20172018 Annual Meeting of Stockholders.

The responsibility for the day-to-day management of risk lies with the Company’s management, while the Board is responsible for overseeing the risk management process to ensure that it is properly designed, well-functioning and consistent with the Company’s overall corporate strategy. Each year, the Company’s management identifies what it believes are the top individual risks facing the Company. These risks are then discussed and analyzed with the Board. This enables the Board to coordinate theits risk oversight role, particularly with respect to risk interrelationships. However, in addition to the Board, the committees of the Board consider the risks within their areas of responsibility. The Audit Committee oversees the risks associated with the Company’s financial reporting and internal controls, the Compensation Committee oversees the risks associated with the Company’s compensation policies and practices, including conducting an annual review of the potential risks associated with the Company's compensation policies and practices for its employees, and the Corporate Governance and Nominating Committee oversees the risks associated with the Company’s overall governance, corporate compliance policies (for example, policies addressing relationships with health care professionals and compliance with anti-kickback laws) and its succession planning process to understand that the Company has a slate of future, qualified candidates for key management positions.

Any stockholder who desires to contact any member of the Board or management can write to:

Attn: Investor Relations

5964 La Place Court

Carlsbad, CA 92008

Set forth below are the name, age, position, and a brief account of the business experience of each of our executive officers as of April 1, 2018.2019.

In the last fiscal year, there has not been nor are there currently proposed any transactions or a series of similar transactions to which the Company was or is to be a party in which the amount involved exceeds $120,000 and in which any director, executive officer, holder of more than 5% of our common stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest.

We review all relationships and transactions in which the Company and our directors and executive officers or their immediate family members are participants to determine whether such persons have a direct or indirect material interest in the transaction. Our legal and finance departments are primarily responsible for the development and implementation of processes and controls to obtain information from directors and executive officers with respect to related person transactions and for then determining, based on the facts and circumstances, whether the Company or a related person has a direct or indirect material interest in the transaction. To identify related-person transactions in advance, the Company’s legal department relies on information supplied by its executive officers and directors in the form of questionnaires.

In March 2010, our Board adopted the GenMark Diagnostics, Inc. Related Party Transaction Policy and Procedures. Under this written policy, a “Related Party Transaction” is defined as any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships (including any indebtedness or guarantee of indebtedness) required to be disclosed pursuant to Item 404 of Regulation S-K, and a “Related Party” means a related person as defined in Item 404 of Regulation S-K.

Under the policy, our Audit Committee reviews the material facts of all Related Party Transactions and either approves or disapproves of the transaction, subject to certain exceptions noted below. In determining whether to approve or ratify a Related Party Transaction, the Committee will take into account, among other factors it deems appropriate, the material terms of the transaction, the nature of the Related Party’s interest in the transaction, the significance of the transaction to the Related Party and the nature of the Related Party’s relationship with the Company, the significance of the transaction to the Company, and whether the transaction would be likely to impair (or create an appearance of impairing) the judgment of a director or executive officer to act in the best interests of the Company.

The Audit Committee has delegated to the Chair of the Audit Committee the authority to approve or ratify (as applicable) any Related Party Transaction or modification to a Related Party Transaction in which the aggregate amount involved is expected to be less than $250,000. In connection with each regularly scheduled meeting of the Audit Committee, a summary of each new Related Party Transaction approved or ratified by the Chair in accordance with the policy must be provided to the Audit Committee for its review. If the Related Party Transaction is pending or ongoing, it must be submitted to the Chair of the Audit Committee promptly for ratification or, if appropriate, termination.

No director may participate in any discussion or approval of a Related Party Transaction as to which he or she (or as to which a family member) is a Related Party, except that the director must provide all material information concerning the Related Party Transaction to the Audit Committee.

If any executive officer of the Company becomes aware of a Related Party Transaction that the Audit Committee has not approved or ratified, he or she must promptly inform the Audit Committee. The Audit Committee will then consider all of the relevant facts and circumstances available, and if the Related Party Transaction is pending or ongoing, the Audit Committee may ratify, amend or terminate the transaction. If the Related Party Transaction has been completed, the Committee may ratify or rescind the transaction. In any case, the Audit Committee may direct one or more executive officers, the Company’s internal auditors, or the Company’s independent auditors to evaluate the Company’s internal controls and procedures to determine why the transaction was not submitted to the Committee for prior approval and to report whether any changes to the Company’s internal controls and procedures are recommended.

Under Section 16(a) of the Exchange Act and SEC rules, the Company’s directors, executive officers, and beneficial owners of more than 10% of any class of equity security are required to file periodic reports of their ownership, and changes in that ownership, with the SEC. Based solely on its review of copies of reports provided to the Company pursuant to Rule 16a-3(e) of the Exchange Act and representations of such reporting persons, the Company believes that during fiscal year 2017,2018, all such SEC filing requirements were satisfied.satisfied, except that the Company was inadvertently one-day late in filing a Form 4 for each of Mr. Massarany, Mr. Mendel, Mr. Gleeson and Mr. Stier in November 2018 in connection with each individual’s sale of shares solely to cover estimated tax liabilities in connection with a particular restricted stock unit vesting event.

This discussion and analysis of the compensation arrangements of our named executive officers for 20172018 should be read together with the compensation tables and related disclosures set forth below. This discussion contains forward-looking statements that are based on our current plans, considerations, and expectations regarding future performance and compensation programs. Compensation policies that we adopt in the future and actual results may differ materially from those described in this discussion.

The following individuals were our named executive officers for 2017:2018:

While the principal purpose of this Compensation Discussion and Analysis is to review the compensation of our named executive officers, many of the programs discussed apply to other members of senior management who, together with our named executive officers, are collectively referred to herein as our “executives officers” or “executives.”

Most recently, at our 2018 Annual Meeting of Stockholders, only approximately 28.5% of the votes cast on our say-on-pay proposal approved our 2017 executive compensation program, policies, and practices. Based on this result, our Board determined that we would promptly embark on a significant off-season stockholder engagement campaign in order to better understand stockholder concerns regarding the compensation practices for our named executive officers, prior to making 2019 compensation decisions for our executive officers.

To meet these objectives, the principal components of our 20172018 executive compensation program consisted of base salary, annual cash bonus opportunities, and long-term incentive compensation in the form of equity awards. Each of the components has a role in meeting the objectives above. The mix of compensation components is designed to reward and provide incentives for both short-term and long-term performance. We intend to continue to set our compensation policies with the goal of achieving the compensation objectives identified above with the same overall components of compensation. Additionally, we believe that attracting and retaining high caliber executives and providing them with appropriate performance incentives are critical steps to help us achieve our corporate goals and build long-term value for our stockholders.

The Compensation Committee of our Board is responsible for the compensation programs for our executive officers and reports to the full Board on its decisions and other actions. In this role, the Compensation Committee reviews and approves annually all compensation decisions relating to our executives, including our CEO.

As previously noted, at least annually our Compensation Committee conducts a review of our executive compensation program and the target total direct compensation opportunity and each individual compensation component for our named executive officers. In the course of its deliberations, the Compensation Committee reviews our CEO’s compensation recommendations (as described above) as well as several additional factors, including the competitive market analysis prepared by its compensation consultant (which it uses to enhance its understanding of the competitive market for executive talent and to assess competitive positioning), our financial and operational performance, each individual executive officer’s contributions to that performance, his or her individual performance for the past completed fiscal year and expected future contributions, his or her role and responsibilities, his or her tenure with the Company, his or her individual experience, skills, and expertise, the demand for such specific experience, skills, and expertise, his or her retention risk, internal equity, and the financial impact of our compensation decisions on key financial and other measures, such as our equity “burn rate.” Our Compensation Committee does not weigh these factors in any specific manner, and, given the range of factors considered, does not target any specific percentile level or percentile range for any individual compensation component or overall target total direct compensation opportunity.

Our Compensation Committee has retained Compensia, a national compensation consulting firm that reports directly to the Compensation Committee, to assist the committee with reviewing and analyzing the key elements of our executive compensation program. As part of its engagement, Compensia has conducted interviews with members of senior management and the Compensation Committee to learn more about our business operations and strategy, key performance metrics and strategic goals, and the labor markets in which we compete. As part of its engagement, the Compensation Committee has directed Compensia to develop recommendations and performance measures for consideration and potential approval by the Compensation Committee, including developing and updating as appropriate a peer group of companies which the committee uses to assess our compensation programs, policies, and practices. Our Compensation Committee has assessed the independence of Compensia, taking into account, among other things, the factors set forth in Exchange Act Rule 10C 1 and the listing standards of the NASDAQ Stock Market, and has concluded that no conflict of interest exists with respect to the work Compensia performs for our Compensation Committee.

This compensation peer group was developed by Compensia and approved by our Compensation Committee after taking into account input from management and considering a number of factors, including: competition for labor and/or investment capital; the industry in which the companies operate; and their respective revenues, market capitalization, and number of employees. The Compensation Committee added three companies to our peer group (Accelerate Diagnostics, Anika Therapeutics, and LeMaitre Vascular) based on industry-fit and given these companies fell within our selection criteria range for both revenue and market capitalization.  The Compensation Committee removed six peers (Abaxis, Bio-Techne, Exelixus, Exact Sciences, Genomic Health, and Nektar Therapeutics) from our peer group because both the revenue and market capitalization for these companies exceeded our selection criteria.

For 2017,2018, the principal componentselements of our executive compensation program consisted of base salary, annual cash bonus opportunities, and long-term incentive compensation in the form of equity awards. In 2017,2018, the long-term equity awards consisted of restricted stock unitsunit awards and MSUs. Our executive officers are also eligible to participate in our health and welfare benefits plans, which are generally available to all of our employees and are further described below. The following summarizes our objectives for each of the principal componentselements of executive compensation for 2017:2018:

We emphasize annual and long-term incentive compensation over fixed (base salary) compensation. As part of its evaluation of the compensation of our executive officers, our Compensation Committee reviews not only the individual componentselements of compensation, but also their target total direct compensation opportunity and the mix between fixed and variable compensation. We believe this approach has allowed us to attract and retain highly talented and experienced executive officers. In addition, we believe this approach rewards our executive officers when we achieve our corporate objectives as well as enables us to preserve working capital. If our corporate objectives are not achieved and/or our stock price does not appreciate, a significant portion of the compensation for our executive officers is at risk. In this manner, our executive compensation program is directly aligned with the interests of our stockholders and is structured to reward overachievement of our corporate objectives and the creation of long-term stockholder value.

Based on the Compensation Committee’s pay-for-performance philosophy and focus on linking executive compensation with long-term stockholder interests, in February 20172018 the Compensation Committee approved a compensation strategy for our executive officers which generally sought to establish base salaries in the lower range of the competitive market, as reflected by the Company’s compensation peer group, and annual cash bonus opportunities and long-term incentive compensation in the form of equity awards in the higher range of the Company’s compensation peer group.competitive market.

Base salary is the principal fixed component of our executive compensation program and is intended to reward individual contributions to the Company and compensate our executive officers for their expected day-to-day performance. Our Compensation Committee’s overall strategy is to maintain base salary as a nominal portion of each executive officer’s target total direct compensation opportunity. The Compensation Committee initially establishes base salaries for our executive officers through arm’s-length negotiation at the time of hire and principally based on a total compensation package that considers prior base salary but generally seeks to set this compensation component in the lower range of the competitive market. The base salaries of our executive officers are then reviewed annually by our Compensation Committee, with significant input from our CEO for our other executive officers, to determine whether any adjustment is warranted.

Our annual bonus awards are designed to alignprovide short-term incentive compensation consistent with our annual performance. To support this objective, each year our Compensation Committee approves an annual bonus plan. Each of our executive officers is eligible to participate in the bonus plan. The bonus plan is designed to align each executive officer’s efforts with our key financial, operational, and strategic goals by providing an opportunity for each executive officer to earn an annual bonus with the award payments based on our success in achieving our annual corporate objectives.objectives as reflected in our annual operating plan.

The Compensation Committee is responsible for establishing the target annual bonus opportunities for our executive officers under our annual bonus plan. Typically, the target annual bonus opportunity for each executive officer is expressed as a percentage of his or her annual base salary. For purposes of our 20172018 bonus plan, the target annual bonus opportunity for our CEO was 100% of his annual base salary and the target annual bonus opportunity for each of our other named executive officers was 50% of each individual’s respective annual base salary, based in part to ensure internal pay equity among our executive officers. The bonus opportunity for our CEO under our 2018 bonus plan was 100% based on the achievement of the three Company Performance Goals (described in greater detail below). For all of our other named executive officers, individual bonus opportunities under our 2018 bonus plan were based 75% on the Company Performance Goals and 25% on individual performance goals linked to each individual’s respective function. Based on actual performance, potential outcomes under our 2018 bonus plan in respect of the Company Performance Goals could have ranged from 0% to 140%. With respect to our named executive officers other than our CEO, assessments of individual performance under our 2018 bonus plan could have earned betweenranged from 0% and 140% of their target annual cash bonus opportunity under the terms of the 2017 bonus plan.to 125%.

With respect to the Product Development Performance Measures,filing of all three 510(k) applications for our ePlex BCID Panels, the 20172018 bonus plan provided that our executive officers could have achieved between 5%10% and 10%20% of target bonus opportunity if the Company obtained FDA 510(k) market clearance of our ePlex instrument and RP Panel in the first half of 2017. Likewise, the 2017 bonus plan provided that our executive officers could have achieved between 5% and 10% of target bonus opportunity if the Company obtained CE Mark of all three of our BCID Panels during the second or third quarters of 2017. Finally, the 2017 bonus plan provided that our executive officers could have achieved 10% oftheir respective target bonus opportunity if the Company submitted all three of our BCID Panelsfilings to the FDA for 510(k) market clearance bybefore the end of the year.

Our Compensation Committee believed the targeted revenue growth, number of ePlex customer placements, and the deadlines to achievesubmit all three of our ePlex BCID Panels to the Product Development Performance MeasuresFDA for 510(k) market clearance were in each case uncertain and challenging to obtain. In addition, our Compensation Committee also recognized that, at the time the performance measuresmetrics and related achievement levels were established, there would be a considerable degree of difficulty in achieving all of our goals, particularly due to the inherent uncertainty related to a new product launch in the United States.

In the secondthird quarter of 2017,2018, we obtained U.S.submitted 510(k) market clearance fromapplications to the FDA for our ePlex instrument and RP Panel and we completed the CE Mark of all three of our ePlex BCID Panels. As a result, our Compensation Committee determined that our executive officers had achieved 15%20% of their target bonus opportunities for these accomplishments under the terms of our 20172018 bonus plan. During 2017,In addition, in 2018 we did not submit oursecured 158 ePlex BCID Panels tocustomer placements and generated $70.8 million in annual revenue, resulting in approximately 23% and 52% bonus contributions, respectively. Our Compensation Committee therefore determined that 95% of target performance was achieved in respect of the FDA for 510(k) market clearance, nor did we achieve threshold level performanceCompany Performance Goals under the terms of our 20172018 bonus planplan.

In addition to annual bonus awards, we provide long-term incentive compensation in the form of equity awards to our executive officers. Because of the overall importance to our success of aggressively pursuing our strategic goals, as well as conserving our cash resources, a significant portion of our executives’ compensation has consisted of, and is expected to continue to consist of, equity-based awards. We believe that equity awards help furtherachieve our compensation objectives by encouraging our executive officers to remain with the Company through at least the multi-year vesting or performance period for these awards and providing them with an incentive to continue to focus on our long-term financial performance and increasing stockholder value, while conserving working capital and aligning stockholder objectives.

Generally, these equity awards have consisted of options to purchase shares of our common stock, restricted stock units,unit awards, MSUs, and performance stock awards. In February 2017,2018, our Compensation Committee determined that our named executive officers would receive an annual equity award comprising restricted stock unitsunit awards and MSUs.

Generally, our named executive officers receive an equity award in connection with their initial hire, following promotions, and on an annual basis. To assist our Compensation Committee, we have developed guidelines for initial and annual equity awards. The guidelines for initial awards are based on the executive officer’s position and the competitive market analysis prepared by our Compensation Committee’s compensation consultant, while the guidelines for annual awards are based on this competitive market analysis and the other factors described above.

When granting equity awards to a newly-hired executive officer, our Compensation Committee also considers the individual’s background and historical compensation levels in order to determine the value of the equity award to be granted to him or her.granted.

The restrictedRestricted stock units granted in 2018 vest over four years, with 25% of the shares subject to the award vesting on the first anniversary of the grant date and the remaining shares subject to the award vesting in equal quarterly installments over the following three years, subject to each executive officer’s continued employment through each vesting date.

The shares of our common stock which may be earned pursuant to the MSUs granted in February 2018 are completely dependentbased on the Company’s total stockholder returnTSR as compared to the Index over three performance periods: a one-year performance period (January 1, 20172018 to December 31, 2017)2018); a two-year performance period (January 1, 20172018 to December 31, 2018)2019); and a three-year performance period (January 1, 20172018 to December 31, 2019)2020). The applicable portion of the target award for each performance period will be reduced by two percentage points for each percent by which the Index exceeds our total stockholder returnTSR but with the applicable portion of the target award reduced to 0% if the Index exceeds our total stockholder returnTSR by 50% or more. The applicable portion of the target award will be increased by two percentage points for each percent by which our total stockholder returnTSR exceeds the Index, up to maximum of 200% of the target award if our total stockholder returnTSR exceeds the Index by 50% or more. At the end of the two-two-year and three-year performance periods, each recipient is eligible to receive any shares that were not earned in the one-one-year and two-year performance periods to the extent that the Company’s two-year or three-year total stockholder return,TSR, as applicable, exceeds the prior performance results as compared to the Index. For purposes of calculating the difference in performance between our total stockholder returnTSR and the Index under the MSUs, the average

As a result of our stock price performance during 20172018 as compared to the Index, in January 20182019 our named executive officers were not issued any109.7% of the target number of shares of our common stock which could have been earned under the MSUs in respect of the one-year performance period. Set forth below are (a) the grant date fair value of the MSUs granted in February 2017 as reported in the Summary Compensation Table below, and (b) the actual realized value delivered to each named executive officer under the MSUs granted in February 2018 in respect of the one-year performance period based on the Company’s per share stock price on January 2, 2019 ($4.82).    

In addition, as a result of our stock price performance during 2018 as compared to the Index, (a) no shares were earned by our named executive officers in respect of the three-year performance period (January 1, 2016 to December 31, 2018) pursuant to the MSUs granted to such individuals in February 2016, and (b) no shares were earned by our named executive officers in respect of the two-year performance period (January 1, 2017 to December 31, 2017).

In order to attract, retain, and pay market levels of compensation, we also provide our executive officers with the following health and welfare benefits:

We have adopted a securities trading policy that prohibits our executive officers and Board members from engaging in hedging and other inherently speculative transactions with respect to our stock. The equity awards granted to our executive officers and other senior employees are designed to tie the value of these awards to long-term stockholder value. Our Compensation Committee believes that it is essential that executive officers and directors be prevented from using hedging and derivative transactions to undermine or circumvent the objectives of these arrangements. As a result, we maintain a securities trading policy that prohibits these individuals from engaging in short sales, transactions in put or call options, hedging transactions, or any other inherently speculative transaction with respect to our securities. This prohibition also applies to holding our securities in a margin account and “short sales against the box.”

In April 2014, we adopted a stock ownership policy for our executive officers and Board members that, subject to a phase-in period, requires these individuals to maintain ownership of our stock equal to three times their annual base salary or annual director retainer, as applicable, in the case of our CEO and the other members of our Board, and two times their annual base salary in the case of all other executive officers. All of our named executive officers and Board members are either already in compliance, or are expected to be in compliance by the required phase-in date, with the terms of the policy.

Our Compensation Committee has not yet established a policy to recover bonuses and other incentive compensation from our executive officers if the performance objectives that led to the payment determination were to be restated, or found not to have been met to the extent originally believed by our Compensation Committee. As a public company, if we are required to restate our financial results due to our material noncompliance with any financial reporting requirements under the federal securities laws as a result of misconduct, our CEO and Chief Financial Officer may be legally required to reimburse us for any bonus or other incentive-based or equity-based compensation they receive, in accordance with the provisions of Section 304 of the Sarbanes-Oxley Act of 2002. Further, the Dodd-Frank Wall Street Reform and Consumer Protection Act requires that the SEC promulgate rules which would require that, in the event we are required to restate our financial statements, we “claw back” any bonuses and other incentive compensation paid based on financial performance that would not have been paid if based on the restated financial performance. The SEC has not yet finalized its “claw back” rules and we expect that our Board will re-evaluate the potential adoption of a “claw back” policy once such rules have been promulgated.

To the extent possible, we attempt to provide compensation that is structured to maximize favorable accounting, tax, and similar benefits for the Company.

Under federal tax legislation enacted on December 22, 2017the Tax Cuts and Jobs Act and effective for taxable years beginning on or after January 1, 2018, the exemption from the $1 million deduction limit for performance-based compensation has been repealed, and the persons treated as covered employees subject to the deduction limit have been expanded to include our Chief Financial Officer, as well as our CEO and our three other most highly compensated executive officers.  Further, any executive officer who was a covered employee for any taxable year beginning after December 31, 2016 will continuecontinues to be treated as a covered employee in all future years.  However, the prior Section 162(m) provisions will continue to apply to remuneration paid pursuant to binding written contracts in effect on November 2, 2017 and that are not materially modified after that date.

Our Compensation Committee regularly reviews and considers the deductibility of executive compensation under Section 162(m) in designing our compensation programs and arrangements. While we will continue to monitor our compensation programs in light of Section 162(m), the Compensation Committee considers it important to retain the flexibility to design compensation programs that are in the best long-term interests of our stockholders. As a result, our Compensation Committee may conclude that paying compensation at levels that are not deductible under Section 162(m) is nevertheless in the best interests of our stockholders.

ASC Topic 718 requires us to recognize in our consolidated statement of operations all share-based payments to employees, including grants of options to purchase shares of our common stock, restricted stock and restricted stock unit awards, performance stock units, and MSUs based on their fair values. ASC Topic 718 also requires us to recognize the compensation cost of these share-based payment awards in our income statements over the period that an award recipient is required to render service in exchange for the option or other award (which, generally, will correspond to the award’s vesting schedule).

The total annual compensation of our median employee, not including our CEO, was $99,486.$65,383. This total compensation amount includes salary paid in the fiscal year,during 2018, bonuses, non-equity incentive plan compensation (even if paid in the following fiscal year), equity awards (to the extent applicable), and other required compensation per the Summary Compensation Table disclosure rules. The total annual compensation of our CEO, as reported in the Summary Compensation Table, was $3,509,608.$3,344,692. For 2017,2018, the ratio of the total annual compensation of our CEO to the total annual compensation of our median employee was 3551 to 1.

For purposes of the above disclosure, we are required to identify our median employee based upon our total, global workforce. In order to identify our median-paid employee from our workforce, we used the following methodology, material assumptions, adjustments, and estimates: