KADMON HOLDINGS, INC.

450 East 29th Street

New York, New York 10016

PROXY STATEMENT

FOR THE ~~2017~~2021 ANNUAL MEETING OF STOCKHOLDERS

~~JUNE 29, 2017~~May 12, 2021

We have sent you this Proxy Statement and the enclosed Proxy Card because the Board of Directors (the “Board”) of Kadmon Holdings, Inc. (referred to herein as the ~~“Company,~~“Company” and “Kadmon,” ~~“Kadmon,”~~and by the pronouns “we,” “us” or “our”) is soliciting your proxy to vote at our ~~2017~~2021 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on ~~Thursday, June 29, 2017,~~Wednesday, May 12, 2021, at ~~10:~~9:00 a.m. local time, at 450 East 29th Street, New York, New York 10016.

This Proxy Statement summarizes information about the proposals to be considered at the Annual Meeting and other information you may find useful in determining how to vote.

The Proxy Card is the means by which you actually authorize another person to vote your shares in accordance with your instructions.

In addition to solicitations by mail, our directors, officers and employees, without additional remuneration, may solicit proxies by telephone, e-mail and personal interviews. We may retain outside consultants to solicit proxies on our behalf as well. All costs of solicitation of proxies will be borne by us. Brokers, custodians and fiduciaries will be requested to forward proxy soliciting material to the owners of stock held in their names, and we will reimburse them for their reasonable out-of-pocket expenses incurred in connection with the distribution of proxy materials.

Pursuant to the rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our Annual Meeting materials, which include this Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, ~~2016~~2020 (the “Form 10-K”), over the internet in lieu of mailing printed copies. We will begin mailing the Notice of Internet Availability to our stockholders of record as of ~~May 8, 2017~~March 15, 2021 (the “Record Date”), for the first time on or about ~~May 10, 2017.~~April 1, 2021. The Notice of Internet Availability will contain instructions on how to access and review the Annual Meeting materials and will also contain instructions on how to request a printed copy of the Annual Meeting materials. In addition, we have provided brokers, dealers, banks, voting trustees and their nominees, at our expense, with additional copies of our proxy materials and the Form 10-K so that our record holders can supply these materials to the beneficial owners of shares of our common stock as of the Record Date. The Form 10-K is also available in the “Financials & Filings” section of our website at ~~http:~~https://investors.kadmon.com/~~financials-and-filings.~~financials-filings.

The only outstanding voting securities of Kadmon are shares of common stock, $0.001 par value per share (the “common stock”), of which there were ~~51,846,521~~171,816,945 shares outstanding as of the Record Date and shares of 5% convertible preferred stock, $0.001 par value per share (the “5% convertible preferred stock”), which votes on an as-converted basis with the holders of common stock, and of which there were 28,708 shares outstanding (which, on an as-converted basis, represents voting rights equivalent to approximately 3,750,664 shares of common stock) as of the Record Date. The holders of a majority in voting power of the shares of common stock and 5% convertible preferred stock issued and outstanding and entitled to vote, present in person or represented by proxy, are required to hold the Annual Meeting.

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INFORMATION ABOUT THE PROXY PROCESS AND VOTING

Why am I receiving these materials?

We have made this Proxy Statement and Proxy Card available to you on the internet or, upon your request, have delivered printed proxy materials to you, because the Board is soliciting your proxy to vote at the Annual Meeting, including at any adjournments or postponements of the Annual Meeting. You are invited to attend the Annual Meeting to vote on the proposals described in this Proxy Statement. However, you do not need to attend the Annual Meeting to vote your shares. Instead, you may simply complete, sign and return the Proxy Card, or follow the instructions below to submit your proxy ~~over the telephone or~~ on the internet.

This Proxy Statement, the Notice of Internet Availability, the Notice of Annual Meeting and the accompanying Proxy Card were first made available for access by our stockholders on or about ~~May 10, 2017~~April 1, 2021 to all stockholders of record entitled to vote at the Annual Meeting.

How do I attend the Annual Meeting?

Our Annual Meeting will be held at 450 East 29th Street, New York, New York 10016 on May 12, 2021. Directions to the Annual Meeting may be found at www.kadmon.com. Information on how to vote in person at the Annual Meeting is discussed below.

Who can vote at the Annual Meeting?

Only stockholders of record at the close of business on the Record Date will be entitled to vote at the Annual Meeting. At the close of business on the Record Date, there were ~~51,846,521~~171,816,945 shares of common stock issued, ~~and~~ outstanding, and entitled to ~~vote.~~vote and 28,708 shares of 5% convertible preferred stock issued, outstanding, and entitled to vote (which, on an as-converted basis, represents voting rights equivalent to approximately 3,750,664 shares of common stock).

Stockholder of Record: Shares Registered in Your Name

If, on the Record Date, your shares were registered directly in your name with the transfer agent for our common stock and 5% convertible preferred stock, American Stock Transfer & Trust Company, LLC, then you are a stockholder of record. As a stockholder of record, you may vote in person at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we encourage you to fill out and return the Proxy Card or vote by proxy over the telephone or on the internet as instructed below to ensure your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Agent

If, on the Record Date, your shares were held in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the Annual Meeting unless you request and obtain a valid Proxy Card from your broker or other agent.

How do I vote my shares if I am a stockholder of record?

If you are a stockholder of record (meaning that you hold shares in your name in the records of the transfer agent of our common stock and 5% convertible preferred stock, American Stock Transfer & Trust Company, LLC., and that your shares are not held in "street name" by a bank or brokerage firm), you may vote your shares in any one of the following ways:

You may vote by mail. If you requested and received a paper copy of a Proxy Card by mail pursuant to the instructions found on the Notice of Internet Availability, you may vote by mail. To vote by mail, you need to complete, date and sign the Proxy Card that accompanies this proxy statement and promptly mail it in the enclosed postage-prepaid envelope. You do not need to put a stamp on the enclosed envelope if you mail it from within the United States. If you return your signed Proxy Card to us before the Annual Meeting, we will vote your shares in accordance with the Proxy Card.

You may vote over the internet. To vote over the internet, follow the instructions provided on the Notice of Internet Availability. If you vote over the internet, you do not need to complete and mail your Proxy Card.

You may vote in person. If you attend the 2021 Annual Meeting, you may vote by delivering your completed Proxy Card in person or you may vote by completing a ballot at the 2021 Annual Meeting. Ballots will be available at the 2021 Annual Meeting.For your safety during the COVID-19 crisis, we recommend you vote by mail or over the internet.

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Your proxy will only be valid if you complete and return the Proxy Card or vote over the internet at or before the 2021 Annual Meeting. The persons named in the Proxy Card will vote the shares you own in accordance with your instructions on your Proxy Card or in your vote over the internet. If you return the Proxy Card or vote over the internet, but do not give any instructions on a particular matter described in this proxy statement, the persons named in the Proxy Card will vote the shares you own in accordance with the recommendations of our Board.

We provide internet proxy voting to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers.

How do I vote my shares if I hold them in "street name?"

If the shares you own are held in "street name" by a bank or brokerage firm, your bank or brokerage firm, as the record holder of your shares, is required to vote your shares according to your instructions. If you are a beneficial owner of shares registered in the name of your bank or brokerage firm, you should have received a voting instruction card and voting instructions with these proxy materials from that organization rather than from us. In order to vote your shares, you will need to follow the directions that your bank or brokerage firm provides to you. Many banks and brokerage firms solicit voting instructions over the internet or by telephone.

Under applicable stock exchange rules, banks or brokerage firms subject to these rules that hold shares in street name for customers have the discretion to vote those shares with respect to certain matters if they have not received instructions from the beneficial owners. Banks or brokerage firms will have this discretionary authority with respect to routine or "discretionary" matters. Among the proposals to be presented at the 2021 Annual Meeting, Proposal No. 2 (the ratification of the selection of our independent registered public accounting firm) is a discretionary matter, and banks and brokerage firms are permitted to vote your shares even if you have not given voting instructions. Proposal No. 1 (the election of directors) and Proposal No. 3 (approval of the Amended and Restated 2016 Equity Incentive Plan (the “2016 Equity Plan”) are non-routine or "non-discretionary" matters, and banks and brokerage firms cannot vote your shares on such proposals if you have not given voting instructions. Accordingly, if you own shares through a nominee, such as a broker or bank, please be sure to instruct your nominee how to vote to ensure that your vote is counted on all of the proposals. "Broker non-votes" occur when a bank or brokerage firm submits a proxy for shares but does not indicate a vote for a particular proposal because the bank or brokerage firm either does not have authority to vote on that proposal and has not received voting instructions from the beneficial owner, or has discretionary authority but chooses not to exercise it. The effect of broker non-votes is discussed below in the answer to the question "What vote is required to approve each matter and how will votes be counted?”

Even if your shares are held in street name, you are welcome to attend the 2021 Annual Meeting. If your shares are held in street name, you may not vote your shares in person at the 2021 Annual Meeting unless you obtain a proxy, executed in your favor, from the holder of record (i.e., your bank or brokerage firm). If you hold your shares in street name and wish to vote in person, please contact your bank or brokerage firm before the 2021 Annual Meeting to obtain the necessary proxy from the holder of record.

What am I being asked to vote on?

You are being asked to vote on three proposals:

Proposal No. 1—the election of ~~nine~~seven directors to hold office until their successors are elected;

Proposal No. 2—the ratification of the selection, by the Audit Committee of our Board, of BDO USA, LLP, as our independent registered public accounting firm for the year ending December 31, ~~2017;~~2021; and

Proposal No. 3—~~the vote~~ to approve ~~our non-employee directors’ equity compensation policy.~~an Amended and Restated 2016 Equity Incentive Plan.

In addition, you are entitled to vote on any other matters that are properly brought before the Annual Meeting.

How domay I vote?

For Proposal No. 1, you may either vote “For” all the nominees to the Board, “Withhold” your vote from all of the nominees to the Board, or you may “Withhold” your vote for any nominee you specify.

For Proposal No. 2, you may either vote “For” or “Against” or abstain from voting.

For Proposal No. 3, you may either vote “For” or “Against” or abstain from voting.

Please note that by casting your vote by proxy you are authorizing the individuals listed on the Proxy Card to vote your shares in accordance with your instructions and in their discretion with respect to any other matter that properly comes before the Annual Meeting or any adjournments or postponements thereof.

~~The procedures for voting are as follows:~~

~~Stockholder of Record: Shares Registered in Your Name~~

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How many votes do I have?

If you are a ~~stockholder~~holder of ~~record,~~common stock, on each matter to be voted upon, you ~~may~~have one vote ~~in person~~for each share of common stock you own as of the Record Date. If you are a holder of 5% convertible preferred stock, on each matter to be voted on, you have voting rights equal to approximately 130 votes for each share of 5% convertible preferred stock you own as of the Record Date (voting on an as-converted basis with the holders of common stock).

What vote is required to approve each matter and how will votes be counted?

The table below sets forth the vote required for each matter being submitted to our stockholders at the ~~Annual Meeting. Alternatively, you may vote by proxy by using the accompanying Proxy Card, over the internet or by telephone. Whether or not you plan to attend the~~2021 Annual Meeting ~~we encourage you~~ to ~~vote by proxy~~be approved and the effect that abstentions, withheld votes and broker non-votes will have on the outcome of voting on each proposal that is being submitted to ~~ensure your vote is counted. Even if you have submitted a proxy before~~our stockholders for approval at the 2021 Annual ~~Meeting, you may still attend the Annual Meeting and vote in person. In such case, your previously submitted proxy will be disregarded.~~Meeting.



Proposal	Affirmative Vote Required	Abstentions/ Withholds	Broker Non-Votes
Election of Directors (Proposal No. 1)	Plurality of votes cast by holders of common stock and 5% convertible preferred stock (voting on an as-converted basis with the holders of common stock) entitled to vote	No effect(1)	No effect
Ratification of Selection of BDO USA LLP (Proposal No. 2)	Majority of common stock and 5% convertible preferred stock (voting on an as-converted basis with the holders of common stock) present or represented and voting on the matter	No effect	Not applicable
Approval of the Amended and Restated 2016 Equity Incentive Plan (Proposal No. 3)	Majority of common stock and 5% convertible preferred stock (voting on an as-converted basis with the holders of common stock) present or represented and voting on the matter	No effect	No effect

·(1)

ToYou may vote ~~in person, come to~~“For” all of the ~~Annual Meeting and we will give you a ballot when you arrive.~~director nominees, “Withhold” your vote from all of the director nominees or “Withhold” your vote from any of the director nominees.

To vote using the Proxy Card, simply complete, sign and date the accompanying Proxy Card and return it promptly in the envelope provided. If you return your signed Proxy Card to us before the Annual Meeting, we will vote your shares in accordance with the Proxy Card.

~~To vote by proxy over the internet, follow the instructions provided on the Notice of Internet Availability.~~

~~To vote by telephone, you may vote by proxy by calling the toll free number found on the Notice of Internet Availability.~~

~~Beneficial Owner: Shares Registered in the Name of Broker, Bank or Other Agent~~

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a voting instruction card and voting instructions with these proxy materials from that organization rather than from us. Simply complete and mail the voting instruction card to ensure that your vote is counted. To vote in person at the Annual Meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the instructions from your broker, bank or other agent included with these proxy materials, or contact your broker, bank or other agent to request a proxy form.

Who counts the votes?

Broadridge Financial Solutions, Inc. (“Broadridge”) has been engaged as our independent agent to tabulate stockholder ~~votes, or Inspector of Election.~~votes. If you are a stockholder of record, your executed Proxy Card is returned directly to Broadridge for tabulation. As noted above, if you hold your shares through a broker, your broker returns one Proxy Card to Broadridge on behalf of all of its clients.

~~How are~~Votes tabulated by Broadridge, together with any votes ~~counted?~~

~~Votes~~cast at our 2021 Annual Meeting, will be counted by ~~the~~our Inspector of ~~Election~~Elections appointed for the 2021 Annual Meeting, ~~who~~Gregory S. Moss, our Executive Vice President, General Counsel and Corporate Secretary, Chief Compliance Officer. The Inspector of Elections will separately count “For” and, with respect to ~~Proposal~~Proposals No. 2 and ~~Proposal~~No. 3, “Against” votes, abstentions and broker non-votes. In addition, with respect to the election of directors, the Inspector of Election will count the number of “Withheld” votes received for the nominees. If your shares are held by your broker as your nominee (that is, in “street name”), you will need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares. If you do not give instructions to your broker, your broker can vote your shares with respect to “routine” items, but not with respect to “non-routine” items. See below for more information regarding: “~~What~~“What are “broker ~~non-votes?~~non-votes”?” and “~~Which~~“Which ballot measures are considered “routine” or “non-routine”?”

”4

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What are “broker non-votes”?

Broker non-votes occur when a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed “non-routine.” Generally, if shares are held in street name, the beneficial owner of the shares is entitled to give voting instructions to the broker or nominee holding the shares. If the beneficial owner does not provide voting instructions, the broker or nominee can still vote the shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. In the event that a broker, bank, custodian, nominee or other record holder of common stock and 5% convertible preferred stock indicates on a proxy that it does not have discretionary authority to vote certain shares on a particular proposal, then those shares will be treated as broker non-votes with respect to that proposal. Accordingly, if you own shares through a nominee, such as a broker or bank, please be sure to instruct your nominee how to vote to ensure that your vote is counted on each of the proposals.

Which ballot measures are considered “routine” or “non-routine?”

The ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for the year ending December 31, ~~2017~~2021 (Proposal No. 2) is considered routine under applicable rules. A broker or other nominee may generally vote on routine matters, and therefore no broker non-votes are expected to exist in connection with Proposal No. 2. The election of directors (Proposal No. 1) and the ~~vote to approve our non-employee directors’ equity compensation policy~~approval of the Amended and Restated 2016 Equity Incentive Plan (Proposal No. 3) are considered non-routine under applicable rules. A broker or other nominee cannot vote without instructions on non-routine matters, and therefore there may be broker non-votes on ~~Proposal~~Proposals No. 1 and ~~Proposal 3.~~No. 3

~~How many votes are needed to approve the proposal?~~

~~With respect to Proposal 1, the election of directors, the nine nominees receiving the highest number of “For” votes will be elected.~~

With respect to Proposal 2, the affirmative vote of the majority of votes cast (excluding abstentions and broker non-votes) is required for approval. This is a routine proposal and therefore we do not expect any broker non-votes.

~~With respect to Proposal 3, the affirmative vote of the majority of votes cast (excluding abstentions and broker non-votes) is required for approval.~~

~~How many votes do I have?~~

~~On each matter to be voted upon, you have one vote for each share of common stock you own as of the Record Date.~~.

What if I return a Proxy Card but do not make specific choices?

If we receive a signed and dated Proxy Card and the Proxy Card does not specify how your shares are to be voted, your shares will be voted ~~“For”~~in accordance with the ~~election of each of the nine nominees for director, “For”~~ ~~the~~ ~~ratification of the appointment of BDO USA, LLP, as our independent registered public accounting firm and “For” the approval~~recommendations of our ~~non-employee directors’ equity compensation policy.~~ Board. If any other matter is properly presented at the Annual Meeting, your proxy (one of the individuals named on your Proxy Card) will vote your shares in his or her discretion.

Who is paying for this proxy solicitation?

We are soliciting this proxy on behalf of the Board and will pay for the entire cost of soliciting proxies. In addition to these mailed proxy materials, our directors, officers and employees may also solicit proxies in person, by telephone or by

other means of communication. Directors, officers and employees will not be paid any additional compensation for soliciting proxies. We will also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

What does it mean if I receive more than one set of materials?

If you receive more than one set of materials, your shares are registered in more than one name or are registered in different accounts. In order to vote all the shares you own, you must either sign and return all of the Proxy Cards or follow the instructions for any alternative voting procedure on each of the Proxy Cards.

Can I change my vote after submitting my proxy?

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

You may submit another properly completed proxy with a later date.

You may send a written notice that you are revoking your proxy to the Secretary of the Board at Kadmon Holdings, Inc., 450 East 29th Street, New York, New York 10016.

You may attend the Annual Meeting and vote in person. Simply attending the Annual Meeting will not, by itself, revoke your proxy.

If your shares are held by your broker ~~bank~~ or ~~other agent,~~brokerage firm, you should follow the instructions provided by them.

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When are stockholder proposals due for next year’s Annual Meeting?

To be considered for inclusion in next year’s proxy materials, your proposal must be submitted in writing by ~~January 10, 2018~~December 2, 2021 to the Secretary of the Board at Kadmon Holdings, Inc., 450 East 29th Street, New York, New York 10016; provided that if the date of the annual meeting is more than 30 days from ~~June 28, 2018,~~May 12, 2022, the deadline is a reasonable time before we begin to print and send our proxy materials for next year’s annual meeting. Pursuant to ~~the~~our bylaws, in order for a stockholder to present a proposal for next year’s annual meeting, other than proposals to be included in the proxy statement as described above, or to nominate a director, you must give timely notice thereof in writing to the Secretary of the Board, which must be received between ~~March 1, 2018~~January 12, 2022 and ~~March31, 2018;~~February 11, 2022; provided that if the date of that annual meeting is more than 30 days before or after ~~June 28, 2018,~~May 12, 2022, notice must be received not later than the 90th day prior to the annual meeting date or the 10th day following the day on which public disclosure of the annual meeting date is first made. You are also advised to review our bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if the holders of a majority in voting power of the shares of common stock and 5% convertible preferred stock issued and outstanding and entitled to vote are present in person or represented by proxy at the Annual Meeting. On the Record Date, there were ~~51,846,521~~171,816,945 shares of our common stock outstanding and entitled to ~~vote.~~vote and 28,708 shares of 5% convertible preferred stock outstanding and entitled to vote (which, on an as-converted basis, represents voting rights equivalent to approximately 3,750,664 shares of common stock). Accordingly, ~~25,923,261~~87,783,806 shares must be represented by stockholders present at the Annual Meeting or by proxy to have a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy or vote at the Annual Meeting. Abstentions will be counted towards the quorum requirement. If there is no quorum, either the chair of the Annual Meeting or a majority in voting power of the stockholders entitled to vote at the Annual Meeting, present in person or represented by proxy, may adjourn the Annual Meeting to another time or place.

How can I find out the results of the voting at the Annual Meeting?

Voting results will be announced by the filing of a Current Report on Form 8-K within four business days after the Annual Meeting. If final voting results are unavailable at that time, we will file an amended Current Report on Form 8-K within four business days of the day the final results are available.

Implications of being an “emerging growth company.”

We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, have elected to comply with certain reduced public company reporting requirements. These reduced reporting

requirements include reduced disclosure about our executive compensation arrangements and no requirement to hold non-binding advisory votes on executive compensation. We will remain an emerging growth company until the earlier of (1) December 31, 2021, (2) the last day of the first fiscal year ~~(a) following the fifth anniversary of the completion of our initial public offering, (b)~~ in which ~~we have total~~our annual gross ~~revenue of at least~~revenues exceed $1.07 billion, ~~or (c) in~~(3) the date on which we ~~are deemed to be~~become a ~~large~~“large accelerated ~~filer,~~filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, which ~~means~~would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the ~~prior June 30, and (2)~~last business day of our most recently completed second fiscal quarter or (4) the date on which we have issued more than $1.0 billion in non-convertible debt during the ~~prior three-year~~preceding three year period.

~~Directions to Annual Meeting~~

~~Directions to our Annual Meeting, to be held at 450 East 29~~th ~~Street, New York, New York 10016 are available at: www.kadmon.com.~~

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PROPOSAL NO. 1

ELECTION OF DIRECTORS

Our Board is not divided into classes. Each director serves until his or her successor is elected. Except as otherwise provided by law, vacancies (including vacancies created by increases in the number of directors or by removal from office by a vote of the stockholders) on the Board may be filled only by a majority of the directors then in office. A director so chosen shall hold office for a term expiring at the next annual meeting of stockholders at which the term of office expires, and until his or her respective successor is elected, except in the case of the death, resignation or removal of any director. The Board currently consists of ~~ten~~seven seated ~~directors.~~directors and the Board will consist of seven seated directors following the 2021 Annual Meeting.

At each annual meeting of stockholders, the successors to directors whose terms will then expire will be elected to serve from the time of election and qualification until such director’s successor is elected and qualified.

Messrs. ~~Schwartz, Boardman,~~ Konidaris and ~~Meehan,~~Kirsch, Drs. Waksal, Cohen and Bauer, ~~Forbes~~ and ~~Shenk~~Mses. Miller-Rich and ~~Ms. Wiviott~~Schwalm have been nominated to serve as directors and have each agreed to stand for ~~reelection.~~reelection or election, as applicable. Each director to be elected will hold office from the date of his or her election by the stockholders until his or her successor is elected, or until such director’s earlier death, resignation or removal. The Board will consist of seven seated directors following the 2021 Annual Meeting.

Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the ~~nine~~seven nominees named below. In the event that any nominee should be unavailable for election as a result of an unexpected occurrence, such shares will be voted for the election of such substitute nominee as the Board may propose. Each person nominated for election has agreed to serve if elected, and management has no reason to believe that any nominee will be unable to serve. Directors are elected by a plurality of the votes cast at the meeting.

The following table sets forth information for the nominees who are currently standing for reelection with respect to their ages as of March 15, 2021 and position/office held within the Company:

Name

Age

Position
Director Since
Directors

Harlan W. Waksal, M.D.

63

President, Chief Executive Officer and Director
2013
Bart M. Schwartz, Esq. (3)(4)

70

Chairman of the Board
2015
Eugene Bauer, M.D. (1)(2)(4)

74

Director
2010
D. Dixon Boardman (1)(2)(3)(4)

71

Director
2010
Alexandria Forbes, Ph.D.

52

Director
2010
Tasos G. Konidaris (1)

50

Director
2017
Steven Meehan (1)

52

Director
2017
Thomas E. Shenk, Ph.D. (4)

70

Director
2014
Susan Wiviott, J.D. (2)(3)(4)

59

Director
2010


Name	Age	Position	Director Since
Directors
Harlan W. Waksal, M.D. (4)	67	President, Chief Executive Officer and Director	2013
Tasos G. Konidaris (1)(2)	54	Chairman of the Board, Director	2017
Eugene Bauer, M.D. (1)(2)(3)(4)	78	Director	2010
Cynthia Schwalm (2)(3)(5)	61	Director	2019
David E. Cohen, M.D. (2)(3)(4)(5)	56	Director	2019
Nancy Miller-Rich (4)(5)	62	Director	2020
Arthur Kirsch (1)	69	Director	2019

(1) Member of the ~~audit committee~~Audit Committee

(2) Member of the ~~compensation committee~~Compensation Committee

(3) Member of the ~~nominating~~Nominating and ~~corporate governance committee~~Corporate Governance Committee

(4) Member of the ~~regulatory~~Science and ~~compliance committee~~Technology Committee

(5) Member of the Belumosudil Launch Oversight Committee

Set forth below is biographical information for the nominees and each person whose term of office as a director will continue after the Annual Meeting. The following includes certain information regarding our directors’ individual experience, qualifications, attributes and skills that led the Board to conclude that they should serve as directors.

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Nominees for Election to a Term Expiring upon Such Director’s Successor Being Elected and Qualified

Harlan W. Waksal, M.D. Dr. Waksal has been our President and Chief Executive Officer since August 2014 and was elected to our Board in 2013. Prior to joining Kadmon as an employee, Dr. Waksal served as President and Sole Proprietor of Waksal Consulting LLC from 2003 to 2014. From 2011 to 2014, Dr. Waksal served as Executive Vice President, Business and Scientific Affairs at Acasti Pharma, Inc., a publicly traded biopharmaceutical company, and as a consultant to Neptune Technologies & ~~Bioressources,~~Bioresources, Inc., a publicly traded life sciences company and the parent company of Acasti. Dr. Waksal co‑founded ImClone Systems (“ImClone”) in 1987, a publicly traded biopharmaceutical company acquired by Eli Lilly and Company in 2008. Dr. Waksal served in senior roles at ImClone, including: President (1987 to 1994); Executive Vice President and Chief Operating Officer (1994 to 2002); and President, Chief Executive Officer and Chief Operating Officer (2002 to 2003). Dr. Waksal also served as a Director of ImClone from 1987 to 2005. Dr. Waksal served on the boards of Oberlin College and Sevion Therapeutics through March 2016 and the boards of Acasti and Neptune through February 2016 and July 2015, respectively. Dr. Waksal received his B.A. from Oberlin College and his

M.D. from Tufts University School of Medicine. He completed his training in internal medicine at New England Medical Center and in pathology at Kings County Hospital Center in Brooklyn.

We believe Dr. Waksal’s extensive management experience in the life science industry and drug development experience provides him with the qualifications and skills to serve on our Board.

~~Bart M. Schwartz, Esq.~~Tasos G. Konidaris. Mr. ~~Schwartz~~Konidaris has served as ~~Chairman~~a member of our Board since ~~2015. Since 2010,~~February 2017 and was appointed chairman in 2019. Mr. ~~Schwartz~~Konidaris has served as ~~Chairman~~Senior Vice President, Chief Financial Officer of Amneal Pharmaceuticals, Inc. since March 2020. He previously served as Executive Vice President and Chief ~~Executive~~Financial Officer of ~~SolutionPoint International,~~Alcresta Therapeutics, Inc. Prior to that, Mr. Konidaris served as Executive Vice President, Chief Financial Officer and Head of Corporate Development of Ikaria, Inc., ~~the parent~~a biotherapeutics company, from 2011 to 2015. Prior to joining Ikaria, since 2007, Mr. Konidaris served as Senior Vice President and Chief Financial Officer at Dun & Bradstreet (D&B) Corporation, a leading commercial information services company, and previously held financial and general management roles of ~~Guidepost Solutions, LLC, a global investigation, security consulting, compliance~~increasing responsibility at Schering-Plough Corporation, Pharmacia Corporation, Novartis Corporation and ~~monitoring firm where he also serves as Chairman.~~Bristol-Myers Squibb. Mr. ~~Schwartz~~Konidaris currently serves on the board of ~~HMS Holdings Corp., a publicly traded company where he is Chair of its Compliance Committee~~Zep, Inc. Mr. Konidaris holds an MBA from Drexel University and a member of its Audit Committee. He also serves on the boards of the Police Athletic League and the Stuyvesant High School Alumni Association. Mr. Schwartz is Founder and former Chief Executive Officer of Decision Strategies, an investigative, compliance and security firm. In October 2015, Mr. Schwartz was appointed independent monitor by the U.S. Department of Justice to oversee General Motors’ compliance with its deferred prosecution agreement from its recall of defective ignition switches. Mr. Schwartz served under U.S. Attorney Rudolph Giuliani as the Chief of the Criminal Division in the Southern District of New York. Mr. Schwartz has had numerous additional court and other appointments to monitor the conduct of corporations and has received assignments from or with the approval of the SEC, the U.S. Commodity Futures Trading Commission, the U.S. Attorney’s Office for the Southern District of New York, the Manhattan District Attorney’s Office, the Attorney General of California, the Attorney General of New York, the New York Organized Crime Task Force, the New York City School Construction Authority and the New York State Department of Environmental Conservation. Mr. Schwartz received his B.S. from ~~the University of Pittsburgh and his J.D. from New York University School of Law.~~Gwynedd Mercy College.

We believe Mr. ~~Schwartz’s extensive legal~~Konidaris’ expertise and ~~compliance~~financial experience provides him with the qualifications and skills to serve on our Board.

Eugene Bauer, M.D. Dr. Bauer has served as a member of our Board since 2010. In 2010, Dr. Bauer co‑founded Dermira, a publicly traded specialty biopharmaceutical company ~~where he serves~~acquired by Eli Lilly and Company in 2020. Dr. Bauer served as ~~Director and~~ Chief Medical ~~Officer.~~Officer of Dermira, a wholly owned subsidiary of Lilly, through March 2020. Prior to founding Dermira, Dr. Bauer served as Director, President and Chief Medical Officer of Pelpin, Inc., a publicly traded specialty pharmaceutical company, from 2008 to 2009. Dr. Bauer served as Chief Executive Officer of Neosil, Inc., a specialty pharmaceutical company, from ~~2006~~2004 to 2008, and he co‑founded and served as a member of the board of directors at Connetics, a publicly traded specialty pharmaceutical company, from 1990 to 2006. Prior to initiating his career in industry, Dr. Bauer served as Dean of Stanford University School of Medicine from 1995 to 2001 and as Chair of the Department of Dermatology at Stanford University School of Medicine from ~~1995~~1988 to ~~2001.~~1995. Dr. Bauer is the Lucy Becker Professor Emeritus at Stanford University School of Medicine, a position he has held since 2002. Dr. Bauer was a U.S. National Institutes of Health (“NIH”)‑funded investigator for 25 years and has served on review groups and Councils for the NIH. Dr. Bauer currently serves as a board member for ~~Medgenics, Inc., Cerecor Inc. and~~ First Wave Technologies. He is member of numerous honorific societies, including the National Academy of Medicine. Dr. Bauer received his B.S. from Northwestern University and his M.D. from Northwestern University Medical School.

We believe Dr. Bauer’s background of service on the boards of directors of numerous public pharmaceutical companies and his vast industry experience provides him with the qualifications and skills to serve on our Board.

~~D. Dixon Boardman.~~Cynthia Schwalm. ~~Mr. Boardman~~Ms. Schwalm has served as a member of our Board since ~~2010. Mr. Boardman founded Optima Fund Management LLC, an alternative investment firm, in 1988 and~~January 2019. Ms. Schwalm currently serves as ~~its Chief Executive Officer. Mr. Boardman is~~the Owner of EIR Advisory LLC, a healthcare-focused strategic partnership and investment company, and as a member of the ~~President’s Council~~board of ~~Memorial Sloan Kettering Cancer Center,~~directors at G1 Therapeutics, Caladrius Biosciences and Hikma Pharmaceuticals. From 2014 to October 2017, Ms. Schwalm served as President and Chief Executive Officer of Ipsen North America. Prior to joining Ipsen, Ms. Schwalm served in senior positions with various biotech and specialty pharmaceutical companies, including as President of Eisai Pharmaceuticals from 2008 to 2010, and at Amgen, Inc. as Vice President & General Manager of U.S. Oncology from 2005 to 2008 and Executive Director of the U.S. Oncology Business Unit from 2003 to 2005. Ms. Schwalm also previously held multiple commercial roles at Johnson & Johnson and Janssen Pharmaceutica, Inc. from 1985 to 2003. Ms. Schwalm has served as a member of the board of directors for privately held life science companies and non-profit organizations focused on health care delivery and global public policy. Ms. Schwalm received an Executive M.B.A. from Wharton School of Business and a B.S. in Nursing from the University of Delaware.

We believe Ms. Schwalm’s extensive management and leadership experience in the life science industry provides her with the qualifications and skills to serve on our Board.

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David E. Cohen, M.D., M.P.H. Dr. Cohen has been a director of our company since February 2019. Dr. Cohen is the Charles C. and Dorothea E. Harris Professor of Dermatology at New York University School of Medicine, where he also serves as Chief of Allergy and Contact Dermatitis, Vice Chairman of Clinical Affairs, and Director of Occupational and Environmental Dermatology. Dr. Cohen joined the NYU faculty in 1994 and his work has concentrated on cutaneous allergic and toxic reactions to exogenous and photo-reactive chemicals and the interaction of environmental stressors on the skin. Dr. Cohen has previously served as a lecturer of Environmental Sciences at Columbia University School of Public Health since 1993 and has served as an Affiliated Faculty Member of the NYU Global Institute of Public Health since 2014. Dr. Cohen served on the board of directors of Dermira from 2014 until its acquisition by Eli Lilly and Company in 2020 and had previously served as a scientific advisor to Dermira since its inception in 2010. Dr. Cohen also served ~~as Chairman~~on the Boards of Vyteris from 2011 to 2012 and Connetics from 2005 until its acquisition by Stiefel in 2006. Dr. Cohen is the Past President of the ~~Special Projects Committee.~~American Dermatological Association, and served as President of the American Contact Dermatitis Society, the Dermatology Section of the New York Academy of Medicine, and the New York Dermatological Association. Dr. Cohen served as a founding board member for the American Acne and Rosacea Society, and led the national guidelines of care for individuals with Latex allergy and served on the panel to establish the national guidelines of care for Atopic Dermatitis for the American Academy of Dermatology. Dr. Cohen received a B.S. in biomedical science from the City University of New York, an M.D. from State University of New York at Stony Brook School of Medicine and an M.P.H. in environmental science from Columbia University School of Public Health.

We believe that Dr. Cohen’s extensive experience in research and treatment, as well as his understanding of treatment from the physician’s perspective, qualify him to serve on our Board.

Nancy Miller-Rich. Ms. Miller-Rich has served as a member of our Board since August 2020. Ms. Miller-Rich has 35 years of experience in the pharmaceutical industry. Since September 2017, Ms. Miller-Rich has served as a consultant to several biopharmaceutical companies and healthcare organizations. Previously, Ms. Miller-Rich served as Senior Vice President, Global Human Health Business Development & Licensing, Strategy and Commercial Support at Merck from 2013 to 2017. At Merck, Ms. Miller-Rich’s responsibilities included direct global business development, alliance management, strategy and commercial assessment. Prior to this role, Ms. Miller-Rich was Group Vice President, Consumer Care Global New Ventures and Strategic Commercial Development at Schering-Plough from 2007 to 2013. Prior to joining Schering-Plough in 1990, Ms. Miller-Rich served in a variety of commercial and marketing roles at Sandoz (now Novartis) and at Sterling Drug. Ms. Miller-Rich currently serves as a member of the Board of Directors of Intercept Pharmaceuticals, Aldeyra Therapeutics and the TB Alliance as well as an advisor to 1063 Therapeutics and Aurora Bio. Ms. Miller-Rich received her B.S. in Business Administration and marketing from Ithaca College in Ithaca, New York.

We believe Ms. Miller-Rich’s extensive management and leadership experience in the life science industry provides her with the qualifications and skills to serve on our Board.

Arthur Kirsch. Mr. Kirsch has served as a member of our Board since 2019. Currently, Mr. Kirsch is a Senior Advisor with Alvarez and Marsal within the Life Sciences sector. He is also advises several private healthcare companies on strategic initiatives. Previously, he was a Senior Advisor and Head of Healthcare from 2005 to 2019 at GCA Global, an investment bank providing strategic M&A, capital markets and private funds advisory services to growth companies and market leaders. From 1994 to 2004, Mr. Kirsch was Global Head of Healthcare Research, with more than 200 companies under coverage, and later served as Head of Capital Markets at Vector Securities, a healthcare investment banking boutique that was later acquired by Prudential Securities. From 1990 to 1993, Mr. Kirsch was Chief Executive Officer of NatWest Markets, currently the investment banking arm of The Royal Bank of Scotland Group. Mr. Kirsch began his career on Wall Street at Drexel Burnham Lambert, where he served as Executive Vice President of the Global Equity Division, a member of the Executive Committee and notably was a #1-ranked Institutional Investor research analyst.

Mr. Kirsch serves on the Board of ~~New York Presbyterian‑Weill Cornell Council.~~Directors of Liquidia Technologies, Inc., a public nanotechnology healthcare company, where he is also Chair of the Audit Committee. He previously served on the Board of Directors of Immunomedics, a public biopharmaceutical company, where he also served on the Audit Committee. Mr. ~~Boardman~~Kirsch serves as Chairman of the Board of Directors at Aralez, Inc., a publicly traded biopharmaceutical company, where he is ~~a Director~~also Chair of ~~Florida Crystals Corporation~~the Audit Committee. Mr. Kirsch received his B.A. in Finance from the University of Rhode Island and ~~an Advisory Board Director of J.C. Bamford Excavators (UK)~~his MBA in Finance from Bernard M. Baruch College. ~~Mr. Boardman attended McGill University.~~

We believe Mr. ~~Boardman’s financial~~Kirsch’s extensive finance and ~~business expertise~~leadership experience in the life science industry provides him with the qualifications and skills to serve on our Board.

~~Alexandria Forbes, Ph.D.~~ Dr. Forbes has served as a member of our Board since 2010. Dr. Forbes has been President and Chief Executive Officer of MeiraGTx, an affiliate of Kadmon, since 2015. Prior to joining MeiraGTx, Dr. Forbes served as Senior Vice President of Strategic Operations and Chief Commercial Officer at Kadmon from 2013 to 2015. Dr. Forbes spent 13 years as a healthcare investor at hedge funds Sivik/Argus Partners and Meadowvale Asset Management. Prior to entering the hedge fund industry, Dr. Forbes was a Human Frontiers/Howard Hughes postdoctoral fellow at the Skirball Institute of Biomolecular Medicine at NYU Langone Medical Center. Prior to this, Dr. Forbes was a research fellow at Duke University and also at Carnegie Institute at Johns Hopkins University. Dr. Forbes received her M.A. from Cambridge University and her Ph.D. from Oxford University.

~~We believe Dr. Forbes’ business and financial expertise as well as her scientific background provide her with the qualifications and skills to serve on our Board.~~

~~Tasos G. Konidaris.~~ Mr. Konidaris was appointed to our Board in February 2017. Mr. Konidaris has served as Executive Vice President and Chief Financial Officer of Alcresta Pharmaceuticals, LLC since March 2016. Prior to that, he was Senior Vice President and Chief Financial Officer of Ikaria, Inc., a biotherapeutics company, from October 2011 to May 2015. Prior to joining Ikaria, since 2007, Mr. Konidaris served as Senior Vice President and Chief Financial Officer at Dun & Bradstreet (“D&B”) Corporation, a leading commercial information services company. He was Principal Accounting Officer and led the Global Finance Operations of D&B beginning in 2005. From 2003 to 2005, Mr. Konidaris served as Group Vice President of the Global Pharmaceutical and Global Diversified Products Groups at Schering-Plough Corporation, a pharmaceutical company. Earlier in his career, Mr. Konidaris held senior financial and operational positions of increasing responsibility at the Pharmacia Corporation, Rhone-Poulenc Rorer, Novartis Corporation and Bristol-Myers Squibb Company. Mr. Konidaris was a director of Delcath Systems Inc. from July 2012 until December 2014. Mr. Konidaris holds an MBA from Drexel University, and a BS from Gwynedd Mercy College.

~~We believe Mr. Konidaris’ expertise and financial experience provides him with the qualifications and skills to serve on our board of directors.~~

~~Steven Meehan.~~ Mr. Meehan was appointed to our Board in 2017. Mr. Meehan brings to the Board over 25 years of investment banking experience. Mr. Meehan was a Partner in the Healthcare Group of Moelis & Company from 2011 through 2016, leading the effort in Life Sciences and Advanced Diagnostics. Additionally, Mr. Meehan was previously the Head of Life Sciences within the Global Healthcare Group in the New York office of UBS Investment Bank (“UBS”). Mr. Meehan was also part of the team that formed the Healthcare Group at UBS in 1999. During Mr. Meehan’s tenure at UBS, he was Chief Executive Officer of UBS Russia and CIS across all businesses including securities, banking and wealth management. Mr. Meehan was also a member of the UBS Group EMEA Management Committee. During his investment banking career, Mr. Meehan also held senior roles in M&A, leveraged finance and capital markets at Salomon Smith Barney, NatWest Securities and Drexel Burnham Lambert.

~~We believe Mr. Meehan’s expertise and financial experience provides him with the qualifications and skills to serve on our Board.~~

~~Thomas E. Shenk, Ph.D.~~ Dr. Shenk has served as a member of our Board since 2014 and he has served as a member of Kadmon’s Scientific Advisory Board since December 2013. Dr. Shenk has been the James A. Elkins Jr. Professor of Life Sciences in the Department of Molecular Biology at Princeton University since 1984. Dr. Shenk is a fellow of the American Academy of Arts and Sciences and a member of the U.S. National Academy of Sciences and the National Academy of Medicine. Dr. Shenk serves as the Chairman of the Board of MeiraGTx, an affiliate of Kadmon. He is a past president of the American Society for Virology and the American Society for Microbiology and served on the board of Merck and Company from 2001 to 2012. Dr. Shenk currently serves as a board member of the Hepatitis B Foundation. Dr. Shenk received his B.S. from the University of Detroit and his Ph.D. from Rutgers University.

~~We believe Dr. Shenk’s expertise and experience serving as a director in the pharmaceutical sector and his academic background provides him with the qualifications and skills to serve on our Board.~~

~~Susan Wiviott, J.D.~~ Ms. Wiviott has served as a member of our Board since 2010. Ms. Wiviott has served as the Chief Executive Officer of The Bridge, a non‑profit behavioral health treatment and housing agency in New York, since 2014. Prior to joining The Bridge, Ms. Wiviott served as Chief Program Officer at Palladia Inc., a not‑for‑profit housing and substance abuse treatment provider, from 2012 through 2014. From 1999 through 2012, Ms. Wiviott served as Deputy Executive Vice President of the Jewish Board of Family and Children’s Services. Ms. Wiviott began her career as an associate at Sidley Austin LLP. Ms. Wiviott received her B.A. from the University of Wisconsin and her J.D. from Harvard Law School.

~~We believe Ms. Wiviott’s executive and legal experience provides her with the qualifications and skills to serve on our Board.~~

THE BOARD OF DIRECTORS RECOMMENDS A VOTE

FOR THE ELECTION OF EACH OF THE ABOVE NAMED ~~NOMINEES~~DIRECTOR NOMINEES.

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PROPOSAL NO. 2

RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of our Board has engaged BDO USA, LLP (“BDO”), as our independent registered public accounting firm for the year ending December 31, ~~2017,~~2021, and is seeking ratification of such selection by our stockholders at the Annual Meeting. BDO has audited our financial statements for each of our fiscal years since the fiscal year ended December 31, 2010. Representatives of BDO are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Neither our bylaws nor other governing documents or applicable law require stockholder ratification of the selection of BDO as our independent registered public accounting firm. However, the Audit Committee is submitting the selection of BDO to our stockholders for ratification as a matter of good corporate practice. If our stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain BDO. Even if the selection is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interests of the Company and our stockholders.

Principal Accountant Fees and ~~Services~~Services

The following table provides information regarding the fees incurred to BDO during the years ended December 31, ~~2016~~2020 and ~~2015.~~2019. The Audit Committee approved all of the fees described below.



	Year Ended December 31,				Year Ended December 31,
	2016		2015		2020		2019
	(In thousands)				(In thousands)
Audit Fees(1)	$	1,062	$	679	$	661	$	829
Tax Fees		93		84		—		—
Audit-Related Fees		—		—		—		—
All Other Fees		—		—		—		—
Total Fees	$	1,155	$	763	$	661	$	829

The Audit Committee or a delegate of the Audit Committee, to the extent permitted by applicable laws, pre-approves, or provides pursuant to ~~pre-approvals~~pre-approval policies and procedures for the pre-approval of, all audit and non-audit services provided by its independent registered public accounting firm. This policy is set forth in the charter of the Audit Committee and is available at www.kadmon.com.

The Audit Committee approved all of the estimated costs of the audit ~~audit-related, tax and other~~ services provided by BDO ~~since our initial public offering~~ in ~~August 2016~~2020 and ~~the estimated costs of those services.~~2019. Actual amounts billed, to the extent in excess of the estimated amounts, are periodically reviewed and approved by the Audit Committee.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

~~VOTE TO APPROVE OUR NON-EMPLOYEE DIRECTORS’ EQUITY COMPENSATION POLICY~~The material in this report is not “soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated by reference into any filing of Kadmon under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

~~Our Board recommends that stockholders vote FOR this proposal~~The primary purpose of the Audit Committee is to ~~approve~~oversee our ~~Non-Employee Directors’ Equity Compensation Policy (the “NED Compensation Policy”). The NED Compensation Policy was initially adopted by our Board~~financial reporting processes on ~~November 20, 2015, authorizing up to 60,000 options to purchase shares of our common stock to the chairman~~behalf of our Board of Directors. The Audit Committee’s functions are more fully described in its charter, which is available on our website at www.kadmon.com. Management has the primary responsibility for our financial statements and ~~chairman~~reporting processes, including our systems of ~~our~~internal controls. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed with management Kadmon’s audited financial statements as of and for the year ended December 31, 2020.

The Audit Committee has discussed with BDO USA, LLP (“BDO”), the Company’s independent registered public accounting firm, the matters required to be discussed by Auditing Standard No. 1301, “Communications with Audit Committees,” as adopted by the Public Company Accounting Oversight Board (the “PCAOB”). In addition, the Audit Committee discussed with BDO their independence, and received from BDO the written disclosures and the letter required by Ethics and Independence Rule 3526 of the PCAOB. Finally, the Audit Committee discussed with BDO, with and without management present, the scope and results of BDO’s audit ~~committee~~of such financial statements.

Based on these reviews and ~~20,000 options~~discussions, the Audit Committee has recommended to purchase shares of our common stock to all other non-employee Directors (which was adjusted to 9,231 and 3,077 options to purchase shares of our common stock, respectively, in connection with the one-for-six and one half reverse stock split on July 26, 2016) under the 2011 Equity Incentive Plan.

~~On December 5, 2016,~~ our Board ~~adopted changes to the NED Compensation Policy to increase the annual number~~ of ~~options to purchase shares of~~Directors that such audited financial statements be included in our ~~common stock to 50,000 for the chairman of our Board and the chairman of our audit committee and 25,000 for all other non-employee Directors (the “Annual Options).~~

This change becomes effective this June for the Annual Options to be granted to Directors at the time of our Annual General Meeting on June 29, 2017. These Annual Options will be subject to one year of service vesting. These changes were made, taking into account a report on board compensation prepared by Veritas Executive Compensation Consultants. The Annual Options are being granted under our 2016 Equity Incentive Plan (the “2016 Plan”), which includes an annual limit on non-employee Director equity compensation equal to $300,000 divided by the fair market value of shares of our common stock underlying awards.

The number of shares underlying the Annual Options is within this annual dollar-denominated limit under the 2016 Plan, based on our current stock price. However, if our stock price increases to $6 per share or above, the chairman of our Board and the chairman of our audit committee’s Annual Option grant would need to be decreased.

On April 4, 2017 the Board approved as part of the NED Compensation Policy a clarifying modification to the annual limit for director grants to be $300,000 divided by the fair value of an award on the grant date rather than the fair market value of shares of our common stock underlying the award on the grant date. This is so the annual limits on awards will be based on the dollar value or accounting expense of those awards, regardless of whether the award is granted as restricted shares, restricted stock units or options. The Company has elected to grant equity to non-employee Directors in the form of options to purchase shares of our common stock, which only have value if the price of a share of our common stock increases over the grant date price and, for those reasons, options typically also have a lower fair value than restricted shares or restricted stock units. If you approve this proposal, non-employee Directors will be eligible to receive grants not to exceed $300,000 divided by the fair value of each equity award on its grant date, and the Annual Options will be subject to this limit.

We are not seeking any changes to the material terms of the 2016 Plan, or any increase in the number of shares of our common stock under the 2016 Plan available to Directors or employees (or any changes to the terms of the plan applicable to employees) or that would be a material modification of the 2016 Plan under the meaning of Section 162(m) of the Code or that trigger shareholder approval requirements under the NYSE listing rules. We are seeking your approval as a matter of transparency with our shareholders and good corporate governance.

~~The shares underlying the Annual Options would be drawn from remaining shares under the 2016 Plan. As of January 1, 2017, 2,085,631 shares were available for issuance under the 2016 Plan.~~

For more information about the NED Compensation Policy and the 2016 Plan, see the “Director Compensation” and “Information About Stock Ownership” sections of this Proxy Statement and the 2016 Plan, which is filed as Exhibit 10.10 to the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2016 filed on March 22, 2017.~~

If you do not approve this proposal, we will continue to grant the Annual Options subject to the limitations of the 2016 Plan as drafted. This would result in the unintended result that our non-employee Directors’ compensation would decrease as a result of the Company generating strong stock price performance2020 for ~~investors.~~

Our Board believes that the ability to grant equity to our non-employee Directors is critical to our efforts to attract and retain key talent on our Board and to encourage ownership of shares of our common stock by our non-employee Directors. Only non-employee Directors may participate in the NED Compensation Policy. The Company grants its non-employee Directors option awards, instead of restricted stock awards, to closely align the interests of our non-employee Directorsfiling with the ~~interests~~SEC. The Audit Committee also has engaged BDO as our independent registered public accounting firm for the fiscal year ending December 31, 2021 and is seeking ratification of ~~our shareholders.~~such selection by the stockholders.

On March 18, 2021, our Board approved an Amendment and Restatement to the 2016 Equity Incentive Plan, (the “2016 Equity Plan”), to remove the current non-employee director award limit set forth in the 2016 Equity Plan, subject to stockholder approval. We are requesting that stockholders approve the removal of the current non-employee director award limit set forth in Section 5.04 of the 2016 Equity Plan.

If this proposal is approved, we will be able to grant equity awards to our non-employee directors under the 2016 Equity Plan with a fair value greater than the current $300,000 limit for the 2021 fiscal year and thereafter. If this proposal is not approved by stockholders, we will be unable to grant any equity awards to our non-employee directors under the 2016 Equity Plan in excess of $300,000, which will require us to limit amounts that would have otherwise been payable under our director compensation program.

Based on our review of market data from the Compensation Committee’s independent compensation consultant, Veritas, we believe that the proposed removal of the non-employee director award limit is reasonable and in line with compensation practices at our peer companies. As previously disclosed, the Compensation Committee, along with Veritas, annually prepares a comprehensive assessment of our non-employee director compensation program. The annual assessment includes benchmarking of director compensation against the same peer group used for executive compensation purposes, an update on recent trends in director compensation, and a review of related corporate governance best practices. We believe the proposed removal in the non-employee director award limit is necessary in order to potentially implement changes to our director compensation program in the future in order to align our director compensation program with our peers’ programs.

The following is a summary of the material terms of the 2016 Equity Plan, as amended and restated. Such description is qualified by reference to the full text of the 2016 Equity Plan, which is appended hereto as Appendix A. Changes to the 2016 Equity Plan in the amendment and restatement are marked in Appendix A.

If approved by stockholders, Section 5.4 of the 2016 Equity Plan, as copied below, would be removed in its entirety.

No Nonemployee Director shall be granted within any fiscal year of the Company one or more Nonemployee Director Awards pursuant to the Plan which in the aggregate are for more than a number of shares of Stock determined by dividing three hundred thousand dollars U.S. ($300,000) by the fair value of the Nonemployee Director Award determined on the day the applicable Nonemployee Director Award is granted.

No Nonemployee Director shall be granted within any fiscal year of the Company one or more Nonemployee Director Awards pursuant to the Plan which in the aggregate are for more than a number of shares of Stock determined by dividing [XXX] thousand dollars U.S. ($XXX) by the fair value of the Nonemployee Director Award determined on the day the applicable Nonemployee Director Award is granted.

Our 2016 Equity Plan is intended to make available incentives that will assist us to attract, retain and motivate employees, including officers, consultants and directors. We may provide these incentives through the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and units and other cash-based or stock-based awards.

The 2016 Equity Plan is administered by the Compensation Committee. Subject to the provisions of the 2016 Equity Plan, the Compensation Committee determines in its discretion the persons to whom and the times at which awards are granted, the sizes of such awards and all of their terms and conditions. However, the Compensation Committee may delegate to one or more of our officers the authority to grant awards to persons who are not officers or directors, subject to certain limitations contained in the 2016 Equity Plan and award guidelines established by the Compensation Committee. The Compensation Committee has the authority to construe and interpret the terms of the 2016 Equity Plan and awards granted under it. The 2016 Equity Plan provides, subject to certain limitations, for indemnification by us of any director, officer or employee against all reasonable expenses, including attorneys' fees, incurred in connection with any legal action arising from such person's action or failure to act in administering the 2016 Equity Plan.

At the time we established the 2016 Equity Plan, we reserved 6,720,000 shares of our common stock for issuance under the 2016 Equity Plan. As of March 5, 2021, there were 28,646,939 shares of our common stock authorized and reserved for issuance under the 2016 Equity Plan, with 10,835,197 shares available for future grants. Appropriate adjustments will be made in the number of authorized shares and other numerical limits in the 2016 Equity Plan and in outstanding awards to prevent dilution or enlargement of participants' rights in the event of a stock split or other change in our capital structure. Shares subject to awards which expire or are cancelled or forfeited will again become available for issuance under the 2016 Equity Plan. The shares available will not be reduced by awards settled in cash or by shares withheld to satisfy tax withholding obligations. Only the net number of shares issued upon the exercise of stock appreciation rights or options exercised by means of a net exercise or by tender of previously owned shares will be deducted from the shares available under the 2016 Equity Plan.

Awards may be granted under the ~~NED Compensation Policy. Generally, no taxable income is recognized~~2016 Equity Plan to our employees, including officers, directors or consultants or those of any present or future parent or subsidiary corporation or other affiliated entity. All awards will be evidenced by a ~~non-employee Director upon~~written agreement between us and the holder of the award.

The 2016 Equity Plan provides for the grant of nonqualified and incentive stock options, stock appreciation rights, restricted stock awards, restricted stock units, and other performance shares or performance units that may be settled in, or based upon the value of, our common stock.

We may grant nonstatutory stock options or incentive stock options (as described in Section 422 of the Internal Revenue Code), each of which gives its holder the right, during a ~~nonstatutory option, nor will we~~specified term (not exceeding 10 years) and subject to any specified vesting or other conditions, to purchase a number of shares of our common stock at an exercise price per share determined by the administrator, which may not be ~~entitled~~less than the fair market value of a share of our common stock on the date of grant.

A stock appreciation right gives its holder the right, during a specified term (not exceeding 10 years) and subject to ~~a deduction at that time. A non-employee Director will generally recognize ordinary income~~any specified vesting or other conditions, to receive the appreciation in the ~~year~~fair market value of our common stock between the date of grant of the award and the date of its exercise. We may pay the appreciation in shares of our common stock or in cash.

The Compensation Committee may grant restricted stock awards either as a bonus or as a purchase right at such price as the Compensation Committee determines. Shares of restricted stock remain subject to forfeiture until vested, based on such terms and conditions as the administrator specifies. Holders of restricted stock will have the right to vote the shares and to receive any dividends paid, except that the dividends may be subject to the same vesting conditions as the related shares.

Restricted stock units represent rights to receive shares of our common stock (or their value in cash) at a future date without payment of a purchase price, subject to vesting or other conditions specified by the administrator. Holders of restricted stock units have no voting rights or rights to receive cash dividends unless and until shares of common stock are issued in settlement of such awards. However, the Compensation Committee may grant restricted stock units that entitle their holders to dividend equivalent rights.

Performance shares and performance units are awards that will result in a payment to their holder only if specified performance goals are achieved during a specified performance period. Performance share awards are rights whose value is based on the fair market value of shares of our common stock, while performance unit awards are rights denominated in dollars. The Compensation Committee establishes the applicable performance goals based on one or more measures of business performance enumerated in the 2016 Equity Plan, such as revenue, gross margin, net income or total stockholder return. To the extent earned, performance share and unit awards may be settled in cash or in shares of our common stock. Holders of performance shares or performance units have no voting rights or rights to receive cash dividends unless and until shares of common stock are issued in settlement of such awards. However, the Compensation Committee may grant performance shares that entitle their holders to dividend equivalent rights.

The Compensation Committee may grant cash-based awards that specify a monetary payment or range of payments or other stock-based awards that specify a number or range of shares or units that, in either case, are subject to vesting or other conditions specified by the Compensation Committee. Settlement of these awards may be in cash or shares of our common stock, as determined by the Compensation Committee. Their holder will have no voting rights or right to receive cash dividends unless and until shares of our common stock are issued pursuant to the award. The Compensation Committee may grant dividend equivalent rights with respect to other stock-based awards.

In the event of a change in control as described in the 2016 Equity Plan, the acquiring or successor entity may assume or continue all or any awards outstanding under the 2016 Equity Plan or substitute substantially equivalent awards. Any awards which are not assumed or continued in connection with a change in control or are not exercised or settled prior to the ~~option is exercised~~change in control will terminate effective as of the time of the change in control. The Compensation Committee may provide for the acceleration of vesting of any or all outstanding awards upon such terms and to such extent as it determines, except that the vesting of all awards held by members of the board of directors who are not employees will automatically be accelerated in full. The 2016 Equity Plan also authorizes the Compensation Committee, in its discretion and without the consent of any participant, to cancel each or any outstanding award denominated in shares upon a change in control in exchange for a payment to the participant with respect to each share subject to the cancelled award of an amount equal to the excess of the ~~fair market value~~consideration to be paid per share of common stock in the ~~option shares on the exercise date~~change in control transaction over the exercise price ~~paid. We~~per share, if any, under the award.

The impact of a termination of employment on an outstanding award granted under the 2016 Equity Plan, if any, will be ~~entitled to an income tax deduction~~set forth in the ~~year~~applicable award agreement.

Awards granted under the 2016 Equity Plan are generally nontransferable (other than by will or the laws of ~~exercise equal~~descent and distribution), except that the Compensation Committee may provide for the transferability of awards subject to certain limitations, as described in the ~~amount of ordinary income recognized~~2016 Equity Plan.

The 2016 Equity Plan will continue in effect until it is terminated by the ~~non-employee Director with respect~~Compensation Committee, provided, however, that all awards will be granted, if at all, within 10 years of its effective date. The Compensation Committee may amend, suspend or terminate the 2016 Equity Plan at any time, provided that without stockholder approval, the 2016 Equity Plan cannot be amended to increase the ~~exercised nonstatutory option.~~number of shares authorized, change the class of persons eligible to receive awards, or effect any other change that would require stockholder approval under any applicable law or listing rule.

~~The awards~~Awards under the 2016 Equity Plan are made at the discretion of the Compensation Committee. Therefore, the benefits or amounts that will be ~~made~~received by or allocated to ~~individuals~~each named executive officer, all current executive officers as a group, all directors who are not executive officers as a group, and all employees who are not executive officers as a group, under the ~~NED Compensation Policy~~2016 Equity Plan are not presently determinable.

The following generally summarizes the United States federal income tax consequences that generally will arise with respect to Awards granted under the 2016 Equity Plan. This summary is based on the federal tax laws in effect as of the date of this proxy statement. In addition, this summary assumes that all Awards are exempt from, or comply with, the rules under Section 409A of the Internal Revenue Code regarding nonqualified deferred compensation. Changes to these laws or assumptions could alter the tax consequences described below.

Incentive Stock Options. A participant will not have income upon the grant of an incentive stock option (“ISO”). Also, except as described below, a participant will not have income upon exercise of an ISO if the participant has been employed by us or our corporate parent or 50% or more-owned corporate subsidiary at all times beginning with the option grant date and ending three months before the date the participant exercises the option. If the participant has not been so employed during that time, then the participant will be ~~consistent~~taxed as described below under "Nonstatutory Stock Options." The exercise of a ISO may subject the participant to the alternative minimum tax.

A participant will have income upon the sale of the stock acquired under an incentive stock option, which we refer to as ISO stock, at a profit (if sales proceeds exceed the exercise price). The type of income will depend on when the participant sells the ISO stock. If a participant sells the ISO stock more than two years after the option was granted and more than one year after the option was exercised, then all of the profit will be long-term capital gain. If a participant sells the ISO stock prior to satisfying these waiting periods, then the participant will have engaged in a disqualifying disposition and a portion of the profit will be ordinary income and a portion may be capital gain. This capital gain will be long-term if the participant has held the ISO stock for more than one year and otherwise will be short-term. If a participant sells the ISO stock at a loss (sales proceeds are less than the exercise price), then the loss will be a capital loss. This capital loss will be long-term if the participant held the ISO stock for more than one year and otherwise will be short-term.

Nonstatutory Stock Options. A participant will not have income upon the grant of a nonstatutory stock option (“NSO”). A participant will have compensation income upon the exercise of a NSO equal to the fair market value of the stock on the day the participant exercised the option less the exercise price. Upon sale of the stock, which we refer to as NSO stock, the participant will have capital gain or loss equal to the difference between the sales proceeds and the fair market value of the NSO stock on the day the option was exercised. This capital gain or loss will be long-term if the participant has held the NSO stock for more than one year and otherwise will be short-term.

Stock Appreciation Rights. A participant will not have income upon the grant of an stock appreciation right (“SAR”) but generally will recognize compensation income upon the exercise of an SAR equal to the amount of the cash and the fair market value of any stock received. Upon the sale of the stock, the participant will have capital gain or loss equal to the difference between the sales proceeds and the fair market value of the stock on the day the SAR was exercised. This capital gain or loss will be long-term if the participant held the stock for more than one year and otherwise will be short-term.

Restricted Stock. A participant will not have income upon the grant of Restricted Stock unless an election under Section 83(b) of the Internal Revenue Code is made within 30 days of the date of grant. If a timely Section 83(b) election is made, then a participant will have compensation income equal to the fair market value of the stock less the purchase price, if any. When the stock is sold, the participant will have capital gain or loss equal to the difference between the sales proceeds and the fair market value of the stock on the date of grant. If the participant does not make a Section 83(b) election, then when the shares of Restricted Stock vest the participant will have compensation income equal to the fair market value of the stock on the vesting date less the purchase price. When the stock is sold, the participant will have capital gain or loss equal to the sales proceeds less the fair market value of the stock on the vesting date. Any capital gain or loss will be long-term if the participant held the stock for more than one year and otherwise will be short-term.

Restricted Stock Units. A participant will not have income upon the grant of a Restricted Stock Unit. A participant is not permitted to make a Section 83(b) election with ~~those described above.~~respect to a Restricted Stock Unit. When the Restricted Stock Unit vests, the participant will have compensation income on the vesting date in an amount equal to the fair market value of the stock on the vesting date less the purchase price, if any. When the stock is sold, the participant will have capital gain or loss equal to the sales proceeds less the fair market value of the stock on the vesting date. Any capital gain or loss will be long-term if the participant held the stock for more than one year and otherwise will be short-term.

Other Stock-Based Awards. The tax consequences associated with any Other Stock-Based Award granted under the 2016 Equity Plan will vary depending on the specific terms of the Award. Among the relevant factors are whether or not the Award has a readily ascertainable fair market value, whether or not the Award is subject to forfeiture provisions or restrictions on transfer, the nature of the property to be received by the participant under the Award and the participant's holding period and tax basis for the Award or underlying common stock.

Tax Consequences to Kadmon. There will be no tax consequences to us except that we will be entitled to a deduction when a participant has compensation. Any such deduction will be subject to the limitations of Section 162(m) of the Internal Revenue Code.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR AN AMENDMENT TO OUR ~~NON-EMPLOYEE DIRECTORS’~~2016 EQUITY ~~COMPENSATION POLICY.~~INCENTIVE PLAN

Table_of_Contents~~REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS~~

The material in this report is not “soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated by reference into any filing of Kadmon under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

The primary purpose of the Audit Committee is to oversee our financial reporting processes on behalf of our Board. The Audit Committee’s functions are more fully described in its charter, which is available on our website at www.kadmon.com. Management has the primary responsibility for our financial statements and reporting processes, including our systems of internal controls. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed with management Kadmon’s audited financial statements as of and for the year ended December 31, 2016.

Based on these reviews and discussions, the Audit Committee has recommended to our Board that such audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2016 for filing with the SEC. The Audit Committee also has engaged BDO as our independent registered public accounting firm for the fiscal year ending December 31, 2017 and is seeking ratification of such selection by the stockholders.

~~Audit Committee~~

~~D. Dixon Boardman, Chair~~

~~Eugene Bauer, M.D.~~

~~Steven Meehan~~

~~Tasos G. Konidaris~~

CORPORATE GOVERNANCE

Corporate Governance

Board and Committees

~~Certain~~Our Board currently is authorized to have seven members, with members serving until his or her successor is elected, or until such director’s earlier death, resignation or removal. The Board currently consists of ~~the current members of our Board were appointed in accordance with our Second Amended~~seven seated directors and ~~Restated Limited Liability Company Agreement (“LLC Agreement”). The LLC Agreement provided that our Board initially~~will continue to consist of seven ~~members but could be increased from time to time by resolution of~~seated directors following the Board. Currently, our Board is made up of ten members. On the effective date of the Corporate Conversion (defined herein), the members of the board of managers of Kadmon Holdings, LLC became the members of Kadmon Holdings, Inc.’s board of directors. The LLC Agreement terminated upon the closing of our IPO and, thereafter, our directors will be elected by the vote of our common stockholders. The current directors’ term ends at the first annual meeting of our stockholders, which will be held on June 29, 2017.

Pursuant to existing agreements with certain of our investors, GoldenTree Asset Management LP (together with certain of its affiliated entities), Falcon Flight LLC and Alpha Spring Limited had the right to appoint a member of our Board. Under the aforementioned rights, GoldenTree Asset Management LP (together with certain of its affiliated entities) appointed Treacy Gaffney and Alpha Spring Limited appointed Louis Shengda Zan to our Board. These rights terminated upon the effectiveness of our IPO. Ms. Gaffney resigned from our Board effective April 25, 2016.

For so long as affiliates of GoldenTree Asset Management LP collectively own at least 7.5% of our common stock (calculated on an “as if” converted basis and taking into account the exercise of all other options, warrants and other equity‑linked securities held by such GoldenTree affiliated entities), GoldenTree Asset Management LP will have the right, at its option, to designate (i) one director to our Board and, upon such designation, the Board shall recommend to the stockholders to vote for the election of GoldenTree Asset Management LP’s designee at any meeting of stockholders convened to elect our directors or (ii) one observer to our Board. As of the date of this2021 Annual ~~Report, GoldenTree has not designated a director or observer to our Board.~~

Following closing of our IPO until the dissolution and winding up of Kadmon I, for so long as 72 KDMN Investments, LLC (“72 KDMN”) owned, directly or indirectly, any membership interests in Kadmon I, then 72 KDMN had the right, at its option, to designate one director to our Board and, upon such designation, the Board would have been required to recommend to the stockholders to vote for the election of 72 KDMN’s designee at any meeting of stockholders convened to elect our directors. Andrew B. Cohen, a former member of our Board, is an affiliate of 72 KDMN. Following the dissolution of Kadmon I on January 23, 2017, for so long as 72 KDMN owns, directly or indirectly, at least 25.0% of our common stock received by 72 KDMN upon the dissolution and winding up of Kadmon I, then 72 KDMN had the right, at its option, to designate one director to our Board and, upon such designation, the Board would have been required to recommend to the stockholders to vote for the election of 72 KDMN’s designee at any meeting of stockholders convened to elect our directors. However, in January 2017, Mr. Cohen resigned from our Board and we received notice that 72 KDMN forfeited, relinquished and waived any and all rights it has to designate a director to our Board. Meeting.

Director Independence

~~Our~~The Board has ~~undertaken a review~~affirmatively determined that all of its directors, other than Dr. Harlan W. Waksal, are independent directors within the meaning of the ~~independence~~applicable Nasdaq Global Select Market listing standards and relevant securities and other laws, rules and regulations regarding the definition of “independent.” There are no family relationships between any director and any of our directors and considered whether any director has a material relationship with us that could compromise that director’s ability to exercise independent judgment in carrying out that director’s responsibilities. Ourexecutive officers.

The Board has determined that each member of ~~its members, other than Drs. Harlan W. Waksal~~the Audit Committee, the Nominating and ~~Alexandria Forbes, is an “independent director” as defined under~~Corporate Governance Committee and the ~~NYSE~~Compensation Committee meets the applicable Nasdaq Global Select Market listing standards ~~including Mr. Andrew B. Cohen prior~~and relevant securities and other laws, rules and regulations regarding “independence” and that each member is free of any relationship that would impair his individual exercise of independent judgment with regard to ~~his resignation in January 2017.~~our Company.

Audit Committee

The ~~audit committee~~Audit Committee of our Board oversees the quality and integrity of our financial statements and other financial information, accounting and financial reporting processes, internal controls and procedures for financial reporting and internal audit function. It also oversees the audit and other services provided by our independent auditors and is directly responsible for the appointment, independence, qualifications, compensation and oversight of the independent auditor. In addition, our ~~audit committee~~Audit Committee is responsible for reviewing our compliance with legal and regulatory requirements, and it assists the Board, , at the Board’s request, by providing an initial review of and recommendation to the Board regarding proposed business transactions.

The current members of our ~~audit committee~~Audit Committee are ~~Mr. D. Dixon Boardman,~~ Dr. Eugene Bauer, Mr. ~~Steven Meehan~~Arthur Kirsch and Mr. Tasos G. Konidaris, with Mr. ~~Boardman~~Konidaris serving as the committee’s chairman. ~~We anticipate that Mr. Konidaris will become the chairman of the audit committee in the near future.~~ Our Board has determined that Mr. ~~Boardman, Mr. Meehan~~Kirsch and Mr. Konidaris are each “audit committee financial experts” as defined by SEC rules and regulations. The composition of our ~~audit committee~~Audit Committee meets the requirements for independence under the rules and regulations of the SEC

and the listing standards of the ~~NYSE.~~Nasdaq Global Select Market. A copy of the ~~audit committee’s~~Audit Committee’s written charter is publicly available on our website at www.kadmon.com.

Compensation Committee

The ~~compensation committee~~Compensation Committee of our Board reviews and determines the compensation of all of our executive officers and establishes our compensation policies and programs. Specific responsibilities of our ~~compensation committee~~Compensation Committee include, among other things, evaluating the performance of our chief executive officer and determining our chief executive officer’s compensation. It also determines the compensation of our other executive officers. In addition, our compensation committee administers all equity compensation plans and has the authority to grant equity awards subject to the terms and conditions of such equity compensation plans. Furthermore, our ~~compensation committee~~Compensation Committee reviews and approves various other compensation policies and matters. Our ~~compensation committee~~Compensation Committee also reviews and discusses with management the executive and director compensation ~~discussion and analysis~~disclosure that we may be required from time to time to include in SEC filings, and it prepares a ~~compensation committee~~Compensation Committee report on executive compensation as may be required from time to time to be included in our annual proxy statements or annual reports on Form 10‑K filed with the SEC.

The current members of our ~~compensation committee~~Compensation Committee are ~~Mr. D. Dixon Boardman,~~ Dr. Eugene Bauer, Dr. David E. Cohen, Mr. Tasos G. Konidaris, and Ms. ~~Susan Wiviott,~~Cynthia Schwalm, with ~~Mr. Boardman~~Dr. Bauer serving as the committee’s chairman. The composition of our ~~compensation committee~~Compensation Committee meets the requirements for independence under the rules and regulations of the SEC and the listing standards of the ~~NYSE.~~Nasdaq Global Select Market. A copy of the ~~compensation committee’s~~Compensation Committee’s written charter is publicly available on our website at www.kadmon.com.

Nominating and Corporate Governance Committee

The ~~nominating~~Nominating and ~~corporate governance committee~~Corporate Governance Committee of our Board oversees the nomination of directors, including, among other things, identifying, evaluating and making recommendations of nominees to our Board, and evaluates the performance of our Board and individual members of our Board. When identifying nominees, the ~~nominating~~Nominating and ~~corporate governance committee~~Corporate Governance Committee considers, among other things, a nominee’s character and integrity, level of education and business experience, financial literacy and commitment to represent long‑term interests of our equity holders. Our ~~nominating~~Nominating and ~~corporate governance committee~~Corporate Governance Committee is also responsible for reviewing developments in corporate governance practices, evaluating the adequacy of our corporate governance practices and making recommendations to our Board concerning corporate governance matters.

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The current members of our ~~nominating~~Nominating and ~~corporate governance committee~~Corporate Governance Committee are ~~Mr. D. Dixon Boardman, Mr. Bart M. Schwartz~~Dr. Eugene Bauer, Dr. David E. Cohen and ~~Ms. Susan Wiviott,~~Cynthia Schwalm, with ~~Mr. Schwartz~~Dr. Bauer serving as the committee’s chairman. The composition of our ~~nominating~~Nominating and ~~corporate governance committee~~Corporate Governance Committee meets the requirements for independence under the rules and regulations of the SEC and the listing standards of the ~~NYSE.~~Nasdaq Global Select Market. A copy of the ~~nominating~~Nominating and ~~corporate governance committee’s~~Corporate Governance Committee’s written charter is publicly available on our website at www.kadmon.com.

~~Regulatory~~Science and ~~Compliance~~Technology Committee

The ~~current members~~Science and Technology Committee of our regulatory and compliance committee are Dr. Eugene Bauer, Mr. D. Dixon Boardman, Mr. Bart M. Schwartz, Dr. Thomas E. Shenk and Ms. Susan Wiviott, with Mr. Schwartz serving as the committee’s chairman.

~~The regulatory and compliance committee~~Board is responsible for ~~among other matters:~~

~~reviewing and overseeing our compliance program and the compliance program(s) with respect to companies we acquire and which we exercise a controlling interest;~~

~~reviewing the status of our compliance with relevant laws, regulations and internal procedures;~~

~~reviewing and evaluating internal reports and external data based on criteria developed by the regulatory and compliance committee;~~

~~discussing, in consultation with the compensation committee, an evaluation of whether compensation practices are aligned with our compliance obligations;~~

making written recommendations about whether an employee’s compensation should be reduced or extinguished if there is a government or regulatory action that has caused significant financial or reputational damage to our company due to the employee’s involvement in the conduct at issue; and

reporting to the Board on the state of our compliance functions, relevant compliances issues, potential patterns of non‑compliance identified within our company, significant disciplinary actions against any

compliance or internal audit personnel, and any other issues that may reflect any systemic or widespread problems in compliance or regulatory matters exposing our company to substantial compliance risk.

periodically examining the strategic direction of, and investment, in our biopharmaceutical research and development and technology initiatives. Additionally, the Science and Technology Committee provides input into, and oversight of, our intellectual property portfolio and the protection and expansion thereof. A copy of the ~~regulatory~~Science and ~~compliance committee’s~~Technology Committee’s written charter is publicly available on our website at www.kadmon.com.

The current members of our Science and Technology Committee are Dr. Eugene Bauer, Dr. David E. Cohen, Ms. Nancy Miller-Rich and Dr. Harlan W. Waksal, with Dr. Cohen serving as the committee’s chairman.

Belumosudil Launch Oversight Committee

The Belumosudil Launch Oversight Committee of our Board was established to assist the Board in its oversight of the Company’s activities ahead of the planned launch of its drug candidate Belumosudil, if approved, and to advise the Board with respect to strategic launch preparation considerations.

The current members of our Belumosudil Oversight Launch Committee are Dr. David E. Cohen, Ms. Nancy Miller-Rich and Ms. Cynthia Schwalm, with Ms. Schwalm serving as the committee’s chairman.

Board Leadership Structure and Role in Risk Oversight

The Board is led by ~~Mr. Bart M. Schwartz.~~Tasos G. Konidaris. We believe that having an independent director serve as the non-executive Chairman of the Board is in the best interests of our stockholders. The separation of roles allows our Chairman to focus on the organization and effectiveness of the Board and any potential conflicts of interest that require review by the Board’s independent members. At the same time, it allows our ~~Chief Executive Officer~~CEO to focus on executing our strategy and managing our operations, performance and risk.

One of the key functions of our Board is informed oversight of our business risk management process. The Board does not have a standing business risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through various standing committees of our Board that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure and our ~~audit and finance committee~~Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken.

Our Audit Committee, as part of its responsibilities, oversees the management of financial risks, including accounting matters, liquidity and credit risks, corporate tax positions, insurance coverage, and cash investment strategy and results. Our Audit Committee is also responsible for overseeing the management of risks relating to the performance of our internal audit function, if required, and our independent registered public accounting firm, as well as our systems of internal controls and disclosure controls and procedures and risks related to data privacy and cybersecurity. For example, relevant members of management periodically report to our Audit Committee regarding data privacy and cybersecurity risks and related policies and initiatives that the company has implemented to address such risks, including risks related to the collection and handling of personal data obtained from subjects participating in our clinical trials. Additionally, pursuant to its charter, the Audit Committee may retain, as necessary, subject matter experts and advisers to assist in its oversight of risk management within the company, including with respect to data privacy and cybersecurity risk.

The ~~nominating~~Nominating and ~~corporate governance~~Corporate Governance committee monitors compliance with legal and regulatory requirements and the effectiveness of our corporate governance practices, including whether they are successful in preventing illegal or improper liability‑creating conduct. Our ~~nominating~~Nominating and ~~corporate governance~~Corporate Governance committee is also responsible for overseeing our risk management efforts generally, including the allocation of risk management functions among our Board and its committees. Our ~~compensation committee~~Compensation Committee assesses and monitors whether any of our compensation practices, policies and programs has the potential to encourage excessive risk‑taking. Our ~~audit~~Science and ~~finance~~Technology Committee oversees the management of risks associated with our research and development programs, processes and strategies. Each committee ~~periodically reviews~~of our Board provides regular reports, on at least a quarterly basis, to the ~~general process for~~full Board. Our Board may also create additional committees in the ~~oversight of~~future to assist in risk ~~management by our Board.~~oversight

Risk Considerations in Our Compensation Program

We conducted an assessment of our compensation policies and practices for our employees and concluded that these policies and practices are not reasonably likely to have a material adverse effect on us.

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Code of Ethics and Code of Conduct

We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, and third-party consultants. We have posted a current copy of the code and our corporate governance guidelines on our website, www.kadmon.com. In addition, we intend to post on our website all disclosures that are required by law or the ~~NYSE~~Nasdaq Global Select Market listing standards concerning any amendments to, or waivers from, any provision of the code. The reference to our website does not constitute incorporation by reference of the information contained at or available through our website.

Meetings of the Board, Board and Committee Member Attendance and Annual Meeting Attendance

Our Board ~~met four times during 2016. The audit committee met six times, the compensation committee met three times, the regulatory and compliance committee met four times~~ and the ~~nominating and corporate governance committee~~committees met ~~four times. During 2016, each~~regularly throughout 2020. Each Board member attended ~~all~~90% or more of the aggregate of all meetings of the Board and of the committees ~~of the Board~~ on which ~~he/she~~the Director served in each case, to the extent appointed as a Board member at the relevant time of each meeting, except Mr. Zan, who did not attend any board meetings and Dr. Bauer who attended two of the three compensation committee meetings.during 2020. We encourage all of our directors and nominees for director to attend our annual meeting of stockholders; however, attendance is not mandatory.

Meetings of the Company’s Non-Management Directors

The non-management directors of the Board meet in executive ~~session~~sessions in connection with each regularly scheduled Board meeting. Mr. ~~Schwartz serves~~Konidaris served as the chair of those meetings ~~which~~during 2020, and Dr. Harlan W. Waksal ~~Thomas E. Shenk and Dr. Alexandria Forbes do~~did not ~~attend.~~attend such sessions.

~~Stockholder~~Interested Parties Communications with the Board

Should ~~stockholders~~interested parties wish to communicate with the Board or any specified individual directors, such correspondence

should be sent to the attention of the Secretary of the Board, at Kadmon Holdings, Inc., 450 East 29th Street, New York, New York 10016. The Secretary of the Board will forward the communication to the Board members.

Compensation Committee Interlocks and Insider Participation

The following directors served on the Compensation Committee during 2020: Dr. Eugene Bauer, Dr. David E. Cohen, Mr. Tasos G. Konidaris, and Ms. Cynthia Schwalm. No member of our ~~compensation committee~~Compensation Committee is or has been a current or former officer or employee of Kadmon Holdings, Inc. or had any related person transaction involving Kadmon Holdings, Inc. None of our executive officers currently serve, or in the past year has served, as a director or a member of a ~~compensation committee~~Compensation Committee (or other committee serving an equivalent function) of any ~~other entity.~~entity that has one or more executive officers on the Board or Compensation Committee of Kadmon Holdings, Inc.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Since January 1, 2020, except as discussed below, we have not entered into or engaged in any related party transactions, as defined by the SEC, with our directors, officers and stockholders who beneficially owned more than 5% of our outstanding common stock, as well as affiliates or immediate family members of those directors, officers and stockholders other than those described below. We believe that the terms of our transactions described below were no less favorable than those that we could have obtained from unaffiliated third parties. We describe below transactions and series of similar transactions, ~~during~~since the beginning of our last fiscal year, to which we were a party or will be a party, in which:

the amounts involved exceeded or will exceed $120,000; and

any of our directors, executive officers or holders of more than 5% of our common stock, or an affiliate or immediate family member thereof, had or will have a direct or indirect material interest.

~~Participation in thePrivate Placement~~Consulting Agreement

~~Certain~~ofIn May 2020, we entered into a consulting agreement with our ~~existing institutional investors purchased an aggregate of1,488,095~~former director, D. Dixon Boardman, pursuant to which we granted Mr. Boardman options to purchase 100,000 shares of our common stock ~~in ourprivate placement that closed on March 13, 2017. Third Point Partners, LLC purchased 1,488,095 sharesof our common stockfor $5.0 million and also received 595,238 warrants to purchase sharesof our common stockwith an exercise~~at a strike price of ~~$4.50 and a term of 13 monthsfrom the date of issuance. See “Information About Stock Ownership” for more information about the shares held by these identified entities.~~$4.39.

~~Participation in the IPO~~

~~Certain~~of our existing institutional investors, including investors affiliated with certain of our directors, purchased an aggregate of 2,708,332 shares of our common stock in our IPO at the IPO price of $12.00 per share, for an aggregate purchase price of $32.5 million, and on the same terms as the shares that were sold to the public generally. Perceptive Advisors, LLC, Third Point Partners, LLC and GoldenTree purchased 1,458,333 shares of our common stock for $17.5 million, 1,041,666 shares of our common stock for $12.5 million and 208,333 shares of our common stock for $2.5 million, respectively. See “Information About Stock Ownership” for more information about the shares held by these identified entities.

~~Related Party Agreements~~

At December 31, 2016, Kadmon I, LLC held approximately 12.1% of the total outstanding common stock of Kadmon Holdings, Inc. Mr. Steven N. Gordon was the managing member of Kadmon I, LLC and is also our Executive Vice President, General Counsel, Chief Administrative, Compliance and Legal Officer. Kadmon I, LLC has no special rights or preferences in connection with its investment in Kadmon Holdings, Inc., and has the same rights as all other holders of Kadmon Holdings, Inc. common stock. On January 23, 2017, Kadmon I, LLC was dissolved and liquidated. Upon dissolution and liquidation, all assets of Kadmon I, LLC which consists solely of the shares of common stock in Kadmon Holdings, Inc., were distributed to the members of Kadmon I, LLC.

In October 2011, Dr. Samuel D. Waksal, a former employee and our then-Chief Executive Officer, issued an equity instrument to YCMM Funding, LLC, a third-party organization, in exchange for certain fundraising services on behalf of and for the benefit of Kadmon Holdings, LLC. The underlying value of the equity instrument is based on 536,065 Class A membership units and was redeemable for cash upon the occurrence of a liquidity event. In accordance with SAB 107, the liability associated with the equity instrument was recognized by Kadmon Holdings, LLC upon Dr. Samuel D. Waksal entering into the arrangement and has subsequently been stated at fair value at each reporting date with the change in value being recognized within the statement of operations. The fair value of this equity instrument was $0 and $69,000 at December 31, 2016 and 2015, respectively. Upon consummation of our IPO on August 1, 2016 with a price per share of $12.00 per share, the fair value of this equity instrument had a fair value of $0, which resulted in no liability owed by us.

In November 2011, we entered into an agreement with SBI Holdings, Inc., an indirect holder of more than 5% of our outstanding membership interests through Kadmon I, LLC, in connection with an investment of $6.5 million for 306,067 of our Class A membership units (the SBI Agreement). Subject to certain terms and conditions contained therein, the SBI Agreement provided SBI Holdings, Inc. with certain consent rights relating to our activities, information rights and rights upon liquidity events, among other things. The aforementioned rights terminated upon the closing of the IPO on August 1, 2016.

In October 2013, we entered into an agreement with Alpha Spring Limited in connection with an investment of $35.0 million by Alpha Spring Limited for 2,679,939 of our Class A membership units (the “Alpha Spring Agreement”). Subject to certain terms and conditions contained therein, the Alpha Spring Agreement provides Alpha Spring Limited with certain consent rights relating to our activities, most favored nation rights, the right to appoint a member of our Board and information rights, among other things. The aforementioned rights terminated upon the closing of the IPO on August 1, 2016.

~~During 2014, Dr. Harlan W. Waksal, our President and Chief Executive Officer, provided us with a $3.0 million~~

~~short‑term, interest‑free loan to meet operating obligations. The $3.0 million related party loan with Dr. Harlan W. Waksal was repaid in full in November 2016.~~

In September 2015, we entered into an agreement with GoldenTree Asset Management LP and certain of its affiliated entities in connection with (i) a settlement of certain claims alleging breaches of a letter agreement between us and such entities relating to a prior investment by such entities in our securities, which letter agreement was terminated as part of this settlement and (ii) participation by such entities in an aggregate amount of $15.0 million in the 2015 Credit Agreement, including the warrants issued in connection therewith, and the Senior Convertible Term Loan (the “GoldenTree Agreement”). Subject to certain terms and conditions contained therein, the GoldenTree Agreement provided GoldenTree Asset Management LP and certain of its affiliated entities with certain most favored nation rights, anti‑dilution protections including the issuance of additional Class E redeemable convertible membership units with a conversion price equal to any down round price and a right to appoint a member of our Board, among other things. The aforementioned rights terminated upon the closing of the IPO on August 1, 2016.

In June 2016, we entered into an agreement with 72 KDMN whereby we agreed to extend certain rights to 72 KDMN which survived the closing of the IPO, including board of director designation rights, see “Directors Compensation,” and confidentiality rights, subject to standard exceptions. In addition, we agreed to provide 72 KDMN with most favored nation rights which terminated upon the closing of the IPO on August 1, 2016. Andrew B. Cohen, a former member of our Board, is an affiliate of 72 KDMN. Following the dissolution of Kadmon I on January 23, 2017, for so long as 72 KDMN owns, directly or indirectly, at least 25.0% of our common stock received by 72 KDMN upon the dissolution and winding up of Kadmon I, then 72 KDMN will have the right, at its option, to designate one director to our Board and, upon such designation, the Board shall recommend to the stockholders to vote for the election of 72 KDMN’s designee at any meeting of stockholders convened to elect our directors. In January 2017, Mr. Cohen resigned from our Board and we received notice that 72 KDMN forfeits, relinquishes and waives any and all rights it has to designate a director to our Board.

In June 2016, Dr. Harlan W. Waksal, our President and Chief Executive Officer, certain entities affiliated with GoldenTree Asset Management LP, Bart M. Schwartz, the chairman of our Board, 72 KDMN and D. Dixon Boardman, a member of our Board, subscribed for 86,957, 43,479, 21,740, 86,957 and 21,740 of our Class E redeemable convertible units, respectively, at a value of $11.50 per unit.

In June 2016, we entered into certain agreements with Falcon Flight LLC and one of its affiliates in connection with a settlement of certain claims alleging breaches of a letter agreement between us and Falcon Flight LLC relating to a prior investment by Falcon Flight LLC and its affiliate in our securities, which letter agreement was amended and restated as part of this settlement, which, together with a supplemental letter agreement, we refer to as the Falcon Flight Agreement. Subject to certain terms and conditions contained therein, the Falcon Flight Agreement provides Falcon Flight LLC and its affiliate with certain most favored nation rights, information rights, consent rights, anti‑dilution protections including the issuance of 1,061,741 additional Class E redeemable convertible membership units with a conversion price equal to any down‑round price, a right to designate a member of our board of then managers or observer and notice requirements with respect to any waivers by the underwriters in connection with lock‑up agreements, among other things. The aforementioned rights terminated upon the closing of the IPO on August 1, 2016, except for indemnification of Falcon Flight LLC’s board designee or observer, which survives termination. In addition, we agreed to pay $500,000 to Falcon Flight LLC within one business day following the consummation of the IPO, and $300,000 within sixty days following the consummation of the IPO. We recorded an estimate for this settlement of approximately $10.4 million in September 2015 and recorded an additional expense of $2.6 million in June 2016 based on the excess of the fair value of this settlement over the $10.4 million previously expensed in 2015.

~~Corporate Conversion~~

Prior to the IPO, we were a Delaware limited liability company. On July 26, 2016, in connection with the pricing of the IPO, Kadmon Holdings, LLC filed a certificate of conversion, whereby Kadmon Holdings, LLC effected a corporate conversion from a Delaware limited liability company to a Delaware corporation and changed its name to Kadmon Holdings, Inc. (the “Corporate Conversion”). As required by the Second Amended and Restated Limited Liability Company Agreement of Kadmon Holdings, LLC, the Corporate Conversion was approved by our Board. In connection with the Corporate Conversion and holders of our outstanding voting units received 19,585,865 shares of common stock for all units held immediately prior to the Corporate Conversion, holders of options and warrants to purchase units became options and warrants to purchase one share of common stock for every 6.5 Class A units underlying such options or warrants immediately prior to the Corporate Conversion.

~~Financing Arrangements~~

~~August 2015 Secured Term Debt~~

~~In August 2015, we entered into the 2015 Credit Agreement in the amount of $35.0 million with two lenders. The~~

interest rate on the loan is LIBOR plus 9.375% with a 1% floor. We incurred a $0.8 million commitment fee in connection with the loan that will be amortized to interest expense over the term of the agreement. The basic terms of the loan required monthly payments of interest only through the first anniversary date of the loan and required us to maintain certain financial covenants requiring us to maintain a minimum liquidity amount and minimum revenue levels beginning after June 30, 2016 through August 1, 2016, the date we consummated our IPO. Beginning on the first anniversary date of the loan, we were required to make monthly principal payments in the amount of $0.4 million. Any outstanding balance of the loan and accrued interest is to be repaid on June 17, 2018. The secured term loan is collateralized by a first priority perfected security interest in all our tangible and intangible property.

In conjunction with the 2015 Credit Agreement, warrants with an aggregate purchase price of $6.3 million to acquire Class A membership units were issued to two lenders, of which $5.4 million was recorded as a debt discount and $0.9 million was recorded as loss on extinguishment of debt in our consolidated financial statements.

Deferred financing costs of $1.3 million were recognized in recording the 2015 Credit Agreement and will be amortized to interest expense over the three year term of the agreement. Additionally, fees paid to one existing lender, inclusive of financial instruments issued of $0.1 million, were charged to loss on extinguishment of debt. There was also $1.5 million of debt discount and $0.4 million of deferred financing cost write‑offs charged to loss on extinguishment of debt in connection with this transaction.

We entered into a third waiver agreement to the 2015 Credit Agreement in September 2016 to negotiate the amendment and restatement of certain covenants contained in the 2015 Credit Agreement. In connection with such negotiation, the lenders under the 2015 Credit Agreement had agreed to refrain from exercising certain rights under the 2015 Credit Agreement, including the declaration of a default and to forbear from acceleration of any repayment rights with respect to existing covenants until the parties have consummated the amendment and restatement of such provisions. In addition, certain payments required to be made under the 2015 Credit Agreement had been deferred while the parties negotiated the amendment. The parties executed a second amendment to the 2015 Credit Agreement in November 2016 whereby we deferred further principal payments owed under the 2015 Credit Agreement in the amount of $0.4 million per month until August 31, 2017. Additionally, the parties amended various clinical development milestones and added a covenant pursuant to which we are required to raise $40.0 million of additional equity capital by the end of the second quarter of 2017. All other material terms of the 2015 Credit Agreement, including the maturity date, remain the same. As of the date hereof, we are not in default under the terms of the 2015 Credit Agreement.

We entered into a fourth waiver agreement to the 2015 Credit Agreement in March 2017 under which the lenders under the 2015 Credit Agreement agreed to refrain from exercising certain rights under the 2015 Credit Agreement, including the declaration of a default and to forbear from acceleration of any repayment rights with respect to existing covenants. The report and opinion of our independent registered public accounting firm, BDO USA, LLP, contains an explanatory paragraph regarding our ability to continue as a going concern, which is an event of default under the 2015 Credit Agreement.

At December 31, 2016, the outstanding balance of the 2015 Credit Agreement was $34.6 million and the interest rate was LIBOR plus 9.375% with a 1% floor. We were in compliance with all covenants under the 2015 Credit Agreement at December 31, 2016 and 2015.

~~Other Equity Grants~~

In December 2014, Dr. Samuel D. Waksal received an award of 5,000 equity appreciation rights units (“EARs”) under the 2014 long-term incentive plan (the “2014 LTIP”) with a base price of $6.00 per EAR unit. The number of EAR units granted to Dr. Samuel D. Waksal was adjusted to equal 0.75% of our common stock determined on the first trading date following the date of the IPO. Based on the initial public offering price of $12.00 per share, the number of shares underlying Dr. Samuel D. Waksal’s LTIP award is 1,783,618. After giving effect to the provisions of our separation agreement dated as of February 3, 2016 with Dr. Samuel D. Waksal discussed below, his EAR units vest upon the earliest of any of the following events: (a) the expiration date of December 16, 2024 if an IPO is consummated on or before December 16, 2024, subject to continuing service through December 16, 2024 (or a termination due to death or disability within one year prior to such date), (b) the date of a Change in Control (excluding an IPO) that occurs after the submission date of a registration statement on Form S‑1 to the SEC but prior to December 16, 2024 (subject to continuing service through the date of the Form S‑1 submission or, if earlier, the date of any material agreement or filing made in furtherance of the applicable Change in Control transaction), (c) subject to continuing service through the date of the Form S‑1 submission, if and when the fair market value of each EAR unit exceeds 333.0% of the $6.00 grant price ($20.00) per share prior to December 16, 2024. In addition, the Administrator retains the discretion to cash out the EAR units upon a Change in Control. Payments are made no later than March 15 of the year following the year in which the award becomes vested. Payment will be made in cash or in common shares at our election with the payment amount determined using the fair market value of the common stock on the trading date immediately preceding the settlement date and any payment in the form of common stock will be limited to a maximum share allocation.

~~Relationship with MeiraGTx~~

In April 2015, we executed several agreements which transferred our ownership of Kadmon Gene Therapy, LLC to MeiraGTx, a then wholly‑owned subsidiary of our company. As part of these agreements, we also transferred various property rights, employees and management tied to the ongoing development of the intellectual property and contracts identified in the agreements to MeiraGTx.

MeiraGTx subsequently ratified its shareholder agreement and accepted the pending equity subscription agreements, which provided equity ownership to various parties. The execution of these agreements resulted in our 48.0% ownership in MeiraGTx. The estimated fair value of our ownership interest was $24.0 million at the time of the transaction. At December 31, 2016, we maintain a 38.7% ownership in MeiraGTx. At December 31, 2016, Drs. Alexandria Forbes, Thomas E. Shenk and Mr. Steven N. Gordon, each maintain ownership interests of 6.6%, 1.9% and 0.5%, respectively.

MeiraGTx is developing an extensive pipeline of gene therapy products for inherited and acquired disorders, with the first three Phase 1/2 clinical trials initiating in 2016. MeiraGTx is developing therapies for xerostomia following radiation treatment for head and neck cancer; ocular diseases, including rare inherited retinopathies, including LCA2, achromatopsias, X‑linked retinitis pigmentosa and dry and wet AMD; and neurodegenerative diseases, including amyotrophic lateral sclerosis (“ALS”). MeiraGTx is also developing a transformative gene regulation technology platform that allows delivery of any biologic using an oral small molecule.

~~Relationship with NT Life~~

Kadmon Corporation, our wholly‑owned subsidiary, currently holds 81,591 shares of common stock of Nano Terra, representing less than 1.0% of Nano Terra’s issued and outstanding capital stock. Kadmon Corporation, LLC entered into a joint venture with SLx through the formation of NT Life, whereby Kadmon Corporation, LLC contributed $0.9 million at the date of formation in exchange for a 50.0% interest in NT Life and entered into a sub‑licensing arrangement with NT Life. Pursuant to the sub‑licensing arrangement, Kadmon Corporation was granted a perpetual, worldwide, exclusive license to three clinical‑stage product candidates owned by SLx, as well as rights to SLx’s drug discovery platform, Pharmacomer Technology, each of which were licensed by SLx to NT Life. One of the two clinical‑stage products is being developed by us and is known as KD025. Patents and applications relating to these products were part of the sub‑licensing agreement. Know‑how related to the Pharmacomer Technology was also part of the sub‑licensing agreement.

~~Executive Compensation and Equity Awards~~

~~Please see “Executive Compensation” for information on the compensation of, and equity awards granted to, our directors and executive officers.~~

On July 13, 2016, the compensation committee of the Board approved the amendment of all outstanding option awards under our 2011 Equity Incentive Plan, including with respect to option awards previously granted to our executive officers, effective upon the date of pricing of the IPO, to adjust the exercise price (on a post‑Corporate Conversion, post‑split basis) to the initial public offering price of $12.00 per share.

~~Employment Agreements~~

~~Please see the section titled “Executive Compensation” for information on compensation and employment arrangements with our named executive officers.~~

~~Separation of Dr. Samuel D. Waksal~~

~~Dr. Samuel D. Waksal’s Former Roles at Kadmon~~

Dr. Samuel D. Waksal founded our company in October 2010 and, until August 2014, was the chairman of our then board of managers and our Chief Executive Officer. In August 2014, he stepped down as our Chief Executive Officer and became our Chief of Innovation, Science and Strategy. Concurrently therewith, Dr. Harlan W. Waksal, who is Dr. Samuel D. Waksal’s brother, was appointed President and Chief Executive Officer. In July 2015, Dr. Samuel D. Waksal resigned as chairman and as a member of our then board of managers. On August 1, 2015, Mr. Bart M. Schwartz, Esq., joined our Board and was elected as its Chairman.

In 2002, Dr. Samuel D. Waksal was charged by the SEC with violating the federal securities laws in connection with trades made in the shares of ImClone Systems, where he served as president, chief executive officer and director. Dr. Samuel D. Waksal was also charged with, and subsequently pled guilty to, securities fraud, bank fraud, wire fraud, obstruction of justice, perjury and related conspiracy charges.

As a result of a negotiated settlement of a civil enforcement action brought by the SEC, Dr. Samuel D. Waksal is subject to a final judgment and order on consent (“Consent Decree”). The Consent Decree permanently restrains and enjoins him from violating, directly or indirectly, laws and rules that prohibit securities fraud, including Section 10(b) of the Exchange Act and Rule 10b‑5 thereunder, Section 17(a) of the Securities Act of 1933 and Section 16(a) of the Exchange Act. The Consent Decree also permanently bars Dr. Samuel D. Waksal from acting as an officer or director of any public company.

~~Separation Agreement with Dr. Samuel D. Waksal~~

Effective as of February 8, 2016, Dr. Samuel D. Waksal resigned from all positions with us and is no longer employed by us in any capacity. We do not intend for Dr. Samuel D. Waksal to become an employee, provide any ongoing consulting services or rejoin the Board.

In connection with his resignation, we entered into a separation agreement with Dr. Samuel D. Waksal terminating his employment with us and providing that he shall perform no further paid or unpaid services for us whether as employee, consultant, contractor or any other service provider. The principal provisions of the separation agreement are summarized below.

~~Severance and Other Payments~~

~~We have agreed to make a series of payments (all subject to withholding taxes) to Dr. Samuel D. Waksal, some of which are contingent, structured as follows:~~

a $3.0 million severance payment, of which the first $1.0 million will be payable during the first year after February 8, 2016, with the remaining $2.0 million to be payable during the two years commencing with the first anniversary of the start of payments of the first $1.0 million;

supplemental conditional payments of up to $6.75 million in the aggregate that are payable in 2017 ($2.25 million), 2018 ($2.25 million) and 2019 ($2.25 million) if specified benchmarks related to the valuation of our company implied by the public offering price per share in the IPO, the net proceeds to us from the IPO and our equity market capitalization on specified dates are achieved and subject to our having cash and cash equivalents less payables of $50.0 million or more on the dates when we make those payments;

an amount equal to 5.0% (up to a maximum of $15.0 million) of any cash received by us or guaranteed cash payments (as defined below) received by us pursuant to the first three business development programs that we enter into on or before February 8, 2019 to research, develop, market or commercialize our ROCK2 program or our immuno‑oncology program. For purposes of the separation agreement, ROCK2 program is defined to mean pathways involving ROCK2 or other pathways effecting autoimmunity, fibrosis, cancer or neurodegenerative diseases; immuno‑oncology program is defined to mean antibodies or small molecules involved in inducing the immune system to make an anti‑tumor response; and guaranteed cash payments is defined to mean payments to us of cash contractually provided for pursuant to an agreement entered into by us with respect to a business development program, which payments are not subject to our meeting any milestones or thresholds. If the aggregate cash and guaranteed cash payments received by us pursuant to any business development program exceed $800.0 million before the completion of the IPO, the equity market capitalization requirements that must be met for Dr. Samuel D. Waksal to earn the supplemental payments of up to $6.75 million described above shall be deemed fulfilled, regardless of our equity market capitalization at the applicable time.

~~LTIP Award~~

~~With regard to the award of 5,000 EAR units granted to Dr. Samuel D. Waksal in December 2014, the separation agreement provides that:~~

by virtue of his separation from service, Dr. Samuel D. Waksal acknowledges that he is no longer entitled to vesting on December 16, 2024 based on the occurrence of an IPO on or before that date and continued service through that date;

~~the service component included in the vesting condition related to the occurrence of a change of control after an IPO but before December 16, 2024 is now satisfied;~~

the service component included in the vesting condition related to the occurrence of a 333% increase in the fair market value of each EAR unit from the $6.00 grant price per unit before December 16, 2024 is now satisfied; and

~~Dr. Samuel D. Waksal’s EAR units shall not be subject to forfeiture, termination or recapture for violation of the restrictive covenants contained in the 2014 LTIP.~~

~~Lock‑up Agreement~~

Dr. Samuel D. Waksal entered into a 180‑day lock‑up agreement in connection with the IPO which expired on January 22, 2017. If requested by the managing underwriters in any subsequent offering at the time of which Dr. Samuel D. Waksal owns five percent or more of our common stock, he will enter into a lock‑up agreement for a period not to exceed 90 days and in the form customarily requested by the managing underwriters for that offering (subject to mutually agreed exceptions), so long as other equityholders enter into substantially similar lock‑up agreements. If any of our equityholders that signs a lock‑up agreement is released from its provisions by the managing underwriters, Dr. Samuel D. Waksal will also be released from his lock‑up agreement.

~~Covenants~~

The separation agreement contained customary non‑solicitation, non‑competition and non‑disparagement provisions that continue in effect until February 8, 2019. In addition, Dr. Samuel D. Waksal agreed to make himself available, at our expense, to assist us in protecting our ownership of intellectual property and in accessing his knowledge of scientific and/or research and development efforts undertaken during his employment with us.

~~Releases~~

The separation agreement provided for mutual releases by the parties and related persons of all claims arising out of Dr. Samuel D. Waksal’s relationship with us as an employee, founder, investor, member, owner, member or Chairman of the Board, Chief Executive Officer, or officer.

~~Indemnification Agreements~~

Our bylaws provide that we will indemnify our directors, officers and certain key employees to the fullest extent permitted by the Delaware General Corporation Law (“DGCL”), subject to certain exceptions contained in our bylaws. In addition, our certificate of incorporation, provides that our directors will not be liable for monetary damages for breach of fiduciary duty.

We entered into indemnification agreements with each of our executive officers and directors. The indemnification agreements provide the executive officers and directors with contractual rights to indemnification, and expense advancement and reimbursement, to the fullest extent permitted under the DGCL, subject to certain exceptions contained in those agreements.

Except as disclosed in “Item 3. Legal Proceedings” in our Annual Report on Form 10-K for the year ended December 31, 2016, there is no pending litigation or proceeding naming any of our directors or officers to which indemnification is being sought, and we are not aware of any pending litigation that may result in claims for indemnification by any director or officer.

Policies and Procedures for Related Person Transactions

Our Board recognizes the fact that transactions with related persons present a heightened risk of conflicts of interests and/or improper valuation (or the perception thereof). Our Board adopted a written policy on transactions with related persons (the “Code”) that is in conformity with the requirements for issuers having publicly held common stock that is listed on the ~~NYSE.~~Nasdaq Global Select Market. Under this policy:

any related person transaction, and any material amendment or modification to a related person transaction, must be reviewed and approved or ratified by a committee of the Board composed solely of independent directors who are disinterested or by the disinterested members of the Board; and

any employment relationship or transaction involving an executive officer and any related compensation must be approved by the ~~compensation committee~~Compensation Committee of the Board or recommended by the ~~compensation committee~~Compensation Committee to the Board for its approval.

In connection with the review and approval or ratification of a related person transaction:

management must disclose to the committee or disinterested directors, as applicable, the name of the related person and the basis on which the person is a related person, the material terms of the related person transaction, including the approximate dollar value of the amount involved in the transaction, and all the material facts as to the related person’s direct or indirect interest in, or relationship to, the related person transaction;

management must advise the committee or disinterested directors, as applicable, as to whether the related person transaction complies with the terms of our agreements governing our material outstanding indebtedness that limit or restrict our ability to enter into a related person transaction;

management must advise the committee or disinterested directors, as applicable, as to whether the related person transaction will be required to be disclosed in our applicable filings under the Securities Act or the Exchange Act, and related rules, and, to the extent required to be disclosed, management must ensure that the related person transaction is disclosed in accordance with such Acts and related rules; and

management must advise the committee or disinterested directors, as applicable, as to whether the related person transaction constitutes a “personal loan” for purposes of Section 402 of the Sarbanes‑Oxley Act.

In addition, the related person transaction policy provides that the committee or disinterested directors, as applicable, in connection with any approval or ratification of a related person transaction involving a non‑employee director or director nominee, should consider whether such transaction would compromise the director or director nominee’s status as an “independent,” “outside,” or “non‑employee” director, as applicable, under the rules and regulations of the SEC, the ~~NYSE~~Nasdaq Global Select Market and the Code.

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DIRECTOR COMPENSATION

The following table sets forth a summary of the compensation we paid to each non-employee member of our Board for the year ended December 31, ~~2016.~~2020. Other than as set forth in the table and described more fully below, we did not pay any compensation to, make any equity awards or non-equity awards to, or pay any other compensation to any of the other non-employee member of our Board in ~~2016.~~2020. Dr. Harlan W. Waksal ~~is a member of our Board who~~ also serves as our President and Chief Executive Officer and therefore does not receive any additional compensation for his service as a director.



Name	Fees earned or paid in cash (1)		Option awards (2)		Total
Eugene Bauer, M.D.		91,667		250,000		341,667
D. Dixon Boardman (3)		67,500		212,000		279,500
David E. Cohen, M.D.		86,667		250,000		336,667
Arthur Kirsch		60,000		250,000		310,000
Tasos G. Konidaris		185,000		300,000		485,000
Nancy Miller-Rich		25,833		100,000		125,833
Cynthia Schwalm		77,500		250,000		327,500

Name

Fees earned or paid in cash (1)

Option awards (2)

Total
Bart M. Schwartz, Esq.

25,000

27,814

52,814
Eugene Bauer, M.D.

23,000

9,271

32,271
D. Dixon Boardman

31,000

27,814

58,814
Andrew B. Cohen(3)

26,000

9,271

35,271
Alexandria Forbes, Ph.D.

8,000

9,271

17,271
Treacy Gaffney(4)

2,000

—

2,000
Thomas E. Shenk, Ph.D.

20,000

9,271

29,271
Susan Wiviott, J.D.

25,000

9,271

34,271
Louis Shengda Zan

—

9,271

9,271

~~__________________~~_________________

(1)

The amounts reported in this column represent the aggregate dollar amount of all fees earned or paid in cash to each non-employee director in ~~2016~~2020 for their service as a director, including any annual retainer fees, committee and/or chair fees.

(2)

The amounts reported in this column represent the grant date fair value of stock option awards during 2020 calculated in accordance with the provisions of ASC Topic 718. The valuation assumptions used in determining such amounts are described in Note 1312, “Share-based Compensation,” of the notes to our audited consolidated financial statements ~~included~~appearing in ~~this~~our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2020.

(3)

On March 9, 2020, D. Dixon Boardman, notified us of his intent to not stand for re-election as a member of the Board. Mr. ~~Cohen resigned from our~~Boardman’s term as a member of the Board ~~effective January~~ended as of the close of business on May 13, ~~2017. Mr. Steven Meehan was appointed to replace Mr. Cohen on our Board effective January 17, 2017.~~

~~(4)~~

~~For Ms. Gaffney’s 2016 Board compensation, payment was issued to GoldenTree Asset Management LP. Ms. Gaffney resigned from our Board effective April 25, 2016.~~2020.

At December 31, ~~2016,~~2020, our non-employee directors as of such date held the following outstanding options (in the aggregate):



Name		Shares Subject to Outstanding Options
~~Bart M. Schwartz, Esq.~~		~~26,668~~
Eugene Bauer, M.D.	251,959
David E. Cohen, M.D.	~~16,925~~249,969
~~D. Dixon Boardman~~Arthur Kirsch	249,137
Tasos G. Konidaris	~~23,079~~302,040
~~Andrew B. Cohen~~Nancy Miller-Rich	36,364
Cynthia Schwalm	~~16,925~~
~~Alexandria Forbes, Ph.D.~~		~~23,079~~
~~Thomas E. Shenk, Ph.D.~~		~~12,308~~
~~Susan Wiviott, J.D.~~		~~16,925~~
~~Louis Shengda Zan~~		~~12,308~~249,969

The Compensation Committee reviews pay levels for non-employee directors each year with assistance from its compensation consultant, Veritas, which prepares a comprehensive assessment of our non-employee director compensation program. That assessment includes benchmarking of director compensation against the same peer group used for executive compensation purposes, an update on recent trends in director compensation, and a review of related corporate governance best practices. Following that review, the Board, consistent with the recommendation of the Compensation Committee, has determined the non-employee director compensation program for the ensuing calendar year.

Cash compensation: For services provided in 2021, each non-employee director will receive, paid on a quarterly basis for quarters served, an annual retainer of $50,000. The chair of the ~~year ended December 31, 2016, our non‑employee directors were compensated~~Board will be entitled to an additional retainer premium in the amount of $35,000, for ~~their services~~a total annual cash retainer of $85,000. The chair of the Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, Science and Technology Committee and Belumosudil Launch Oversight Committee will receive an additional annual retainer of $20,000, $15,000, $10,000, $15,000 and $15,000, respectively, paid on ~~our Board as follows:~~a quarterly basis for quarters served. Additionally, each member of the Audit Committee, Compensation Committee, Nominating and Governance Committee, Science and Technology Committee and Belumosudil Launch Oversight Committee will receive an additional annual retainer of $10,000, $10,000, $7,500, $10,000 and $10,000, respectively, paid on a quarterly basis for quarters served.

each non‑employee director received an option grant to purchase 3,077 shares of our common stock with an exercise price equal to the closing price of our common stock on the date of grant upon his or her initial election or appointment to our Board;

each non‑employee director received an annual, or pro rata portion thereof for each partial year of service, option grant to purchase 3,077 shares of common stock with an exercise price equal to the closing price of our common stock on the date of grant;

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~~each non‑employee director received compensation for each attended regularly scheduled board meeting of $2,000;~~

~~each non‑employee director received compensation for each attended special board meeting of $1,000;~~

~~each non‑employee director who served as a chairperson of our board or its audit committees received an additional annual option grant to purchase 6,154 shares of our common stock; and~~

~~each non‑employee director who served as member of a committee of our Board received additional compensation per attended meeting of $1,000.~~

~~Beginning January 1, 2017,~~In addition, the chair of the Board received an additional one-time annual retainer of $70,000, which was paid at the first meeting of the Board following the 2020 Annual Meeting. The Board approved this additional retainer for the chair in light of the significant amount of time and attention Mr. Konidaris paid on Company matters as interim chair and later as chair in 2019.

Annual award for continuing directors: Continuing directors elected at our ~~non‑employee~~annual stockholders’ meeting will receive an annual non-statutory stock option to purchase shares of our common stock with a grant date fair value of $250,000. The chair of the Board elected at our annual stockholders’ meeting will receive an additional annual non-statutory stock option to purchase shares of our common stock with a grant date fair value of $50,000, for a total grant date fair value of $300,000. The options are granted effective on the date of our annual stockholders’ meeting, and vest in full on the first anniversary of the grant date. All director options have a maximum term of ten years.

Initial award for new directors: Any person who joins the Board will immediately be granted a non-statutory stock option to purchase shares of our common stock with a grant date value of $100,000, which will vest in equal annual installments over three years of service following the date of grant.

For the avoidance of doubt, all Long-Term Equity Incentive Compensation has historically been subject to the terms and conditions of the 2016 Equity Plan, and the $300,000 fair value cap contained therein (which, specifically, will require that Annual Director Option Grants may be subject to adjustment in the event a Director has eligibility in a year whereby they received a New Director Sign-on Option Grant). If Proposal No. 3, described herein, is approved by stockholders and the $300,000 non-employee equity award limit is removed from the 2016 Equity Plan, we will be ~~compensated~~able to grant equity awards to our non-employee directors with a fair value greater than $300,000 for ~~their services on our Board as follows:~~

each non‑employee director will receive an annual, or pro rata portion thereof, option grant to purchase 25,000 shares of common stock with an exercise price equal to the closing price of our common stock on the date of grant;

each non‑employee director who serves as a chairperson of our board or its audit committee will receive an annual option grant to purchase 50,000 shares of our common stock with an exercise price equal to the closing price of our common stock on the date of grant;

~~each non‑employee director will receive $5,000 for each board meeting personally attended and $2,500 for each board meeting attended telephonically;~~

each non‑employee director who serves as a chairperson of our board will receive an additional $2,500 for each board meeting personally attended and $1,250 for each board meeting attended telephonically;

each non‑employee director who serves as member of a committee of our Board will receive $2,500 for each committee meeting personally attended and $1,250 for each committee meeting attended telephonically; and

each non‑employee director who serves as chairperson of a committee of our Board will receive an additional $1,000 for each committee meeting personally attended and $500 for each committee meeting attended telephonically.

~~Members of our Board will be compensated at half for their participation via teleconference in any of~~ the ~~aforementioned meetings.~~2021 fiscal year and thereafter.

The stock options granted to our non‑employee directors have, or will have, an exercise price equal to the fair market value of our common stock on the date of grant and will expire 10 years after the date of grant. ~~The annual stock options granted to our non‑employee directors will, subject to the director’s continued service on our board, vest one year from the grant date.~~ Stock options granted to our non‑employee directors will also vest in full upon the occurrence of a change in control of us.

Each member of our Board also will continue to be entitled to be reimbursed for reasonable travel and other expenses incurred in connection with attending meetings of the Board and any committee of the Board on which he or she serves.

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EXECUTIVE OFFICERS

The following table sets forth the name, age as of March ~~8, 2017~~15, 2021 and position of the individuals who currently serve as the ~~directors and~~ executive officers of Kadmon Holdings, Inc. The following also includes certain information regarding our ~~directors’ and~~ officers’ individual experience, qualifications, attributes and ~~skills and brief statements of those aspects of our directors’ backgrounds that led us to conclude that they are qualified to serve as directors.~~skills. Each executive officer shall serve until his or her successor is elected and qualified.



Name	Age	Position
Executive Officers
Harlan W. Waksal, M.D.	6367	President, Chief Executive Officer and Director
~~Konstantin Poukalov~~Steven Meehan	3356	Executive Vice President, Chief Financial Officer
~~Lawrence K. Cohen,~~John Ryan, M.D., Ph.D.	6377	Executive Vice President, ~~Business~~Executive Medical Director, Clinical and Regulatory Development
~~Steven N. Gordon,~~Gregory S. Moss, Esq.	4937	Executive Vice President, General Counsel and Corporate Secretary, Chief ~~Administrative,~~ Compliance ~~and Legal~~ Officer
~~John Ryan, Ph.D., M.D.~~	73	~~Executive Vice President, Chief Medical Officer~~
~~Directors~~
~~Bart M. Schwartz, Esq. (3)(4)~~	70	~~Chairman of the Board~~
~~Eugene Bauer, M.D. (1)(2)(4)~~	74	~~Director~~
~~D. Dixon Boardman (1)(2)(3)(4)~~	71	~~Director~~
~~Alexandria Forbes, Ph.D.~~	52	~~Director~~
~~Tasos G. Konidaris~~	50	~~Director~~
~~Steven Meehan (1)~~	52	~~Director~~
~~Thomas E. Shenk, Ph.D. (4)~~	70	~~Director~~
~~Susan Wiviott, J.D. (2)(3)(4)~~	59	~~Director~~
~~Louis Shengda Zan~~	53	~~Director~~

~~(1) Member of the audit committee~~

~~(2) Member of the compensation committee~~

~~(3) Member of the nominating and corporate governance committee~~

~~(4) Member of the regulatory and compliance committee~~

Executive Officers

Harlan W. Waksal, M.D. Dr. Waksal has been our President and Chief Executive Officer since August 2014 and was elected to our Board in 2013. ~~Prior~~See “Nominees for Election to ~~joining Kadmon as an employee,~~a Term Expiring upon Such Director’s Successor Being Elected and Qualified” for Dr. Waksal served as President and Sole Proprietor of Waksal Consulting LLC from 2003 to 2014. From 2011 to 2014, Dr. Waksal served as Executive Vice President, Business and Scientific Affairs at Acasti Pharma, Inc., a publicly traded biopharmaceutical company, and as a consultant to Neptune Technologies & Bioressources, Inc., a publicly traded life sciences company and the parent company of Acasti. Dr. Waksal co‑founded ImClone in 1987, a publicly traded biopharmaceutical company acquired by Eli Lilly and Company in 2008. Dr. Waksal served in senior roles at ImClone, including: President (1987 to 1994); Executive Vice President and Chief Operating Officer (1994 to 2002); and President, Chief Executive Officer and Chief Operating Officer (2002 to 2003). Dr. Waksal also served as a Director of ImClone from 1987 to 2005. Dr. Waksal served on the boards of Oberlin College and Sevion Therapeutics through March 2016 and the boards of Acasti and Neptune through February 2016 and July 2015, respectively. Dr. Waksal received his B.A. from Oberlin College and his M.D. from Tufts University School of Medicine. He completed his training in internal medicine at New England Medical Center and in pathology at Kings County Hospital Center in Brooklyn.Waksal’s biography.

~~Konstantin Poukalov.~~Steven Meehan. Mr. ~~Poukalov has been~~Meehan was appointed as our Executive Vice President, Chief Financial Officer ~~since 2014. From 2012~~(“CFO”) in February 2019. Prior to ~~2014,~~being named CFO, Mr. ~~Poukalov~~Meehan served as a director on our ~~Vice President, Strategic Operations. Prior to joining Kadmon,~~Board since 2017. Mr. ~~Poukalov~~Meehan has over 25 years of investment banking experience. Mr. Meehan was a Partner in the Healthcare Group of Moelis & Company from 2011 through 2016, leading the effort in Life Sciences and Advanced Diagnostics. Additionally, Mr. Meehan was previously the Head of Life Sciences within the Global Healthcare Group in the New York office of UBS Investment Bank (“UBS”). Mr. Meehan was also part of the team that formed the Healthcare Group at UBS in 1999. During Mr. Meehan’s tenure at UBS, he was Chief Executive Officer of UBS Russia and CIS across all businesses including securities, banking and wealth management. Mr. Meehan was also a member of the ~~healthcare~~UBS Group EMEA Management Committee. During his investment banking ~~group at Jefferies LLC from 2009 to 2012, focusing on companies across the life‑sciences and biotechnology sectors. Prior to Jefferies,~~career, Mr. Poukalov was a member of UBS Investment Bank, focusing on the healthcare industry, from 2006 to 2009. Mr. Poukalov serves on the advisory board of Pencils of Promise, a non-profit organization that aims to increase access to quality education in the developing world. Mr. Poukalov received his B.E. from Stony Brook University.

~~Lawrence K. Cohen, Ph.D.~~ ~~Dr. Cohen has been our Executive Vice President, Business Development since 2014. From 2011 to 2014, Dr. Cohen served as our Senior Vice President, Business Development. Prior to joining Kadmon,~~

~~Dr. Cohen served as President and Chief Executive Officer of VIA Pharmaceuticals, Inc., a publicly traded biotechnology company, from 2004 to 2011. Prior to joining VIA, Dr. Cohen served in~~Meehan also held senior roles ~~including President~~in M&A, leveraged finance and ~~Chief Executive Officer,~~capital markets at ~~Zyomyx, Inc.,~~Salomon Smith Barney, NatWest Securities and Drexel Burnham Lambert. Mr. Meehan holds a privately held diagnostics company, from 2001 to 2004. Prior to Zyomyx, Dr. Cohen served as Chief Operating Officer of Progenitor, Inc. from 1997 to 1998. Dr. Cohen also served as Vice President of Research and Development at Somatix Therapy Corporation, a publicly traded gene therapy company, from 1988 to 1997. Dr. Cohen received his B.A. from Grinnell College and his Ph.D.B.S. in Business Administration/Finance from the University of ~~Illinois. He completed his postdoctoral work in molecular biology~~Massachusetts at ~~the Dana‑Farber Cancer Institute and the Department of Biochemistry at Harvard Medical School.~~

~~Steven N. Gordon, Esq.~~ Mr. Gordon, a co‑founder of our company, has been our Executive Vice President, General Counsel, Chief Administrative, Compliance and Legal Officer since 2009. Prior to joining Kadmon, Mr. Gordon worked as a prosecutor for the City of New York from 1992 to 1996. From 1997 to 2008, Mr. Gordon practiced law at several law firms and was the principal of his own law firm. Mr. Gordon received his B.A. from Bar Ilan University and his J.D. from Touro College Jacob D. Fuchsberg Law Center.Lowell.

John Ryan, Ph.D., M.D.Dr. Ryan has been our Executive Vice President, since 2011, and in March 2021, transitioned from the role of Chief Medical Officer ~~since 2011.~~to Executive Medical Director, Clinical and Regulatory Development. Prior to joining Kadmon, Dr. Ryan served as Senior Vice President and Chief Medical Officer of Cerulean Pharma, Inc., a publicly traded pharmaceutical company, from 2009 to 2011. Prior to joining Cerulean, Dr. Ryan was Chief Medical Officer at Aveo Pharmaceuticals, Inc., a publicly traded company, from 2006 to 2009. Prior to joining Aveo, Dr. Ryan served as Senior Vice President of Translational Research at Wyeth, a publicly traded specialty‑pharmaceutical company (formerly Genetics Institute), where he served as head of the Department of Experimental Medicine, from 1995 to 2006. Dr. Ryan also served as an Executive Director of Clinical Research at Merck Research Laboratories from 1989 to 1995 and he previously served on the scientific advisory boards of ArQule, Inc. and Expression Analysis, Inc. Dr. Ryan received his B.S. and his Ph.D. from Yale University. Dr. Ryan received his M.D. from the University of California, San Diego.

Gregory S. Moss, Esq. Mr. Moss was appointed Executive Vice President, General Counsel and Corporate Secretary of Kadmon in 2019. Mr. Moss also serves as Kadmon’s Chief Compliance Officer. Mr. Moss joined Kadmon in 2012 and from 2015 until August 2019, served as our Senior Vice President, Deputy General Counsel. Prior to joining the Company, Mr. Moss worked as a solicitor in the Corporate Risk practice group of one of Australia’s leading law firms and at a boutique legal practice and hedge fund in New York City. Mr. Moss holds a Bachelor of Arts and Bachelor of Laws (BA/LLB) from Macquarie University, Sydney, Australia.

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EXECUTIVE COMPENSATION

The following section provides compensation information pursuant to the scaled disclosure rules applicable to “emerging growth companies” under the rules of the SEC.

COVID-19

2020 was a challenging year because of the global COVID-19 pandemic and its impact on the global economy, and we were not immune. For example, our clinical trials were impacted, and we may experience delays in anticipated timelines and milestones. Due to interruptions at clinical sites, enrollment has been delayed in our ongoing Phase 2 clinical trial of belumosudil in systemic sclerosis (KD025-209) and the initiation of our ongoing Phase 1 clinical trial of KD033 in patients with metastatic or locally advanced solid tumors was also delayed. Notwithstanding the foregoing, there has not been a material impact as a result of COVID-19 on our results of operations. Accordingly, our Compensation Committee determined that discretionary annual merit-based awards to our named executive officers in 2020 should be consistent with discretionary annual merit-based awards in prior years and were also in line with our peers to maintain a competitive compensation package for our named executive officers.

Named Executive Officers

This section discusses the material components of the executive compensation program for our named executive officers who are named in the ~~“2016 Summary~~“Summary Compensation Table” below. Our named executive officers for the year ended December 31, ~~2016,~~2020, which consisted of our principal executive officer and two other most ~~highly‑~~highly compensated executives, are:

Harlan W. Waksal, M.D.;

~~Konstantin Poukalov;~~Steven Meehan; and

~~Steven N. Gordon,~~Gregory S. Moss, Esq.

This discussion may contain forward‑looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we adopt may differ materially from the currently planned programs summarized in this discussion. ~~See “Forward‑Looking Statements.”~~

~~2016~~ Summary Compensation Table

The following table sets forth certain information with respect to the compensation paid to the named executive officers for the years ended December 31, ~~2016~~2020 and ~~2015.~~2019.

Name and Principal Position

Year

Salary
($)

Bonus
($)(1)

Option
Awards
($)(2)

All Other
Compensation
($)(3)

Total ($)
Harlan W. Waksal, M.D.,

2016

500,000

500,000

12,399,395

22,723

13,422,118
President and Chief Executive Officer

2015

500,000

500,000

15,236,944

26,455

16,263,399
Konstantin Poukalov,

2016

400,000

200,000

1,084,536

22,819

1,707,355
Executive Vice President,
Chief Financial Officer

2015

315,385

200,000

1,351,005

22,828

1,889,218
Steven N. Gordon, Esq.,

2016

400,000

200,000

774,669

32,699

1,407,368
Executive Vice President,
General Counsel, Chief Administrative,
Compliance and Legal Officer

2015

350,000

150,000

337,751

499,274

1,337,025


Name and Principal Position	Year	Salary ($)	Bonus ($)(1)	Option Awards ($)(2)	All Other Compensation ($)(3)	Total ($)
Harlan W. Waksal, M.D.,	2020	600,000	594,000	—	21,451	1,215,451
President and Chief Executive Officer	2019	500,000	500,000	3,727,482	15,285	4,742,767
Steven Meehan,	2020	500,000	330,000	1,432,500	—	2,262,500
Executive Vice President, Chief Financial Officer	2019	434,615	260,000	593,629	—	1,288,244
Gregory S. Moss, Esq.,	2020	450,000	259,875	1,031,400	—	1,741,275
Executive Vice President, General Counsel and Corporate Secretary, Chief Compliance Officer	2019	415,385	205,000	426,188	—	1,046,573

~~______________________~~

(1)

Bonus includes ~~contractual guaranteed bonus, as well as~~ discretionary annual merit-based awards determined by the ~~compensation committee~~Compensation Committee of the Board based on the executive’s performance during the year.

(2)

This column reflects the aggregate fair value of share‑based compensation awarded during the year computed in accordance with the provisions of ASC Topic 718. ~~See~~The valuation assumptions used in determining such amounts are described in Note ~~13,~~12, “Share-based Compensation,” of the notes to our audited consolidated financial statements appearing in ~~this~~our Annual Report on Form 10-K ~~regarding assumptions underlying~~for the ~~valuation of equity awards.~~year ended December 31, 2020

(3)

~~Includes premiums we paid with~~With respect to ~~each~~Dr. Harlan W. Waksal, this includes reimbursements for certain travel expenses reimbursable under the terms of ~~our named executive officers for health benefits and for life and disability insurance.~~his employment agreement.

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Narrative Disclosure to ~~2016~~ Summary Compensation Table

Employment Agreements

We have entered into employment agreements with Dr. Harlan W. Waksal, under which he serves as our President and Chief Executive Officer, Mr. ~~Poukalov,~~Meehan, under which he serves as our Executive Vice President, Chief Financial Officer, and Mr. ~~Gordon~~Moss under which he serves as our Executive Vice President, General Counsel and Corporate Secretary, Chief ~~Administrative,~~ Compliance ~~and Legal~~ Officer. Under these agreements, Dr. Harlan W. Waksal and Messrs. ~~Poukalov~~Meehan and ~~Gordon~~Moss are each eligible to receive certain severance benefits in specified circumstances.

Pursuant to Dr. Harlan W. Waksal’s employment agreement, he iswas entitled to a base salary of ~~$500,000~~$600,000 and ~~is guaranteed~~was eligible for a year-end bonus with a target of 60% of his annual base salary, with such amount determined by the Compensation Committee of our Board, in its discretion. On January 8, 2021, we entered into an amendment to the employment agreement, effective January 1, 2021, with Dr. Harlan W. Waksal. Under the terms of the amendment, Dr. Harlan W. Waksal will receive an annual base salary of $650,000. Dr. Harlan W. Waksal will also be eligible for a year-end target bonus of ~~$500,000, plus an additional merit‑based bonus~~70% of his annual base salary, with such amount ~~as shall~~to be determined by the Compensation Committee of our Board, in its discretion.

Pursuant to ~~the terms of their respective~~Mr. Steven Meehan’s employment

~~agreements, Messrs. Poukalov and Gordon are each~~ agreement, he was entitled to a base salary of ~~$400,000~~$500,000 and ~~are guaranteed~~was eligible for a year-end bonus with a target of 40% of his annual base salary, with such amount determined by the Compensation Committee of our Board, in its discretion. On January 8, 2021, we entered into an amendment to the employment agreement, effective January 1, 2021, with Mr. Meehan. Under the terms of the amendment, Mr. Meehan will receive an annual base salary of $520,000. Mr. Meehan will also be eligible for a year-end target bonus of ~~$200,000, plus an additional merit‑based bonus~~45% of his annual base salary, with such amount ~~as shall~~to be determined by the Compensation Committee of our Board, in its discretion.

Pursuant to Mr. Gregory S. Moss’ employment agreement, he was entitled to a base salary of $450,000 and was eligible for a year-end bonus with a target of 35% of his annual base salary, with such amount determined by the Compensation Committee of our Board, in its discretion. On January 8, 2021, we entered into an amendment to the employment agreement, effective January 1, 2021, with Mr. Moss. Under the terms of the amendment, Mr. Moss will receive an annual base salary of $468,000. Mr. Moss will also be eligible for a year-end target bonus of 40% of his annual base salary, with such amount to be determined by the Compensation Committee of our Board, in its discretion.

We expect that the base salaries for our named executive officers will be reviewed periodically by the Board and/or the Compensation Committee, and we expect any adjustments to be made generally in accordance with the applicable employment agreements, as well as with consideration to financial and other business factors affecting our company, and to maintain a competitive compensation package for our named executive officers.

Potential Payments upon Termination or Change in Control

If Dr. Waksal is terminated without Cause or resigns with Good Reason (as those terms are defined within his employment agreement), conditioned on Dr. Waksal’s execution and non-revocation of a release of claims, Dr. Waksal will be entitled to severance payments in an aggregate amount equal to his base salary plus the greater of his target bonus or his previous year’s discretionary bonus, to be paid in equal installments over a one-year period and ending when Dr. Waksal becomes employed by another entity or individual.

In the event that we terminate ~~Dr. Harlan W. Waksal~~Messrs. Meehan or ~~Messrs. Poukalov or Gordon~~Moss without ~~cause~~Cause or if any of the aforementioned resign for ~~good reason,~~Good Reason (as those terms are defined within the respective employment agreements), they will be entitled to receive, upon execution and effectiveness of a release of claims, (i) continued payment of their then‑current base salary and guaranteed annual bonus for a period of 12 months following termination (or, if sooner, until the executive becomes employed by another entity or individual (and not self‑employed)) and (ii) a direct payment by us of the medical, vision and dental coverage premiums due to maintain any COBRA coverage for which he is eligible and has appropriately elected through the earlier of (A) 12 months following termination and (B) the date they become employed by another entity or individual (and not self‑employed).

In the event that we terminate Dr. Harlan W. Waksal or Messrs. ~~Poukalov~~Meehan or ~~Gordon~~Moss with ~~cause~~Cause or they resign without ~~good reason,~~Good Reason, then they will not be entitled to receive severance benefits.

We expect that base salaries for the named executive officers will be reviewed periodically by the Board and/or the compensation committee, with adjustments expected to be made generally in accordance with the applicable employment agreements, as well as financial and other business factors affecting our company, and to maintain a competitive compensation package for our executive officers.

~~2016~~2020 Annual Performance‑Based Compensation and Bonuses

In ~~2016,~~2020, Dr. Harlan W. Waksal and Messrs. ~~Poukalov~~Meehan and ~~Gordon~~Moss earned ~~a guaranteed bonus~~discretionary, performance based bonuses of ~~$500,000, $200,000~~$594,000, $330,000 and ~~$200,000,~~$259,875, respectively. These bonuses were paid in the first quarter of 2021.

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Long-Term Incentive Awards

In 2014 and 2015, Dr. Harlan W. Waksal ~~Messrs. Poukalov~~ and ~~Gordon~~Mr. Moss received, in aggregate, 750 ~~1,000~~ and ~~1,300 EARs,~~200 Equity Appreciation Rights Units (“EAR units”), respectively, under our 2014 Long‑Term Incentive Plan with a base price of $6.00 per unit, expiring 10 years from the grant date (“Award”). Each Award entitles the holder to receive a payment having an aggregate value equal to the product of (i) the excess of (A) the highest fair market value during the period beginning on the applicable vesting date and ending on the date of settlement of one EAR unit over (B) the base price, and (ii) the number of EAR units granted. The number of EAR units granted to each recipient was adjusted in connection with ~~the IPO~~our initial public offering to stock appreciation rights which equal a certain percentage of our common equity securities determined on a fully diluted basis, assuming exercise of all derivative securities including any convertible debt instruments. Based on the ~~IPO~~initial public offering price of $12.00 per share, the number of shares underlying the awards to Dr. Waksal and ~~Messrs. Poukalov and Gordon~~Mr. Moss are 267,543 ~~356,724~~ and ~~463,741~~71,345 shares, respectively, and such awards may be settled in stock or cash.

The ~~liability~~EAR units vested in 2016 and ~~associated compensation expense for these~~are payable upon the fair market value of the Company’s common stock exceeding 333% of the $6.00 grant price, or $20.00, per share prior to December 7, 2024. The EAR ~~unit awards was recognized~~units are also payable upon ~~consummation~~a change in control where the acquisition price of ~~our IPO in July 2016. Total compensation expense recorded~~the Company’s common stock exceeds $6.00 per share. The payment amount with respect to the holder’s EAR units will be determined using the fair market value of the common stock on the trading date immediately preceding the settlement date. Each payment under the ~~2014~~Award will be made in a lump sum and is considered a separate payment. The holders of the LTIP ~~during 2016 for Dr. Harlan W. Waksal~~have no right to demand a particular form of payment, and ~~Messrs. Poukalov and Gordon was $1.7 million, 2.3 million and $3.0 million, respectively.~~the Company reserves the right to make payment in the form of cash or common stock.

~~2016~~Stock Option Awards

~~On July 13,~~In January 2020, Messrs. Meehan and Moss were granted 500,000 and 360,000 stock options, respectively, under our 2016 ~~the compensation committee~~Equity Plan with a strike price of ~~our Board approved an option award for Dr. Harlan W. Waksal increasing the number of options (giving effect to the~~Corporate Conversion) subject to his original option grant. The number of shares subject to this option award shall equal the difference between the 769,231 options originally granted to Dr. Harlan W. Waksal and 5% of our outstanding common equity determined$4.34, which vest in three ratable installments on ~~a fully diluted basis on the IPO date, which amounted to 1,630,536 options. The effective date~~each anniversary of the ~~new option award was the IPO~~grant date of July 26, 2016. The exercise price per share of common stock subject to the new incremental options awarded was equal to the IPO price per share of common stock at the IPO date of $12.00. The option award is subject to the same vesting schedule applicable to the original option grant such that all options awarded will vest on August 4, 2017. In consideration for the new option award, Dr. Harlan W. Waksal has committed to perform an additional year of service in connection with receipt of the additional option shares. In the event Dr. Harlan W. Waksal voluntarily terminates his employment prior to completion of this additional year of service, Dr. Harlan W. Waksal shall forfeit 25% of the additional options, or 25% of the aggregate additional option gain associated with the additional option shares in the event the options are exercised, as applicable.through January 27, 2023.

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Outstanding Equity Awards at December 31, ~~2016~~2020

Although we do not have a formal policy with respect to the grant of equity incentive awards to our named executive officers, or any formal equity ownership guidelines applicable to them, we believe that equity grants provide our executives with a strong link to our long‑term performance, create an ownership culture and help to align the interests of our executives and our stockholders. In addition, we believe that equity grants with a time‑based vesting feature promote executive

retention because this feature incentivizes our executives to remain in our employment during the vesting period. Accordingly, our Board will periodically review the equity incentive compensation of our named executive officers and, from time to time, may grant equity incentive awards to them in the form of stock options or other equity awards.

~~The following table sets forth information concerning outstanding equity awards at December 31, 2016 for each of our named executive officers.~~



	Option Awards						Stock Awards(1)		Option/SAR Awards						Stock Awards(1)
	Number of Securities Underlying Unexercised Options Exercisable	Number of Securities Underlying Unexercised Options Unexercisable		Option Exercise Price		Option Expiration Date	Number of shares or units of stock that have not vested	Market value of shares or units of stock that have not vested	Number of Securities Underlying Unexercised Options/SARs Exercisable	Number of Securities Underlying Unexercised Options/SARs Unexercisable		Option/SAR Exercise Price		Option/SAR Expiration Date	Number of shares or units of stock that have not vested	Market value of shares or units of stock that have not vested
Name	(#)	(#)		($/share)			(#)	($)	(#)	(#)		($/share)			(#)	($)
Harlan W. Waksal, M.D.	385	—		$	12.00	12/19/2023	—	—	385	—		$	12.00	12/19/2023	—	—
	512,847	256,384	(2)		12.00	12/31/2024	—	—	769,231	—			12.00	12/31/2024	—	—
	1,087,024	543,512	(3)		12.00	12/31/2024	—	—	1,630,536	—			12.00	12/31/2024	—	—
	—	267,543	(4)		6.00	12/31/2024	—	—	—	267,543	(2)		6.00	12/31/2024	—	—
Konstantin Poukalov	9,232	—			12.00	12/19/2023	—	—
	—	356,724	(4)		6.00	12/31/2024	—	—	655,000	—			3.64	12/8/2027	—	—
	20,518	41,021	(5)		12.00	12/31/2025	—	—	655,002	327,498	(3)		4.06	4/3/2028	—	—
	—	350,000	(6)		4.66	12/15/2026	—	—	450,000	900,000	(4)		4.15	11/19/2029	—	—
Steven N. Gordon, Esq.	12,308	—			12.00	6/25/2022	—	—
Steven Meehan									25,000	—			4.12	6/29/2027	—	—
									25,000	—			3.35	7/27/2028	—	—
									133,334	266,666	(5)		2.17	2/8/2029	—	—
									—	500,000	(6)		4.34	1/27/2030
Gregory S. Moss, Esq.									1,334	—			12.00	6/25/2022	—	—
	12,308	—			12.00	12/19/2023	—	—	2,000	—			12.00	12/19/2023	—	—
	—	463,741	(4)		6.00	12/31/2024	—	—	1,847	—			12.00	12/31/2024
	5,130	10,255	(5)		12.00	12/31/2025	—	—	—	71,345	(2)		6.00	12/31/2024	—	—
	—	250,000	(6)		4.66	12/15/2026	—	—	15,385	—			12.00	12/31/2025	—	—
									75,000	—			4.66	12/15/2026	—	—
									150,000	—			3.64	12/8/2027	—	—
									75,000	—			2.47	12/14/2028	—	—
									100,000	200,000	(7)		2.14	8/30/2029	—	—
									—	360,000	(6)		4.34	1/27/2030	—	—

In this section we describe our ~~2011 Equity Incentive Plan, as amended to date, or the 2011 Equity Plan, our~~ 2014 Long‑Term Incentive Plan, as amended to date ~~or the 2014 LTIP,~~(the “2014 LTIP”), our Amended and Restated 2016 Equity Incentive Plan ~~or the 2016 Plan,~~(the “2016 Equity Plan”), and our Amended and Restated 2016 Employee Stock Purchase ~~Plan. Prior~~Plan (the “2016 ESPP”).

Our 2016 Equity Plan was approved by our Board and holders of our membership units in July 2016 and was subsequently amended and restated on December 5, 2017. It is intended to make available incentives that will assist us to attract, retain and motivate employees, including officers, consultants and directors. We may provide these incentives through the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and units and other cash-based or stock-based awards.

A total of 6,720,000 shares of our ~~IPO, we granted awards to eligible participants~~common stock were initially authorized and reserved for issuance under the ~~2011~~2016 Equity Plan. At the direction of the Compensation Committee of the Board, this reserve increased to 8,523,147 on January 1, 2017, increased to 11,668,905 on January 1, 2018, increased to 16,194,138 on January 1, 2019, increased to 21,785,738 on January 1, 2020, increased to 28,646,939 on January 1, 2021, and will increase each subsequent anniversary through January 1, 2025, by an amount equal to the smaller of (a) 4% of the number of shares of common stock issued and outstanding on the immediately preceding December 31, or (b) an amount determined by the Board.

Appropriate adjustments will be made in the number of authorized shares and other numerical limits in the 2016 Equity Plan and ~~2014 LTIP. Following~~in outstanding awards to prevent dilution or enlargement of participants’ rights in the ~~closing~~event of a stock split or other change in our capital structure. Shares subject to awards which expire or are cancelled or forfeited will again become available for issuance under the 2016 Equity Plan. The shares available will not be reduced by awards settled in cash or by shares withheld to satisfy tax withholding obligations. Only the net number of shares issued upon the exercise of stock appreciation rights or options exercised by means of a net exercise or by tender of previously owned shares will be deducted from the shares available under the 2016 Equity Plan.

The 2016 Equity Plan is generally administered by the Compensation Committee of our ~~IPO, we will~~Board. Subject to the provisions of the 2016 Equity Plan, the Compensation Committee determines in its discretion the persons to whom and the times at which awards are granted, the sizes of such awards and all of their terms and conditions. However, the Compensation Committee may delegate to one or more of our officers the authority to grant awards to ~~eligible participants under~~persons who are not officers or directors, subject to certain limitations contained in the 2016 ~~Plan.~~

The 2011 Equity Incentive Plan was adopted in July 2011. Under this plan, the Board could grant unit‑based awards to employees, officers, directors, managers, consultants and advisors. Such unit‑based awards included awards entitling recipients to acquire Class A Membership Units, subject to a vesting schedule determined by the Board and subject to the

right of our company to repurchase all or a portion of such units at their issue price or other stated or formula price, and options to purchase membership units. The plan was amended on December 19, 2013 to authorize the grant of an amount of Class A membership units equal to 7.5% of the outstanding Class A membership units calculated on a fully diluted basis. The Board had the authority, in its discretion, to determine the terms and conditions of any option grant, including the vesting schedule. The type of award granted under the 2011 Equity Plan and award guidelines established by the ~~terms of such award were set forth in~~committee. The Compensation Committee has the ~~applicable award agreement.~~

~~Pursuant~~authority to construe and interpret the terms of the ~~2011~~2016 Equity Plan ~~our Board (or a committee delegated by our Board) administered the plan~~ and awards granted under it. The 2016 Equity Plan provides, subject to certain limitations, for indemnification by us of any ~~limitations~~director, officer or employee against all reasonable expenses, including attorneys’ fees, incurred in connection with any legal action arising from such person’s action or failure to act in administering the ~~plan, selected~~2016 Equity Plan.

Awards may be granted under the ~~recipients~~2016 Equity Plan to our employees, including officers, directors or consultants or those of any present or future parent or subsidiary corporation or other affiliated entity. All awards will be evidenced by a written agreement between us and ~~determined:~~the holder of the award and may include any of the following:

~~Effect~~Under the 2016 Equity Plan, if a change in control occurs and (i) an award is not appropriately assumed or continued nor an equivalent award substituted (including if the award is substituted for shares of common stock of the acquiror that are not publicly traded on a national securities exchange) by the acquiror or (ii) at the time of or within 24 months following a change in control, the participant incurs a termination without cause or, if provided in the participant’s employment agreement or award agreement, for good reason, each award will immediately vest and become exercisable. The Compensation Committee may provide, and has in certain ~~changes in capitalization.~~

~~Upon~~circumstances, for the ~~occurrence~~acceleration of vesting of any or all outstanding awards upon such terms and to such extent as it determines, except that the vesting of all awards held by members of the Board who are not employees will automatically be accelerated in full. The 2016 Equity Plan also authorizes the Compensation Committee, in its discretion and without the consent of any participant, to cancel each or any outstanding award denominated in shares upon a change in control in exchange for a payment to the participant with respect to each share subject to the cancelled award of an amount equal to the excess of the consideration to be paid per share of common stock ~~split, reverse stock split, stock dividend, recapitalization, combination~~in the change in control transaction over the exercise price per share, if any, under the award.

The 2016 Equity Plan will continue in effect until it is terminated by the administrator, provided, however, that all awards will be granted, if at all, within 10 years of its effective date. The administrator may amend, suspend or terminate the 2016 Equity Plan at any time, provided that without stockholder approval, the plan cannot be amended to increase the number of shares ~~reclassification~~authorized, change the class of persons eligible to receive incentive stock options, or effect any other change that would require stockholder approval under any applicable law or listing rule.

Our Board has adopted and our stockholders have approved our 2016 ESPP, which was subsequently amended and restated on March 16, 2018.

A total of 1,125,000 shares of our common stock were initially available for sale under our 2016 ESPP and at the direction of the Compensation Committee of the Board increased to 1,801,180 on January 1, 2017, and increased to 2,551,180 on January 1, 2018. The Board elected not to increase the shares reserved for issuance under the 2016 ESPP on January 1, 2019, on January 1, 2020 and on January 1, 2021. Our 2016 ESPP provides for annual increases in the number of shares ~~spin‑off or other similar change in capitalization or event, or any dividend or distribution~~available for issuance under the 2016 ESPP each subsequent anniversary through 2025, equal to ~~holders of our units other than an ordinary cash dividend, our Board could equitably adjust:~~the smallest of:

Appropriate adjustments will be made in the number of authorized shares and in outstanding purchase rights to prevent dilution or enlargement of participants’ rights in the event of a stock split or other change in our capital structure. Shares subject to purchase rights which expire or are cancelled will again become available for issuance under the 2016 ESPP.

The Compensation Committee of our Board administers the 2016 ESPP and has full authority to interpret the terms of the 2016 ESPP. The 2016 ESPP provides, subject to certain limitations, for indemnification by us of any director, officer or employee against all reasonable expenses, including attorneys’ fees, incurred in connection with any legal action arising from such person’s action or failure to act in administering the 2016 ESPP.

All of our employees, including our named executive officers, and employees of any of our subsidiaries designated by the Compensation Committee are eligible to participate if they are customarily employed by us or any participating subsidiary for at least 20 hours per week and more than five months in any calendar year, subject to any local law requirements applicable to participants in jurisdictions outside the United States. However, an employee may not be granted rights to purchase stock under our 2016 ESPP if such employee:

~~Effect~~Our 2016 ESPP is intended to qualify under Section 423 of the Code but also permits us to include our non-U.S. employees in offerings not intended to qualify under Section 423 of the Code. The 2016 ESPP will typically be implemented through consecutive six-month offering periods. The offering periods generally start on the first trading day of April and October of each year. The administrator may, in its discretion, modify the terms of future offering periods, including establishing offering periods of up to 27 months and providing for multiple purchase dates. The administrator may vary certain ~~corporate transactions~~terms and conditions of separate offerings for employees of our non-U.S. subsidiaries where required by local law or desirable to obtain intended tax or accounting treatment.

~~Upon~~Our 2016 ESPP permits participants to purchase common stock through payroll deductions of up to 10.0% of their eligible compensation, which includes a ~~merger~~participant’s regular and recurring straight time gross earnings and payments for overtime and shift premiums, but exclusive of payments for incentive compensation, bonuses and other similar compensation.

Amounts deducted and accumulated from participant compensation, or ~~other reorganization event (as defined~~otherwise funded in any participating non-U.S. jurisdiction in which payroll deductions are not permitted, are used to purchase shares of our common stock at the end of each offering period. The purchase price of the shares will be 85.0% of the lower of the fair market value of our common stock on the first trading day of the offering period or on the last day of the offering period. Participants may end their participation at any time during an offering period and will be paid their accrued payroll deductions that have not yet been used to purchase shares of common stock. Participation ends automatically upon termination of employment with us.

Each participant in any offering will have an option to purchase for each full month contained in the ~~2011 Equity Plan),~~offering period a number of shares determined by dividing $2,083.33 by the fair market value of a share of our ~~Board could take any one or more~~common stock on the first day of the ~~following actions (or a combination~~offering period and except as limited in order to comply with Section 423 of ~~such actions) pursuant~~the Code. Prior to the ~~2011 Equity Plan as~~beginning of any offering period, the administrator may alter the maximum number of shares that may be purchased by any participant during the offering period or specify a maximum aggregate number of shares that may be purchased by all participants in the offering period. If insufficient shares remain available under the plan to ~~some or~~permit all ~~outstanding awards~~participants to purchase the number of shares to which they would otherwise be entitled, the administrator will make a pro rata allocation of the available shares. Any amounts withheld from participants’ compensation in excess of the amounts used to purchase shares will be refunded, without interest. A participant may not transfer rights granted under the 2016 ESPP other than ~~restricted unit awards:~~by will, the laws of descent and distribution or as otherwise provided under the 2016 ESPP.

~~Our Board did not need to take the same action with respect to all awards and could take different actions with respect to portions of the same award.~~

In the case of certain restricted units, no assumption or substitution was permitted, and the restricted units would instead be settled in accordance with the terms of the applicable restricted unit agreement.

Upon the occurrence of a reorganization event other than a liquidation or dissolution, the repurchase and other rights with respect to outstanding awards of restricted units would continue for the benefit of the successor company and would, unless the Board may otherwise determine, apply to the cash, securities or other property into which our units are converted or exchanged pursuant to the reorganization event. Upon the occurrence of a reorganization event involving a liquidation or dissolution, all restrictions and conditions on each outstanding restricted unit award would automatically be deemed terminated or satisfied, unless otherwise provided in the agreement evidencing the restricted unit award.

At any time, our Board could, in its sole discretion, provide that any award under the 2011 Equity Plan would become immediately exercisable in full or in part, free of some or all restrictions or conditions, or otherwise realizable in full or in part.

On July 13, 2016, the compensation committee of our Board approved the amendment of all outstanding option awards, effective upon the date of our IPO, to adjust the exercise price (on a post‑Corporate Conversion, post‑split basis) to the IPO price per share in our IPO. Upon the effectiveness of the registration statement for our IPO, the 2011 Equity Plan was merged with and into the 2016 Equity2014 Long Term Incentive Plan outstanding awards converted into awards with respect to our common stock and any new awards will be issued under the terms of the 2016 Equity Incentive Plan. Therefore, no future awards may be granted under the 2011 Equity Plan.

The 2014 LTIP was adopted in May 2014 and last amended in ~~December 2014, July 2015 and~~ February 2016. Under the 2014 LTIP, the Board ~~may~~was authorized to grant up to 10% of the equity value of our company (determined on a fully diluted basis assuming the exercise of all derivative ~~securities)~~securities at IPO) including the following types of awards:

The ~~Board has the authority, at its discretion, to determine the terms and conditions of any 2014 LTIP grant, including the vesting schedule.~~

~~Generally, under the 2014 LTIP, the~~ EAR units ~~vest on~~vested in 2016 and are payable upon the ~~effective date~~fair market value of ~~an IPO~~the Company’s common stock exceeding 333% of the $6.00 grant price, or $20.00, per share prior to December 7, 2024. The EAR units are also payable upon a change in control where the ~~consummation date~~acquisition price of ~~a Change in Control (as defined under~~ the ~~2014 LTIP) unless otherwise set forth in the grant agreement pertaining to a particular award.~~Company’s common stock exceeds $6.00 per share. The payment amount with respect to the holder’s EAR units will be determined using the fair market value of the common stock on the trading ~~day~~date immediately preceding the settlement date. Each payment under anthe Award will be made in a lump sum and is considered a separate payment. The holders of the LTIP have no right to demand a particular form of payment, and the Company reserves the right to make payment in the form of cash or common stock. We reserve the right to make payment in the form of common stock ~~following the consummation of an IPO or in connection with a change in control,~~ subject to the terms of the 2014 LTIP. The LTIP Awards provide that in the event that the Compensation Committee elects to settle the outstanding LTIP awards using our common stock, ~~following an IPO,~~ the maximum number of shares of common stock (maximum share allocation) that would be issued in full settlement of any outstanding award is determined by dividing the aggregate cash value of the LTIP award (determined by multiplying the number of EAR units subject to the LTIP award by the

difference between an assumed performance vesting price of $20.00 per share and the base price per EAR unit ($6.00) by the assumed performance vesting price per share ($20.00). The actual value of the LTIP award will be determined using the fair market value of the common stock on the trading date immediately preceding the settlement date, subject to the maximum share allocation. The holder has no right to demand a particular form of payment.

A total of 9,750 units were granted under the 2014 LTIP ~~at December 31, 2016.~~prior to the IPO. Upon the effectiveness of ~~the~~our initial public offering registration statement for, ~~our IPO,~~ the 2014 LTIP was frozen, outstanding awards were converted to stock appreciation rights which may be settled in cash or common stock at the election of the ~~compensation committee~~Compensation Committee and, any new awards will be issued under the 2016 Equity Incentive Plan.

~~Our 2016 Equity Incentive Plan, or the 2016 Equity Plan, was approved by our Board and holders of our membership~~ The Company granted 9,750 EAR units in ~~July 2016. It is intended to make available incentives that will assist us to attract, retain~~2014 and motivate employees, including officers, consultants and directors. We may provide these incentives through the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and units and other cash‑based or stock‑based awards.2015. No additional LTIP awards have been issued since 2015.

A total of 6,720,000 shares of our common stock will be initially authorized and reserved for issuance under the 2016 Equity Plan. This reserve will automatically increase on January 1, 2017 and each subsequent anniversary through January 1, 2025, by an amount equal to the smaller of (a) 4% of the number of shares of common stock issued and outstanding on the immediately preceding December 31, or (b) an amount determined by the board. This reserve will be increased to include any shares issuable upon exercise of options granted under the 2011 Equity Incentive401(k) Retirement Plan ~~that expire or terminate without having been exercised in full.~~

Appropriate adjustments will be made in the number of authorized shares and other numerical limits in the 2016 Equity Plan and in outstanding awards to prevent dilution or enlargement of participants’ rights in the event of a stock split or other change in our capital structure. Shares subject to awards which expire or are canceled or forfeited will again become available for issuance under the 2016 Equity Plan. The shares available will not be reduced by awards settled in cash or by shares withheld to satisfy tax withholding obligations. Only the net number of shares issued upon the exercise of stock appreciation rights or options exercised by means of a net exercise or by tender of previously owned shares will be deducted from the shares available under the 2016 Equity Plan.

The 2016 Equity Plan will be generally administered by the compensation committee of our Board. Subject to the provisions of the 2016 Equity Plan, the compensation committee will determine in its discretion the persons to whom and the times at which awards are granted, the sizes of such awards and all of their terms and conditions. However, the compensation committee may delegate to one or more of our officers the authority to grant awards to persons who are not officers or directors, subject to certain limitations contained in the 2016 Equity Plan and award guidelines established by the committee. The compensation committee will have the authority to construe and interpret the terms of the 2016 Equity Plan and awards granted under it. The 2016 Equity Plan provides, subject to certain limitations, for indemnification by us of any director, officer or employee against all reasonable expenses, including attorneys’ fees, incurred in connection with any legal action arising from such person’s action or failure to act in administering the 2016 Equity Plan.

Awards may be granted under the 2016 Equity Plan to our employees, including officers, directors or consultants or those of any present or future parent or subsidiary corporation or other affiliated entity. All awards will be evidenced by a written agreement between us and the holder of the award and may include any of the following:

In the event of a change in control as described in the 2016 Equity Plan, the acquiring or successor entity may assume or continue all or any awards outstanding under the 2016 Equity Plan or substitute substantially equivalent awards. Any awards which are not assumed or continued in connection with a change in control or are not exercised or settled prior to the change in control will terminate effective as of the time of the change in control. The compensation committee may provide for the acceleration of vesting of any or all outstanding awards upon such terms and to such extent as it determines, except that the vesting of all awards held by members of the Board who are not employees will automatically be accelerated in full. The 2016 Equity Plan will also authorize the compensation committee, in its discretion and without the consent of any participant, to cancel each or any outstanding award denominated in shares upon a change in control in exchange for a payment to the participant with respect to each share subject to the canceled award of an amount equal to the excess of the consideration to be paid per share of common stock in the change in control transaction over the exercise price per share, if any, under the award.

The 2016 Equity Plan will continue in effect until it is terminated by the administrator, provided, however, that all awards will be granted, if at all, within 10 years of its effective date. The administrator may amend, suspend or terminate the 2016 Equity Plan at any time, provided that without stockholder approval, the plan cannot be amended to increase the number of shares authorized, change the class of persons eligible to receive incentive stock options, or effect any other change that would require stockholder approval under any applicable law or listing rule.

~~Our Board has adopted and our stockholders have approved our 2016 Employee Stock Purchase Plan, or the 2016 ESPP.~~

A total of 1,125,000 shares of our common stock are available for sale under our 2016 ESPP. In addition, our 2016 ESPP provides for annual increases in the number of shares available for issuance under the 2016 ESPP on January 1, 2017 and each subsequent anniversary through 2025, equal to the smallest of:

Appropriate adjustments will be made in the number of authorized shares and in outstanding purchase rights to prevent dilution or enlargement of participants’ rights in the event of a stock split or other change in our capital structure. Shares subject to purchase rights which expire or are canceled will again become available for issuance under the 2016 ESPP.

The compensation committee of our Board will administer the 2016 ESPP and have full authority to interpret the terms of the 2016 ESPP. The 2016 ESPP provides, subject to certain limitations, for indemnification by us of any director, officer or employee against all reasonable expenses, including attorneys’ fees, incurred in connection with any legal action arising from such person’s action or failure to act in administering the 2016 ESPP.

All of our employees, including our named executive officers, and employees of any of our subsidiaries designated by the compensation committee are eligible to participate if they are customarily employed by us or any participating subsidiary for at least 20 hours per week and more than five months in any calendar year, subject to any local law requirements applicable to participants in jurisdictions outside the United States. However, an employee may not be granted rights to purchase stock under our 2016 ESPP if such employee:

Our 2016 ESPP is intended to qualify under Section 423 of the Internal Revenue Code (“Code”) but also permits us to include our non‑U.S. employees in offerings not intended to qualify under Section 423 of the Code. The 2016 ESPP will typically be implemented through consecutive six‑month offering periods. The offering periods generally start on the first trading day of April and October of each year. The administrator may, in its discretion, modify the terms of future offering periods, including establishing offering periods of up to 27 months and providing for multiple purchase dates. The administrator may vary certain terms and conditions of separate offerings for employees of our non‑U.S. subsidiaries where required by local law or desirable to obtain intended tax or accounting treatment.

Our 2016 ESPP permits participants to purchase common stock through payroll deductions of up to 10.0% of their eligible compensation, which includes a participant’s regular and recurring straight time gross earnings and payments for overtime and shift premiums, but exclusive of payments for incentive compensation, bonuses and other similar compensation.

Amounts deducted and accumulated from participant compensation, or otherwise funded in any participating non‑U.S. jurisdiction in which payroll deductions are not permitted, are used to purchase shares of our common stock at the end of each offering period. The purchase price of the shares will be 85.0% of the lower of the fair market value of our common stock on the first trading day of the offering period or on the last day of the offering period. Participants may end their participation at any time during an offering period and will be paid their accrued payroll deductions that have not yet been used to purchase shares of common stock. Participation ends automatically upon termination of employment with us.

Each participant in any offering will have an option to purchase for each full month contained in the offering period a number of shares determined by dividing $2,083 by the fair market value of a share of our common stock on the first day of the offering period or 200 shares, if less, and except as limited in order to comply with Section 423 of the Code. Prior to the beginning of any offering period, the administrator may alter the maximum number of shares that may be purchased by any participant during the offering period or specify a maximum aggregate number of shares that may be purchased by all participants in the offering period. If insufficient shares remain available under the plan to permit all participants to purchase the number of shares to which they would otherwise be entitled, the administrator will make a pro rata allocation of the available shares. Any amounts withheld from participants’ compensation in excess of the amounts used to purchase shares will be refunded, without interest.

~~A participant may not transfer rights granted under the 2016 ESPP other than by will, the laws of descent and distribution or as otherwise provided under the 2016 ESPP.~~

In the event of a change in control, an acquiring or successor corporation may assume our rights and obligations under outstanding purchase rights or substitute substantially equivalent purchase rights. If the acquiring or successor corporation does not assume or substitute for outstanding purchase rights, then the purchase date of the offering periods then in progress will be accelerated to a date prior to the change in control.

~~Our 2016 ESPP will remain in effect until terminated by the administrator. The compensation committee has the authority to amend, suspend or terminate our 2016 ESPP at any time.~~

We maintain a 401(k) retirement plan that is intended to be a ~~tax‑qualified~~tax-qualified defined contribution plan under Section 401(k) of the Code. In general, all of our employees are eligible to participate, beginning on the first day of the third

month following commencement of their employment. The 401(k) plan includes a salary deferral arrangement pursuant to which participants may elect to reduce their current compensation by up to the statutorily prescribed limit, generally equal to ~~$18,000~~$19,500 in ~~2016,~~2020, and have the amount of the reduction contributed to the 401(k) plan. Participants who are at least 50 years old also can make ~~“catch‑up”~~“catch-up” contributions, which in ~~2016~~2020 may be up to an additional ~~$6,000~~$6,500 above the statutory limit. We have an obligation to match ~~non‑highly~~non-highly compensated employee contributions of up to 6% of deferrals and also have the option to make discretionary matching contributions and profit sharing contributions to the plan annually, as determined by our Board. ~~We provided employer matching contributions for Dr. Harlan W. Waksal of $15,900 for the year ended December 31, 2015, which were disbursed during 2016.~~ No ~~other~~ employer matching contributions were made to our named executive officers for the years ended December 31, ~~2016, 2015~~2020 and ~~2014.~~2019.

Our directors and executive officers may adopt written plans, known as Rule ~~10b5‑1~~10b5-1 plans, in which they will contract with a broker to buy or sell shares of our common stock on a periodic basis. Under a Rule ~~10b5‑1~~10b5-1 plan, a broker executes trades pursuant to parameters established by the director or officer when entering into the plan, without further direction from them. The director or officer may amend or terminate the plan in some circumstances. Our directors and executive officers may also buy or sell additional shares outside of a Rule ~~10b5‑1~~10b5-1 plan when they are not in possession of material, nonpublic information.

The following table provides certain information as of December 31, ~~2016,~~2020, with respect to all of our equity compensation plans in effect on that date.

The following table sets forth information as of March ~~31, 2017~~15, 2021 regarding the beneficial ownership of our common stock, by:

Beneficial ownership for the purposes of the following table is determined in accordance with the rules and regulations of the SEC. These rules generally provide that a person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting of securities, or to dispose or direct the disposition of securities or has the right to acquire such powers within 60 days. For purposes of calculating each person’s percentage ownership, common stock issuable pursuant to options exercisable within 60 days are included as outstanding and beneficially owned for that person or group, but are not deemed outstanding for the purposes of computing the percentage ownership of any other person. Except as disclosed in the footnotes to this table and subject to applicable community property laws, we believe that each beneficial owner identified in the table possesses sole voting and investment power over all common stock shown as beneficially owned by the beneficial owner.

Percentage ownership of our common stock in the table is based on ~~51,846,521~~171,816,945 shares of our common stock issued and outstanding on March ~~31, 2017 and assuming the exercise of 3,796,333 shares of common stock issuable upon the exercise of securities exercisable within 60 days of March 31, 2017, as set forth below.~~15, 2021. This table is based upon information supplied by officers, directors and principal stockholders and by Schedules 13D and Schedules 13G, if any, filed with the SEC. Unless otherwise indicated, the address of each of the individuals and entities named below is c/o Kadmon Holdings, Inc., 450 East 29th Street, New York, New York 10016.

To our knowledge, except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock. Pursuant to Rule 13d-4 under the Exchange Act of 1934, as amended, the statements concerning voting and dispositive power concerning the shares of common stock included in the footnotes to this table shall not be construed as admissions that such persons are the beneficial owners of such shares of common stock.

Section 16(a) of the Exchange Act requires the Company’s directors and executive officers, and persons who own more than 10% of a registered class of the Company’s equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Such officers, directors and greater than 10% stockholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.

To the Company’s knowledge, based solely on a review of the copies of such reports furnished to the Company and written representations that no other reports were required, all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with~~during the year ended December 31, 2016.~~

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.

Brokers with account holders who are Kadmon stockholders may be “householding” our proxy materials. A single proxy statement may be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that it will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you notify your broker or the Company that you no longer wish to participate in “householding.”

If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate proxy statement and annual report, you may (1) notify your broker or (2) direct your written request to: Secretary of the Board, Kadmon Holdings, Inc., 450 East 29th Street, New York, New York 10016. Stockholders who currently receive multiple copies of this Proxy Statement at their address and would like to request “householding” of their communications should contact their broker. In addition, the Company will promptly deliver, upon written request to the address aboveor oral request at ~~212-308-6000,~~833-900-5366, a separate copy of the Form 10-K, Proxy Statement, Proxy Card or Notice of Internet Availability of Proxy Materials to a stockholder at a shared address to which a single copy of the documents was delivered.

As of the date of this Proxy Statement, the Board does not intend to present any matters other than those described herein at the Annual Meeting and is unaware of any matters to be presented by other parties. If other matters are properly brought before the Annual Meeting for action by the stockholders, proxies will be voted in accordance with the recommendation of the Board or, in the absence of such a recommendation, in the discretion of the proxy holder.

We have filed our Annual Report on Form 10-K for the year ended December 31, ~~2016~~2020 with the SEC. It is available free of charge at the SEC’s web site at www.sec.gov. Upon written request by a Kadmon stockholder, we will mail, without charge, a copy of our Annual Report on Form 10-K, including the financial statements and financial statement schedules, but excluding exhibits to the Annual Report on Form 10-K. Exhibits to the Annual Report on Form 10-K are available upon payment of a reasonable fee, which is limited to our expenses in furnishing the requested exhibit. All requests should be directed to the Secretary of the Board, 450 East 29th Street, New York, New York 10016.



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Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)

Equity Compensation Plans Approved by Stockholders(1)(2)(3)(4)	11,371,632	$ 10.08	1,407,485	31,581,084	$ 5.65	3,973,996
Equity Compensation Plans Not Approved by Stockholders	—	—	—	—	—	—
Total	11,371,632	$ 10.08	1,407,485	31,581,084	$ 5.65	3,973,996



	Shares of Common Stock Beneficially Owned (1)
Name of beneficial owner	Common Stock	Securities Exercisable Within 60 Days	Number of Securities Beneficially Owned	Percentage
5.0% Stockholders
Third Point Ventures LLC(2)	9,407,745	595,238	10,002,983	19.07%
GoldenTree Entities(3)	8,591,195	219,828	8,811,023	16.92%
Perceptive Advisors LLC(4)	5,185,847	1,190,475	6,376,322	12.02%
3RP Holdings Company, LLC(5)	3,478,840	—	3,478,840	6.71%
Executive Officers and Directors
Bart M. Schwartz, Esq.(6)	26,511	17,437	43,948	*
Eugene Bauer, M.D.(7)	1,716	13,848	15,564	*
D. Dixon Boardman(8)	45,911	13,848	59,759	*
Alexandria Forbes, Ph.D.(9)	90,816	20,002	110,818	*
Tasos Konidaris(10)	—	—	—	*
Steven Meehan(11)	—	—	—	*
Thomas E. Shenk, Ph.D.(12)	24,616	7,180	31,796	*
Susan Wiviott, J.D.(13)	4,168	13,848	18,016	*
Louis Shengda Zan(14)	2,187,381	9,231	2,196,612	4.24%
Harlan W. Waksal, M.D.(15)	102,040	1,600,256	1,702,296	3.19%
Konstantin Poukalov(16)	4,000	29,750	33,750	*
Lawrence K. Cohen, Ph.D.(17)	—	19,746	19,746	*
Steven N. Gordon, Esq.(18)	232,484	29,746	262,230	*
John Ryan, Ph.D., M.D.(19)	—	15,900	15,900	*



	Shares of Common Stock Beneficially Owned (1)
Name of beneficial owner	Common Stock	Securities Exercisable Within 60 Days	Number of Securities Beneficially Owned	Percentage
5.0% Stockholders
Perceptive Advisors LLC(2)	15,711,334	529,413	16,240,747	9.42%
BlackRock, Inc. (3)	14,923,541	—	14,923,541	8.69%
State Street Corporation (4)	9,815,097	—	9,815,097	5.71%
Avidity Partners Management LP (5)	9,570,000	—	9,570,000	5.57%
Point72 Asset Management, L.P.(6)	9,083,336	—	9,083,336	5.29%
The Vanguard Group (7)	9,002,368	—	9,002,368	5.24%

Executive Officers and Directors
Eugene Bauer, M.D.(8)	6,716	251,959	258,675	*
David E. Cohen, M.D.(9)	—	228,324	228,324	*
Arthur Kirsch(10)	—	227,770	227,770	*
Tasos Konidaris(11)	—	302,040	302,040	*
Nancy Miller-Rich	—	—		*
Cynthia Schwalm(12)	31,000	228,324	259,324	*
Steven Meehan(13)	18,752	483,334	502,086	*
Gregory S. Moss(14)	11,514	540,566	552,080	*
John Ryan, M.D., Ph.D.(15)	—	359,489	359,489	*
Harlan W. Waksal, M.D.(16)	162,672	4,603,240	4,765,912	2.70%
All directors and executive officers as a group (10 persons)	230,654	7,225,046	7,455,700	4.16%



FOR THE ~~2017~~2021 ANNUAL MEETING OF STOCKHOLDERS			1
INFORMATION ABOUT THE PROXY PROCESS AND VOTING			2
PROPOSAL NO. 1 ELECTION OF DIRECTORS			7
PROPOSAL NO. 2 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			10
~~PROPOSAL NO. 3 VOTE TO APPROVE OUR NON-EMPLOYEE DIRECTORS’ EQUITY COMPENSATION POLICY~~			11
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS			13 11
PROPOSAL NO. 3 APPROVAL OF AN AMENDED AND RESTATED 2016 EQUITY INCENTIVE PLAN			12
CORPORATE GOVERNANCE			14 16
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			18 19
DIRECTOR COMPENSATION			25 20
EXECUTIVE OFFICERS			27 22
EXECUTIVE COMPENSATION			29 23
INFORMATION ABOUT STOCK OWNERSHIP			39
~~SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~32			43
ADDITIONAL INFORMATION			43 34