(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 Science and Technology 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.

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, 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.

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 servesacquired 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 20062004 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 1988 to 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.Tasos G. Konidaris. Mr. BoardmanKonidaris has served as a member of our Board since 2010.February 2017 and was appointed chairman in 2019. Mr. Boardman founded Optima Fund Management LLC, an alternative investment firm, in 1988 and currently serves as its Chief Executive Officer. Mr. Boardman is a member of the President’s Council of Memorial Sloan Kettering Cancer Center, where heKonidaris has also served as ChairmanSenior Vice President, Chief Financial Officer of the Special Projects Committee.Amneal Pharmaceuticals, Inc. since March 2020. He is also a member of the Executive Committee of New York Presbyterian‑Weill Cornell Council. Mr. Boardman is a Director of Florida Crystals Corporation and an Advisory Board Director of J.C. Bamford Excavators (UK). Mr. Boardman attended McGill University.

We believe Mr. Boardman’s financial and business expertise provides him 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 haspreviously served as Executive Vice President and Chief Financial Officer of Alcresta Pharmaceuticals, LLC since March 2016.Therapeutics, Inc. Prior to that, he was SeniorMr. Konidaris served as Executive Vice President, and Chief Financial Officer and Head of Corporate Development 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”)(D&B) Corporation, a leading commercial information services company. He was Principal Accounting Officercompany, 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. Konidarispreviously held senior financial and operational positionsgeneral management roles of increasing responsibility at theSchering-Plough Corporation, Pharmacia Corporation, Rhone-Poulenc Rorer, Novartis Corporation and Bristol-Myers Squibb Company.Squibb. Mr. Konidaris was a directorcurrently serves on the board of Delcath SystemsZep, Inc. from July 2012 until December 2014. Mr. Konidaris receivedholds an MBA from Drexel University and a BSB.S. from Gwynedd Mercy College.

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

Cynthia Schwalm. Ms. Schwalm has served as a member of our Board since January 2019. Ms. Schwalm currently serves as the Owner of EIR Advisory LLC, a healthcare-focused strategic partnership and investment company, and as a member of the board of directors at G1 Therapeutics, Caladrius Biosciences and Caladrius Biosciences.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.

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 has been a member ofserved on the board of directors of Dermira sincefrom 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 on the boards of directorsBoards of Vyteris from 2011 to 2012 and Connetics from 2005 until its sale toacquisition by Stiefel in 2006. Dr. Cohen is the Past President of the 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. HeDr. 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.

Arthur Kirsch. Mr. Kirsch has not previously served as a member of our Board.Board since 2019. Mr. Kirsch is apreviously served as Senior Advisor and Head of Healthcare 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 and as a member of the Executive Committee. Mr. Kirsch serves on the Board of Directors of Liquidia Technologies, Inc., a public nanotechnology healthcare company, where he is also Chair of the Audit Committee. HeMr. Kirsch previously served on the Board of Directors of Immunomedics, a public biopharmaceutical company, where he also served on the Audit Committee. Mr. Kirsch servesalso previously served as Chairman of the Board of Directors at Aralez, Inc. a publicly traded biopharmaceutical company, where he iswas also Chair of the Audit Committee. Mr. Kirsch received his B.A. in Finance from the University of Rhode Island and his MBA in Finance from Bernard M. Baruch College.

We believe Mr. Kirsch’s extensive finance and leadership experience in the life science industry provides him 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.

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, 2019,2020, 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

The following table provides information regarding the fees incurred to BDO during the years ended December 31, 20182019 and 2017.2018. The Audit Committee approved all of the fees described below.









Pre-Approval Policies and Procedures

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 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 services provided by BDO in 20182019 and 2017 and the tax and other services provided by BDO in 2017.2018. 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.

PROPOSAL NO. 3

APPROVE AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK

General

The Board has recommended an increase in the aggregate number of shares of common stock, par value $0.001 per share, that we are authorized to issue from 200,000,000 to 400,000,000 (the “Authorized Share Increase”). The Board is requesting stockholder approval of an amendment to the Company’s certificate of incorporation to effect the Authorized Share Increase. If the amendment is adopted, the Authorized Share Increase will become effective upon filing of a certificate of amendment of the Company’s certificate of incorporation with the Secretary of State of the State of Delaware. No further stockholder authorization would be required prior to the issuance of such shares by the Company, except where stockholder approval is required under Delaware corporate law or NYSE rules. Even if this Proposal No. 3 is approved by our stockholders, the Board retains the discretion to abandon the Authorized Share Increase if it determines such an abandonment to be in the best interests of the Company and our stockholders. The form of the proposed amendment to our certificate of incorporation is attached as Appendix A to this proxy statement. 

All shares of common stock, including those now authorized and those that would be authorized by the approval of this proposed amendment, are equal in rank and have the same voting, dividend, and liquidation rights. Existing stockholders have no preemptive rights to acquire or subscribe to any of the additional shares of common stock that would be authorized by the approval of the Authorized Share Increase. The proposed Authorized Share Increase will not affect the rights of existing stockholders, except to the extent that future issuances of common stock, including the additional shares that would be authorized if the proposed Authorized Share Increase is approved, may dilute the current equity ownership position of current holders of common stock and may be made without further stockholder approval, unless otherwise required by applicable laws or stock exchange regulations

As of March 18, 2019, the Record Date for the 2019 Annual Meeting, 126,909,522 shares of common stock were outstanding. As of the Record Date, approximately 11.6 million shares were reserved for issuance upon the exercise of equity awards granted or authorized under our 2011 Equity Incentive Plan and our 2016 Equity Incentive Plan (as amended and restated in December 2017), approximately 12.0 million shares were reserved for issuance upon the exercise of outstanding warrants, approximately 3.5 million shares were reserved for issuance upon the conversion of our outstanding 5% convertible preferred stock, approximately 3.5 million shares were reserved for issuance upon the exercise of equity awards granted under our 2014 Long Term Incentive Plan, approximately 4.6 million shares were reserved for issuance under our 2016 Equity Incentive Plan (as amended and restated in December 2017), and approximately 2.5 million shares were reserved for issuance under our 2016 Employee Stock Purchase Plan. Accordingly, we currently expect to have only approximately 35.4 million shares of common stock available for future issuance.

Purpose and Effect of the Authorized Share Increase

Given the limited number of authorized shares currently available for future issuance under our certificate of incorporation, we believe that an increase in the number of authorized shares of our common stock is critical to ensure that a sufficient number of shares are available for future issuances if and when our Board deems it to be in our and our stockholders’ best interests to do so. We also believe that an increase in the authorized shares of common stock would place us in a more comparable position to our peers and our competitors. While we have no current specific plans to issue additional shares, we believe that the Authorized Share Increase will result in greater flexibility and additional potential opportunities in the future by allowing us to take any one or a combination of the following general corporate initiatives to optimize shareholder value and support our growth plans:

Without an increase in the number of authorized shares of common stock, the number of remaining common shares available for issuance may be insufficient to complete one or more of the above transactions if and when the Board deems it to be in the best interests of the stockholders to do so. We believe that having the additional authorized shares available to the Company for issuance, upon approval of the Board, will be beneficial to us and our stockholders by allowing us to promptly consider and respond to future business opportunities as they arise, including in relation to offerings of common stock or acquisition opportunities, which are competitive and time-sensitive. Due to market, industry, and other factors, the delay involved in calling and holding a stockholders’ meeting to approve an increase in authorized shares at the time a business opportunity presents itself may prevent us from timely pursuing that opportunity, or may significantly adversely affect the economic or strategic value of that opportunity.

We currently have no specific plans, arrangements or understandings to issue additional shares of common stock, except for the routine and ongoing issuances under our equity incentive plans, and we have not allocated any specific portion of the proposed increase in authorized common shares to, or for, any particular purpose. We continually evaluate our capital structure and may consider an equity offering if, among other things, market conditions are favorable or there is a favorable business opportunity.

The additional shares of common stock that would become available for issuance if the proposal were adopted could also be used by the Company to oppose a hostile takeover attempt or to delay or prevent changes in control or management of the Company. Although this proposal to increase the number of authorized shares of common stock has been prompted by business and financial considerations and not by the threat of any hostile takeover attempt (nor is the Board currently aware of any such attempts directed at the Company), nevertheless, stockholders should be aware that approval of this Proposal No. 3 could facilitate future efforts by the Company to deter or prevent changes in control of the Company, including transactions in which the stockholders might otherwise receive a premium for their shares over then current market prices because the issuance of new shares could be used to dilute the stock ownership of that third party.

Currently, our certificate of incorporation also authorizes us to issue 10,000,000 shares of preferred stock, par value $0.001 per share, of which 30,000 shares of 5% convertible preferred stock are issued and outstanding as of the Record Date. No other class of our capital stock is authorized. No changes will be made to the number of shares of preferred stock authorized for issuance 

Vote Required

The affirmative vote of the holders of a majority in voting power of the outstanding shares of common stock and 5% convertible preferred stock (voting on an as-converted basis with the holders of common stock) as of the Record Date is required to approve the Authorized Share Increase. Abstentions and broker non-votes, if any, will have the same effect on the result of this vote as votes against the proposal.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO APPROVE AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK.





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 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 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, 2018.2019.

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 of such financial statements.

Based on these reviews and discussions, the Audit Committee has recommended to our Board of Directors that such audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 20182019 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, 20192020 and is seeking ratification of such selection by the stockholders.

Audit Committee

Tasos G. Konidaris, Chair

Eugene Bauer, M.D.Arthur Kirsch

D. Dixon Boardman



CORPORATE GOVERNANCE

Corporate Governance

Board and Committees

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 seven seated directors. The Board will consist of sevensix seated directors following the 20192020 Annual Meeting.

On December 26, 2018, Bart M. Schwartz, Esq. notified us of his resignation as a member of the Board, effective as of the close of business on December 31, 2018. Mr. Schwartz served as the Chairman of the Board, as the Chairman of the Compensation Committee of the Board, as the Chairman of the Nominating and Corporate Governance Committee and as a member of the Regulatory and Compliance Committee of the Board. Mr. Schwartz resigned due to increasing responsibilities at his charitable commitments, including the All Stars Project, a national youth non-profit organization where he serves as director and was recently elected chairman of its New York board, and the Police Athletic League, New York City’s largest independent youth development non-profit organization, where he serves as director.

On January 23, 2019, we announced the appointment of Cynthia Schwalm to our Board. Ms. Schwalm has extensive pharmaceutical industry experience, having held management roles at Johnson & Johnson, Amgen and Eisai, and most recently served as President and CEO of Ipsen North America. Ms. Schwalm was appointed to serve for a term expiring at the Company's 2019 Annual Meeting of Stockholders and until her successor has been elected and qualified, or until her earlier resignation or removal.

On February 7, 2019, we announced the appointment of David E. Cohen, M.D., MPH to our Board. Dr. Cohen has held a variety of positions at the New York University School of Medicine, including as Chief of Allergy and Contact Dermatitis, Vice Chairman of Clinical Affairs, Director of Occupational and Environmental Dermatology, and the Charles C. and Dorothea E. Harris Professor of Dermatology. Dr. Cohen was appointed to serve for a term expiring at the Company's 2019 Annual Meeting of Stockholders and until his successor has been elected and qualified, or until his earlier resignation or removal.

On February 11, 2019, we announced the appointment of Steven Meehan, a then member of our Board, as Executive Vice President, Chief Financial Officer (CFO) effective as of February 8, 2019. In connection with his appointment as CFO, Mr. Meehan notified the Company of his resignation as a member of the Board, effective as of his appointment.

On March 21, 2019, Susan Wiviott, J.D., notified us of her intent not to stand for re-election as a member of the Board. Ms. Wiviott will serve out her remaining term but will resign from the Board and its committees effective as of the Annual Meeting. Ms. Wiviott served as a member of the Compensation Committee of the Board and as a member of the Nominating and Corporate Governance Committee of the Board. Ms. Wiviott confirmed that her intent not to stand for re-election was not the result of any disagreement with the Company.

On April 1, 2019, we announced that we would nominate Arthur Kirsch to stand for election at the Annual Meeting to serve as a member of the Board. If elected, Mr. Kirsch will replace Ms. Wiviott, who will not be standing for reelection and will resign from the Board and its committees effective as of the Annual Meeting.

Director Independence

The Board has affirmatively determined that all of its directors, other than Dr. Harlan W. Waksal, are independent directors within the meaning of the applicable NYSE 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 executive officers.

The Board has determined that each member of the Audit Committee, the Nominating and Corporate Governance Committee and the Compensation Committee meets the applicable NYSE listing standards 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 our Company.

Audit Committee

The 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 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 are Mr. D. Dixon Boardman, Dr. Eugene BauerMr. Arthur Kirsch and Mr. Tasos G. Konidaris, with Mr. Konidaris serving as the committee’s chairman. Our Board has determined that Mr. BoardmanKirsch and Mr. Konidaris are each “audit committee financial experts” as defined by SEC rules and regulations. The composition of our Audit Committee meets the requirements for independence under the rules and regulations of the SEC and the listing standards of the NYSE. A copy of the Audit Committee’s written charter is publicly available on our website at www.kadmon.com.

Compensation Committee

The 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 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 reviews and approves various other compensation policies and matters. Our Compensation Committee also reviews and discusses with management the executive and director compensation disclosure that we may be required from time to time to include in SEC filings, and it prepares a 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 are Dr. Eugene Bauer, Dr. David E. Cohen, Mr. Tasos G. Konidaris, and Ms. Cynthia Schwalm, and Ms. Susan Wiviott, with Dr. Bauer serving as the committee’s chairman. The composition of our Compensation Committee meets the requirements for independence under the rules and regulations of the SEC and the listing standards of the NYSE. A copy of the Compensation Committee’s written charter is publicly available on our website at www.kadmon.com.

Nominating and Corporate Governance Committee

The Nominating and 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 and 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 and 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.

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

Regulatory and Compliance Committee

The Regulatory and Compliance Committee of our Board was disbanded in January 2019 and its roles and responsibilities were given to the Nominating and Corporate Governance and Audit Committees.

Science and Technology Committee

The Board established the Science and Technology Committee of the Board in March 2019. The Science and Technology Committee of our Board is responsible for 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.

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

Board Leadership Structure and Role in Risk Oversight

The Board is led by Tasos G. Konidaris. We believe that having an independent director serve as the non-executive interim 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 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 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 Nominatingnominating and Corporate Governance Committeecorporate 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 Nominatingnominating and Corporate Governance Committeecorporate 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 assesses and monitors whether any of our compensation practices, policies and programs has the potential to encourage excessive risk‑taking. Our Audit Committee periodically reviewsscience and technology committee oversees the general process formanagement of risks associated with our research and development programs, processes and strategies. Each committee of our Board provides regular reports, on at least a quarterly basis, to the oversight offull Board. Our Board may also create additional committees in the 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.

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 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 nine times during 2018. The Audit Committee met four times, the Compensation Committee met fourteen times, the Regulatory and Compliance Committee and the Nominating and Corporate Governance Committee eachcommittees met six times.regularly throughout 2019. Each Board member attended 75%90% or more of the aggregate of all meetings of the Board and the committees on which the Director served during 2018.2019. 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 sessionsessions in connection with each regularly scheduled Board meeting. Mr. SchwartzKonidaris served as the chair of those meetings during 2018, which2019, and Dr. Harlan W. Waksal did not attend.attend such sessions.

StockholderInterested Parties Communications with the Board

Should stockholdersinterested 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

No member of our 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 serve as a director or a member of a Compensation Committee (or other committee serving an equivalent function) of any other entity.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS



  Since January 1, 2018,2019, 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.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, since the beginning of our last fiscal year, to which we were a party or will be a party, in which:

Participation in the June 2018November 2019 Public Offering

Certainof our existing institutional investors purchased an aggregate of 10,444,117 shares of our common stock in the public offering that closed on November 18, 2019. Consonance Capital Management LP purchased 4,900,000 shares of our common stock for $16.7 million, Perceptive Advisors LLC purchased 1,470,588 shares of our common stock for $5.0 million, Vivo Capital VIII LLC purchased 1,323,529 shares of our common stock for $4.5 million. 21,001,514

Consulting Agreement

In May 2019, we entered into a consulting agreement with our former director, Susan Wiviott, pursuant to which we granted Ms. Wiviott options to purchase 100,000 shares of our common stock at the public offeringa strike price of $3.30 per share in ourpublic offering that closed on June 11, 2018.  Perceptive Advisors LLC purchased 8,000,000 shares of our common stock for $26.4 million, Vivo Capital VIII LLC purchased 7,121,212 shares of our common stock for $23.5 million, Acuta Capital Partners LLC purchased 2,850,000 shares of our common stock for $9.4 million and Puissance Capital Management LP purchased 3,030,302 shares of our common stock for $10.0 million. See “Information About Stock Ownership” for more information about the shares held by these identified entities.$2.25.

Financing Arrangements

August 2015 Secured Term Debt

On June 12, 2018, the Company entered into the fourth amendment to the 2015 Credit Agreement (the “Fourth Amendment”). Pursuant to the Fourth Amendment, the maturity date of the 2015 Credit Agreement was extended to August 31, 2018 (the “Extension Period”). The Company repaid $4.7 million of the outstanding principal on June 18, 2018, representing all amounts due under the 2015 Credit Agreement to GoldenTree Credit Opportunities, LP, GoldenTree Credit Opportunities, Ltd, GoldenTree Insurance Fund Series Interests of the SALI Multi-Series Fund, LP, GT NM, LP, and San Bernardino County Employees’ Retirement Association. All other material terms of the 2015 Credit Agreement remained the same during the Extension Period, including a minimum liquidity covenant.

On August 15, 2018, the Company entered into the fifth amendment to the 2015 Credit Agreement (the “Fifth Amendment”). Pursuant to the Fifth Amendment, the maturity date of the Credit Agreement was extended to July 1, 2020 and principal payments have been deferred until January 31, 2020. Beginning on January 31, 2020, equal principal payments of $750,000 per month will be due until the maturity date. Additionally, the parties amended certain covenants under the 2015 Credit Agreement to require the Company to meet certain developmental milestones by December 31, 2019. All other material terms of the 2015 Credit Agreement remain the same, including a minimum liquidity covenant. No assurances can be given that the Company will be able to comply with these covenants or that the Company will be able to amend the 2015 Credit Agreement to further extend the maturity date or refinance this debt on or before the maturity date. The Fifth Amendment also amended the exercise price of a portion of the 2015 Warrants to purchase an aggregate of 529,413 shares of the Company’s common stock from $4.50 per warrant share to $3.30 per warrant share. The terms of the remaining 2015 Warrants to purchase an aggregate of 88,238 shares of the Company’s common stock remain the same.

We entered into a fifth waiver agreement to the 2015 Credit Agreement in March 2018 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, for the year ended December 31, 2017 contains an explanatory paragraph regarding our ability to continue as a going concern, which is an event of default under the 2015 Credit Agreement.

We entered into a sixth waiver agreement to the 2015 Credit Agreement in March 2019  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, for the year ended December 31, 2018 contains an explanatory paragraph regarding our ability to continue as a going concern, which is an event of default under the 2015 Credit Agreement.

For additional information the 2015 Credit Agreement, please see Note 5, “Debt,” of the notes to our audited consolidated financial statements appearing in this Annual Report on Form 10-K.

Investment in MeiraGTx

On June 12, 2018, MeiraGTx Holdings plc (“MeiraGTx”) completed its initial public offering (the “MeiraGTx IPO”) whereby it sold 5,000,000 shares of common stock at $15.00 per share. Upon completion of the MeiraGTx IPO, our investment in MeiraGTx was diluted to a 13.0% ownership in MeiraGTx common stock and we no longer have the ability to exert significant influence over MeiraGTx operations. We discontinued the equity method of accounting for the investment in MeiraGTx on June 12, 2018 and determined the remaining investment to be an equity security accounted for in accordance with ASC 321 at the date the investment no longer qualifies for the equity method of accounting. As our investment in MeiraGTx common stock has a readily determinable market value, we recorded an unrealized gain of $40.5 million during the second quarter of 2018 related to the fair value of our ownership of common stock of MeiraGTx. As of December 31, 2018, we maintained a 12.9% ownership in the common stock of MeiraGTx with a fair value of $34.1 million.

Oncon and Ras

On May 19, 2016, the Company entered into a development and license agreement with Limited Liability Company Oncon (“Oncon”) whereby the Company granted Oncon exclusive licenses for certain antibodies. While Oncon is not considered a related party to Kadmon, a family member of a former executive of Kadmon is a limited, non-controlling partner and minority shareholder in Oncon who is unable to exert significant influence on the policies or operations of Oncon. Upon commercial sale of the licensed antibodies, the Company is eligible to receive a royalty equal to a percentage of net sales in the high-teens. The Company is also eligible to receive a portion of sublicensing revenue from Oncon ranging from the low ten percents to low thirty percents based on the development stage of the product. No such revenue was earned during the years ended December 31, 2018, 2017 and 2016. In connection with the development and license agreement, the Company also entered into an exclusive supply agreement with Limited Liability Company Ras (“Ras”) whereby the Company will supply Ras with antibodies under the agreement for Ras to supply to Oncon. Ras is controlled by the family member of a former executive of Kadmon and was a related party to Kadmon until the resignation of the executive on October 24, 2018, at which point Ras ceased to be a related party. There has been no activity between the Company and Ras under the development and license agreement as of December 31, 2018.

On April 20, 2018, the Company entered into a cell bank development and royalty agreement with Limited Liability Company Oncon (“Oncon”) whereby the Company would serve as an agent to engage a third party to develop and manufacture a biological product for Oncon. While Oncon is not considered a related party to Kadmon, a family member of a former executive of Kadmon is a limited, non-controlling partner and minority shareholder in Oncon who is unable to exert significant influence on the policies or operations of Oncon. Under the cell bank development agreement, Limited Liability Company Ras (“Ras”) is Oncon’s designated recipient of the master cell bank, if and when its development is complete. Ras is controlled by the family member of a former executive of Kadmon and was a related party to Kadmon until the resignation of the executive on October 24, 2018, at which point Ras ceased to be a related party. There has been no activity between the Company and Ras under the cell bank development agreement as of December 31, 2018. In June 2018, the Company received an upfront payment from Oncon totaling $0.8 million which the Company is required to deliver to the third party upon completion of development of the master cell bank. At December 31, 2018, the Company has $0.7 million recorded as an accrued liability for payments still to be made to the third party. Under this agreement, the Company is also to provide expertise and know-how to the development process and is eligible to receive a royalty equal to a percentage of net sales in the low single digit percents upon commercialization of the biological product. The Company is also eligible to receive a portion of sublicensing revenue from Oncon in the low single digit percents. No such revenue was earned during the year ended December 31, 2018.

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.

Employment Agreements

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

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, 2018, thereThere 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 that is in conformity with the requirements for issuers having publicly held common stock that is listed on the NYSE. Under this policy:

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

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 and the Code.



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, 2018.2019. 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 2018.2019. 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.

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At December 31, 2018,2019, our non-employee directors as of such date held the following outstanding options (in the aggregate):

For the year ended December 31, 2018, our non‑employee directors were compensated for their services on our Board as follows:

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.

In January 2019,2020, in connection with the review process described above, changes to the cash and equity components of the compensation program for our non-employee directors were approved by the Board. Changes to the equity and cash components of the compensation program took effect January 1, 2019.2020.  

Cash compensation: For services provided in 2019,2020, each non-employee director will receive, paid on a quarterly basis for quarters served, an annual retainer of $40,000.$50,000. The chair of the Board will be entitled to an additional retainer premium in the amount of $35,000, for a total annual cash retainer of $85,000.  The chair of the Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, and Science and Technology Committee will receive an additional annual retainer of $20,000, $15,000, $10,000 and $15,000, respectively, paid on a quarterly basis for quarters served. Additionally, each member of the Audit Committee, Compensation Committee, Nominating and Governance Committee, and Science and Technology Committee will receive an additional annual retainer of $10,000, $10,000, $7,500 $5,000 and $7,500$10,000, respectively, paid on a quarterly basis for quarters served.

In addition, the chair of the Board will receive an additional one-time annual retainer of $70,000, payable 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, as well as continued expected time and attention in 2020.

Annual award for continuing directors: Continuing directors elected at our 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 $150,000.$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.

Inducement 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 shall be subject to the terms and conditions of the 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).

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. 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.





EXECUTIVE OFFICERS

The following table sets forth the name, age as of March 18, 201916, 2020 and position of the individuals who currently serve as the executive officers of Kadmon Holdings, Inc. The following also includes certain information regarding our officers’ individual experience, qualifications, attributes and skills. Each executive officer shall serve until his or her successor is elected and qualified.



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 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, 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.

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.

John Ryan, Ph.D., M.D. Dr. Ryan has been our Executive Vice President, Chief Medical Officer since 2011. 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.

Steven Meehan. Mr. Meehan was appointed as our Executive Vice President, Chief Financial Officer (CFO) in February 2019. Prior to being named CFO, Mr. Meehan served as a director on our Board since 2017. Mr. 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 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. Mr. Meehan holds a B.S. in Business Administration/Finance from the University of Massachusetts at Lowell.

John Ryan, Ph.D., M.D. Dr. Ryan has been our Executive Vice President, Chief Medical Officer since 2011. 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.

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.

Named Executive Officers

This section discusses the material components of the executive compensation program for our named executive officers who are named in the “Summary Compensation Table” below. Our named executive officers for the year ended December 31, 2018,2019, which consisted of our principal executive officer and two other most highly‑highly compensated executives, are:

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.”

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, 20182019 and 2017.2018.





Narrative Disclosure to 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 servedserves as our Executive Vice President, Chief Financial Officer, until his resignation on October 24, 2018, and Mr. GordonMoss 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. PoukalovMeehan and GordonMoss are each eligible to receive certain severance benefits in specified circumstances.

Pursuant to Dr. Harlan W. Waksal’s employment agreement in effect until January 1, 2020, he iswas entitled to a base salary of $500,000 and iswas guaranteed to receive an annual bonus of $500,000, plus an additional merit‑based bonus amount as shallwas to be determined by the Compensation Committee of our Board, in its discretion. On November 19, 2019, we entered into an employment agreement, effective January 1, 2020 with Dr. Harlan W. Waksal, which supersedes and replaces Dr. Waksal’s prior employment agreement. Pursuant to this revised employment agreement, Dr. Waksal will receive an annual base salary of $600,000. Dr. Waksal will also be eligible for a year-end bonus with a target of 60% of his annual base salary, with such amount to be determined by the termsCompensation Committee of their respectiveour Board, in its discretion.

Pursuant to Mr. Steven Meehan’s employment agreements, Messrs. Poukalov and Gordon are eachagreement, he is entitled to a base salary of $400,000$500,000 and are guaranteedis eligible for a year-end bonus with a target of 40% of his annual base salary, with such amount to receive anbe determined by the Compensation Committee of our Board, in its discretion.

Pursuant to Mr. Gregory S. Moss’ employment agreement, he is entitled to a base salary of $450,000 and is eligible for a year-end bonus with a target of 35% of his annual bonus of $200,000, plus an additional merit‑based bonusbase salary, with such amount as shallto be determined by the Compensation Committee of our Board, in its discretion.

We expect that the base salaries for theour named executive officers will be reviewed periodically by the Board and/or the Compensation Committee, withand we expect any adjustments expected 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. WaksalMessrs. Meehan or Mr. GordonMoss without causeCause 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 Mr. GordonMessrs. Meehan or Moss with causeCause or they resign without good reason,Good Reason, then they will not be entitled to receive severance benefits.

In connection with Mr. Poukalov’s resignation on October 24, 2018, we entered into a Separation Agreement and General Release, dated as of November 30, 2018, pursuant to which he will be entitled to receive (i) continued payment of his then current base salary and guaranteed annual bonus for a period of 12 months (or, if sooner, until he 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 and (B) the date he becomes employed by another entity or individual (and not self employed).

20182019 Annual Performance‑Based Compensation and Bonuses

In 2018,2019, Dr. Harlan W. Waksal and Messrs. Poukalov and Gordon earned a guaranteed bonus of $500,000, $167,692$500,000. In 2019, Messrs. Meehan and $200,000,Moss earned discretionary, performance based bonuses of $260,000 and $205,000, respectively.

Long-Term Incentive Awards

In 2014 and 2015, Dr. Harlan W. Waksal Messrs. Poukalov and GordonMr. Moss received, in aggregate, 750, 1,000 and 1,300200 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 IPOour 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 IPOinitial public offering price of $12.00 per share, the number of shares underlying the awards to Dr. Waksal and Messrs. Poukalov and GordonMr. Moss are 267,543 356,724 and 463,74171,345 shares, respectively, and such awards may be settled in stock or cash.

The EAR units vestvested in 2016 and are payable upon the earliest of any of the following events: (a) the expiration date of December 16, 2024, (b) the date of a Change in Control prior to December 16, 2024, or (c) if and when the fair market value of each EAR unit exceeds 333.0%the Company’s common stock exceeding 333% of the $6.00 grant price, ($20.00)or $20.00, per share prior to December 16,7, 2024. The EAR units are also payable upon a change in control where the acquisition price of 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 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.

Stock Option Awards

Each of our named executive officers hold stock options granted prior to the IPO under our 2011 Equity Incentive Plan (the “2011 Plan”), with an exercise price of $12.00. Dr. Harlan W. Waksal’s initial awardIn December 2018, Mr. Moss was granted in connection with his hiring in December 2014, and vested in three substantially equal installments on December 31, 2015, August 4, 2016 and August 4, 2017. Messrs. Poukalov and Gordon were granted stock options in December 2015under our Amended and Restated 2016 Equity Plan (the “2016 Equity Plan”) with a strike price of $12.00,$2.47, which vest in full on the first anniversary of the grant date. In February 2019, Mr. Meehan was granted 400,000 stock options under the 2016 Equity Plan with a strike price of $2.17, which vest in three ratable installments on each anniversary of the grant date through December 31, 2018.February 8, 2022. In connection with the IPO in July 2016, the 2011 PlanAugust 2019, Mr. Moss was merged with and into the 2016 Equity Incentive Plan (the “2016 Equity Plan”) and no new awards were granted under the 2011 Plan.

In connection with the IPO, Dr. Harlan W. Waksal received an award300,000 stock options under the 2016 Equity Plan with a strike price of $12.00 in light of dilution to his grant at hiring in order to increase the number of shares subject to his original option grant at his time of hire. In consideration for this new stock option award, Dr. Harlan W. Waksal committed to perform an additional year of service, through August 7, 2018. Following the IPO, Messrs. Poukalov and Gordon were granted stock options in December 2016 under the 2016 Equity Plan with a strike price of $4.66,$2.14, which vest in three ratable installments on each anniversary of the grant date through December 31, 2019.August 30, 2022. In December 2018, Mr. GordonNovember 2019, Dr. Waksal was granted 1,350,000 stock options under the 2016 Equity Plan with a strike price of $2.47,$4.15, which vestsvest in fullthree ratable installments on the firsteach anniversary of the grant date.date through November 19, 2022. Any unvested stock options will vest upon a termination of their service. Upon a change in control, the Compensation Committee retains the discretion to accelerate the vesting of outstanding awards.

 

Stock Appreciation Rights

The Compensation Committee of our Board granted 655,000, 205,000 and 180,000 stock appreciation rights (“SARs”) under our 2016 Equity Plan to Dr. Harlan W. Waksal and Messrs. Poukalov and Gordon, respectively, on December 8, 2017. Each SAR entitles the holder to receive an amount in cash or common stock equal to the difference between the fair market value of our common stock on the exercise date and the strike price of $3.64. Each SAR grant vests in three ratable installments on each anniversary of the grant date through December 8, 2020. Any unvested SARs will be forfeited upon a termination of their service (other than death or disability). In the event of a change in control, any unvested SARs will immediately vest and become exercisable.

2018 Performance Option Awards

On April 3, 2018, the Company granted 1,597,500 nonqualified performance-based stock options (“Performance Options”) to Dr. Harlan W. Waksal and Messrs. Poukalov and Gordon (each, a “Grantee”), which represents the maximum number of Performance Options that may be earned if all three performance milestones (each, a “Performance Goal”) are achieved during the three-year period following the Grant Date (the “Performance Period”), as described below. If two of the three Performance Goals are achieved during the Performance Period, two-thirds of the Performance Options may be earned (the “Target” number of Performance Options), and if one of the three Performance Goals are achieved during the Performance Period (the minimum performance threshold for the Performance Options), one-third of the Performance Options is earned. In addition to the achievement of the Performance Goals, the Performance Options are also subject to time-based vesting requirements. Each Performance Option was granted with an exercise price of $4.06 per share and does not contain any voting rights.

The Performance Options may be earned based on the achievement of three separate Performance Goals related to the Company’s operating and research and development activities during the Performance Period, subject to the Grantee’s employment through the achievement date. If no Performance Goals are achieved during the Performance Period, the Performance Options will be forfeited. Any Performance Options earned upon the achievement of a Performance Goal will generally vest in three equal installments on specified vesting dates between the date of achievement of the Performance Goal and the third anniversary of the Grant Date based on continued employment; provided, that, if the relevant achievement date for a Performance Goal occurs after the second anniversary of the Grant Date, the full vesting of the Options earned will occur on the one year anniversary of the date of achievement of the applicable Performance Goal. As of the Record Date of March 18, 2019, the achievement of the first and second Performance Goals has been ratified by the Compensation Committee. Upon Mr. Poukalov’ s resignation, the Performance Options granted to him were forfeited as no portion of the awards had vested as of the date of his resignation.

Unvested Performance Options will be forfeited upon the Grantee’s termination of employment, unless the Grantee is terminated without cause or resigns for good reason or due to the Grantee’s death or disability, in which case earned but unvested Performance Options will accelerate and vest (and unearned Performance Options will be forfeited). If the Grantee is terminated for cause, all Performance Options, whether earned, unearned, vested or unvested, will be forfeited. If a change in control (as defined in the 2016 Equity Plan) occurs during the Performance Period, the Target number of Performance Options will be deemed earned (if not previously earned), and any unearned Performance Options will be forfeited. In addition, following a change in control (whether such change in control occurs within or after three years following the Grant Date), and subject to the terms of the 2016 Equity Plan, Performance Options earned upon such change in control will vest on the first anniversary of the change in control based on continued employment, and any Performance Options earned prior to the change in control will vest no later than the first anniversary of the change in control based on continued employment; provided, that, in each case, any unvested Performance Options will vest upon a Grantee’s earlier termination by the Company without cause or resignation for good reason. 

Outstanding Equity Awards at December 31, 20182019

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.

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Equity and Other Incentive Compensation Plans

In this section we describe our 2011 Equity Incentive Plan, as amended to date  (the “2011 Equity Plan”), our 2014 Long‑Term Incentive Plan, as amended to date (the “2014 LTIP”), our Amended and Restated 2016 Equity Incentive Plan as amended to date (the “2016 Equity Plan”), and our Amended and Restated 2016 Employee Stock Purchase Plan as amended to date (the “2016 ESPP”). Prior to our IPO, we granted awards to eligible participants under the 2011 Equity Plan and 2014 LTIP. Following the closing of our IPO, we have granted awards to eligible participants under the 2016 Equity Plan.

2016 Equity Incentive Plan

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 common stock were initially authorized and reserved for issuance under the 2016 Equity Plan. ThisAt the direction of the Compensation Committee of the Board, this reserve automatically increased to 8,523,147 on January 1, 2017, automatically increased to 11,668,905 on January 1, 2018, automatically increased to 16,194,138 on January 1, 2019, increased to 21,785,738 on January 1, 2020 and will automatically 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. This reserve will be increased to include any shares issuable upon exercise of options granted under the 2011 Equity Incentive 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 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 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:

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 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 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 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.

2016 Employee Stock Purchase Plan

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 automaticallyat the direction of the Compensation Committee of the Board increased to 1,801,180 on January 1, 2017, and automatically 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, 2019.2019 and on January 1, 2020. Our 2016 ESPP provides for annual increases in the number of shares available for issuance under the 2016 ESPP 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 cancelled 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 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 $2,083.33 by the fair market value of a share of our common stock on the first day of the offering period 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.

2014 Long Term Incentive Plan

The 2014 LTIP was adopted in May 2014 and last amended in February 2016. Under the 2014 LTIP, the Board 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 at IPO) including the following types of awards:

The EAR units vested in 2016 and 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 units are also payable upon a change in control where the acquisition price of 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 daydate 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 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 prior to the IPO. Upon the effectiveness of theour 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 and, any new awards will be issued under the 2016 Equity Incentive Plan. The Company granted 9,750 EAR units in 2014 and 2015. No additional LTIP awards have been issued since 2015.

401(k) Retirement Plan 

We maintain a 401(k) retirement plan that is intended to be a 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 $18,500$19,000 in 2018,2019, 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” contributions, which in 20182019 may be up to an additional $6,000 above the statutory limit. We have an obligation to match 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. No employer matching contributions were made to our named executive officers for the years ended December 31, 20182019 and 2017.2018.

Rule 10b5-1 Sales Plans

Our directors and executive officers may adopt written plans, known as Rule 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 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 plan when they are not in possession of material, nonpublic information.

Equity Compensation Plan Information

The following table provides certain information as of December 31, 2018,2019, with respect to all of our equity compensation plans in effect on that date.





INFORMATION ABOUT STOCK OWNERSHIP

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of March 18, 201916, 2020 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 126,909,522159,830,774 shares of our common stock issued and outstanding on March 18, 2019.16, 2020. This table is based upon information supplied by officers, directors and principal stockholders and 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.