Compensation of Directors
During the fiscal year ended December 31, 2017.
Compensation of Directors
During our fiscal year ended December 31, 2017,2022, we paid cash compensation to our non-employee directors. All of our non-employee directors also received awards under the 2014 Equity Incentive Plan. The following table sets forth information concerning compensation for services rendered by our non-employee directors (other than our Chief Executive Officer who is also Chairman of the Board of Directors) for the fiscal year ended December 31, 2017:
2022:
| | | | | | | | |
| | Fees earned or paid in | | Option | | Stock | | Total compensation |
Name | | cash ($) (1) | | Awards ($) (2) | | Awards ($) (3) | | ($) |
Enrique J. Carrazana, M.D. | | 48,750 | | 207,445 | (4) | 34,485 | (8) | 290,680 |
Michael R. Dougherty | | 45,417 | | 156,800 | (5) | 11,070 | (9) | 213,287 |
Seth H.Z. Fischer Chair, Compensation Committee | | 48,125 | | 147,350 | (6) | 5,445 | (8) | 200,920 |
Tim M. Mayleben Lead Independent Director; Chair, Audit Committee | | 68,750 | | 147,350 | (7) | 5,445 | (8) | 221,545 |
Nicole Vitullo Chair, Nominating Committee | | 55,000 | | 147,350 | (7) | 5,445 | (8) | 207,795 |
| | | | | | | | | | |
| | Fees earned or | | | | Expiration of | | | | Total |
| | paid in | | Option | | Option | | Stock | | compensation |
Name | | cash ($) (1) | | Awards ($) (2) | | Awards | | Awards ($) (3) | | ($) |
Charles Austin (4) | | 60,000 | | 107,040 | (4) | 01/15/2031 | | 28,600 | | 195,640 |
Santiago Arroyo, M.D., Ph.D. (5) | | 43,472 | | 107,040 | (5) | 07/01/2031 | | 28,600 | | 179,112 |
Michael R. Dougherty (6) | | 56,514 | | 107,040 | (6) | 01/15/2031 | | 28,600 | | 192,154 |
Elan Ezickson (7) | | 65,000 | | 107,040 | (7) | 01/15/2031 | | 28,600 | | 200,640 |
Seth H.Z. Fischer (8) | | 53,833 | | 107,040 | (8) | 01/15/2031 | | 28,600 | | 189,473 |
Tim M. Mayleben (9) | | 74,667 | | 107,040 | (9) | 01/15/2031 | | 28,600 | | 210,307 |
Saraswathy V. Nochur, Ph.D. (10) | | 58,167 | | 107,040 | (10) | 03/22/2031 | | 28,600 | | 193,807 |
Nicole Vitullo (11) | | 71,729 | | 107,040 | (11) | 01/15/2031 | | 28,600 | | 207,369 |
Christine Silverstein (12) | | — | | — | (12) | — | | — | | — |
| (1) | (1)
| | This column reports director fees earned with respect to services performed by the director during the year ended December 31, 2017. Payments for the prorated annual fee for the fourth quarter of 2017 were paid in 2018. 2022. |
| (2) | (2)
| | This column represents the aggregate grant date fair value of options to purchase shares of common stock granted to each director in 2017,2022, computed in accordance with FASB ASC Topic 718. |
| (3) | (3)
| | This column represents the grant-dateaggregate grant date fair value of restricted stock units granted to each director in 2017,2022, computed in accordance with FASB ASC Topic 718. |
| (4) | (4)
| | As of December 31, 2017,2022, this director held options to purchase 170,45253,875 shares of common stock. |
| (5) | This director resigned from our Board effective November 13, 2022. As of December 31, 2022, this former director held options to purchase 45,375 shares of common stock. |
| (6) | This director resigned from our Board effective November 13, 2022. As of December 31, 2022, this former director held options to purchase 76,625 shares of common stock, which includesincluded the acceleration of vesting related to options to purchase 81,0005,157 shares of common stock received under a consulting agreement. See “Certain Relationships and Related Party Transactions” for more information.the related extension of the exercise period from three months to twelve months from termination date pursuant to the termination agreement between the director and us. |
| (7) | (5)
| | As of December 31, 2017,2022, this director held options to purchase 56,00053,875 shares of common stock. |
| (8) | (6)
| | As of December 31, 2017,2022, this director held options to purchase 60,90077,850 shares of common stock. |
| (9) | (7)
| | As of December 31, 2017,2022, this director held options to purchase 65,50079,000 shares of common stock. |
| (10) | (8)
As of December 31, 2022, this director held options to purchase 45,375 shares of common stock. |
| (11) | | Represents 4,500 restrictedThis director resigned from our Board effective November 13, 2022. As of December 31, 2022, this former director held options to purchase 91,500 shares of common stock, allwhich included the acceleration of which vest on August 3, 2017.
|
| (9)
| | Represents 9,000 restrictedvesting related to options to purchase 5,157 shares of common stock alland the related extension of which vest on September 6, 2017.
the exercise period from three months to twelve months from termination date pursuant to the termination agreement between the director and us. |
| (12) | This director was appointed in January 2023. As of December 31, 2022, this director held no options to purchase shares of common stock. |
Non-Employee Director Compensation in 2022
As a part of our annual review of director compensation, our Compensation Committee reviewed data provided by Pearl Meyer, and approved certain market-based increases in cash compensation to be effective in 2022, including increases in: (i) the annual cash retainer for members of the Compensation Committee; and (ii) the annual cash retainer for the Audit Committee Chair. Additionally, to align director equity awards to the equity award mix provided to the executive officers, the Board approved a change to the equity instrument mix for directors to include both stock options and restricted stock unit awards.
Our 2022 board compensation was as follows:
| ● | an annual cash retainer of $77,500 for the Chair of our Board; |
| ● | an annual cash retainer of $25,000 for our Lead Independent Director effective upon his appointment in November 2022 in addition to the annual retainer for non-employee directors; |
| ● | an annual cash retainer of $45,000 for all other members of our Board; |
| ● | an additional cash retainer of $20,000 for our Audit Committee Chair, $15,000 for our Compensation Committee Chair; $10,000 for our Nominating Committee Chair; and $10,000 for our Science & Technology Committee Chair; |
| ● | an additional cash retainer of $10,000 for members of our Audit Committee, $7,500 for members of our Compensation Committee; $5,000 for members of our Nominating Committee; and $5,000 for members of our Science & Technology Committee; |
| ● | for the new members of our Board, an initial equity grant of options to purchase 24,750 shares of our common stock vesting monthly in thirty-six equal installments over three years and a restricted stock unit grant for 5,500 shares of our common stock vesting annually in three equal installments; and |
| ● | for all members of our Board, an annual equity grant of options to purchase 12,375 shares of our common stock vesting monthly in twelve equal installments over one year and a restricted stock unit grant for 2,750 shares of common stock vesting in full on the first annual anniversary of the grant date. |
Our directors are also entitled to reimbursement for reasonable travel and lodging expenses for attending Board and Committee meetings.
Non-Employee Director Compensation in 2023
As part of our annual review of director compensation, our Compensation Committee reviewed data provided by Pearl Meyer and determined that the 2023 cash compensation should remain consistent with the cash compensation for non-employee directors in 2022. Additionally, the Board approved cash compensation for the role of Lead Independent Director which was set at an annual cash retainer of $25,000 in addition to the annual retainer for all non-employee directors. The Board approved an increase in the equity compensation for non-employee directors as follows:
| ● | for the new members of our Board, an initial equity grant of options to purchase 32,400 shares of our common stock vesting monthly in thirty-six equal installments over three years and a restricted stock unit grant for 7,200 shares of common stock vesting annually in three equal installments; and |
| ● | for all members of our Board, an annual equity grant of options to purchase 16,200 shares of our common stock vesting monthly in twelve equal installments over one year and a restricted stock unit grant for 3,600 shares of our common stock vesting in full on the first annual anniversary of the grant date. |
Our directors are also entitled to reimbursement for reasonable travel and lodging expenses for attending Board and Committee meetings.
TRANSACTIONS WITH RELATED PARTIESCERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Since January 1, 2017,2021, there have been no transactions, to which we have been a party, in which the amount involved in the transaction or series of related transactions exceeded the lesser of $120,000 and one percent of the average of our total assets at year-end for the last two completed fiscal years, and in which any of our directors, executive officers or to our knowledge, beneficial owners of more than 5.0%5% of our capitalcommon stock or an affiliate or immediate family member thereof, had or will have a direct or indirect material interest, other than employment,
compensation, termination, indemnification and change in control arrangements with our named executive officers, which are described under “Executivethe “Executive and Director Compensation.Compensation”
Our Audit Committee is responsible for the review, approval and ratificationsection of related person transactions. The audit committee will review these transactions under our Code of Conduct, which will govern conflicts of interests, among other matters, and will be applicable to our employees, officers and directors. See "Management—Audit Committee" for additional information regarding related-party transactions.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our directors and executive officers, and any persons who beneficially own more than 10% of our stock, to file with the SEC initial reports of ownership and reports of changes in ownership in our stock. Such persons are required by SEC regulations to furnish to us copies of all Section 16(a) forms they file. As a matter of practice, our administrative staff assists our directors and officers in preparing and filing such reports with the SEC.
To our knowledge, based solely on our review of copies of the reports received by us and written representations by these persons, no such persons failed to file reports under Section 16(a) on a timely basis.
this Proxy Statement.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER
EQUITY COMPENSATION PLANS AT DECEMBER 31, 2017
2022
| | | | | | | | |
| | | | | | | Number of securities | |
| | | | | | | remaining available for | |
| | Number of securities to | | Weighted-average | | future issuance under equity | |
| | be issued upon exercise of | | exercise price of | | compensation plans | |
| | outstanding options, | | outstanding options, | | (excluding securities | |
| | | | | | | | | |
| | | | | | | | Number of securities remaining available | |
| | | Number of securities to | | Weighted-average | | for future issuance under equity | |
| | | be issued upon exercise of | | exercise price of | | compensation plans | |
| | | outstanding options, | | outstanding options, | | (excluding securities | |
Plan category | | warrants and rights | | warrants and rights | | reflected in column (a)) | | warrants and rights | | warrants and rights | | reflected in column (a)) | |
| | (a) | | | (b) | | (c) | |
| | | (a) | | (b) | | (c) | |
Equity compensation plans approved by security holders | | 3,754,320 | | $ | 5.22 | | 187,100 | | 4,398,692 | (1) | $ | 11.21 | (2) | 975,646 | (3) |
Equity compensation plans not approved by security holders | | — | | | — | | — | | 2,003,503 | (4) | $ | 10.22 | (5) | — | |
Total | | 3,754,320 | | $ | 5.22 | | 187,100 | | 6,402,195 | | | | | 975,646 | |
| (1) | Represents (i) 3,755,239 shares of our common stock issuable upon exercise of outstanding stock options and 642,876 restricted stock units issued under our 2014 Plan and (ii) 577 shares of our common stock issuable upon exercise of outstanding stock options under our 2005 Equity Incentive Plan (“2005 Plan”). Our 2014 Plan has been approved by our stockholders and we are no longer making grants under our 2005 Plan. |
| (2) | Represents the weighted-average exercise price of 3,755,816 outstanding stock options. |
| (3) | Represents shares of common stock reserved for issuance under our 2014 Plan. In addition, the number of shares of our common stock that may be issued pursuant to grants under the 2014 Plan and the number of shares of our common stock that may be issued under the 2014 Plan as incentive stock options shall be increased annually on January 1 of each year until the expiration of the 2014 Plan by a number equal to the least of (i) 10,000,000 shares of our common stock, (ii) an amount equal to 4% of the total number of shares of our capital stock outstanding on such date, calculated on a common-equivalent basis, and (iii) an amount determined by our Board. |
| (4) | Represents 1,974,403 shares of our common stock issuable upon exercise of outstanding stock options and 29,100 restricted stock units issued as inducement grants. These stock options and restricted stock units are generally subject to the same terms and conditions as those awarded pursuant to the 2014 Plan. |
| (5) | Represents the weighted-average exercise price of 1,974,403 outstanding stock options issued as inducement grants. |
PROPOSAL 1: ELECTION OF CLASS I DIRECTORS
Our Board consists of a number of members as established by the majority vote of the Board. The number of directors that presently constitute the entire Board is six. Upon election of the two nominees for Class I director below at the Annual Meeting, our Board will continue to consist of six members. Under our charter, our Board is divided into three classes, with each class having as nearly as possible an equal number of directors. The term of one class expires, with their successors being subsequently elected to a three-year term, at each annual meeting of stockholders. The Board is comprised of two Class I directors, whose initial term expires on the election and qualification of successor directors at the annual meeting of stockholders held in calendar year 2018. At the Annual Meeting, if elected, the two Class I director nominees named in this Proxy Statement will hold office for three years until their successors are elected and qualified or until the director’s death, removal or resignation. The Board has nominated Christopher M. Cashman and Michael R. Dougherty for election as a Class I Director at the Annual Meeting. Upon the adjournment of our 2018 Annual Meeting of Stockholders, the Board will be composed of two Class I directors, whose term expires on the election and qualification of successor directors at the annual meeting of stockholders held in calendar year 2021 or until his or her death, removal or resignation, two Class II directors, whose term expires on the election and qualification of successor directors at the annual meeting of stockholders held in calendar year 2019 or until his or her death, removal or resignation, and two Class III directors, whose term expires on the election and qualification of successor directors at the annual meeting of stockholders held in calendar year 2020 or until his or her death, removal or resignation
Listed above under the caption “Board of Directors” are the names and biographical information of Christopher M. Cashman and Michael R. Dougherty, the two nominees for Class I director, as well as the current Class II and Class III directors. The persons designated as proxies in the accompanying proxy card intend to vote “FOR” such nominees, unless a contrary instruction is indicated on the proxy card. If for any reason any nominee should become unavailable for election, the persons designated as proxies in the proxy card may vote the proxy for the election of another person nominated as a substitute by the Board, if any person is so nominated. The nominees are currently directors and have consented to be named and have agreed to serve, if elected.
Recommendation of the Board
The Board recommends a vote “FOR” the election of Christopher M. Cashman and Michael R. Dougherty to the Board as Class I directors.
PROPOSAL 2: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
KPMG LLP audited our financial statements as of and for the years ended December 31, 2017 and 2016. The Audit Committee of our Board has selected KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018. We are submitting our selection of KPMG LLP as our independent registered public accounting firm for ratification by our stockholders at the Annual Meeting. We expect that one or more representatives of KPMG LLP will be present at the Annual Meeting. They will have an opportunity to make a statement, if they desire, and will be available to answer appropriate questions at the end of the Annual Meeting. The Audit Committee has the sole authority and responsibility to select, appoint, evaluate and, where appropriate, discharge and replace KPMG LLP as our independent registered public accounting firm, and the selection of the Company’s independent registered public accounting firm is not required to be submitted to a vote of the stockholders for ratification. Notwithstanding the outcome of the vote by the stockholders of the Company, the Audit Committee is not bound to retain the independent registered public accounting firm or to replace the independent registered public accounting firm, where, in either case, after considering the outcome of the vote, the Audit Committee determines its decision regarding the independent registered public accounting firm to be in the best interests of the Company.
The following table sets forth the aggregate fees billed by KPMG LLP as described below:
| | | | | | |
Fee Category: | | 2017 | | 2016 |
Audit Fees | | $ | 429,845 | | $ | 285,000 |
Audit-Related Fees | | | — | | | — |
Tax Fees | | | — | | | — |
All Other Fees | | | — | | | — |
Total Fees | | $ | 429,845 | | $ | 285,000 |
Audit Fees: Consists of fees billed for professional services rendered in connection with quarterly reviews and the audit of our financial statements as of and for the years ended December 31, 2017 and 2016. Also consists of fees billed for services rendered in connection with the issuance of consents, comfort letters and review of documents filed with the SEC.
Audit-Related Fees: There were no fees billed in 2017 or 2016 for any services other than those reported above.
Tax Fees: There were no fees billed in 2017 or 2016 for any services other than those reported above.
All Other Fees: There were no fees billed in 2017 or 2016 for any services other than those reported above.
All of the above services were approved by the Audit Committee.
In accordance with the Sarbanes-Oxley Act of 2002, as amended, the Audit Committee’s policy is to pre-approve all audit and non-audit services provided by our independent registered public accounting firm. On an ongoing basis, management defines and communicates specific projects and categories of service for which the advance approval of the Audit Committee is requested. The Audit Committee reviews these requests and advises management if the Audit Committee approves the engagement of our independent registered public accounting firm for such services. The Audit Committee has also delegated authority to the Chairman of the Audit Committee, and if the Chairman of the Audit Committee is unavailable, to any other Audit Committee member, to pre-approve permitted services. Any such pre-approval must be reported to the Audit Committee at its next meeting.
Recommendation of the Board
The Board recommends a vote “FOR” the ratification of the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018.
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR 20182024
ANNUAL MEETING OF STOCKHOLDERS
Stockholders intendingPursuant to presentRule 14a-8 under the Exchange Act, proposals of stockholders intended to be presented at our 2024 Annual Meeting of Stockholders tomust be held in 2019 and intending to have such proposals included in our next proxy statement must send their proposals toreceived by our Secretary, in writing, at Marinus Pharmaceuticals, Inc., 170 N.5 Radnor Chester Rd,Corporate Center, Suite 250,500, 100 Matsonford Road, Radnor, PennsylvaniaPA 19087; Attention: Secretary, pursuant to Rule 14a-8 promulgated under the Exchange Act for inclusion in our proxy statement and form of proxy for our 2019 Annual Meeting of Stockholders and must be received by us not later than November 6, 2018.December 13, 2023. If, however, the date of our 20192024 Annual Meeting of Stockholders will be onis more than 30 calendar days earlier or before March 11, 2019 or on or afterlater than May 13, 2019,24, 2024, then the deadline will be a reasonable time before we begin to print and send out our proxy materials. The dates referenced below with respect to proposing an item of business at our 20192024 Annual Meeting of Stockholders will not affect any rights of stockholders to request inclusion of proposals in our proxy statement pursuant to Rule 14a-8 of the Exchange Act.
In addition, under our bylaws,Bylaws, a stockholder of record on the date of the giving of the written notice to introduce a nomination or to propose an item of business must follow certain procedures to nominate persons for election as directors or to introduce an item of business at an Annual Meeting of Stockholders. These procedures provide that a nomination for director nominee(s)director(s) and/or an item of business to be introduced at an Annual Meeting of Stockholders must be submitted in writing to our Secretary at our offices at Marinus Pharmaceuticals, Inc., 170 N.5 Radnor Chester Rd,Corporate Center, Suite 250,500, 100 Matsonford Road, Radnor, PennsylvaniaPA 19087. We must receive written notice of your intention to introduce a nomination or to propose an item of business at our 20192024 Annual Meeting:Meeting of Stockholders no earlier than the close of business on December 13, 2023, and no later than the close of business on January 12, 2024. However, if the date of our 2024 Annual Meeting of Stockholders is more than 30 calendar days earlier or later than May 24, 2024, then we must receive such notice no earlier than the close of business on the 120th day prior to the 2024 Annual Meeting of Stockholders and not later than the close of business on the later of (A) the 90th day prior to the 2024 Annual Meeting of Stockholders or (B) the 10th day following the day on which public announcement of the date of the 2024 Annual Meeting of Stockholders is first made. In the case of an election of directors at a special meeting of stockholders, we must receive such notice not later than the close of business on the later of (x) the 90th day prior to such special meeting or (y) the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by our Board to be elected at such meeting.
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| | after November 6, 2018, but before December 6, 2018; or
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| | if the 2019 Annual Meeting will be held be on or before March 11, 2019 or on or after May 13, 2019, then no earlier than the close of business on the 120th day prior to the 2019 Annual Meeting and not later than the close of business on the later of (A) the 90th day prior to the 2019 Annual Meeting and (B) the 10th day following the day on which notice of the date of the 2019 Annual Meeting was mailed or public disclosure of the date of such annual meeting was made, whichever first occurs; or (ii) in the case of an election of directors at a special meeting of stockholders, provided that our Board, or such person or persons requested by a majority of our Board to call special meetings, has determined that directors shall be elected at such special meeting and provided further that the nomination made by the stockholder is for one of the director positions that our Board, or such person or persons requested by a majority of our Board to call special meetings, as the case may be, has determined will be filled at such special meeting, not earlier than the 120th day prior to such special meeting and not later than the close of business on the later of (x) the 90th day prior to such special meeting and (y) the 10th day following the day on which notice of the date of such special meeting was mailed or public disclosure of the date of such special meeting was made, whichever first occurs.
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In addition to satisfying the foregoing advance notice requirements under our Bylaws, to comply with the universal proxy rules under the Exchange Act, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide written notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 25, 2024, which is 60 days prior to the one-year anniversary of the Annual Meeting.
Any such notice must include all of the information required to be in such notice pursuant to our bylawsBylaws filed with the SEC.
ANNUAL REPORT
A copy of our 2022 Annual Report to Stockholders, consisting of our Annual Report on Form 10-K for the year ended December 31, 2022, has been made available or mailed concurrently with this Proxy Statement, without charge, to our stockholders entitled to notice of and to vote at the Annual Meeting, provided that we have not included the exhibits to the Form 10-K. We will provide copies of the exhibits to the Form 10-K upon request by eligible stockholders, provided that we may impose a reasonable fee for providing such exhibits, which is limited to our reasonable expenses. Requests for copies of such exhibits should be mailed to our Secretary, Martha E. Manning, Esq., at Marinus Pharmaceuticals, Inc. 5 Radnor Corporate Center, Suite 500, 100 Matsonford Road, Radnor, PA 19087.
ANNUAL REPORT
A copy of our Annual Report is available to our stockholders with this Proxy Statement as described in the Notice of Internet Availability. A paper copy can be requested at no charge by following the instructions in the Notice of Internet Availability.
DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS
Some banks, brokersWe have adopted a procedure, approved by the SEC, called “householding.” Under this procedure, stockholders of record who have the same address and other nominee record holders may participate in the practice of “householding” proxy statements, annual reports and notices of Internet availability of proxy materials. This means thatlast name will receive only one copy of our Notice and, if applicable, a printed version of this Proxy Statement and our Annual Report, may have been sentunless we are notified that one or more of these stockholders wishes to continue receiving individual copies. This procedure will reduce our printing costs and postage fees.
If you are eligible for householding, but you and other stockholders of record with whom you share an address currently receive multiple stockholderscopies of the Notice, or if you hold our stock in more than one account, and in either case you wish to receive only a single copy of the Notice for your household. We will promptly deliverhousehold, please contact our Corporate Secretary, Martha E. Manning, Esq., at Marinus Pharmaceuticals, Inc. 5 Radnor Corporate Center, Suite 500, 100 Matsonford Road, Radnor, PA 19087; telephone: (484) 801-4670. If you participate in householding and wish to receive a separate copy of any such documents to youthe Notice, or if you write or call our Secretary, Edward F. Smith, at Marinus Pharmaceuticals, Inc. 170 N. Radnor Chester Rd, Suite 250, Radnor, Pennsylvania 19087; telephone: (484) 801-4670.
If you wantdo not wish to continue to participate in householding and prefer to receive separate copies of our Proxy Statement and Annual Reportthe Notice in the future, or if youplease contact our Corporate Secretary as indicated above.
If your shares are receiving multiple copies and would like to receive only one copy for your household, you should contact yourheld in street name through a broker, bank broker, or other nominee, record holder,please contact your broker, bank or nominee directly if you may contacthave questions, require additional copies of our Secretary,materials or wish to receive a single copy of such materials in writing, at the address listed above.future for all beneficial owners of shares of our common stock sharing an address.
Your vote is important. Even if you plan to attend the Annual Meeting, we urge you to submit your proxy or voting instructions as soon as possible.
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| By Order of the Board of Directors, |
| | |
| | /s/ Edward F. SmithMartha E. Manning |
| | Edward F. Smith, Martha E. Manning, Esq.
Senior Vice President, General Counsel, and Corporate Secretary
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April 11, 2023 | |
Radnor, Pennsylvania | Chief Financial Officer, Treasurer and Secretary
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| Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY E36318-P02577V12731-P90840 ! ! ! For All Withhold All For All Except For Against Abstain ! ! ! ! To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. MARINUS PHARMACEUTICALS, INC. 170 N. RADNOR CHESTER RD, SUITE 250 RADNOR, PA 19087 VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com Use2. Ratification of the Internet to transmit your voting instructions and for electronic deliveryappointment of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/MRNS2018 You may attend the Meeting via the Internet and vote during the Meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. MARINUS PHARMACEUTICALS, INC. 2. The ratification of KPMGErnst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018.2023. 3. Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers as disclosed in the proxy statement. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting. This proxy, when properly executed, will be voted as directed herein byMeeting or any adjournments or postponements thereof. 01) Tim M. Mayleben 02) Saraswathy V. Nochur, Ph.D. 03) Christine Silverstein 1. Election of three Class III Directors, each to serve until the undersigned stockholder. If no directionCompany's 2026 Annual Meeting of Stockholders or until such person's successor is made, this proxy will be voted FOR ALL NOMINEES in Proposal 1duly elected and FOR Proposal 2. 01) Christopher M. Cashman 02) Michael R. Dougherty 1. The election as Class I directors of the nominees listed below (except as marked to the contrary to the right).qualified: NOMINEES: THE BOARD OF DIRECTORS RECOMMENDS AYOU VOTE "FOR""FOR ALL" THE ELECTIONFOLLOWING NOMINEES. THE BOARD OF DIRECTORS AND "FOR" PROPOSAL 2. For address changes and/or comments, please check this box and write them on the back where indicated.RECOMMENDS YOU VOTE “FOR” THE FOLLOWING PROPOSALS: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. E36319-P02577MARINUS PHARMACEUTICALS, INC. ! ! ! ! ! ! MARINUS PHARMACEUTICALS, INC. 5 RADNOR CORPORATE CENTER, SUITE 500 100 MATSONFORD RD RADNOR, PA 19087 VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Daylight Time on May 23, 2023. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/MRNS2023 You may attend the Meeting via the Internet and vote during the Meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Daylight Time on May 23, 2023. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. SCAN TO VIEW MATERIALS & VOTEw |
| V12732-P90840 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com. MARINUS PHARMACEUTICALS, INC. Annual Meeting of Stockholders April 19, 2018May 24, 2023 9:30 a.m. Eastern Daylight Time This proxy is solicited byon behalf of the Board of Directors The undersigned hereby appoints Christopher M. CashmanScott Braunstein and Edward F. SmithMartha Manning as proxies for the undersigned, each with full power of substitution,to act alone and to appoint a substitute, to represent and vote as designated on the reverse side of this proxy, all the shares of Common Stock of Marinus Pharmaceuticals, Inc. held of record by the undersigned on February 20, 2018,March 27, 2023, at the Annual Meeting of Stockholders to be held via the Internet at www.virtualshareholdermeeting.com/MRNS2018,MRNS2023, on April 19, 2018, orMay 24, 2023 at 9:30 a.m., Eastern Daylight Time, and any adjournment or postponement thereof. Please sign, date and return the proxy in the envelope enclosed. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting.Meeting or any adjournments or postponements thereof. This proxy, when properly executed, will be voted as directed herein by the undersigned stockholder. If no such direction is made, this proxy will be voted FOR ALL NOMINEES in“FOR ALL” on Proposal No. 1 and FOR“FOR” on Proposal 2.Nos. 2 and 3. Continued and to be signed on the reverse side Address Changes/Comments: (If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.) |
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| The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. MARINUS PHARMACEUTICALS, INC. Annual Meeting of Stockholders April 19, 2018 This proxy is solicited by the Board of Directors The undersigned hereby appoints Christopher M. Cashman and Edward F. Smith as proxies, each with full power of substitution, to represent and vote as designated on the reverse side, all the shares of Common Stock of Marinus Pharmaceuticals, Inc. held of record by the undersigned on February 20, 2018, at the Annual Meeting of Stockholders to be held via the Internet at www.virtualshareholdermeeting.com/MRNS2018, on April 19, 2018, or any adjournment or postponement thereof. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting. This proxy, when properly executed, will be voted as directed herein by the undersigned stockholder. If no direction is made, this proxy will be voted FOR ALL NOMINEES in Proposal 1 and FOR Proposal 2. Continued and to be signed on the reverse side Address Changes/Comments: (If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)
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