| Sincerely, | |
 | |
 | |
| Jason Grenfell-Gardner | |
| President and Chief Executive Officer | |
TELIGENT, INC.
105 Lincoln Avenue, PO Box 687
Buena, New Jersey 08310
NOTICE OF 20172019 ANNUAL MEETING OF STOCKHOLDERS
TIME: 10:00 a.m. local time
DATE: May 18, 2017
PLACE: Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., 666 Third Avenue, NY, NY 10017
PURPOSES:
| 1. | To elect seven directors to serve one-year terms until the 2020 annual meeting; |
| 2. | To ratify the appointment of |
| 3. | To approve, by an advisory vote, the compensation of our named executive officers, as disclosed in this proxy statement; |
| 4. | To approve, by an advisory vote, the frequency of holding an advisory vote on compensation of our named executive officers; and |
| To transact such other business that is properly presented at the annual meeting and any adjournments or postponements thereof. |
WHO MAY VOTE:
You may vote if you were the record owner of Teligent, Inc.
common stock at the close of business on MarchAll stockholders are cordially invited to attend the annual meeting.
Whether you plan to attend the annual meeting or not, we urge you to vote and submit your proxy by the Internet, telephone or mail in order to ensure the presence of a quorum.You may change or revoke your proxy at any time before it is voted at the meeting.| BY ORDER OF THE BOARD OF DIRECTORS | |
 | |
 | |
| Damian Finio | |
| Chief Financial Officer and Corporate Secretary | |
TABLE OF CONTENTS
| PAGE | |
| Important Information About the Annual Meeting and Voting | |
| 33 | |
| Code of Conduct and Ethics | |
| 34 |
TELIGENT, INC.
105 Lincoln Avenue, PO Box 687
Buena, New Jersey 08310
PROXY STATEMENT FOR THE TELIGENT, INC.
2019 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 18, 2017
This proxy statement, along with the accompanying notice of 20172019 annual meeting of stockholders, contains information about the 20172019 annual meeting of stockholders of Teligent, Inc., including any adjournments or postponements of the annual meeting. We are holding the annual meeting at 10:00 a.m. local time, on May 18, 2017,21, 2019, at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., 666 Third Avenue, New York, NY 10017.
In this proxy statement, we refer to Teligent, Inc.
as “Teligent,” “the Company,” “we” and “us.”This proxy statement relates to the solicitation of proxies by our Board of Directors for use at the annual meeting.
On or about April 3, 2017,2019, we began sending the Important Notice Regarding the Availability of Proxy Materials to all stockholders entitled to vote at the annual meeting.meeting containing instructions on how to access our proxy statement for our 2019 annual meeting of stockholders and our 2019 annual report to stockholders.
| 1 |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
STOCKHOLDER MEETING TO BE HELD ON MAY 18, 2017
This proxy statement and our 20162019 annual report to stockholders are available for viewing, printing and downloading atwww.proxyvote.comwww.proxyvote.com..To view these materials, please have your 16-digit control number(s) available that appears on your Notice or proxy card. On this website, you can also elect to receive future distributions of our proxy statements and annual reports to stockholders by electronic delivery.
Additionally, you can find a copy of our Annual Report on Form 10-K, which includes our financial statements for the fiscal year ended December 31, 2016,2018, on the website of the Securities and Exchange Commission, or the SEC, atwww.sec.govwww.sec.gov,
| 2 |
Why is the Company Soliciting My Proxy? The Board of Directors of Teligent, Inc. is soliciting your proxy to vote at the We have made available to you on the Internet or have sent you this proxy statement, the Notice of Annual Meeting of Stockholders, the proxy card and a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, Why Did I Receive a Notice in the Mail Regarding the Internet Availability of Proxy Materials Instead of a Full Set of Proxy Materials? As permitted by the rules of the U.S. Securities and Exchange Commission, or the SEC, we may furnish our proxy materials to our stockholders by providing access to such documents on the Internet, rather than mailing printed copies of these materials to each stockholder. Most stockholders will not receive printed copies of the proxy materials unless they request them. We believe that this process should expedite stockholders’ receipt of proxy materials, lower the costs of the annual meeting and help to conserve natural resources. If you received a Notice by mail or electronically, you will not receive a printed or email copy of the proxy materials, unless you request one by following the instructions included in the Notice. Instead, the Notice instructs you as to how you may access and review all of the proxy materials and submit your proxy on the Internet. If you requested a paper copy of the proxy materials, you may authorize the voting of your shares by following the instructions on the proxy card, in addition to the other methods of voting described in this proxy statement. Who Can Vote? Only stockholders who owned our common stock at the close of business on March You do not need to attend the annual meeting to vote your shares. Shares represented by valid proxies, received in time for the annual meeting and not revoked prior to the annual meeting, will be voted at the annual meeting. For instructions on how to change or revoke your proxy, see “ How Many Votes Do I Have? Each share of our How Do I Vote? Whether you plan to attend the annual meeting or not, we urge you to vote by proxy. All shares represented by valid proxies that we receive through this solicitation, and that are not revoked, will be voted in accordance with your instructions on the proxy card or as instructed via the Internet or telephone. You may specify whether your shares should be voted for or withheld for each nominee for director, whether your shares should be voted for one year, two years, three years or abstain with respect to the frequency of voting on the compensation of our named executive officers, and whether your shares should be voted for, against or abstain with respect to each of the other proposals. If you properly submit a proxy without giving specific voting instructions, your shares will be voted in accordance with the Board of Directors’ recommendations as noted below. Voting by proxy will not affect your right to attend the annual meeting. If your shares are registered directly in your Telephone and Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. Eastern Time on May If your shares are held in “street name” (held in the name of a bank, broker or other holder of record), you will receive instructions from the holder of record. You must follow the instructions of the holder of record in order for your shares to be voted. Telephone and Internet voting also will be offered to stockholders owning shares through certain banks and brokers. If your shares are not registered in your own name and you plan to vote your shares in person at the annual meeting, you should contact your broker or agent to obtain a legal proxy or broker’s proxy card and bring it to the annual meeting in order to vote. How Does the Board of Directors Recommend That I Vote on the Proposals? The Board of Directors recommends that you vote as follows: If any other matter is presented at the annual meeting, your proxy provides that your shares will be voted by the proxy holder listed in the proxy in accordance with his or her best judgment. At the time this proxy statement was first made available, we knew of no matters that needed to be acted on at the annual meeting, other than those discussed in this proxy statement. May I Change or Revoke My Proxy? If you give us your proxy, you may change or revoke it at any time before the annual meeting. You may change or revoke your proxy in any one of the following ways: Your most current vote, whether by telephone, the Internet or proxy card, is the one that will be counted. What if I Receive More Than One Notice or Proxy Card? You may receive more than one Notice or proxy card if you hold shares of our common stock in more than one account, which may be in registered form or held in street name. Please vote in the manner described above under “ Will My Shares be Voted if I Do Not Vote? If your shares are registered in your name or if you have stock certificates, they will not be counted if you do not vote as described above under “ Your bank, broker or other nominee does not have the ability to vote your uninstructed shares in the election of directors. Therefore, if you hold your shares in street name, it is critical that you cast your vote if you want your vote to be counted for the election of directors (Proposal 1 of this proxy statement). In the past, if you held your shares in street name and you did not indicate how you wanted your shares to be voted in the election of directors, your bank, broker or other nominee was allowed to vote your shares on your behalf in the election of directors as it deemed appropriate. In addition, your bank, broker or other nominee is prohibited from voting your uninstructed shares on any matters related to executive compensation. Thus, if you hold your shares in street name and you do not instruct your bank, broker or other nominee how to vote in the election of directors or matters related to executive compensation, no votes will be cast on these proposals on your behalf. What Vote is Required to Approve Each Proposal and How are Votes Counted? Is Voting Confidential? We will keep all the proxies, ballots and voting tabulations private. We only let our Inspectors of Election examine these documents. Management will not know how you voted on a specific proposal unless it is necessary to meet legal requirements. We will, however, forward to management any written comments you make on the proxy card or that you otherwise provide. Where Can I Find the Voting Results of the Annual Meeting? The preliminary voting results will be announced at the annual meeting, and we will publish preliminary, or final results, if available, in a Current Report on Form 8-K within four business days of the annual meeting. If final results are unavailable at the time we file the Form 8-K, then we will file an amended report on Form 8-K to disclose the final voting results within four business days after the final voting results are known. In addition, we are required to file on a Current Report on Form 8-K no later than the earlier of one hundred fifty calendar days after the annual meeting or sixty calendar days prior to the deadline for submission of stockholders proposals set forth on page 34 of this proxy statement under the heading “Stockholder Proposals and Nominations for Director” our decision on how frequently we will include a stockholder vote on the compensation of our named executive officers in our proxy materials. What Are the Costs of Soliciting these Proxies? We will pay all of the costs of soliciting these proxies. In addition, our directors and employees may solicit proxies in person or by telephone, fax or email. We will pay these employees and directors no additional compensation for these services. We will ask banks, brokers and other institutions, nominees and fiduciaries to forward these proxy materials to their principals and to obtain authority to execute proxies. We will then reimburse them for their expenses. What Constitutes a Quorum for the Annual Meeting? The presence, in person or by proxy, of the holders of a majority of the voting power of all outstanding shares of our common stock entitled to vote at the annual meeting is necessary to constitute a quorum at the annual meeting. Votes of stockholders of record who are present at the annual meeting in person or by proxy, abstentions, and broker non-votes are counted for purposes of determining whether a quorum exists. Attending the Annual Meeting The annual meeting will be held at 10:00 a.m. Householding of Annual Disclosure Documents The rules of the SEC concerning the delivery of annual disclosure documents allow us or your broker to send a single set of our proxy materials to any household at which two or more of our stockholders reside, if we or your broker believe that the stockholders are members of the same family. This practice, referred to as “householding,” benefits both you and us. It reduces the volume of duplicate information received at your household and helps to reduce our expenses. The rule applies to our Notices, annual reports, proxy statements and information statements. Once you receive notice from your broker or from us that communications to your address will be “householded,” the practice will continue until you are otherwise notified or until you revoke your consent to the practice. Stockholders who participate in householding will continue to have access to and utilize separate proxy voting instructions. If your household received a single set of proxy materials this year, but you would prefer to receive your own copy, please contact Broadridge Financial Solutions, Inc., by calling their toll free number, 1-888-237-1900. If you do not wish to participate in “householding” and would like to receive your own set of Teligent’s proxy materials in future years, follow the instructions described below. Conversely, if you share an address with another Electronic Delivery of Company Stockholder Communications Most stockholders can elect to view or receive copies of future proxy materials over the Internet instead of receiving paper copies in the mail. You can choose this option and save the Company the cost of producing and mailing these documents by: The following table sets forth certain information with respect to the beneficial ownership of our common stock as of March * Represents beneficial ownership of less than 1% of the outstanding shares of our common stock. Our Board of Directors On March Set forth below are the names of the persons nominated as directors, their ages, their offices in the Company, if any, their principal occupations or employment for at least the past five years, the length of their tenure as directors and the names of other public companies in which such persons hold or have held directorships during the past five years. Additionally, information about the specific experience, qualifications, attributes or skills that led to our Board of Directors’ conclusion at the time of filing of this proxy statement that each person listed below should serve as a director is set forth below: Our Board of Directors has reviewed the materiality of any relationship that each of our directors has with Teligent, either directly or indirectly. Based upon this review, our Board of Directors has determined that the following members of the Board of Directors are “independent directors” as defined by the Carole S. Ben-Maimon, M.D. – Director Carole S. Ben-Maimon, M.D., age John Celentano – Director John Celentano, age Bhaskar Chaudhuri – Director Bhaskar Chaudhuri, age James C. Gale – Director James C. Gale, age Jason Grenfell-Gardner – President, Chief Executive Officer and Director Jason Grenfell-Gardner, age Steven Koehler – Director Steven Koehler, age Thomas J. Sabatino, Jr. – Director Thomas J. Sabatino, Jr., age 60, has served as a member of our Board of Directors since September 2017. From April 2016 to December 2018, Mr. Sabatino served as Executive Vice President and General Counsel of Aetna Inc with worldwide responsibility for leading its legal operations, including formulating corporate legal policy. Prior to joining Aetna, Mr. Sabatino worked for Hertz Global Holdings, Inc., where he served as Senior Executive Vice President, Chief Administrative Officer and General Counsel. He joined Hertz in 2015 after serving as Executive Vice President, Global Legal and Chief Administrative Officer of Walgreens Boots Alliance. Previously, in 2010, Mr. Sabatino was Executive Vice President and General Counsel of UAL Corporation and United Airlines, Inc., and was Executive Vice President and General Counsel of Schering-Plough Corporation from 2004 through 2009. He also has held General Counsel positions at Baxter International and American Medical International. Mr. Sabatino has received numerous awards from his peers, including Inside Counsel’s Transformative Leader Award (2012), the National Bar Association Gertrude E. Rush Award (2013) and the Equal Justice Works Scales of Justice Award (2014). He is Co-Chair of the Board of Directors of the Humane Society of the United States. He serves on the Board of Overseers for the University of Pennsylvania Law School and the Board of Directors of the International Institute for Conflict Prevention and Resolution. Mr. Sabatino earned his law degree from the University of Pennsylvania and his undergraduate degree from Wesleyan University in Connecticut. We believe Mr. Sabatino’s qualifications to serve on the Board of Directors include his many years of experience in the legal profession and his senior leadership positions of several healthcare companies. Committees of the Board of Directors and Meetings Meeting Attendance. Audit Committee A copy of the Audit Committee’s written charter is publicly available on our website at Organization and Compensation Committee The Organization and Compensation Committee has the authority to directly retain the services of any consulting firm to assist in fulfilling its responsibilities and to approve any fee arrangements for work performed. The Organization and Compensation Committee’s independent compensation consultant during fiscal year 2015 was the Hay Group (the “ The Organization and Compensation Committee’s independent compensation consultant during fiscal year 2018 was Pearl Meyer. Pearl Meyer was engaged by, and reported directly to, the Organization and Compensation Committee, which had the sole authority to hire or fire them and to approve fee arrangements for work performed. Pearl Meyer assisted the Organization and Compensation Committee in fulfilling its responsibilities under its charter, including advising on proposed compensation packages for executive officers and directors, compensation program design and market practices generally. The Organization and Compensation Committee authorized Pearl Meyer to interact with management on behalf of the Organization and Compensation Committee, as needed, in connection with advising the Organization and Compensation Committee, and Pearl Meyer was included in discussions with management. Pearl Meyer assisted the Organization and Compensation Committee in defining the appropriate market of our peer companies for executive compensation and practices. Pearl Meyer also assisted the Organization and Compensation Committee in comparing our director compensation program and practices against those of our peers. We used the information that we obtained from Pearl Meyer primarily for evaluating our executive compensation practices, including measuring the competitiveness of our practices. The Organization and Compensation Committee has assessed the independence of Pearl Meyer pursuant to SEC rules and the corporate governance rules of The Nasdaq Stock Market and concluded that Pearl Meyer’s work with and on behalf of the Organization and Compensation Committee raises no conflict of interest. The Organization and Compensation Committee, and, where applicable, the Chief Executive Officer reviews the performance of each named executive officer in light of the above factors and determines whether the named executive officer should receive any increase in base salary or receive a discretionary equity award based on such evaluation. During fiscal year A copy of the Organization and Compensation Committee’s written charter is publicly available on our website. Nominating and Corporate Governance Committee If a stockholder wishes to nominate a candidate for director who is not to be included in our proxy statement, it must follow the procedures described in our Amended and Restated By-Laws and in “ In addition, under our current corporate governance policies, the Nominating and Corporate Governance Committee may consider candidates recommended by stockholders as well as from other sources, such as other directors or officers, third party search firms or other appropriate sources. For all potential candidates, the Nominating and Corporate Governance Committee may consider all factors it deems relevant, such as a candidate’s personal integrity and sound judgment, business and professional skills and experience, independence, knowledge of the industry in which we operate, possible conflicts of interest, diversity, the extent to which the candidate would fill a present need on the Board of Directors, and concern for the long-term interests of our stockholders. In general, persons recommended by stockholders will be considered on the same basis as candidates from other sources. If a stockholder wishes to propose a candidate for consideration as a nominee by the Nominating and Corporate Governance Committee under our corporate governance policies, it should submit such recommendation in writing to our The Nominating and A copy of the Nominating and Organization and Compensation Committee Interlocks and Insider Participation. Board of Directors Leadership Structure and Role in Risk Oversight Our Board of Directors has six independent members and one non-independent member who serves as our President and Chief Executive Officer. We believe that the number of independent, experienced directors that make up our Board of Directors, along with the independent oversight of the Board of Directors by the Non-Executive Chairman, benefits our Company and our stockholders. All of our independent directors have demonstrated leadership in other organizations and are familiar with board of director processes. The Chairman of the Board of Directors presides at all meetings of the Board of Directors. The Chairman is appointed on an annual basis by a majority vote of the directors. Currently, the offices of Chairman of the Board of Directors and Chief Executive Officer are separated. We have no fixed policy with respect to the separation of the offices of the Chairman of the Board of Directors and Chief Executive Officer. Currently, two separate individuals serve in the positions of Chairman of our Board of Directors and Chief Executive Officer. We believe that our current leadership structure is optimal for the Company at this time. Our management is principally responsible for defining the various risks facing the Company, formulating risk management policies and procedures, and managing our risk exposures on a day-to-day basis. The Board of Directors’ principal responsibility in this area is to ensure that sufficient resources, with appropriate technical and managerial skills, are provided throughout the Company to identify, assess and facilitate processes and practices to address material risk and to monitor our risk management processes by informing itself concerning our material risks and evaluating whether management has reasonable controls in place to address the material risks. The involvement of the Board of Directors in reviewing our business strategy is an integral aspect of the Board of Directors’ assessment of management’s tolerance for risk and also its determination of what constitutes an appropriate level of risk for the Company. While the full Board of Directors has overall responsibility for risk oversight, the Board of Directors has elected to delegate oversight responsibility related to certain risks committees, which, in turn, report on the matters discussed at the committee level to the full Board of Directors. For instance, our Audit Committee focuses on the material risks facing the Company, including operational, market, credit, liquidity and legal risks. Additionally, our Organization and Compensation committee could be charged with reviewing and discussing with management whether our compensation arrangements are consistent with effective controls and sound risk management. Our management reports to the Board of Directors and Audit Committee on a regular basis regarding risk management. Stockholder Communications to the Board of Directors Stockholders who wish to send communications to our Board of Directors may do so by sending them c/o Teligent, Inc., Corporate Secretary, 105 Lincoln Avenue, PO Box 687, Buena, New Jersey 08310. Such communications may be addressed either to specified individual directors or the entire Board of Directors. The Corporate Secretary will have the discretion to screen and not forward to directors communications that the Corporate Secretary determines are communications unrelated to our business or governance, commercial solicitations, offensive, obscene, or otherwise inappropriate. The Corporate Secretary will, however, compile all stockholder communications that are not forwarded and such communications will be available to any director. Executive Officers During the year ended December 31, Damian Finio – Chief Financial Officer Damian Finio, age Stephen Richardson – Chief Scientific Officer Stephen Richardson, age Martin Wilson - General Counsel Martin Wilson, age 42, was appointed General Counsel in April of Summary Compensation Table The following table shows the total compensation paid or accrued during the Name and Principal Position Salary ($) Bonus ($) Stock Awards ($)(1) Option Awards ($)(1) All Other Compensation ($) 2018 Fiscal YearGrants of Plan-Based Awards The following table shows information regarding grants of non-equity incentive plan awards and grants of equity awards that we made during the fiscal year ended December 31, 2018. All other stock awards: Number of shares of stock or units (#) All other option awards: Number of securities underlying options (#) Exercise or base price of option awards ($/Share) Grant date fair value of stock and option awards ($) Jason Grenfell-Gardner, President and Chief Executive Officer Annual Equity Incentive Program for Management. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table Employment Agreements with Executive Officers President and Chief Executive Officer. In connection with the entry into the CEO Employment Agreement, Mr. Grenfell-Gardner received (i) 325,000 shares of restricted stock (the “ Either party may terminate Mr. Grenfell-Gardner’s employment at any time, provided that Mr. Grenfell-Gardner shall provide 30 days’ written notice to the Company of any such termination. Mr. Grenfell-Gardner is also subject to certain restrictive covenants as set forth in the CEO Employment Agreement, including confidentiality, non-solicitation and non-competition covenants. Mr. Grenfell-Gardner also agrees to assign certain intellectual property to the Company. Mr. Grenfell-Gardner is also entitled to participate in certain of the Company’s benefit programs on the same terms and conditions generally provided by the Company to its executive employees. Chief Financial Officer. In connection with entering into the CFO Employment Agreement, Either party may terminate Mr. Finio is also subject to certain restrictive covenants as set forth in the CFO Employment Agreement, including confidentiality, non-solicitation and non-competition covenants. Chief Scientific Officer. In connection with entering into the CSO Employment Agreement, Mr. Richardson received an option to purchase 200,000 shares of the Company’s common stock at an exercise price of $7.42 per share. The option Either party may terminate Mr. Richardson’s employment at any time, provided that Mr. Richardson shall provide 30 days’ written notice to the Company of any such termination. Mr. Richardson is also subject to certain restrictive covenants as set forth in the CSO Employment Agreement, including confidentiality, non-solicitation and non-competition covenants. Mr. Richardson also agrees to assign certain intellectual property to the Company. Mr. Richardson is also entitled to participate in certain of the Company’s benefit programs on the same terms and conditions generally provided by the Company to its executive employees. General Counsel. Martin Wilson joined Teligent as our General Counsel pursuant to an employment agreement, effective March 31, 2017 (the “GC Employment Agreement”). Under the GC Employment Agreement, Mr. Wilson receives an annual base salary of $300,000. Mr. Wilson is also eligible to receive an annual performance bonus for each fiscal year during the term of his employment, which may be payable in either cash, stock options and/or restricted stock, provided Mr. Wilson is employed on December 31 of such fiscal year. Mr. Wilson’s target annual performance bonus will be equal to 40% of his base salary then in effect for the applicable fiscal year. The amount of any such annual performance bonus shall be determined by the Board of Directors or the Compensation Committee of the Board of Directors in their discretion, with reference to Mr. Wilson’s fulfillment of performance goals established by the Compensation Committee with respect to the applicable fiscal year. Either party may terminate Mr. Wilson’s employment at any time, provided that Mr. Wilson shall provide 30 days’ written notice to the Company of any such termination. Mr. Wilson is also subject to certain restrictive covenants as set forth in the GC Employment Agreement, including confidentiality, non-solicitation and non-competition covenants. Mr. Wilson also agrees to assign certain intellectual property to the Company. Mr. Wilson is also entitled to participate in certain of the Company’s benefit programs on the same terms and conditions generally provided by the Company to its executive employees. Outstanding Equity Awards at The following table shows grants of stock options and grants of unvested stock awards outstanding on the last day of the fiscal year ended December 31, Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable(1) Option Exercise Price ($) Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#)(1) Market Value of Shares or Units of Stock That Have Not Vested ($)(2) Option Exercises and Stock Vested in The following table shows information regarding exercises of options to purchase our common stock and vesting of stock awards held by each executive officer named in the Summary Compensation Table during the fiscal year ended December 31, No executive officer exercised an option to purchase our common stock during the fiscal year ended December 31, Number of Shares Acquired on Exercise (#) Value Realized on Exercise ($) Number of Shares Acquired on Vesting (#) President and Chief Executive Officer Pension Benefits We do not have any qualified or non-qualified defined benefit plans. Nonqualified Deferred Compensation We do not have any nonqualified defined contribution plans or other deferred compensation plan. Potential Payments upon Termination or Change in Control Set forth below is a description of the potential payments we would need to make upon termination of any of our named executive officers’ employment or upon a change in control of the Company. Any such payments are conditioned upon such executive’s execution and delivery to the Company, within 60 days following cessation of employment, of a general release of claims. Termination by us without cause. Termination for any other reason. Payments upon a Change in Control. “Cause,” for purposes of each of the employment agreements, includes (i) commission of a willful and material act of dishonesty in the course of the executive’s duties under their respective employment agreements, (ii) conviction by a court of competent jurisdiction of a crime constituting a felony or conviction in respect of any act involving fraud, dishonesty or moral turpitude, (iii) the executive’s performance under the influence of controlled substances, or continued habitual intoxication, during working hours, after the Company shall have provided written notice to the executive and given the executive 30 days within which to commence rehabilitation with respect thereto, and the executive shall have failed to commence such rehabilitation or continued to perform under the influence after such rehabilitation, (iv) frequent or extended, and unjustifiable (not as a result of incapacity or disability) absenteeism, which shall not have been cured within 30 days after the Company’s written notice of breach and its intention to terminate the executive’s employment in accordance with the provisions of his or her employment agreement, (v) the executive’s personal, willful and continuing misconduct or refusal to perform his or her duties and responsibilities, or to carry out directives of the Board of Directors, which, if capable of being cured, shall not have been cured within 60 days after the Company’s written notice of breach and its intention to terminate the executive’s employment in accordance with the provision of his or her employment agreement or (vi) material non-compliance with the terms of his or her respective employment agreement, including, but not limited to, any breach of certain confidentiality, non-solicitation, non-competition and conflict of interest provisions thereunder. A “change in control,” for purposes of each of the employment agreements, includes (a) any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “ Director Compensation Effective January 1, 2016, after consultation with its compensation consultant, our Board of Directors unanimously revised the non-employee director compensation program. Under the Company’s new non-executive director compensation policy, each non-executive director of the Board of Directors shall receive the following compensation: In addition, at the time of his or her appointment, each newly elected director shall be granted options to purchase 20,000 shares of our common stock and shall receive payment of the applicable cash retainers, pro-rated for the duration of service during the year in which he or she has been appointed. The following table shows the total compensation paid or accrued during the fiscal year ended December 31, Fees Earned or Paid in Cash ($) Option Awards(1) ($) Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) Total ($) The following table provides certain aggregate information with respect to all of the Company’s equity compensation plans in effect as of December 31, Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights ($) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(2) The Audit Committee of the Board of Directors, which consists entirely of directors who meet the independence and experience requirements of The Audit Committee assists the Board of Directors in overseeing and monitoring the integrity of our financial reporting process, compliance with legal and regulatory requirements and the quality of internal and external audit processes. This committee’s role and responsibilities are set forth in our charter adopted by the Board of Directors, which is available on our website at Based on the Audit Committee’s review of the audited financial statements and discussions with management and John Celentano Thomas J. Sabatino, Jr. Section 16(a) of the Exchange Act requires our directors, executive officers and beneficial owners of more than 10% of our common stock to file with the SEC initial reports of ownership and reports of changes in the ownership of our common stock and other equity securities. Such persons are required to furnish us copies of all Section 16(a) filings. To our knowledge, based solely upon a review of Forms 3, 4 and 5 furnished to us, we believe that the directors, executive officers, and greater than ten percent beneficial owners have complied with all applicable filing requirements with respect to the fiscal year ended December 31, Other than the compensation agreements and other arrangements which are described in the “ Policies and Procedures Regarding Review, Approval, or Ratification of Related Person Transactions The Audit Committee is responsible for reviewing and approving in advance the terms and conditions of all related person transactions. In carrying out its responsibilities, the Audit Committee reviews and considers information regarding the related person transaction as it deems appropriate under the circumstances, which may include information such as the related person’s interest in the transaction, the approximate dollar value involved in the transaction, whether the transaction was undertaken in the ordinary course of business, whether the terms of the transaction are no less favorable to us than terms that could have been reached with an unrelated third party and the purpose of, and the potential benefits to us of, the transaction. The Audit Committee may approve or ratify the transaction only if it determines that, under all of the circumstances, the transaction is not inconsistent with our best interests. (Notice Item 1) On March Unless authority to vote for any of these nominees is withheld, the shares represented by the enclosed proxy will be voted A plurality of the shares voted for each nominee at the meeting is required to elect each nominee as a director. THE BOARD OF DIRECTORS RECOMMENDS THE ELECTION OF JASON GRENFELL-GARDNER, BHASKAR CHAUDHURI, STEVEN KOEHLER, JAMES C. GALE, JOHN CELENTANO, (Notice Item 2) The Audit Committee has appointed In deciding to appoint The following table presents fees for professional audit services rendered by each of Deloitte & Touche LLP and EisnerAmper LLP for the audit of the Company’s annual financial statements for the years ended December 31, The percentage of services set forth above in the categories that were approved by the Audit Committee pursuant to Rule 2-01(c)(7)(i)(C) (relating to the approval of a de minimis amount of non-audit services after the fact but before completion of the audit), was 0%. Policy on Audit Committee Pre-Approval of Audit and Permissible Non-audit Services of Independent Public Accountant Consistent with SEC policies regarding auditor independence, the Audit Committee has responsibility for appointing, setting compensation and overseeing the work of our independent registered public accounting firm. In recognition of this responsibility, the Audit Committee has established a policy to pre-approve all audit and permissible non-audit services provided by our independent registered public accounting firm. Prior to engagement of an independent registered public accounting firm for the next year’s audit, management will submit an aggregate of services expected to be rendered during that year for each of four categories of services to the Audit Committee for approval. 1. 2. 3. 4. Prior to engagement, the Audit Committee pre-approves these services by category of service. The fees are budgeted and the Audit Committee requires our independent registered public accounting firm and management to report actual fees versus the budget periodically throughout the year by category of service. During the year, circumstances may arise when it may become necessary to engage our independent registered public accounting firm for additional services not contemplated in the original pre-approval. In those instances, the Audit Committee requires specific pre-approval before engaging our independent registered public accounting firm. The Audit Committee may delegate pre-approval authority to one or more of its members. The member to whom such authority is delegated must report, for informational purposes only, any pre-approval decisions to the Audit Committee at its next scheduled meeting. In the event the stockholders do not ratify the appointment of The affirmative vote of a majority of the shares cast affirmatively or negatively at the annual meeting is required to ratify the appointment of the independent registered public accounting firm. THE BOARD OF DIRECTORS RECOMMENDS A VOTE TO RATIFY THE APPOINTMENT OF AS DISCLOSED IN THIS PROXY STATEMENT (Notice Item 3) We are seeking your advisory vote as required by Section 14A of the Exchange Act on the approval of the compensation of our named executive officers as described in Our compensation philosophy is designed to align each executive’s compensation with Teligent’s short-term and long-term performance and to provide the compensation and incentives needed to attract, motivate and retain key executives who are crucial to our long-term success. Consistent with this philosophy, a significant portion of the total compensation opportunity for each of our executives is directly related to performance factors that measure our progress against the goals of our strategic and operating plans, as well as our performance against that of our peer companies. In accordance with the rules of the SEC, the following resolution, commonly known as a “say-on-pay” vote, is being submitted for a stockholder vote at the “RESOLVED, that the compensation paid to the named executive officers of Teligent, Inc., as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the The affirmative vote of THE BOARD OF DIRECTORS RECOMMENDS A VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AND PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED IN FAVOR OF SUCH APPROVAL UNLESS A STOCKHOLDER INDICATES OTHERWISE ON THE PROXY. ADVISORY VOTE ON APPROVAL OF EXECUTIVE COMPENSATION AS DISCLOSED IN THIS PROXY STATEMENT (Notice Item 4) We are seeking your input with regard to the frequency of holding future stockholder advisory votes on the compensation of our named executive officers. In particular, we are asking whether the advisory vote on the compensation of our named executive officers (Notice Item 3) should occur every year, every two years or every three years. Because your vote is advisory, it will not be binding on our Organization and Compensation Committee or our Board of Directors. However, the Organization and Compensation Committee and the Board of Directors will review the voting results and take them into consideration when making future decisions regarding how frequently it should present the advisory vote on the compensation of our named executive officers to our stockholders. The Organization and Compensation Committee, Board of Directors and management believe that it is appropriate and in our best interests for our stockholders to vote in favor of an advisory vote on the compensation of our named executive officers. An advisory vote each year will permit our stockholders to provide annual feedback to us on our compensation policies, practices and compensation awards for our named executive officers. This is consistent with our policy of giving stockholders the opportunity to voice concerns with management or our Board of Directors. An annual advisory vote will give the Board of Directors, the Organization and Compensation Committee and management more timely feedback from the stockholders to allow us to evaluate and adjust, when we consider appropriate, the compensation of our named executive officers. The proxy card provides stockholders with the opportunity to choose among four options (holding the vote every one, two or three years, or abstaining) and, therefore, stockholders will not be voting to approve or disapprove our Board of Director’s recommendation. The affirmative vote of a majority of the shares voted for this proposal – every year, every two years or every three years – will be the frequency approved, on an advisory basis, by our stockholders. However, because the vote on the frequency of holding future advisory votes on the compensation of our named executive officers is not binding, if none of the frequency options receives a majority vote, the option receiving the greatest number of votes will be considered the frequency preferred by our stockholders. THE BOARD OF DIRECTORS RECOMMENDS A VOTE TO APPROVE, ON AN ADVISORY BASIS, THE FREQUENCY OF HOLDING A VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS EVERY YEAR, AND PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED IN FAVOR OF SUCH FREQUENCY UNLESS A STOCKHOLDER INDICATES OTHERWISE ON THE PROXY. We have adopted a code of conduct and ethics, the Standards of Business Conduct that applies to all of our employees, including our chief executive officer and chief financial and accounting officers. The text of the Standards of Business Conduct is posted on our website at The Board of Directors knows of no other business which will be presented to the annual meeting. If any other business is properly brought before the annual meeting, proxies will be voted in accordance with the judgment of the persons named therein. To be considered for inclusion in the proxy statement relating to our Buena, New Jersey April 3, TELIGENT, INC. 105 LINCOLN AVENUE BUENA, NJ 08310 Investor Address Line 1 Investor Address Line 2 Investor Address Line 3 Investor Address Line 4 Investor Address Line 5 John Sample 1234 ANYWHERE STREET ANY CITY, ON A1A 1A1 1 1 1 OF 2 VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery 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. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions 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 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. NAME THE COMPANY NAME INC. – COMMON THE COMPANY NAME INC. - CLASS A THE COMPANY NAME INC. - CLASS B THE COMPANY NAME INC. - CLASS C THE COMPANY NAME INC. - CLASS D THE COMPANY NAME INC. - CLASS E THE COMPANY NAME INC. - CLASS F THE COMPANY NAME INC. - 401 K CONTROL # 0000000000000000 SHARES 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 PAGE 1 OF 2 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. 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. For Withhold For All All All Except The Board of Directors recommends you vote FOR the following: 1. Election of Directors Nominees 01 Carole S. Ben-Maimon 02 John Celentano 03 Bhaskar Chaudhuri 04 James C. Gale 05 Jason Grenfell-Gardner 06 Steven Koehler 07 Thomas J. Sabatino, Jr. The Board of Directors recommends you vote FOR proposals 2 and 3. For Against Abstain 2. To ratify the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2019. 3. To approve by an advisory vote the compensation of the Company's named executive officers as disclosed in the proxy statement. The Board of Directors recommends you vote "1 year" in proposal 4. 1 year 2 years 3 years 4. To approve by an advisory vote, the frequency of holding an advisory vote on compensation of our named executive officers. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date JOB # Signature (Joint Owners) Date SHARES CUSIP # SEQUENCE # 02 0000000000 0000412742_1 R1.0.1.18 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com TELIGENT, INC. Annual Meeting of Stockholders May 21, 2019 10:00 AM This proxy is solicited by the Board of Directors The stockholder(s) hereby appoint(s) Jason Grenfell-Gardner and Damian Finio, or either of them, as proxies, each with the power to appoint his/her substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of TELIGENT, INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., 666 Third Avenue, New York, NY 10017 at 10:00 AM EDT on May 21, 2019, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. Continued and to be signed on reverse side 0000412742_2 R1.0.1.1820172019 annual meeting of stockholders to be held at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., on May 18, 2017,21, 2019, at 10:00 a.m. local time and any adjournments of the meeting, which we refer to as the annual meeting. The proxy statement, along with the accompanying Notice of Annual Meeting of Stockholders, summarizes the purposes of the meeting and the information you need to know to vote at the annual meeting.20162017.30, 201729, 2019 are entitled to vote at the annual meeting. On this record date, there were 53,226,38253,774,221 shares of our common stock outstanding and entitled to vote. Our common stock is our only class of voting stock.3 By the Internet or by telephone. Follow the instructions included in the proxy card to vote by the Internet or telephone.By mail. If you received a proxy card by mail, you can vote by mail by completing, signing, dating and returning the proxy card as instructed on the card. If you sign the proxy card but do not specify how you want your shares voted, they will be voted in accordance with the Board of Directors’ recommendations as noted below.In person at the meeting. If you attend the meeting, you may deliver a completed proxy card in person or you may vote by completing a ballot, which will be available at the meeting.· By the Internet or by telephone. Follow the instructions included in the proxy card to vote by the Internet or telephone. · By mail. If you received a proxy card by mail, you can vote by mail by completing, signing, dating and returning the proxy card as instructed on the card. If you sign the proxy card but do not specify how you want your shares voted, they will be voted in accordance with the Board of Directors’ recommendations as noted below. · In person at the meeting. If you attend the meeting, you may deliver a completed proxy card in person or you may vote by completing a ballot, which will be available at the meeting. 17, 2017.“FOR” the election of the nominees for director;"FOR" the ratification of the selection of EisnerAmper LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2017; and"FOR" the compensation of our named executive officers, as disclosed in this proxy statement.· “FOR” the election of the nominees for director; · “FOR” the ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2019; · “FOR” the compensation of our named executive officers, as disclosed in this proxy statement; and · “FOR” holding an advisory vote on the compensation of our named executive officers every year. · if you received a proxy card, by signing a new proxy card with a date later than your previously delivered proxy and submitting it as instructed above; · by re-voting by the Internet or by telephone as instructed above; · by notifying the Corporate Secretary of Teligent in writing before the annual meeting that you have revoked your proxy; or 4 if you received a proxy card, by signing a new proxy card with a date later than your previously delivered proxy and submitting it as instructed above;by re-voting by the Internet or by telephone as instructed above;by notifying the Corporate Secretary of Teligent in writing before the annual meeting that you have revoked your proxy; orby attending the annual meeting in person and voting in person. Attending the annual meeting in person will not in and of itself revoke a previously submitted proxy. You must specifically request at the annual meeting that it be revoked.· by attending the annual meeting in person and voting in person. Attending the annual meeting in person will not in and of itself revoke a previously submitted proxy. You must specifically request at the annual meeting that it be revoked. Proposal 1: Elect Directors The nominees for director who receive the most votes (also known as a “plurality” of the votes cast) will be elected. You may vote either FOR all of the nominees, WITHHOLD your vote from all of the nominees or WITHHOLD your vote from any one or more of the nominees. Votes that are withheld will not be included in the vote tally for the election of the directors. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name for the election of the directors. As a result, any shares not voted by a customer will be treated as a broker non-vote. Such broker non-votes will have no effect on the results of this vote. 5 Proposal 2: Ratify Selection of Independent Registered Public Accounting Firm The affirmative vote of a majority of the shares cast affirmatively or negatively for this proposal is required to ratify the selection of our independent registered public accounting firm. Abstentions will have no effect on the results of this vote. Brokerage firms have authority to vote customers’ unvoted shares held by the firms in street name on this proposal. If a broker does not exercise this authority, such broker non-votes will have no effect on the results of this vote. We are not required to obtain the approval of our stockholders to select our independent registered public accounting firm. However, if our stockholders do not ratify the selection of EisnerAmperDeloitte & Touche LLP as our independent registered public accounting firm for 2017,2019, the Audit Committee of our Board of Directors will reconsider its selection.Proposal 3: Approve an Advisory Vote on the Compensation of our Named Executive Officers The affirmative vote of a majority of the shares cast affirmatively or negatively for this proposal is required to approve, on an advisory basis, the compensation of our named executive officers as described in this proxy statement. Abstentions will be treated as votes against this proposal. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name on this proposal. As a result, any shares not voted by a customer will be treated as a broker non-vote. Such broker non-votes will have no effect on the results of this vote. Although the advisory vote is non-binding, the Organization and Compensation Committee and our Board of Directors will review the voting results and take them into consideration when making future decisions regarding executive compensation.compensation.Proposal 4: Approve an Advisory Vote on the Frequency of Holding an Advisory Vote on the Compensation of our Named Executive Officers The frequency of holding an advisory vote on the compensation of our named executive officers – every year, every two years or every three years – receiving the majority of votes cast will be the frequency approved by our stockholders. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name of this proposal. As a result, any shares not voted by a customer will be treated as a broker non-vote. Such broker non-votes, as well as abstentions, will have no effect on the results of this vote. Although the advisory vote is non-binding, the Organization and Compensation Committee and our Board of Directors will review the voting results and take them into consideration when determining the frequency of holding an advisory vote on the compensation of our named executive officers for the next six years. 6 18, 2017,21, 2019, at the offices ofMintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (“Mintz”). When you arrive at Mintz, signs will direct you to the appropriate meeting rooms. You need not attend the annual meeting in order to vote.If your Teligent shares are registered in your own name, please contact Broadridge Financial Solutions, Inc., and inform them of your request by calling them at 1-888-237-1900 or writing them at 51 Mercedes Way, Edgewood, New York 11717.If a broker or other nominee holds your Teligent shares, please contact the broker or other nominee directly and inform them of your request. Be sure to include your name, the name of your brokerage firm and your account number.· If your Teligent shares are registered in your own name, please contact Broadridge Financial Solutions, Inc., and inform them of your request by calling them at 1-888-237-1900 or writing them at 51 Mercedes Way, Edgewood, New York 11717. · If a broker or other nominee holds your Teligent shares, please contact the broker or other nominee directly and inform them of your request. Be sure to include your name, the name of your brokerage firm and your account number. 7 · following the instructions provided on your proxy card; · following the instructions provided when you vote over the Internet; or · going towww.proxyvote.com and following the instructions provided. 8 following the instructions provided on your proxy card;following the instructions provided when you vote over the Internet; orgoing to www.proxyvote.comand following the instructions provided.30, 201729, 2019 for (a) the executive officers named in the Summary Compensation Table on page 2619 of this proxy statement, (b) each of our directors and director nominees, (c) all of our current directors and executive officers as a group and (d) each stockholder known by us to own beneficially more than 5% of our common stock. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. We deem shares of common stock that may be acquired by an individual or group within 60 days of March 30, 201729, 2019 pursuant to the exercise of options or warrants to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table. Except as indicated in footnotes to this table, we believe that the stockholders named in this table have sole voting and investment power with respect to all shares of common stock shown to be beneficially owned by them based on information provided to us by these stockholders. Percentage of ownership is based on 53,226,38253,774,221 shares of common stock outstanding on March 30, 2017.29, 2019. Except as otherwise indicated, the address of each of the persons in this table is c/o Teligent, Inc., 105 Lincoln Avenue, PO Box 687, Buena, New Jersey 08310. Shares Beneficially Owned Name and Address of Beneficial Owner Number Percent 5% or more Stockholders: Life Sciences Opportunities Fund II, L.P.(1)(6) 1,494,873 2.79 % Life Sciences Opportunities Fund (Institutional) II, L.P.(1)(8) 8,356,988 15.62 % Signet Healthcare Partners, LLC(1)(4) 9,851,861 18.42 % Elk Creek Partners, LLC(2) 4,880,589 9.08 % BlackRock, Inc.(3) 2,919,181 5.4 % venBio Select Advisor LLC(4) 5,300,000 9.9 % Broadfin Capital, LLC(5) 2,999,817 5.61 % Prosight Management, L.P.(6) 3,547,607 6.6 % Shares Beneficially Owned Name and Address of Beneficial Owner Number Percent 5% or more Stockholders: 1,494,873 2.8 % 8,356,988 15.7 % 9,851,861 18.5 % 5,666,404 10.6 % 2,720,321 5.1 % 3,464,233 6.5 % Directors, Director Nominees and Named Executive Officers: 1,478,761 2.7 % 10,091,485 18.9 % 211,400 * 175,000 * 85,000 * 50,000 * 335,637 * 80,000 * 21,000 * 12,528,283 22.6 % Directors and Named Executive Officers Jason Grenfell-Gardner(7) 1,630,726 3.05 % James C. Gale(1)(8) 10,171,485 19.01 % Thomas J. Sabatino, Jr.(9) 40,000 * Bhaskar Chaudhuri(10) 215,000 * Steven Koehler(11) 130,000 * John Celentano(12) 90,000 * Stephen Richardson(13) 302,384 * Carole S. Ben-Maimon, M.D(14) 66,000 * Damian Finio(15) 61,667 * All executive officers and directors as a group (9 persons)(1)(7)(8)(9)(10)(11)(12)(13)(14)(15) 12,707,262 23.75 % (1) 9 (2) Janus Capital ManagementElk Creek Partners, LLC (“Janus Capital”) with the SEC on February 13, 2017,8, 2019, which reported ownership as of December 31, 2016. Janus Capital is an investment adviser or sub-advisor to its managed portfolios, including Janus Triton Fund. Janus Capital2018. Elk Creek Partners, LLC is the beneficial owner of 5,666,4044,880,589 shares and has the sole power to vote 2,821,056 shares and to dispose of 4,880,589 shares. Elk Creek Partners, LLC's address is 44 Cook St., Suite 705, Denver, CO 80206.(3) This information is based solely on a Schedule 13G/A filed by BlackRock, Inc. (“BlackRock”) with the SEC on February 6, 2019, which reported ownership as of December 31, 2018. BlackRock is the beneficial owner of 2,919,181 shares of Teligent and has sole power to vote and dispose of all 5,666,404 shares. Janus Triton Fund is the beneficial owner of 3,496,122 shares and has the sole power to vote and dispose of all 3,496,122 shares. The address of Janus Capital and Janus Triton Fund is 151 Detroit Street, Denver, CO 80206.(3)This information is based solely on an Schedule 13G filed by Pembroke Management, LTD with the SEC on February 3, 2017, which reported ownership as of December 31, 2016. Pembroke's address is 1002 Sherbrooke Street West, Suite 1700, Montreal, Quebec H3A 354, Canada.(4)This information is based solely on a Schedule 13G filed by BlackRock, Inc. (“BlackRock”) with the SEC on January 27, 2017, which reported ownership as of December 31, 2016. BlackRock is the beneficial owner of 3,464,233 shares of Teligent and has sole power to vote 3,391,1202,765,259 shares and to dispose of 3,464,2332,919,181 shares of Teligent. The address of BlackRock is 55 East 52 Street, New York, NY 10055.(4) This information is based solely on a Schedule 13G/A filed by venBio Select Advisor LLC (“VenBio”) and Mr. Behzad Aghazedeh with the SEC on February 14, 2019, which reported ownership as of December 31, 2018. VenBio is the beneficial owner of 5,300,000 shares and has sole power to vote and dispose of all 5,300,000 shares. Mr. Aghazedeh serves as the portfolio manager and controlling person of VenBio. The address of each of VenBio and Mr. Aghazedeh is 110 Greene Street, Suite 800, New York, New York 10012. (5) This information is based solely on a Schedule 13G filed by Broadfin Capital, LLC (“Broadfin”), Broadfin Healthcare Master Fund, Ltd (“Broadfin Healthcare”) and Kevin Kotler with the SEC on May 1, 2018, which reported ownership as of April 27, 2018. Broadfin is the beneficial owner of 2,999,817 shares and shares voting and dispositive power over all 2,999,817 shares with Broadfin Healthcare and Mr. Kotler. The address of each of Broadfin and Mr. Kotler is 300 Park Avenue, 25th Floor, New York, New York 10022. The address of Broadfin Healthcare is 20 Genesis Close, Ansbach House, Second Floor, P.O. Box 1344, Grand Cayman KY1-1108, Cayman Islands. (6) This information is based solely on a Schedule 13G filed by Prosight Management, LP (“Prosight”), Prosight Fund, LP (“Prosight Fund”), Prosight Plus Fund, LP (“Prosight Plus”), Prosight Partners, LLC (“Prosight Partners”) and W. Lawrence Hawkins with the SEC on February 14, 2019, which reported ownership as of December 31, 2018. Prosight is the beneficial owner of 3,547,607 shares and shares voting and dispositive power over (i) 747,731 shares with Prosignt Fund, (ii) 1,813,580 shares with Prosight Plus, (iii) all 3,547,607 shares with each of Prosight Partners and Mr. Hawkins.Prosight is the general partner and investment manager of, and may be deemed to indirectly beneficially own securities owned by, Prosight Fund and Prosight Plus. Prosight Partners is the general partner of, and may be deemed to beneficially own, securities beneficially owned by Prosight. Mr. Hawkins is the sole manager of, and may be deemed to beneficially own securities beneficially owned by, Prosight Partners. Prosight Fund disclaims beneficial ownership of both the shares held by certain managed accounts and the shares held by Prosight Plus. Prosight Plus disclaims beneficial ownership of both the shares held by certain managed accounts and the shares held by Prosight Fund. The address of each of Prosight, Prosight Fund, Prosight Plus, Prosight Partners and Mr. Hawkins is c/o Prosight Management, LP, 2301 Cedar Springs Road, Suite 355, Dallas, Texas 75201. 10 (7) Includes 286,670239,212 shares of common stock held by Mr. Grenfell-Gardner, and 1,192,0911,362,212 shares of common stock which may be acquired pursuant to stock options exercisable within 60 days after March 30, 2017. Does not include 72,40529, 2019, and 29,302 shares underlying restricted stock units (“RSUs”) which will have vested within 60 days after March 29, 2019. Does not include 30,989 shares RSUs which have not vested and will not be exercisable within 60 days after March 30, 201729, 2019 or options to purchase 166,136528,695 shares of our common stock which have not vested and will not be exercisable within 60 days after March 30, 2017.29, 2019.(6)(8)39,6249,931,485 shares of common stock held by Mr. Gale and 25,000 shares of common stock held by Gale & Haselton Family LLC, over which Mr. Gale exercises voting and dispositive power. Also includes 175,000shares of common stock which may be acquired pursuant to stock options exercisable within 60 days after April 4, 2016. Does not include options to purchase 20,000shares of our common stock which have not vested and will not be exercisable within 60 days after March 30, 2017.(7)Includes 211,400215,000 shares of common stock which may be acquired pursuant to stock options exercisable within 60 days after March 30, 2017. Does not include options to purchase 20,000shares of our common stock which have not vested and will not be exercisable within 60 days after March 30, 2017.(8)Includes 175,000 shares of common stock which may be acquired pursuant to stock options exercisable within 60 days after March 30, 2017. Does not include options to purchase 20,000shares of our common stock which have not vested and will not be exercisable within 60 days after March 30, 2017.(9)Includes 85,000 shares of common stock which may be acquired pursuant to stock options exercisable within 60 days after March 30, 2017. Does not include options to purchase 20,000shares of our common stock which have not vested and will not be exercisable within 60 days after March 30, 2017.(10)Includes 50,000 shares of common stock which may be acquired pursuant to stock options exercisable within 60 days after March 30, 2017. Does not include options to purchase 20,000shares of our common stock which have not vested and will not be exercisable within 60 days after March 30, 2017.(11)Includes 12,206shares of common stock held by Ms. Collins, 291,620 shares of common stock which may be acquired pursuant to stock options exercisable within 60 days after March 30, 2017 and 31,811 shares of common stock which may be acquired pursuant to RSUs exercisable within 60 days after March 30, 2017. Does not include 28,841 shares underlying restricted stock units which have not vested and will not be exercisable within 60 days after March 30, 2017 or options to purchase 67,264 shares of our common stock which have not vested and will not be exercisable within 60 days after March 30, 2017.(12)Includes 69,999 shares of common stock which may be acquired pursuant to stock options exercisable within 60 days after March 30, 2017 and 10,001 shares of common stock which may be acquired pursuant to RSUs exercisable within 60 days after March 30, 2017. Does not include 33,393 shares underlying restricted stock units which have not vested and will not be exercisable within 60 days after March 30, 2017 or options to purchase 167,456 shares of our common stock which have not vested and will not be exercisable within 60 days after March 30, 2017.(13)Includes 1,000shares of common stock held by Dr. Ben-Maimon, 20,000 shares of common stock which may be acquired pursuant to stock options exercisable within 60 days after March 30, 2017.29, 2019. Does not include options to purchase 20,000 shares of our common stock which have not vested and will not be exercisable within 60 days after March 30, 2017.(9) Includes 40,000 shares of common stock which may be acquired pursuant to stock options exercisable within 60 days after March 29, 2019. Does not include options to purchase 20,000 shares of our common stock which have not vested and will not be exercisable within 60 days after March 29, 2019. (10) Includes 215,000 shares of common stock which may be acquired pursuant to stock options exercisable within 60 days after March 29, 2019. Does not include options to purchase 20,000 shares of our common stock which have not vested and will not be exercisable within 60 days after March 29, 2019. (11) Includes 5,000 shares of common stock and 125,000 shares of common stock which may be acquired pursuant to stock options exercisable within 60 days after March 29, 2019. Does not include options to purchase 20,000 shares of our common stock which have not vested and will not be exercisable within 60 days after March 29, 2019. (12) Includes 90,000 shares of common stock which may be acquired pursuant to stock options exercisable within 60 days after March 29, 2019. Does not include options to purchase 20,000 shares of our common stock which have not vested and will not be exercisable within 60 days after March 29, 2019. (13) Includes 51,209 shares of common stock held by Mr. Richardson, 239,463 shares of common stock which may be acquired pursuant to stock options exercisable within 60 days after March 29, 2019 and 11,712 shares RSUs which will have vested within 60 days after March 29, 2019. Does not include 15,624 shares underlying restricted stock units which have not vested and will not be exercisable within 60 days after March 29, 2019 or options to purchase 380,704 shares of our common stock which have not vested and will not be exercisable within 60 days after March 29, 2019. (14) Includes 6,000 shares of common stock held by Dr. Ben-Maimon and 60,000 shares of common stock which may be acquired pursuant to stock options exercisable within 60 days after March 29, 2019. Does not include options to purchase 20,000 shares of our common stock which have not vested and will not be exercisable within 60 days after March 29, 2019. (15) Includes 10,000 shares of common stock held by Mr. Finio, 41,667 shares of common stock which may be acquired pursuant to stock options exercisable within 60 days after March 29, 2019 and 10,000 shares RSUs which will have vested within 60 days after March 29, 2019. Does not include 20,000 shares underlying restricted stock units which have not vested and will not be exercisable within 60 days after March 29, 2019 or options to purchase 268,177 shares of common stock which have not vested and will not be exercisable within 60 days after March 29, 2019. 30, 2017,27, 2019, our Board of Directors accepted the recommendation of the Nominating and Corporate Governance Committee and voted to nominate Jason Grenfell-Gardner, Bhaskar Chaudhuri, Steven Koehler, James C. Gale, John Celentano, and Carole S. Ben-Maimon, M.D. and Thomas J. Sabatino, Jr. for election at the annual meeting for a term of one year to serve until the 20182020 annual meeting of stockholders, and until their respective successors have been elected and qualified, or until his or her earlier resignation or removal. Narendra Borkar, who currently serves on our Board of Directors, is not seeking reelection.11 Name Age Position with the Company (1)(2)(3) 5860 Director 5759 Director (2)(1)(3) 6264 Director 6769 Director and Chairman Jason Grenfell-Gardner 4244 Director, President and Chief Executive Officer 6668Director Thomas J. Sabatino, Jr.(2) 60 Director (1) Member of the Organization and Compensation Committee of the Board of Directors. (2) Member of the Audit Committee of the Board of Directors. (3) Member of the Nominating and Corporate Governance Committee of the Board of Directors. NASDAQNasdaq Marketplace Rules: James C. Gale, Bhaskar Chaudhuri, Steven Koehler, John Celentano, and Carole S. Ben-Maimon, M.D.58,60, has served as a member of our Board of Directors since March 2016. Dr. Ben-Maimon is currently the President and CEO of an early stage start up, Chondrial Therapeutics, Inc, which focuses on developing therapies for rare mitochondrial diseases, specifically Friedreich's Ataxia. Prior to joining us, since November 2014, Dr. Ben-Maimon has been a consultant at CSGB Consulting, LLC. From September 2011 to November 2014, Dr. Ben-Maimon served as President of the generic products division of Impax Laboratories, Inc. Prior to that, she served as Senior Vice President, Corporate Strategy, at Qualitest Pharmaceuticals, Inc. from July 2009 to July 2010. Prior to her role at Qualitest, she served as Founder, President and Chief Executive Officer and director of Alita Pharmaceuticals, Inc., an early stage, privately held specialty pharmaceutical company, from September 2006 to June 2009. Dr. Ben-Maimon also held executive positions with and served as a member of the board with Barr Pharmaceuticals from 2001 to 2006, including as President and Chief Operating Officer of Duramed Research, Inc. (a wholly-owned subsidiary of Barr Pharmaceuticals Inc.). Dr. Ben-Maimon also held executive positions with Teva Pharmaceuticals USA, where she served as Senior Vice President, Science and Public Policy, from 2000 to 2001, Senior12 57,59, has served as a member of our Board of Directors since March 2015. Mr. Celentano iscurrently works as an advisor to the pharmaceutical industry. He retired from Bristol-Myers Squibb Company on July 1,in 2013 where he served as Senior Viceheld senior leadership positions including: President, Amylin Integration Leader from July 2012 to June 2013Bristol-Myers Squibb Healthcare Group (Mead Johnson Nutrition, ConvaTec, and as Senior ViceMedical Imaging); Regional President roles in Emerging Markets/Asia Pacific, Latin America/Canada, and UK/Northern Europe; and SVP of Human Resources, Public Affairs and Philanthropy from March 2010 to June 2012. Mr. CelentanoResources. He serves on the board of directorsBoards of privately held JJ White Inc. and YourEncore Inc., as well as The Pennington School. Mr. Celentano also serves as Chairman of the board of directors of CMMB, an international nonprofit healthcare organization. Mr. Celentano holds a B.A. from the University of Delaware and an MBA from Drexel University. We believe Mr. Celentano’s qualifications to serve on the Board of Directors include his extensive experience in the pharmaceutical industry.62,64, has served as a member of our Board of Directors since 2010. Mr. Chaudhuri has more than 20 years’ experience in pharmaceutical management, research and development. Since June 2011, he has been the Operating Partner at Frazier Healthcare Ventures. Prior to that time, Mr. Chaudhuri served as President of Valeant Pharmaceuticals International, Inc. from January 2009 to September 2010. Prior to joining Valeant, Mr. Chaudhuri served for seven years as President and Chief Executive Officer of Dow Pharmaceutical Sciences, Inc. and as a member of its board of directors from 2003 to 2008, at which time Dow was acquired by Valeant. Prior to that, Mr. Chaudhuri served as Executive Vice President of Scientific Affairs at Bertek Pharmaceuticals, Inc., a subsidiary of Mylan N.V., from 1998 to 2000. Prior to his positions at Bertek, Mr. Chaudhuri served as the General Manager of the Dermatology Division of Mylan. Mr. Chaudhuri joined Mylan through the acquisition of Penederm, Inc., where he worked from 1992 to 1998 in a number of senior positions before becoming the Vice President of Research and Development. Mr. Chaudhuri serves on the boards of directors of Corium International, Inc., Silvergate Pharmaceuticals, Inc. and Vyome Biosciences, Ltd. Mr. Chaudhuri holds a B.S. in Pharmacy and an M.S. in Industrial Pharmacy from Jadavpur University and a Ph.D. in Pharmaceutics from the University of Louisiana. We believe Mr. Chaudhuri’s qualifications to serve on the Board of Directors include his many years of experience in the pharmaceutical industry, including his prior positions in senior executive roles at major pharmaceutical companies.67,69, has served as a member of our Board of Directors since 2009. Mr. Gale is the Founding Partner of Signet Healthcare Partners and currently serves as its Managing Director. Prior to founding Signet in 1999, from 1991 to 1998, Mr. Gale was head of principal investment activities and investment banking at Gruntal & Co., LLC. Prior to joining Gruntal, Mr. Gale originated and managed private equity investments for Home Insurance Co., Gruntal’s parent company, from 1989 to 1994. Mr. Gale is currently the Chairman of the Board of Alpex Pharma SA and Knight Therapeutics Inc. He also serves on the boards of directors of Bionpharma Inc., CoreRx, Inc., Leon Nanodrugs GmbH, Chr. Olesen Synthesis A/S and Pharmaceutics International, Inc. He previously served on the board of directors of SpePharm AG. Mr. Gale holds a B.A. from the University of Arizona and an MBA from the University of Chicago. We believe Mr. Gale’s qualifications to serve on the Board of Directors include his investment experience, his role as the head of principal investment activities at Gruntal & Co., LLC, as well as his experience as a director of pharmaceutical companies.42,44, has served as13 66,68, has served as a member of our Board of Directors since October 2014. Mr. Koehler retired from Merck & Co., Inc. in September 2011 where, from November 2009 to September 2011, he served as Vice President, Schering-Plough Controller and Special Projects, and was a member of the Finance Senior Leadership Team. From March 2006 to November 2009, Mr. Koehler served as Vice President, Corporate Controller of Schering-Plough Corporation, where he also served as Chief Accounting Officer.Officer. Prior to his positions at Schering-Plough, Mr. Koehler served in several capacities at The Medicines Company, including Senior Vice President and Chief Financial Officer, from 2004 through 2006, and Vice President, Finance and Business Administration, from 2002 to 2004. From 2001 to 2002, Mr. Koehler was Vice President, Finance and Chief Financial Officer, of Vion Pharmaceuticals, Inc. Prior to his position at Vion, Mr. Koehler served in a number of senior finance positions at Knoll Pharmaceuticals, Inc. and Knoll AG between 1995 and 2001. Mr. Koehler was Vice President, Finance and Treasurer, of Boots Pharmaceuticals, Inc. from 1993 to 1995. From 1977 to 1993, he held positions in finance and accounting with the American Hospital Supply Corporation, then with Baxter International, Inc. after the two companies merged in 1985. Mr. Koehler began his career with Arthur Andersen LLP in Chicago from 1973 to 1977. Mr. Koehler is a Certified Public Accountant (inactive) and holds a B.A. from Duke University and an MBA from the Kellogg Graduate School of Management, Northwestern University. We believe Mr. Koehler’s qualifications to serve on the Board of Directors include his many years of experience in the pharmaceutical industry, including his senior leadership positions at several pharmaceutical companies, as well as his extensive financial experience.2016,2018, there were 8seven meetings of our Board of Directors, and the various committees of the Board of Directors met a total of 16sixteen times. No director attended fewer than 75% of the total number of meetings of the Board and of committees of the Board of Directors on which he served during fiscal 2016.2018. The Board of Directors has adopted a policy under which each member of the Board of Directors is strongly encouraged to attend each annual meeting of our stockholders. All of our directors attended our annual meeting of stockholders held in 2016.9nine times during fiscal 2016.2018. This committee currently has threefour members, Steven Koehler (Chairman), Carole S. Ben-Maimon, M.D., John Celentano and Thomas J. Sabatino, Jr. Effective April 1, 2019, the Board appointed Carole S. Ben-Maimon to serve on the Audit Committee upon the departure of Bhaskar Chaudhuri and John Celentano.from such committee on April 1, 2019. Our Audit Committee’s role and responsibilities are set forth in the Audit Committee’s written charter and include the authority to retain and terminate the services of our independent registered public accounting firm. In addition, the Audit Committee reviews annual financial statements, considers matters relating to accounting policy and internal controls and reviews the scope of annual audits. All members of the Audit Committee satisfy the current independence standards promulgated by the SEC and by the NASDAQNasdaq Marketplace Rules, as such standards apply specifically to members of audit committees. The Board of Directors has determined that Mr. Koehler is an “audit committee financial expert,” as the SEC has defined that term in Item 407 of Regulation S-K. Please also see the report of the Audit Committee set forth elsewhere in this proxy statement.14 6seven times during fiscal 2016.2018. This committee currently has fourthree members, Narendra BorkarJohn Celentano (Chairman), James C. Gale John Celentano and Carole S. Ben-Maimon, M.D. Narendra Borkar, who currently serves on our Board of Directors, is not seeking reelection. On March 30, 2017,Bhaskar Chaudhuri. Effective April 1, 2019, the Board appointed John CelentanoBhaskar Chaudhuri to serve ason the Chairman of our Organization and Compensation Committee effective upon the departure of Narendra BorkarCarole S. Ben-Maimon from such committee on May 18, 2017.April 1, 2019. Our Organization and Compensation Committee’s role and responsibilities are set forth in the Organization and Compensation Committee’s written charter, and includes reviewing, approving and making recommendations regarding our compensation policies, practices and procedures to ensure that legal and fiduciary responsibilities of the Board of Directors are carried out and that such policies, practices and procedures contribute to our success. Our Organization and Compensation Committee also administers our 2016 Equity Incentive Plan (the “2016 Plan”“2016 Plan”). The Organization and Compensation Committee is responsible for the determination of the compensation of our chief executive officer, and shall conduct its decision-making process with respect to that issue without the chief executive officer present. All members of the Organization and Compensation Committee qualify as independent under the NASDAQNasdaq Marketplace Rules.As described in “Compensation Discussion and Analysis – Compensation Consultants,” theThe Hay Group assisted the Organization and Compensation Committee in defining the appropriate market of our peer companies for executive compensation and practices. The Hay Group also assisted the Organization and Compensation Committee in comparing our director compensation program and practices against those of our peers. We used the information that we obtained from the Hay Group primarily for evaluating our executive compensation practices, including measuring the competitiveness of our practices. The Organization and Compensation Committee has assessed the independence of the Hay Group pursuant to SEC rules and the corporate governance rules of the NYSE MKT, the exchange on which the Company’s common stock traded until October 23, 2015, and The NASDAQNasdaq Stock Market, as applicable, and concluded that the Hay Group’s work with and on behalf of the Organization and Compensation Committee raises no conflict of interest.15 2016,2018, the Organization and Compensation Committee determined the appropriate levels of compensation for our named executives by evaluating and weighting the achievement of certain corporate goals. The Organization and Compensation Committee also considered each executive’s weighted personal key performance indicator score, base salary, performance target and target of bonus for each such executive.Please also see the report of the Organization and Compensation Committee set forth elsewhere in this proxy statement.1one time during fiscal 20162018 and has three members, Bhaskar Chaudhuri (Chairman), James C. Gale and Carole S. Ben-Maimon, M.D. The Nominating and Corporate Governance Committee’s role and responsibilities are set forth inBothAll members of the Nominating and Corporate Governance Committee qualify as independent under the NASDAQNasdaq Marketplace Rules.Corporate SecretaryGeneral Counsel at our corporate offices, 105 Lincoln Avenue, PO Box 687, Buena, New Jersey 08310. Corporate Governance Committee considers issues of diversity among its members in identifying and considering nominees for director, and strives, where appropriate, to achieve a diverse balance of backgrounds, perspectives and experience on the board and its committees. Corporate Governance Committee’s written charter is publicly available on the Company’s website atfourthree members, Narendra BorkarJohn Celentano (Chairman), James C. Gale John Celentano and Carole S. Ben-Maimon, M.D. Narendra N. Borkar, who currently serves on our Board of Directors, is not seeking reelection. On March 30, 2017, the Board appointed John Celentano to serve as the Chairman of our Organization and Compensation Committee, effective upon the departure of Narendra Borkar on May 18, 2017. No member of the Organization and Compensation Committee has been an officer or employee of Teligent. None of our executive officers serves on the board of directors or compensation committee of a company that has an executive officer that serves on our Board of Directors or Organization and Compensation Committee.16 2016,2018, we had twothree executive officers who were not also directors: Jenniffer Collins,Damian Finio, who serves as our Chief Financial Officer, and Stephen Richardson, who serves as our Chief Scientific Officer.Officer, and Martin Wilson, who serves as our General Counsel. We have employment agreements with each of our executive officers, Jason Grenfell-Gardner, Jenniffer Collins and Stephen Richardson.officers. See the section of our proxy statement entitled “Officers.Officers.”17 Jenniffer CollinsJenniffer Collins,47,49, has served as our Chief Financial Officer since July 2011. Ms. Collins has over twenty yearsFebruary 2018, after previously serving briefly on our Board of experienceDirectors in accounting and finance. Prior to joining Teligent, since October 2006, she served as Vice President - Treasurer and, previously,2014. He leads the Corporate Controller of the Lightstone Group, a privately held real estate firm, and The Lightstone Value Plus REIT, a publicly traded real estate investment trust. From January 2004 through October 2006, Ms. Collins served as Corporate Controller of Orchid Cellmark, Inc., a publicly held biotechnology company, and, from July 2001 through January 2004, Ms. Collins served as Director of Finance, IT and Investor Relations for Tellium, Inc., a publicly held optical switching company,teams. He has nearly 28 years of Finance experience, most of which was purchased by Zhone Technologies, Inc.spent in November 2003. Her background also includes seven years ofthe pharmaceutical industry. He began his career in public accounting experience, including at Pricewaterhouse Coopers. Ms. Collins earned her CPAKPMG LLP. Then, after spending nearly 14 years in New Jerseya variety of financial roles at AstraZeneca, he served as VP Finance of Daiichi Sankyo Pharma Development, CFO of West-Ward Pharmaceuticals, SVP Finance of Heritage Pharmaceuticals and, most recently, as the CFO of Virtus Pharmaceuticals. Mr. Finio has Bachelor of Science in 1993Accounting from The Pennsylvania State University and graduated with a B.S. in accountingan MBA from Lehigh University.51,52, has served as our Chief Scientific Officer since October 2015. Mr. Richardson has over 30 years of experience in the pharmaceutical industry. Prior to joining Teligent, since August 2014, he served as Principal Consultant at Lachman Consultants, Inc., a leading pharmaceutical consulting company serving globalCOMPENSATION DISCUSSION AND ANALYSISCompensation Discussion and AnalysisThe following Compensation Discussion and Analysis presents an overviewour compensation program, focusing on2017. Prior to joining Teligent, Mr. Wilson served as the elements of compensation awarded or paid to ourVice President and Chief Executive Officer, our Chief Financial OfficerAssistant General Counsel for Endo Pharmaceuticals' generic arm, Par Pharmaceutical, Inc., a position he held for 18 months following the acquisition of Par by Endo. Mr. Wilson was with Par for over 11 years prior to Endo's acquisition and our Chief Scientific Officer, or our “Named Executive Officers.”Compensation Philosophy and Objectives.The Organization and Compensation Committee leads the development of our compensation philosophies and practices, and attempts to ensure that the total compensation paid to our executive officers is fair and reasonable relative to the extremely competitive nature of the specialty generic pharmaceutical industry. For several years, our Company forged through business and financial challenges, and it was not until more recently that the Company has experiencedserved in a significant turn-around and expansion that is largely attributable to the success of our current management team. During the challenging downturn years, the Organization and Compensation Committee focused intently on attracting and rewarding executives with the unique intersection of industry and turnaround skills and made compensation decisions based on our objective of aligning the Company’s key executives’ goals and incentive pay with the goals of our stockholders in order to enable and encourage the turn-around effort, while considering the significant cash constraints the Company operated under from 2010 to 2014. Consistent with our ongoing goal to keep the Company’s key executives’ objectives and incentive pay aligned with the goals of our stockholders, we continue to pursue a compensation philosophy that is intended to provide total compensation opportunities, which include base salary, bonus, long term equity compensation and a health and welfare benefits package intended to incentivize the uniquely skilled employees who will continue to carry out our strategic plan, mission and goals, while maintaining our required high quality standards and growth.Our compensation philosophy is based on the following goals and principles:Attract and retain executives with proven track records of success to ensure the Company has the caliber of executives needed to perform at the highest levels of the industry;Support the Company’s emerging growth strategy to create long-term stockholder value, and meet or exceed key corporate goals and objectives;Appropriately balance current priorities and the longer-term strategy of the Company through short- and long-term incentives;Encourage teamwork and cooperation while recognizing individual contributions by linking variable compensation to the Company and individual performance based on position responsibilities and ability to influence financial and organizational results; andProvide for a limited number of perquisitesroles, most recently as Chief Compliance Officer. Mr. Wilson has a B.S. from Saint Joseph's University in Philadelphia, PA, and supplemental benefits which will only be provided ifobtained a compelling business rationale exists.Consideration of Last Year’s “Say on Pay” Advisory VoteAt last year’s annual meeting of stockholders, we held an advisory stockholder vote on executive compensation. More than 92% of the shares that voted approved our executive compensation describedJ.D. from Villanova University in last year’s proxy statement. The Organization and Compensation Committee viewed the results of this vote as a strong indication that the Company’s stockholders support the compensation policies and practices of the Company. Accordingly, the results of this vote did not affect the Company's executive compensation decisions and policies for our named executive officers during the fiscal year ended December 31, 2016.Components of CompensationThe Organization and Compensation Committee consulted with the Hay Group, an independent third party, in November 2014, to conduct a market benchmark study and review the compensation arrangements between the Company and its Named Executive Officers in comparison to their peers set forth below. The Organization and Compensation Committee consulted with the Hay Group again in September 2015 to request that the Hay Group update their previous work. Specifically, the independent third party’s assessment focused on the following areas of review:Competitiveness of the Company’s current executive compensation program, on a target basis, relative to the proxy peer group;Pay mix for each executive relative to the peer group and/or survey data ; andPrevalence of long-term incentive vehicles and practices within the peer group as well as the mix of LTI.Our compensation program generally provides equivalent benefits for all salaried and hourly-paid employees. For our managers, directors and vice presidents, including our executive officers, we provide additional compensation designed to reward performance. For 2016, the principal components of compensation for our Named Executive Officers were:Base Salary;Performance-Based Annual Bonus;Long-Term Incentive Compensation, including periodic grants of long-term stock-based compensation, such as stock options, which are subject to time-based vesting requirements; andHealth and Welfare Benefits.Summary of 2016 ResultsWe are pleased with another year of progress that we believe is due to management’s effective and successful execution of the Company’s strategic objectives established by our President and Chief Executive Officer and the Board of Directors. The key highlights and accomplishments for our 2016 fiscal year include the following:Achieved total revenue of $66.9 million in 2016, an increase of 51% over the prior year;Filed 12 Abbreviated New Drug Applications (“ANDAs”) with the FDA in 2016. At December 31, 2016, the Company had a total of 36 pending applications on file with the U.S. Food and Drug Administration (the “FDA”);Summary of Compensation for the Year Ended December 31, 2016Base Salary. The salaries for our Named Executive Officers have been established in order to be competitive with market practices so as to allow us to attract and retain senior executive talent. Salary decisions are also influenced by equity grants based on the relationship between salaries among the executives and each executive’s role and responsibilities and the impact on the Company’s performance. Other factors considered by the Organization and Compensation Committee include an executive’s experience, specific skills, tenure and individual performance. In setting base salaries for the Named Executive Officers, we also consider how equity can be used to balance an executive’s overall compensation to make it competitive based on an analysis of peer group data. In 2016, the base salaries of our President and Chief Executive Officer and Chief Financial Officer were increased from $425,000 to $446,250 and from $250,000 to $262,500, respectively.Performance-Based Annual Bonus. Each year, the Organization and Compensation Committee adopts guidelines pursuant to which it calculates the annual cash incentive awards available to our Named Executive Officers, subject to the Organization and Compensation Committee’s oversight and modification. The Organization and Compensation Committee believes that our annual incentive program provides our Named Executive Officers with ateam incentive to both enhance our financial performance and perform at the highest level. The terms of these programs are not contained in a formal written plan. No executive is part of an incentive plan that has any guaranteed bonus amounts.We structured specific annual incentive compensation pay for 2016 based upon the Company’s achievement of its overall corporate goals. In addition, the annual incentive compensation pay of our Chief Financial Officer and Chief Scientific Officer is based on individual performance goals set and established by the President and Chief Executive Officer and reviewed and approved by the Organization and Compensation Committee. After our Board of Directors reviewed the strategic plan and budget for the year, the Organization and Compensation Committee set annual corporate goals designed to induce achievement of that plan and budget. For 2016, in accordance with the employment agreement for the President and Chief Executive Officer, our President and Chief Executive Officer’s bonus target was set at 70% of base compensation, and the Chief Financial Officer’s bonus was set at 40% of base compensation.For the year ended 2016, the Company’s overall corporate objectives were as follows:Achieve a determined level of net sales and adjusted EBITDA and Gross Margin as a percentage of total revenue;Submit a certain number of ANDA filings and a certain number of ANDAs launched; andSignificant progress on the site expansion in Buena, NJBased on the Company’s level of achievement of its corporate goals for 2016, bonuses were paid for 2016 as follows: Base Pay for
Bonus
Calculation ($) (a) Base Bonus
Opportunity
(b) Base Bonus
Available ($)
(c) Base Bonus Paid ($)
(d) Total Bonus
Value Paid ($)
(e)Jason Grenfell-Gardner 446,250 70 % 312,375 256,148 256,148 Jenniffer Collins 262,500 40 % 105,000 82,950 82,950 Stephen Richardson 300,000 40 % 120,000 97,800 97,800 TOTAL 1,008,750 537,375 436,898 436,898 Where:(c), or Base Bonus Available = Base Pay (a) x Base Bonus Opportunity (b);(d), or Base Bonus Paid = Base Pay (a) x Base Bonus Opportunity (b) at 82% for our President and Chief Executive Officer, 79% for our Chief Financial Officer and 82% for our Chief Scientific Officer;(e), or Total Bonus Paid, equals Base Bonus Paid (d) + Discretionary Bonus Paid (e).Long Term Incentive Compensation. The Organization and Compensation Committee considered how equity can be used to balance an executive’s overall compensation to make it competitive based on an analysis of peer group data as well as to incentivize our Named Executive Officers. Based on the foregoing considerations of competitiveness and incentivization, in February 2015, we decided to increase the equity compensation portion of our executive’s overall compensation and instituted an annual equity incentive program for our Named Executive Officers, pursuant to which we would issue, in the sole discretion of our Organization and Compensation Committee, an annual equity grant of options to purchase shares of our common stock and/or RSUs to our Named Executive Officers. The allocation of different securities within each annual equity grant is determined by the Organization and Compensation Committee in its sole discretion. This year’s annual equity grants were approved on February 3, 2017, and were as follows:To our President and Chief Executive Officer:◦options to purchase up to 54,453 shares of our common stock at an exercise price of $7.09 per share, with one-third of the common stock underlying such options to vest ratably over the next three anniversaries of the date of grant, starting on February 3, 2018; and◦26,564 RSUs, with one-third of the common stock underlying such grant to vest ratably over the next three anniversaries of the date of grant, starting on February 3, 2018; andTo our Chief Financial Officer:◦options to purchase up to 24,023 shares of our common stock at an exercise price of $7.09 per share, with one-third of the common stock underlying such options to vest ratably over the next three anniversaries of the date of grant, starting on February 3, 2018; and◦11,720 RSUs, with one-third of the common stock underlying such grant to vest ratably over the next three anniversaries of the date of grant, starting on February 3, 2018.To our Chief Scientific Officer:◦options to purchase up to 27,455 shares of our common stock at an exercise price of $7.09 per share, with one-third of the common stock underlying such options to vest ratably over the next three anniversaries of the date of grant, starting on February 3, 2018; and◦13,394 RSUs, with one-third of the common stock underlying such grant to vest ratably over the next three anniversaries of the date of grant, starting on February 3, 2018.Benefits.Employment Agreements. The Company entered into employment agreements with its President and Chief Executive Officer, Chief Financial Officer and Chief Scientific Officer in connection with their hiring. These agreements provide certain benefits upon a change of control or termination without cause. See “Executive Officer and Director Compensation—Potential Payments upon Termination or Change in Control” set forth elsewhere in this Proxy Statement.The Organization and Compensation Committee believes that reasonable severance and change-in-control benefits are necessary in order to recruit and retain qualified senior executives and are generally required by the competitive recruiting environment within our industry and the marketplace in general. These severance benefits reflect the fact that it may be difficult for our named executive officers to find comparable employment within a short period of time, and are designed to alleviate concerns about the loss of his or her position without cause. The Organization and Compensation Committee also believes that a change-in-control arrangement will provide security that will likely reduce the reluctance of a named executive officer to pursue a change in control transaction that could be in the best interest of our shareholders. Our severance plan is designed to pay severance benefits to a named executive officer for a qualifying separation. Company-Wide Benefits. Executive officers and all full-time employees are eligible to participate in the Company’s standard benefit program, which includes health insurance, 401(k), disability and life insurance, flexible spending accounts, paid time off and holidays. The Company matches employee 401(k) contributions at a rate of 100% of the first 3% of compensation contributed by participants and 50% of the next 2% of compensation contributed by participants. We do not offer any benefits to our Named Executive Officers that are not offered to our other employees.Role of Organization and Compensation Committee and ManagementOur Organization and Compensation Committee is composed exclusively of independent directors and meets regularly both with and without management present. The Organization and Compensation Committee annually sets Named Executive Officer base salaries, establishes annual incentive compensation pay for performance objectives based on both individual and company goals, makes actual awards of annual incentive compensation based on attainment of these goals and other factors the Organization and Compensation Committee deems appropriate, and considers awards of long-term equity compensation. In connection with its review and determination, the Organization and Compensation Committee considers the input of the Chairman of our Board of Directors, who conducts a detailed review of the performance of our President and Chief Executive Officer based on the Chairman’s substantial and meaningful experience in ownership and management of pharmaceutical and life science companies. Our Chairman also presents his recommendation to the Organization and Compensation Committee for any change in base salary or other compensation components for our President and Chief Executive Officer. The Organization and Compensation Committee also seeks input from the President and Chief Executive Officer, particularly related to the establishment and measurement of corporate and individual objectives and recommendations related to overall employee compensation matters.Our President and Chief Executive Officer reviews the performance of, and proposes salary increases for, all managers who report to him, including the other Named Executive Officers. Any increases are generally based upon the individual’s performance during the previous year in addition to the Company’s performance as it relates to the key objectives established at the beginning of the year. The Organization and Compensation Committee reviews and approves the reasonableness of any proposed compensation for the Named Executive Officers. In conducting its review and making its determinations, the Organization and Compensation Committee reviews a history of base salary, cash incentive bonus targets and payouts and equity awards, prepared by the Company’s Human Resources Department (“HR”). During the year, our President and Chief Executive Officer may not change the base salary of the managers who report to him without the prior approval of our Organization and Compensation Committee. Our HR evaluates compensation levels and composition and fashions competitive pay packages on a company-wide basis. HR also works with the President and Chief Executive Officer in planning for recruitment and retention of employees. Compensation ConsultantsThe Organization and Compensation Committee has maintained a structured approach to compensation for our Named Executive Officers and, beginning in 2014, retained the Hay Group as its own independent compensation consultant to provide the Organization and Compensation Committee with support, advice and recommendations. In 2015, our compensation consultant worked with the Organization and Compensation Committee in comparing our executive compensation with pertinent market data taken from published salary surveys reflecting a broad range of entities, both within and outside our own specialty pharmaceutical industry. The study also included publicly reported data from the following selected peer group: Aceto Corporation; Amphastar Pharmaceuticals, Inc.; ANI Pharmaceuticals, Inc.; Antares Pharmaceuticals, Inc.; Cambrex Corporation; DepoMed Inc.; Flamel Technologies SA; Insys Pharmaceuticals, Inc.; Intellipharmaceutics International, Inc.; Lannett Company, Inc.; Sagent Pharmaceuticals, Inc.; Sciclone Pharmaceuticals, Inc.; and Tetraphase Pharmaceuticals, Inc. The Organization and Compensation Committee reviewed these surveys and information in order to obtain a general understanding of current compensation practices and trends for specific positions held as opposed to solely focusing on the Named Executive Officers. This analysis was reviewed in order to confirm the appropriate data, measures and comparisons.With respect to establishing the overall compensation of the President and Chief Executive Officer and Chief Financial Officer, we gathered, analyzed and evaluated the compensation mix provided by our peer group, while keeping in mind the other factors set forth in the Organization and Compensation Committee’s charter. We do not select a specific target or benchmark our Named Executive Officers’ compensation at a certain level or percentage based on other companies’ compensation arrangements. Based on our review of these sources, we determined that prior to 2014, our total compensation and cash compensation for our Named Executive Officers fell significantly below the aggregated 50th percentile of the named executive officers of our peer group. Our goal over the past two years has been to structure our compensation in a manner where the compensation would be competitive in the market place, with a long term focus for our Named Executive Officers’ compensation structure based on their Long-Term Incentive Awards.The Organization and Compensation Committee has analyzed whether the work of our compensation consultant, the Hay Group, has raised any conflict of interest, taking into consideration the following factors: (i) the provision of other services to the Company by the Hay Group; (ii) the policies and procedures of the Hay Group that are designed to prevent conflicts of interest; (iii) any business or personal relationship of the Hay Group or the individual compensation advisors employed by the Hay Group with our President and Chief Executive Officer; (iv) any business or personal relationship of the individual compensation advisors with any member of the Organization and Compensation Committee; and (v) any stock of the Company owned by the Hay Group or the individual compensation advisors employed by the Hay Group. The Organization and Compensation Committee has determined, based on its analysis of the above factors, that the work of the Hay Group and the individual compensation advisors employed by the Hay Group as compensation consultants to the Company has not created any conflict of interest.Other Considerations.Tax Considerations. It has been and continues to be our intent that all non-equity incentive payments be deductible unless maintaining such deductibility would undermine our ability to meet our primary compensation objectives or is otherwise not in our best interest. At this time, essentially all compensation (except certain equity incentives) paid to the Named Executive Officers is deductible under Section 162(m) of the Internal Revenue Code of 1986, as amended. We also regularly analyze the tax effects of various forms of compensation and the potential for excise taxes to be imposed on the executive officers, which might have the effect of frustrating the purposes of such compensation.Accounting Treatment Considerations. We are especially attuned to the impact of Accounting Standards Codification (“ASC”) Topic 718, Stock Compensation, with respect to the grant and vesting of equity compensation awards. Prior to the granting of such awards, we analyze the short and longer-term effects of any particular award on our budget for the year of grant and anticipated financial impact in future years. This information is taken into account in determining the type and vesting parameters for equity-based compensation awards.Timing of Equity Grants and Equity Grant Practices. The Organization and Compensation Committee recommends to the Board of Directors equity compensation to all of the Named Executive Officers and all other Company employees. All awards are made based on the closing price of our stock on the date of the approved award. In addition, awards may be made to new employees upon their joining the Company, and to employees who are promoted during the year. The timing of such awards depends on those specific circumstances and is not tied to any other particular company event, anticipated events or announcements.COMPENSATION COMMITTEE REPORTThe Organization and Compensation Committee of our Board of Directors has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K, which appears elsewhere in this proxy statement, with our management. Based on this review and discussion, the Organization and Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in our proxy statement. Members of the Teligent, Inc.Organization andCompensation Committee18 Narendra BorkarJames C. GaleJohn CelentanoCarole S. Ben-Maimon, M.D.RISKS RELATED TO COMPENSATION PRACTICES AND POLICIESConsistent with SEC disclosure requirements, we have assessed the Company’s compensation policies, practices and awards and have concluded that our compensation policies, practices and awards do not create risks that are reasonably likely to have a material adverse effect on the Company. Our management assessed the Company’s compensation and benefits programs to determine if the programs’ provisions and operations create undesired or unintentional risk of a material nature. We do not have any programs where a participant may be able to directly affect variability or timing of a payout. Rather, our compensation programs include a combination of fixed base salaries, cash bonuses, long-term incentive awards and employee retirement plans that are generally uniform in design and operation throughout the Company and with all levels of employees.Based on the foregoing, we believe that our compensation policies, practices and awards do not create risks that are likely to have a material adverse effect on the Company as a whole. We also believe that our incentive compensation arrangements provide incentives that do not encourage risk-taking beyond the organization’s ability to effectively identify and manage significant risks, are compatible with our effective internal controls and our risk management practices, and are supported by the oversight and administration of the Compensation Committee with regard to executive compensation programs.last three fiscal years ended December 31, 2016, 20152018 and 20142017 to our Chief Executive Officer, our Chief FinancialScientific Officer and our Chief ScientificFinancial Officer.Name and
Principal Position Year
Awards
Awards All Other
Compensation ($) Total ($) Jason Grenfell- 2016 446,250 256,148 211,028 199,366 1,142,991 Gardner, 2015 203,788 866,938 898,689 2,424,190 President and 2014 — — 746,495 Chief Executive Officer Jenniffer Collins, 2016 262,500 82,950 74,483 70,365 513,615 Chief Financial 2015 250,000 75,000 336,105 363,515 1,050,186 Officer 2014 — — 356,649 Stephen 2016 300,000 97,800 37,500 35,428 491,161 Richardson, 2015 22,913 185,500 677,899 1,188,635 Chief Scientific Officer Year Total ($) Jason Grenfell- 2018 459,638 96,830 117,207 102,742 26,386 (2) 802,803 Gardner, 2017 459,638 164,090 188,339 181,802 30,428 (3) 1,024,298 President and Chief Executive Officer Stephen 2018 313,546 85,111 59,096 51,803 18,393 (4) 527,948 Richardson, 2017 309,000 63,036 94,963 91,664 20,017 (5) 578,681 Chief Scientific Officer Damian Finio 2018 287,500 100,000 85,500 156,035 19,461 (6) 720,880 Chief Financial Officer 2017(7) - - - - - - (1) These amounts represent the aggregate grant date fair value for stock awards for fiscal years 2014, 20152016, 2017 and 2016,2018, respectively, computed in accordance with FASB ASC Topic 718. A discussion of the assumptions used in determining grant date fair value may be found in Note 9 to our Financial Statements, included in our Annual Report on Form 10-K for the year ended December 31, 2016.2018.(2) Includes $17,694$14,857 relating to premiums for medical and dental insurance paid for by the Company, $1,905$666 in premiums paid for by the Company for a life insurance policy to benefit Mr. Grenfell-Gardner with a face amount of $600,000, and $10,800 of matching contributions made under the Company’s 401(k) plan.(3) Includes $17,612 relating to premiums for medical and dental insurance paid for by the Company, $1,817 in premiums paid for by the Company for a life insurance policy to benefit Mr. Grenfell-Gardner with a face amount of $415,000, and $10,600$10,800 of matching contributions made under the Company’s 401(k) plan.(3)(4)Includes $17,493$6,835 relating to premiums for medical and dental insurance paid for by the Company, $1,682$666 in premiums paid for by the Company for a life insurance policy to benefit Mr. Grenfell-GardnerRichardson with a face amount of $280,000,$600,000, and $10,600$10,800 of matching contributions made under the Company’s 401(k) plan.(4)Although Mr. Grenfell-Gardner’s annual base salary for 2014 was $350,000, during the fiscal year ended December 31, 2014, he received $361,846 in total base salary due to the inclusion of an additional payroll period during the 2014 calendar year. Although Ms. Collins’ annual base salary for 2014 was $218,463, during the fiscal year ended December 31, 2014, she received $226,572 in total base salary due to the inclusion of an additional payroll period during the 2014 calendar year.(5) Includes receipt of a one-time performance bonus of $75,000 in March 2014.(6)Includes $17,547$7,461 relating to premiums for medical and dental insurance paid for by the Company, $1,336 in premiums paid for by the Company for a life insurance policy to benefit Mr. Grenfell-Gardner with a face amount of $280,000, and $14,016 of matching contributions made under the Company’s 401(k) plan.(7)Includes $21,413 relating to premiums for medical and dental insurance paid for by the Company and $1,905 in premiums paid for by the Company for a life insurance policy to benefit Ms. Collins with a face amount of $415,000.(8)Includes $23,885 relating to premiums for medical and dental insurance paid for by the Company and $1,682 in premiums paid for by the Company for a life insurance policy to benefit Ms. Collins with a face amount of $280,000.(9)Includes receipt of a one-time performance bonus of $30,000 in March 2014.(10)Includes $24,027 relating to premiums for medical and dental insurance paid for by the Company and $1,336 in premiums paid for by the Company for a life insurance policy to benefit Ms. Collins with a face amount of $280,000.(11)Includes $8,773 relating to premiums for medical and dental insurance paid for by the Company, $1,060$1,817 in premiums paid for by the Company for a life insurance policy to benefit Mr. Richardson with a face amount of $415,000, and $10,600$10,800 of matching contributions made under the Company’s 401(k) plan.(12)Although Mr. Richardson’s annual base salary is $300,000, during the fiscal year ended December 31, 2015, he received $75,000 in total base salary due to the commencement of his employment on October 5, 2015.(13)(6)Includes $15$8,929 relating to premiums for medical and dental insurance paid for by the Company and $2,308$399 in premiums paid for by the Company for a life insurance policy to benefit Mr. Finio with a face amount of $600,000, and $10,000 of matching contributions made under the Company’s 401(k) plan.(7) Mr. Finio was appointed our Chief Financial Officer in February 2018. 201619 Name Grant date All other stock
awards: Number
of shares of stock
or units
(#) All other option
awards: Number of
securities
underlying options
(#) Exercise or base
price of option
awards
($/Share) Grant date
fair value of
stock and
option awards
($)
President and Chief Executive Officer 1/26/16 - 56,274 7.50 199,366 1/26/16 28,137 - - 211,082 1/26/16 - 19,861 7.50 70,365 1/26/16 9,931 - - 74,483 1/26/16 - 10,000 7.50 35,428 1/26/16 5,000 - - 37,500 Name Grant date 3/22/2018 — 66,406 3.53 102,742 3/22/2018 33,203 — — 117,207 Damian Finio, Chief Financial Officer 2/5/2018 — 125,000 — 156,035 2/5/2018 30,000 — — 85,500 Stephen Richardson, Chief Scientific Officer 3/22/2018 — 33,482 3.53 51,803 3/22/2018 16,741 — — 59,096 herhis annual base salary. The equity grants wouldwere to be made pursuant to our 2009 Equity Incentive Plan, (the "2009 Plan"), which has since been discontinued and was replaced by theour 2016 Plan, and, if granted, would be subject to a three-year vesting schedule. The allocation of different securities within each annual equity grant shall be determined by the Organization and Compensation Committee in its sole discretion. The annual equity grants for the year ended December 31, 20162018 were approved on February 3, 2017,March 22, 2018 and were as follows:To our President and Chief Executive Officer:· To our President and Chief Executive Officer: ◦o options to purchase up to 56,27466,406 shares of our common stock at an exercise price of $7.50$3.53 per share, with one-third of the common stock underlying such options to vest ratably over the next three anniversaries of the date of grant, starting on January 26, 2017;March 22, 2019; and◦o28,13733,203 RSUs, with one-third of the common stock underlying such grant to vest ratably over the next three anniversaries of the date of grant, starting on January 26, 2017;March 22, 2019; andTo our Chief Financial Officer:· To our Chief Financial Officer: ◦o options to purchase up to 19,861125,000 shares of our common stock at an exercise price of $7.50$2.85 per share, with one-third of the common stock underlying such options to vest ratably over the next three anniversaries of the date of grant, starting on January 26, 2017;February 5, 2019; and◦o9,93130,000 RSUs, with one-third of the common stock underlying such grant to vest ratably over the next three anniversaries of the date of grant, starting on January 26, 2017.February 5, 2019.To our Chief Scientific Officer:· To our Chief Scientific Officer: ◦o options to purchase up to 10,00033,482 shares of our common stock at an exercise price of $7.50$3.53 per share, with one-third of the common stock underlying such options to vest ratably over the next three anniversaries of the date of grant, starting on January 26, 2017;March 22, 2019; and◦o5,00016,741 RSUs, with one-third of the common stock underlying such grant to vest ratably over the next three anniversaries of the date of grant, starting on January 26, 2017.March 22, 2019.20 $446,250 for the fiscal year ended 2016.$459,638.Mr. Grenfell-Gardner is also eligible to receive an annual performance bonus for each calendar year during the term of his employment, which may be payable in either cash, stock options and/or restricted stock, provided Mr. Grenfell-Gardner is employed on December 31 of such fiscal year. Mr. Grenfell-Gardner’s target annual performance bonus will be equal to 70% of his base salary then-in effect for the applicable fiscal year. The amount of any such annual performance bonus shall be determined by the Organization and Compensation Committee of the Board of Directors in their discretion, with reference to Mr. Grenfell-Gardner’s fulfillment of performance goals established by the Organization and Compensation Committee of our Board of Directors.were initiallyare subject to and governed by the terms of the 2009 Plan, which has since been discontinued and replaced by the 2016 Plan and a restricted stock award agreement and stock option award agreement, respectively. The Supplemental Option was initiallyis subject to and governed by the terms of the 2009 Plan, which has since been discontinued and replaced by the 2016 Plan and stock option award agreements. In addition, any options or restricted stock that remain unvested immediately prior to a change in control, as defined below, will immediately vest, provided that Mr. Grenfell-Gardner remains in continuous service with the Company through the consummation of that change in control.Jenniffer CollinsMr. Finio joined Teligent as our Chief Financial Officer pursuant to an employment agreement, effective July 21, 2011dated January 2, 2018 (the “CFO“CFO Employment Agreement”Agreement”). Under the CFO Employment Agreement, Ms. CollinsMr. Finio receives an annual base salary of $210,000,$325,000, which was increasedis subject to annual review by the Company. He also received a one-time sign-on bonus of $100,000 in accordance with terms of the CFO Employment Agreement to $262,500 for the fiscal year ended 2016. Ms. Collinscash. Mr. Finio is also eligible to receive an annual performance bonus for each calendar year during the term of herhis employment, which may be payable in either cash, stock options and/or restricted stock, provided Ms. CollinsMr. Finio is employed on December 31 of such fiscal year. Ms. Collins’Mr. Finio’s target annual performance bonus iswill be equal to 40% of herhis base salary then-inthen in effect for the applicable fiscal year. The amount of any such annual performance bonus shall be determined by the Organization and Compensation Committee of the Board of Directors in their discretion, with reference to Ms. Collins’Mr. Finio’s fulfillment of performance goals established by the Board of Directors or any committee with respect to the applicable fiscal year.Ms. CollinsMr. Finio received an optiona one-time grant of 30,000 restricted stock units and incentive stock options to purchase 225,000125,000 shares of the Company’s common stock. The restricted stock at an exercise price of $1.04 per share. The option was initially subject tounits and options are governed by the terms of the 2009 Plan, which has since been discontinued and replaced by the 2016 Plan and a stock option award agreement,will vest according to the following schedule: one-third of the shares subject to such awards shall vest on each of the first, second and is now fully vested.third anniversaries of the effective date of the CFO Employment Agreement. In addition, any options or restricted stock that remain unvested immediately prior to a change in control, as defined below, will immediately vest, provided that Ms. CollinsMr. Finio remains in continuous service with the Company through the consummation of that change in control.21 Ms. Collins’Mr. Finio’s employment at any time, provided that Ms. CollinsMr. Finio shall provide 30 days’ written notice to the Company of any such termination.Ms. CollinsMs. CollinsMr. Finio also agrees to assign certain intellectual property to the Company. Ms. CollinsMr. Finio is also entitled to participate in certain of the Company’s benefit programs on the same terms and conditions generally provided by the Company to its executive employees.$300,000.$300,000, which was increased in accordance with terms of the CFO Employment Agreement to $313,546 for the fiscal year ended December 31, 2018. Mr. Richardson is also eligible to receive an annual performance bonus for each calendar year during the term of his employment, which may be payable in either cash, stock options and/or restricted stock, provided Mr. Richardson is employed on December 31 of such fiscal year. Mr. Richardson’s target annual performance bonus will be equal to 40% of his base salary then in effect for the applicable fiscal year. The amount of any such annual performance bonus shall be determined by the Organization andwas initiallyis subject to and governed by the terms of the 2009 Plan, which has since been discontinued and replaced by the 2016 Plan and a stock option award agreement, with one-third of the common stock underlying such options to vest ratably over the next three anniversaries of the date of grant, starting on October 5, 2016. Mr. Richardson also received 25,000 RSUs, with one-third of the common stock underlying such grant to vest ratably over the next three anniversaries of the date of grant, starting on October 5, 2016. In addition, any options or restricted stock that remain unvested immediately prior to a change in control, as defined below, will immediately vest, provided that Mr. Richardson remains in continuous service with the Company through the consummation of that change in control.22 20162018 Fiscal Year-End2016 Option Awards Stock Awards Name
Underlying
Unexercised
Options
Securities
Underlying
Unexercised
Options
Exercise Price Option
Expiration
Date
Shares or Units
of Stock That
Have Not
Vested
Shares or Units
of Stock That
Have Not
Vested Jason 975,000 0 1.02 7/30/22 0 0 Grenfell- Gardner, 25,000 0 1.02 7/30/22 0 0 President and Chief 25,000 0 2.89 12/30/23 0 0 Executive Officer 60,000 120,000 10.67 2/11/25 54,166 358,037 14,166 28,334 10.67 2/11/25 0 0 56,274 7.50 1/26/26 28,137 185,986 Jenniffer 225,000 0 1.04 12/22/21 0 0 Collins, Chief 25,000 50,000 10.67 2/11/25 21,000 138,810 Financial Officer 5,000 10,000 10.67 2/11/15 19,861 7.50 1/26/26 9,931 65,644 Stephen 66,666 133,334 7.42 10/5/25 16,666 110,162 Richardson, Chief 10,000 7.50 1/26/26 5,000 33,050 Scientific Officer Option Awards Stock Awards Name Jason 975,000 – 1.02 7/30/22 – – Grenfell- Gardner, 25,000 – 1.02 7/30/22 – – President and Chief 25,000 – 2.89 12/30/23 – – Executive Officer 180,000 – 10.67 2/11/25 – – 42,500 – 10.67 2/11/25 – – 37,516 18,758 7.50 1/26/26 9,379 12,849 18,151 36,302 7.09 2/3/27 17,709 24,261 66,406 3.53 3/22/28 33,203 45,488 Damian – 125,000 2.85 2/5/28 30,000 41,100 Finio, Chief – – – – – – Financial Officer – – – – – – Stephen 200,000 – 7.42 10/5/25 – – Richardson, Chief 6,666 3,334 7.50 1/26/26 1,666 2,282 Scientific Officer 9,151 18,304 7.09 2/3/27 8,929 12,233 – 33,482 3.53 3/22/28 16,741 22,935 (1) Mr. Grenfell-Gardner’s grants of (i) options to purchase up to 56,27466,406 and (ii) 28,13733,203 RSUs each vest over a three-year period in three equal installments beginning on January 26, 2017. Ms. Collins’March 22, 2019. Mr. Finio’s grants of (i) options to purchase up to 19,861125,000 shares of common stock and (ii) 9,93130,000 RSUs each vest over a three-year period in three equal installments beginning on January 26, 2017.February 5, 2019. Mr. Richardson’s grants of (i) options to purchase up to 10,00033,482 shares of common stock and (ii) 5,00016,741 RSUs vest over a three-year period in three equal installments beginning on January 26, 2017.March 22, 2019.(2) The market value of the stock awards is determined by multiplying the number of shares by $6.61,$1.37, the closing price of our common stock on the NASDAQNasdaq Global Select Market on December 31, 2016,2018, the last day of our fiscal year.23 20162016.2016.Stock AwardsNameNumber of Shares Acquired on Vesting (#)Value Realized on Vesting ($)Jason Grenfell-Gardner,27,084(1)161,964President and Chief Executive OfficerJenniffer Collins,10,500(2)62,790Chief Financial OfficerStephen Richardson,8,334(3)63,508Chief Scientific OfficerName Value Realized on Vesting ($) Jason Grenfell-Gardner, – – 45,317 (1) 137,530 Damian Finio, – – – – Chief Financial Officer Stephen Richardson, – – 14,465 (2) 45,659 Chief Scientific Officer (1) 27,0849,379 shares vested on February 11, 2016January 26, 2018 and the value realized is calculated by multiplying the closing price of our common stock on the vesting date ($5.98)3.31).(2)10,500 8,855 shares vested on February 3, 2018 and the value realized is calculated by multiplying the closing price of our common stock on February 5, 2018 ($2.85). The vesting date of February 3, 2018 was a Saturday. 27,083 shares vested on February 11, 20162018 and the value realized is calculated by multiplying the closing price of our common stock on February 12, 2018 ($3.00). February 11, 2018 was a Sunday.(2) 1,667 shares vested on January 26, 2018 and the vale realized is calculated by multiplying the closing price of our common stock on the vesting date ($3.31). 4,465 shares vested on February 3, 2018 and the value realized is calculated by multiplying the closing price of our common stock on February 5, 2018 ($2.85). The vesting date of February 3, 2018 was a Saturday. 8,333 shares vested on October 5, 2018 and the value realized is calculated by multiplying the closing price of our common stock on the vesting date ($ 5.98)3.00).(3)248,334 shares vested on October 5, 2016 and the value realized is calculated by multiplying the closing price of our common stock on the vesting date ($7.62).Ms. CollinsMr. Finio and Mr. Richardson provide that, in the event of a “change in control,” provided they remain in continuous service with the Company through the consummation of such change in control, all unvested options and restricted stock awarded to them will immediately vest.25 In 2009, our Board of Directors unanimously adopted a non-employee director compensation program, which remained in effect through December 31, 2015 and provided as follows:on January 2nd of each year (or at the time of his or her appointment), each non-employee director shall be granted options to purchase 15,000 shares of our common stock under our 1999 Director Stock Option Plan, which has since been terminated;on January 2nd of each year, each of the Chairman of the Board of Directors, the Audit Committee and the Organization and Compensation Committee shall be granted options to purchase an additional 20,000, 20,000 and 15,000 shares of our common stock under our 1999 Director Stock Option Plan, which has since been terminated, respectively; andan annual cash retainer of $25,000, which is payable on a quarterly basis. In addition, at the time of his or her appointment, each newly elected director shall be granted options to purchase an additional 15,000 shares of our common stock under our 2016 Plan.All of such options are granted at an exercise price equal to the closing price of our common stock reported by the NASDAQ Stock Market on the date of grant and vest fully on the first anniversary of the date of grant.an annual cash retainer of $25,000;an annual grant of options to purchase 20,000 shares of common stock;each member of the Audit Committee receives an annual cash retainer equal to $10,000, and the Chairman of the Audit Committee receives an additional cash retainer equal to $10,000;each member of the Organization and Compensation Committee receives an annual cash retainer equal to $7,500, and the Chairman of the Organization and Compensation Committee receives an additional cash retainer equal to $7,500; andeach member of the Nominating and Corporate Committee receives an annual cash retainer equal to $5,000, and the Chairman of the Nominating and Corporate Committee receives an additional cash retainer equal to $5,000. · an annual cash retainer of $25,000; · an annual grant of options to purchase 20,000 shares of common stock; · each member of the Audit Committee receives an annual cash retainer equal to $10,000, and the Chairman of the Audit Committee receives an additional cash retainer equal to $10,000; · each member of the Organization and Compensation Committee receives an annual cash retainer equal to $7,500, and the Chairman of the Organization and Compensation Committee receives an additional cash retainer equal to $7,500; and · each member of the Nominating and Corporate Governance Committee receives an annual cash retainer equal to $5,000, and the Chairman of the Nominating and Corporate Governance Committee receives an additional cash retainer equal to $5,000. 26 2016servedserves as our President and Chief Executive Officer, during the year ended December 31, 2016, and continues to serve in that capacity, does not receive additional compensation for his service as a director and, therefore, is not included in the Director Compensation table below. All compensation paid to Mr. Grenfell-Gardner is reported in the Summary Compensation Table included under “Executive Officer and Director Compensation.”Name
Value and
Nonqualified Deferred
Compensation
Earnings James. C. Gale 37,500 83,158 — 120,658 40,000 83,158 — 123,158 Bhaskar Chaudhuri 45,000 83,158 — 128,158 Steven Koehler 45,000 83,158 — 128,158 John Celentano 42,500 83,158 — 125,658 28,125 45,350 — 73,475 Name James. C. Gale 37,500 33,400 — 70,900 Bhaskar Chaudhuri 45,000 33,400 — 78,400 Steven Koehler 45,000 33,400 — 78,400 John Celentano 50,000 33,400 — 83,400 Carole S. Ben-Maimon, M.D. 37,500 33,400 — 70,900 Thomas J. Sabatino, Jr. 35,000 77,014 — 112,014 (1) These amounts represent the aggregate grant date fair value of options granted to each director in 20162017 computed in accordance with FASB ASC Topic 718. A discussion of the assumptions used in determining the grant date fair value can be found in Note 129 to our Financial Statements, included in our Annual Report on Form 10-K for the year ended December 31, 2016,2018, which for Messrs. Gale, Borkar, Chaudhuri, Koehler and Celentano was $4.16 per share and for Ms. Ben-Maimon was $2.27 per share.$1.44.(2)Mr. Gale agreed to defer payment of his fees until the Company becomes profitable.(3)Mr. Borkar served on our Board of Directors throughout 2016 but is not seeking reelection.(4)Dr. Ben-Maimon was appointed to our Board of Directors in March 2016.2016. (a) (b) (c) Plan category
exercise
options,
equity compensation plans 4,105,369 4.76 1,981,867 Total 4,105,369 4.76 1,981,867 (a) (b) (c) Plan category Equity compensation plans approved by security holders(1) 4,352,391 4.61 3,113,374 Total 4,352,391 4.61 3,113,374 (1) These plans consist of the 2016 Equity Incentive Plan, the 2009 Equity Incentive Plan, as amended, and the 1999 Stock Incentive Plan, as amended.Director Plan.(2) 2016,2018, we had 4,105,3693,113,374 shares available for issuance pursuant to the 2016 Equity Incentive Plan.27 NASDAQ,Nasdaq, has furnished the following report:EisnerAmperDeloitte & Touche LLP. In fulfilling its responsibilities for the financial statements for the fiscal year ended December 31, 2016,2018, the Audit Committee took the following actions:Reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2016 with management and EisnerAmper LLP, our independent registered public accounting firm;Discussed with EisnerAmper LLP the matters required to be discussed in accordance with Auditing Standard No. 16 - Communications with Audit Committees; andReceived written disclosures and the letter from EisnerAmper LLP regarding its independence as required by applicable requirements of the Public Company Accounting Oversight Board regarding EisnerAmper LLP communications with the Audit Committee and further discussed with EisnerAmper LLP their independence. The Audit Committee also considered the status of pending litigation, taxation matters and other areas of oversight relating to the financial reporting and audit process that the committee determined appropriate.· Reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2018 with management and Deloitte & Touche LLP, our independent registered public accounting firm; · Discussed with Deloitte & Touche LLP the matters required to be discussed in accordance with Auditing Standard No. 1301 - Communications with Audit Committees; and · Received written disclosures and the letter from Deloitte & Touche LLP regarding its independence as required by applicable requirements of the Public Company Accounting Oversight Board regarding Deloitte & Touche LLP’s communications with the Audit Committee and further discussed with Deloitte & Touche LLP their independence. The Audit Committee also considered the status of pending litigation, taxation matters and other areas of oversight relating to the financial reporting and audit process that the committee determined appropriate. EisnerAmperDeloitte & Touche LLP, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 20162018 for filing with the SEC. Steven Koehler (Chair) Bhaskar ChaudhuriCarole S. Ben-Maimon, M.D. 2016.28 30, 2017,27, 2019, the Board of Directors nominated Jason Grenfell-Gardner, Bhaskar Chaudhuri, Steven Koehler, James C. Gale, John Celentano, and Carole S. Ben-Maimon, M.D. and Thomas J. Sabatino, Jr., for election at the annual meeting. If they are elected, they will serve on our Board of Directors until the 20182020 Annual Meeting of Stockholders and until their respective successors have been elected and qualified, or until his or her earlier resignation or removal.and Carole S. Ben-Maimon, M.D. and Thomas J. Sabatino, Jr. In the event that any of the nominees become unable or unwilling to serve, the shares represented by the enclosed proxy will be voted for the election of such other person as the Board of Directors may recommend in that nominee’s place. We have no reason to believe that any nominee will be unable or unwilling to serve as a director.AND CAROLE S. BEN-MAIMON, M.D. AND THOMAS J. SABATINO, jr. AS DIRECTORS, AND PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED IN FAVOR THEREOF UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.29 EisnerAmperDeloitte & Touche LLP as our independent registered public accounting firm to audit our financial statements for the fiscal year ending December 31, 2017.EisnerAmperDeloitte & Touche LLP audited our financial statements for the fiscal year ended December 31, 2016.2018. We expect that representatives of EisnerAmperDeloitte & Touche LLP will be present at the annual meeting, will be able to make a statement if they so desire and will be available to respond to appropriate questions.EisnerAmperDeloitte & Touche LLP, the Audit Committee reviewed auditor independence issues and existing commercial relationships with EisnerAmperDeloitte & Touche LLP and concluded that EisnerAmperDeloitte & Touche LLP has no commercial relationship with the Company that would impair its independence for the fiscal year ending December 31, 2016.2016,2018 and December 31, 2015,2017, and fees billed for other services rendered by each of Deloitte & Touche LLP and EisnerAmper LLP during those periods. 2016 2015 $ 540,000 $ 293,000 Audit-related fees: — — Tax fees: — — All other fees: Total $ 540,000 $ 293,000 2018 2017 Audit fees:(1) $ 1,648,970 $ 456,450 Audit-related fees: $ — Tax fees:(2) $ — All other fees: Total $ 1,648,970 $ 456,450 (1) Audit fees consisted of audit work performed in the preparation of financial statements, as well as work generally only the independent registered public accounting firm can reasonably be expected to provide, such as statutory audits. Fees in 2016 included $100,000$1,000,000 of the amount reflects the Deloitte & Touche LLP fees and $648,970 of the amount reflects the EisnerAmper LLP fees.(2) Tax fees consist principally of assistance with matters related to additional negotiated fees for 2015 work performed in 2016.Section 328 Analysis as well as tax compliance and reporting.30 EisnerAmperDeloitte & Touche LLP as our independent registered public accounting firm, the Audit Committee will reconsider its appointment.EISNERAMPERDELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AND PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED IN FAVOR OF SUCH RATIFICATION UNLESS A STOCKHOLDER INDICATES OTHERWISE ON THE PROXY.31 the Compensation Discussion and Analysis, the compensation tables and related material contained in this proxy statement. Because your vote is advisory, it will not be binding on our Organization and Compensation Committee or our Board of Directors. However, the Organization and Compensation Committee and the Board of Directors will review the voting results and take them into consideration when making future decisions regarding executive compensation. We have determined to hold an advisory vote to approve the compensation of our named executive officers annually, and the next such advisory vote will occur at the 20182020 Annual Meeting of Stockholders.Stockholders are urged to read the Compensation Discussion and Analysis section of this proxy statement, which discusses how our compensation policies and procedures implement our compensation philosophy. The Organization and Compensation Committee and the Board of Directors believe that these policies and procedures are effective in implementing our compensation philosophy and in achieving its goals.2017 annual meeting:Compensation Discussion and Analysis, the compensation tables and the related material disclosed in this proxy statement, is hereby APPROVED.”32 33 NASDAQ.20182020 Annual Meeting of Stockholders, we must receive stockholder proposals (other than for director nominations) no later than December 4, 2017.5, 2019. To be considered for presentation at the 20182020 Annual Meeting, although not included in the proxy statement, proposals (including director nominations that are not requested to be included in our proxy statement) must be received no earlier than February 17, 201821, 2020 and no later than March 19, 2018,20182020 Annual Meeting is more than 60 days before or more than 60 days after May 18, 2018,21, 2020, proposals must be received no earlier than the 90th day prior to the 20182020 Annual Meeting Date and no later than 60 days prior to the 20182020 Annual Meeting Date or the 15th day following the day on which public announcement of the date of the 20182020 Annual Meeting is first made by the Company.Proposals that are not received in a timely manner will not be voted on at the 20182020 Annual Meeting. If a proposal is received on time, the proxies that management solicits for the meeting may still exercise discretionary voting authority on the proposal under circumstances consistent with the proxy rules of the SEC. All stockholder proposals should be marked for the attention of our Corporate Secretary at our corporate offices, 105 Lincoln Avenue, PO Box 687, Buena, New Jersey 08310.2017201934 
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