Document

DEF 14A 1 optnfinalproxy2023.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934


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OptiNose, Inc.
(Name of Registrant as Specified In Its Charter)
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NOTICE OF 2023 ANNUAL MEETING

OF STOCKHOLDERS AND PROXY STATEMENT

______________________________________________________________________________________________________

Meeting Date

June 8, 2023

______________________________________________________________________________________________________

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON JUNE 8, 2023:

This Notice of Annual Meeting and Proxy Statement, proxy card and our Annual Report for the year ended December 31, 2022 are first being sent to stockholders on or about May 1, 2023. In addition, a complete set of the proxy materials are available on the Internet at www.proxyvote.com.

TABLE OF CONTENTS


			Page
NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS
PROXY STATEMENT
NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS
2023 PROXY STATEMENT SUMMARY			1
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS, VOTING AND THE ANNUAL MEETING			3
Proxy Materials			3
Voting Information			3
Attending the Annual Meeting			7
PROPOSALS			7
Proposal 1: Election of Directors			7
Proposal 2: Increase in the Number of Authorized Shares of Common Stock			8
Proposal 3: Advisory Vote on Executive Compensation			9
Proposal 4: Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation			10
Proposal 5: Ratification of the Appointment of Independent Registered Public Accounting Firm			11
Other Proposed Action			11
EXECUTIVE OFFICERS AND DIRECTORS			12
Executive Officers			12
Directors			14
STOCK OWNERSHIP			19
Stock Ownership of Directors, Officers and Principal Stockholders			19
CORPORATE GOVERNANCE AND BOARD MATTERS			21
Director Independence			21
Board Leadership Structure and Role of the Board in Risk Oversight			21
Board Meetings			22
Board Committees			23
Nomination of Director Candidates			26
Stockholder Communications with Directors			27
Board Diversity			27
Compensation Committee Interlocks and Insider Participation			27
Code of Ethics			27
Corporate Governance Guidelines			28
Hedging and Pledging Prohibition			28
Audit Committee Report			28
RELATED PARTY TRANSACTIONS			29
Related Party Transaction Policy			29
Certain Relationships and Related Party Transactions			30
EXECUTIVE COMPENSATION			30
DIRECTOR COMPENSATION			40
OUR EQUITY COMPENSATION PLANS			41
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			41
Fees Paid to Independent Registered Public Accounting Firm			42
Pre-Approval Policies and Procedures			42
DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS			42
AVAILABILITY OF ANNUAL REPORT			43
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS			43
ANNEX A: AUTHORIZED SHARES AMENDMENT			44

________________________

In this Proxy Statement, the words “Optinose,” “the Company,” “we,” “our,” “us” and similar terms refer to OptiNose, Inc. and its consolidated subsidiaries, unless the context indicates otherwise.

OPTINOSE®, XHANCE® and the Optinose logo are trademarks of ours in the United States. Other trademarks, trade names and service marks appearing in this Proxy Statement are the property of their respective owners.


Ramy A. Mahmoud, M.D., M.P.H.
Chief Executive Officer			May 1, 2023


Time and Date	Record Date	Place	Number of Common Shares Eligible to Vote as of the Record Date
8:30 a.m. (Eastern Time) on June 8, 2023	April 18, 2023	1020 Stony Hill Road, Suite 300, Yardley, PA 19067	111,955,893


		Board Recommendation
Proposal No. 1:	To elect Eric Bednarski, R. John Fletcher and Catherine Owen to our Board of Directors, each to serve until our 2026 Annual Meeting of Stockholders or until such person's successor is duly elected and qualified.	FOR ALL
Proposal No. 2:	To approve an amendment to our Fourth Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 200,000,000 to 350,000,000.	FOR
Proposal No. 3:	To approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in the accompanying Proxy Statement.	FOR
Proposal No. 4:	To approve, on a non-binding advisory basis, the frequency of future non-binding advisory votes to approve the compensation of our named executive officers.	1 YEAR
Proposal No. 5:	To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023	FOR


Size of Board (set by the Board)						9 *
Number of Independent Directors						8 *
Independent Chairman of the Board						Yes
Review of Independence of Board						Annual
Independent Directors Meet Without Management Present						Yes
Voting Standard for Election of Directors in Uncontested Elections						Plurality
Poison Pill						No
Diversity of Board Background, Experience and Skills						Yes


Ramy A. Mahmoud, M.D., M.P.H.						Dr. Mahmoud has served as our Chief Executive Officer and as a member of our Board of Directors since January 2023. Prior to being appointed Chief Executive Officer, Dr. Mahmoud served as our President and Chief Operating Officer since 2010. Prior to joining us, Dr. Mahmoud spent 14 years at Johnson & Johnson, where he most recently served as Chief Medical Officer and a member of the Global Management Board of the Ethicon group of companies. During his tenure at Johnson & Johnson, he also held senior roles in the pharmaceutical sector. Dr. Mahmoud served for 10 years on active duty in the U.S. Army and an additional 10 years in the Army Reserves, achieving the rank of Lieutenant Colonel. During his military service, Dr. Mahmoud held various patient care, research, and academic positions, culminating in his position as the head of the Department of Epidemiology at the Walter Reed Army Institute of Research. He has published more than 80 peer-reviewed papers and textbook chapters, and has served as a scientific reviewer for a number of journals and textbooks. Dr. Mahmoud earned a Master of Healthcare Management and Policy degree from the Harvard School of Public Health and an M.D. from the University of Miami. He has earned board certification in both Public Health/Preventive Medicine and in Internal Medicine.
Chief Executive Officer since January 2023


Anthony J. Krick						Mr. Krick has served as our Chief Accounting Officer since June 2022. Prior to being appointed Chief Accounting Officer, Mr. Krick served as our VP, Controller since November 2021. Prior to joining Optinose, Mr. Krick served as the Corporate Controller of Verrica Pharmaceuticals Inc., a publicly-traded medical dermatology company, from February 2020 to November 2021. Prior to joining Verrica, Mr. Krick served as Executive Director, Financial Planning & Analysis at Strongbridge Biopharma, plc, a pubicly-traded rare disease company, from May 2017 to Feburary 2020. Earlier in his career, Mr. Krick held a number of positions of increasing responsibility at GlaxoSmithKline, Endo Pharmaceuticals and Ernst & Young, LLP. Mr. Krick earned a Bachelor of Science in accounting from Albright College and is a Certified Public Accountant (voluntary inactive status).
Chief Accounting Officer since June 2022

Michael F. Marino						Mr. Marino has served as our Chief Legal Officer and Corporate Secretary since January 2017 and as a member of the board of directors of OptiNose AS since June 2018. Prior to joining Optinose, Mr. Marino served as Senior Vice President, General Counsel and Corporate Secretary of Fibrocell Science, Inc., a publicly-traded cell and gene therapy company, from 2015 to 2017, and as Senior Vice President, General Counsel and Corporate Secretary of NuPathe Inc., a publicly-traded specialty pharmaceutical company from 2010 until the sale of NuPathe to Teva Pharmaceutical Industries Ltd. in 2014. From 2001 to 2010, Mr. Marino was an attorney at the law firms of Morgan, Lewis & Bockius LLP and WilmerHale LLP where his practice focused on mergers and acquisitions, financing transactions, collaborations, corporate governance, securities and other general corporate matters. Mr. Marino earned a B.S. in Accountancy from Villanova University and a J.D. from Boston College Law School.
Chief Legal Officer and Corporate Secretary since January 2017

Paul Spence Chief Commercial Officer since December 2022						Mr. Spence has served as our Chief Commercial Officer since December 2022. Prior to joining Optinose, Mr. Spence was most recently the Senior Vice President and U.S. Pharma Chief Commercial Officer at Nestlé Health Sciences where he led the Aimmune Gastrointestinal and Food Allergy businesses from 2020 to 2022 and prior to that, VP U.S. Commercial at Nestlé Health Sciences from 2016 to 2019. Prior to joining Nestlé Health Sciences, he had commercial roles of increasing responsibility at Boehringer-Ingelheim Pharmaceuticals, Sanofi-Aventis, and Bristol-Myers Squibb. Mr. Spence earned a Bachelor of Science in Finance and Accounting from Penn State University and an MBA from Villanova University.


Joseph C. Scodari						Mr. Scodari has served as Chairman of our Board of Directors since October 2017. Mr. Scodari was Worldwide Chairman, Pharmaceuticals Group, of Johnson & Johnson, and a member of Johnson & Johnson's Executive Committee from March 2005 until his retirement in March 2008. From 2003 to March 2005, Mr. Scodari was Company Group Chairman of Johnson & Johnson's Biopharmaceutical Business. Mr. Scodari joined Johnson & Johnson in 1999 as President and Chief Operating Officer of Centocor Inc., when Johnson & Johnson acquired that company. Mr. Scodari joined Centocor in 1996 as President, Pharmaceutical Division and was named President and COO in 1998. Mr. Scodari began his career in 1974 in sales for Winthrop Laboratories, Division of Sterling Drug. He progressed through various management positions, eventually leading the Diagnostic Imaging Division for Winthrop and later Strategic Marketing at the Corporate level for the Imaging business. Mr. Scodari joined Rorer Pharmaceuticals (shortly thereafter, Rhône-Poulenc Rorer) in 1989 as Vice President of Marketing and Business Development. He later served as Vice President and General Manager for the United States, and subsequently, North America, and finally as Senior Vice President and General Manager for the Americas. Mr. Scodari previously served as a director of Actelion Pharmaceuticals, Ltd., Endo Health Solutions, Inc. and Covance, Inc., and currently serves as a director of Acurx, Inc. (Nasdaq: ACXP), a clinical stage biopharmaceutical company developing a new class of antibiotics for infections caused by bacteria listed as priority pathogens by the World Health Organization, Centers for Disease Control and Prevention, and Food and Drug Administration. Mr. Scodari has served on various non-profit boards, including the University of the Health Sciences in Philadelphia, the Board of Overseers for the Robert Wood Johnson School of Medicine, and on the Board of Trustees for Gwynedd Mercy College, and on the Board of Directors for Volunteers in Medicine, Hilton Head, SC. He has also served on various industry association boards, including the NWDA Associate Member Board, the National Pharmaceutical Council, as Vice Chairman of the Biotechnology Industry Organization (BIO), and Chairman of PA BIO. Mr. Scodari received a B.A. from Youngstown State University.
Director since October 2017

						Key Attributes, Skills and Experience: Our Nominating and Corporate Governance Committee and our Board of Directors believe that Mr. Scodari's experience as an executive of a major pharmaceutical company along with his research and development and marketing experience qualifies him to serve on our Board of Directors.

Eric Bednarski, Ph.D.						Dr. Bednarski has served as a director of our company since December 2021. Dr. Bednarski has served as a partner at MVM Partners LLP (MVM), a healthcare growth equity firm, since 2008. Before joining MVM, Dr. Bednarski was a Partner at Advent Healthcare Ventures and a Principal at Advent International Corporation. Dr. Bednarski currently serves on the Board of Directors of MDxHealth SA (NASDAQ: MDXH) a commercial stage precision diagnostics company, Neurolens, Inc., a developer of prescription lenses, and Vero Biotech, Inc., a biotechnology company focused on cardiopulmonary conditions. Dr. Bednarski has a B.S. in Neural Science from Brown University and a Ph.D. in Biological Science from the University of California, Irvine.
Director since December 2021

						Key Attributes, Skills and Experience: Our Nominating and Corporate Governance Committee and our Board of Directors believe that Dr. Bednarski's financial acumen and substantial industry experience qualifies him to serve on our Board of Directors.


Kyle Dempsey, M.D.						Dr. Dempsey has served as a director of our company since December 2021. Dr. Dempsey has served as a partner at MVM Partners LLP (MVM), a healthcare growth equity firm, since 2017. Before joining MVM, Dr. Dempsey was a consultant at Bain & Company from 2016 to 2017, working mainly in the healthcare practice to support medical device and healthcare provider clients with commercialization and business development projects. Dr. Dempsey is a member of the board of directors and audit committee at GT Medical Technologies, Inc., a private company focused on the treatment of brain tumors, and HLS Therapeutics Inc. (OTC: HLTRF), a pharmaceutical company focusing on central nervous system and cardiovascular markets. He received his M.D. from Harvard Medical School and his M.B.A. from Harvard Business School. He also holds a B.A. in biochemistry from Bowdoin College.
Director since December 2021

						Key Attributes, Skills and Experience: Our Nominating and Corporate Governance Committee and our Board of Directors believe that Dr. Dempsey's financial acumen and substantial industry experience qualifies him to serve on our Board of Directors.

R. John Fletcher						Mr. Fletcher has served as a director of our company since April 2022. In 1983, Mr. Fletcher founded Fletcher Spaght, Inc., a consulting firm that provides growth-focused strategy assistance to healthcare companies, and since its founding has served as its Chief Executive Officer. Since 2001, Mr. Fletcher has also served as the Managing Partner of Fletcher Spaght Ventures, a venture capital fund. Mr. Fletcher’s current and past board experience includes both public and private companies. Mr. Fletcher currently serves as the board chairman of Repro Med Systems, Inc. (d/b/a KORU Medical Systems)(NASDAQ: KRMD), a proprietary portable and innovative medical devices manufacturing company. Mr. Fletcher also serves as the board chairman of Clearpoint Neuro, Inc. (NASDAQ:CLPT), a global therapy-enabling platform company, and privately-held Metabolon, Inc. a health technology company. Mr. Fletcher previously served on the boards of Spectranetics Corporation, a medical device company, Autoimmune, Inc., a biotechnology technology company, Axcelis Technologies, Inc., a semiconductor chip company, Fischer Imaging Corp., an advanced imaging company, Panacos Pharmaceuticals Inc., a biotechnology company focused on therapeutic solutions for infectious disease, NMT Medical Inc., an implant technology company, all of which are or were public companies, and on the board of GlycoFi, Inc. and Quick Study Radiology Inc., both of which are or were private companies. In addition, Mr. Fletcher has served on the boards of many academic and non-profit institutions. Mr. Fletcher worked on the $2 billion acquisition of Spectranetics by Koninklijke Philips N.V. (Royal Philips) and the $400 million acquisition of GlycoFi by Merck & Co., Inc., and received the National Association of Corporate Directors (NACD) Director of the Year Award in 2018 specifically due to his work with the turnarounds of Spectranetics and Axcelis. He is Chairman Emeritus of the Corporate Collaboration Council at the Thayer School of Engineering/Tuck School of Business at Dartmouth College and serves on the Board of Advisors of Beth Israel Deaconess Medical Center and the Whitehead Institute at MIT. Mr. Fletcher is a graduate of Southern Illinois University (MBA), Central Michigan University (Master’s Degree in International Finance), and George Washington University (BBA in Marketing) and was an instructor in International Business and was a PhD candidate at the Wharton School of Business. He also served as a Captain and jet pilot instructor in the United States Air Force.
Director since April 2022

						Key Attributes, Skills and Experience: Our Nominating and Corporate Governance Committee and our Board of Directors believe that Mr. Fletcher's wealth of experience in healthcare, his strategic insight and leadership qualify him to serve on our Board of Directors.


Wilhelmus Groenhuysen						Mr. Groenhuysen has served as a director of our company since October 2017. Mr. Groenhuysen served as Chief Financial Officer of NovoCure Limited (NovoCure) from 2012 until August 31, 2020, and has served as NovoCure's Chief Operating Officer since September 1, 2020. At NovoCure, Mr. Groenhuysen has global responsibility for supply chain, patient experience, information technology, quality, business development and strategy. From 2007 to 2011, Mr. Groenhuysen worked for Cephalon, Inc., a U.S. biopharmaceutical company, last serving as Executive Vice President and Chief Financial Officer, where he had responsibility for worldwide finance, commercial operations and risk management. Prior to joining Cephalon in 2007, Mr. Groenhuysen spent twenty years with Philips Electronics serving various assignments in Europe, Asia and the United States, the latest of which started in 2002 when he was promoted to Chief Financial Officer and Senior Vice President of Philips Electronics North America Corporation. Mr. Groenhuysen holds a Master's Degree in Business Economics from VU University Amsterdam and graduated as a Registered Public Controller at VU University Amsterdam.
Director since October 2017

						Key Attributes, Skills and Experience: Our Nominating and Corporate Governance Committee and our Board of Directors believe that Mr. Groenhuysen's experience as a public company chief operating officer and chief financial officer, his financial acumen and substantial industry experience qualifies him to serve on our Board of Directors.

Sandra L. Helton						Ms. Helton has served as a director of our company since February 2018. Through May 2022 Ms. Helton served on the Board of Directors of Principal Financial Group (Principal), a global diversified financial institution, where she chaired the Audit Committee and served on Principal’s Executive Committee and Finance Committee, which she previously chaired. Prior to the company going private in October 2022, Ms. Helton also served on the Board of Directors of Covetrus, a worldwide animal health business and chaired their Audit Committee and served on their Nominating and Governance Committee. Prior to the acquisition of Lexmark International Inc. in November 2016, she served on their Board of Directors and Finance and Audit Committee. Ms. Helton also served on the board of Covance Inc., a leading global drug development services company, prior to LabCorp acquiring the company in 2015. She chaired the Finance and Audit Committee and served on the Nominating and Governance Committee of Covance. Ms. Helton was Executive Vice President and Chief Financial Officer, and member of the Board of Directors, of Telephone and Data Systems, Inc. (TDS) from 1998 through 2006. Her responsibilities included strategic planning, finance and information systems, among other functions. Ms. Helton also served on the Boards of United States Cellular Corporation and Aerial Corporation, TDS’s publicly traded subsidiaries. Before TDS, Ms. Helton was Vice President, Corporate Controller of Compaq Computer Corporation. Prior to Compaq, Ms. Helton held over a dozen increasingly responsible positions during her 26-year tenure with Corning Incorporated. Ms. Helton serves on the Board of Northwestern Memorial Foundation. She previously served on the Board of Northwestern Memorial Health Care, a nationally recognized academic medical center, where she chaired the Audit Committee and was a member of the Executive, Finance and Investment Committees. Ms. Helton holds an S.M. in Finance from Massachusetts Institute of Technology’s Sloan School of Management and graduated with a B.S. in Mathematics from the University of Kentucky.
Director since February 2018

						Key Attributes, Skills and Experience: Our Nominating and Corporate Governance Committee and our Board of Directors believe that Ms. Helton’s global executive level experience in a variety of industries, along with her financial and accounting acumen, qualifies her to serve on our Board of Directors and as chair of our Audit Committee.


Tomas J. Heyman Director since December 2020						Mr. Heyman has served as a director of our company since December 2020. Mr. Heyman held a diverse range of leadership roles across legal, R&D, business development, general corporate management, and equity investments during his thirty-seven-year career with Johnson & Johnson. Most recently, from 2015 to 2019, Mr. Heyman served as president of JJDC, the venture capital group within Johnson & Johnson, where he managed approximately $1.5 billion of capital and oversaw investments in more than 120 companies. Prior to leading JJDC, Mr. Heyman led business development for Johnson & Johnson’s pharmaceutical group, Janssen, for twenty-three years. Mr. Heyman currently serves on the board of directors for Akero Therapeutics, Inc. (NASDAQ: AKRO), a cardio-metabolic biotechnology company, where he chairs Akero’s Nominating and Corporate Governance Committee and is a member of Akero’s Audit Committee; on the board of directors of Invivyd, Inc. (formerly Adagio Therapeutics Inc.) (NASDAQ: IVVD), a biopharmaceutical company focused on the discovery, development and commercialization of antibody-based therapies, where he chairs Invivyd's Compensation Committee and is a member of Invivyd's Audit Committee; on the board of directors of Xilio Therapeutics, Inc. (NASDAQ: XLO), a biotechnology company developing tumor-activated immuno-oncology therapies, where he chairs Xilio's Nominating and Corporate Governance Committee and is a member of Xilio's Audit Committee; on the board of directors of Legend Biotech Corporation (NASDAQ: LEGN), a biotechnology company developing, manufacturing and commercializing novel therapies to treat life-threatening diseases; on board of directors of Venatorx Pharmaceuticals, a private, clinical-stage pharmaceutical company, where he serves as Non-Executive Chairman. Mr. Heyman graduated as Master of Law from the K.U. Leuven in Belgium. He continued with post-graduate studies in International Law in Geneva, Switzerland, and post-graduate studies in business management at the University of Antwerp in Belgium.

						Key Attributes, Skills and Experience: Our Nominating and Corporate Governance Committee and our Board of Directors believe that Mr. Heyman's diverse leadership experience within the pharmaceutical industry qualifies him to serve on our Board of Directors.

Ramy A. Mahmoud, M.D., M.P.H.						See biography under "Executive Officers and Directors - Executive Officers" above.
Director since December 2022						Key Attributes, Skills and Experience: Our Nominating and Corporate Governance Committee and our Board of Directors believe that Mr. Mahmoud's perspective and history as our President, Chief Operating Officer and Chief Executive Officer qualifies him to serve on our Board of Directors.

Catherine E. Owen Director since July 2020						Ms. Owen has served as a director of our company since July 2020. Ms. Owen is Senior Vice President, Major Markets at Bristol-Myers Squibb (BMS), overseeing commercial operations for the business in 18 countries including Japan, Germany, France, and others across Europe. Ms. Owen joined BMS in 2019 from Johnson & Johnson, where she served most recently as President of Janssen Immunology North America from 2018 to 2019, which launched new products in Crohn’s disease and psoriasis and led the development of J&J’s biosimilars strategy. Prior to leading Immunology, Ms. Owen was the President of the Infectious Diseases business in the US from 2016 to 2018, responsible for the HIV, RSV, Flu, and Hepatitis B pipeline. Prior to that Ms. Owen worked in various functions and businesses at J&J and led the launches of multiple products in both Europe and the US. Ms. Owen began her career in the pharmaceutical industry in 1992 at AstraZeneca in London as a production support pharmacist. Ms. Owen earned her Bachelor of Science degree in pharmacy from the University of Manchester and completed her registered pharmacy degree and was a member of the Royal Pharmaceutical Society, MRPhs. In 2019, in recognition of her efforts as a developer of talent, the Healthcare Businesswomen’s Association (HBA) named Ms. Owen an HBA Luminary.

						Key Attributes, Skills and Experience: Our Nominating and Corporate Governance Committee and our Board of Directors believe that Ms. Owen's extensive commercial operations experience in the pharmaceutical industry qualifies her to serve on our Board of Directors.


Name of Beneficial Owner	Common Stock Beneficially Owned (1)	Percent of Class (2)
Named Executive Officers and Directors (20) :
Peter K. Miller (3)	2,443,780	2.2%
Ramy A. Mahmoud, M.D., M.P.H.(4)	1,223,294	1.1%
Michael F. Marino (5)	601,812	*
Joseph C. Scodari (6)	164,304	*
Wilhelmus Groenhuysen (7)	118,635	*
Sandra L. Helton (8)	118,365	*
Tomas Heyman (9)	70,505	*
Catherine Owen (10)	41,714	*
Eric Bednarski (11)	46,440	*
Kyle Dempsey (12)	46,440	*
R. John Fletcher (13)	23,111	*
All Current Executive Officers and Directors as a Group (12 persons) (14)	2,454,620	2.2%

Greater Than 5% Stockholders:
Entities affiliated with FMR LLC (15)	14,661,110	13.1%
MVM Partners (16)	16,710,526	14.7%
Great Point Partners (17)	11,314,719	9.99%
Theodore H. Kruttschnitt, III (18)	8,631,578	7.50%
Acorn Bioventures (19)	11,368,958	9.99%


Board Diversity Matrix (as of May 1, 2023)
Board Size:
Total Number of Directors	9
Gender:	Female	Male	Non-Binary	Did not Disclose Gender
Directors	2	6	—	1
Number of Directors who Identify in Any of the Categories Below:
African American or Black	—	—	—	—
Alaskan Native or Native American	—	—	—	—
Asian (other than South Asian)	—	—	—	—
South Asian	—	—	—	—
Hispanic or Latinx	—	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	2	6	—	—
Two or More Races or Ethnicities	—	1	—	—
LGBTQ+	—
Persons with Disabilities	—
Did Not Disclose Demographic Background	—


Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)(1)	Option Awards ($)(2)	Non-Equity Incentive Compensation ($)(3)	All Other Compensation ($)(4)	Total ($)
Peter K. Miller	2022	636,593	—	398,675	544,497	—	14,480	1,594,245
Former Chief Executive Officer	2021	636,593	—	690,301	674,839	248,271	12,368	2,262,372

Ramy A. Mahmoud	2022	503,933	—	109,502	298,901	204,093	23,561	1,139,990
Chief Executive Officer and Director	2021	503,933	—	351,000	343,138	151,180	23,441	1,372,692

Michael F. Marino	2022	431,628	—	104,951	287,506	157,328	15,281	996,694
Chief Legal Officer and Corporate Secretary	2021	431,628	—	187,199	183,007	116,539	12,368	930,741


			Named Executive Officer						2022 Base Salary
			Peter K. Miller						$636,593
			Ramy A. Mahmoud						$503,933
			Michael F. Marino						$431,628


	Option Awards						Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity incentive plan awards: Number of securities underlying unexercisable options		Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)
Peter K. Miller	36,459	—			3.05	3/11/2024
	577,580	—			16.31	4/7/2024
	72,197	—			5.14	12/20/2026
	259,911	—			16.00	10/12/2027
	210,833	9,167		(1), (10)	7.42	2/28/2029
	137,500	62,500		(2), (10)	5.41	3/6/2030
	129,062	165,938		(3), (10)	3.51	3/4/2031
	—	221,500		(4), (10)	1.85	1/11/2032
	83,333	—	166,667	(5), (10)	1.85	1/11/2032	497,992	(6)	921,285


Ramy A. Mahmoud	115,516	—			3.05	3/11/2024
	288,790	—			16.31	4/7/2024
	202,153	—			16.00	10/12/2027
	143,750	6,250		(1)	7.42	02/28/2029
	51,563	23,437		(2)	5.41	3/6/2030
	65,625	84,375		(3)	3.51	3/4/2031
	—	88,785		(4)	1.85	1/11/2032
	57,477	—	114,953	(5)	1.85	1/11/2032	204,425	(7)	378,186


Michael F. Marino	144,395	—			5.14	1/30/2027
	86,637	—			16.00	10/12/2027
	79,063	3,437		(1)	7.42	2/28/2029
	31,522	14,328		(2)	5.41	3/6/2030
	35,000	45,000		(3)	3.51	3/4/2031
	—	85,095		(4)	1.85	1/11/2032
	55,395	—	110,790	(5)	1.85	1/11/2032	142,082	(8)	262,852


Year	Summary Compensation Table Total for PEO (1)		Compensation Actually Paid to PEO (1)(3)		Average Summary Compensation Table Total for Non-PEO NEOs (2)		Average Compensation Actually Paid to Non-PEO NEOs (2)(3)		Value of Initial Fixed $100 Investment Based on Total Shareholder Return (TSR)		Net Loss (in millions)
2022	$	1,594,245	$	2,583,233	$	1,068,342	$	1,520,026	$	44.69	$	(74.8)
2021	$	2,262,372	$	(3,122)	$	1,044,736	$	335,984	$	39.13	$	(82.3)


	2022				2021
	PEO		Average Non-PEO NEOs		PEO		Average Non-PEO NEOs
Total Compensation from Summary Compensation Table	$	1,594,245	$	1,068,342	$	2,262,372	$	1,044,736

Adjustments for Equity Awards
Adjustment for grant date values in the Summary Compensation Table	$	(943,172)	$	(400,432)	$	(1,365,140)	$	(451,189)
Year-end fair value of unvested awards granted in the current year	$	989,476	$	431,653	$	531,001	$	175,500
Year-over-year difference of year-end fair values for unvested awards granted in prior years	$	93,296	$	35,792	$	(1,112,572)	$	(342,040)
Fair values at vest date for awards granted and vested in current year	$	224,166	$	151,813	$	—	$	—
Difference in fair values between prior year-end fair values and vest-date fair values for awards granted in prior years	$	625,223	$	232,857	$	(318,782)	$	(91,023)
Total Adjustments for Equity Awards	$	988,989	$	451,683	$	(2,265,493)	$	(708,752)
Compensation Actually Paid	$	2,583,234	$	1,520,025	$	(3,121)	$	335,984


Name	Fees Earned or Paid in Cash ($)	Option Awards ($)(1)(4)		All Other Compensation ($)	Total ($)
Joseph C. Scodari	91,829	41,423	(2)	—	133,252
Wilhelmus Groenhuysen	57,500	41,423	(2)	—	98,923
Sandra L. Helton	60,000	41,423	(2)	—	101,423
Catherine Owen	55,000	41,423	(2)	—	96,423
Tomas Heyman	45,000	41,423	(2)	—	86,423
Eric Bednarski	43,890	41,423	(2)	—	85,313
Kyle Dempsey	47,500	41,423	(2)	—	88,923
R. John Fletcher(5)	33,068	95,208	(3)	—	128,276


Name						Outstanding Option Awards
Joseph C. Scodari						133,074
Wilhelmus Groenhuysen						118,635
Sandra L. Helton						118,635
Tomas Heyman						75,318
Catherine Owen						75,318
Eric Bednarski						60,879
Kyle Dempsey						60,879
R. John Fletcher						64,000


Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted-average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders	10,179,146	(1)	$	5.94	4,590,055	(2)
Equity compensation plans not approved by security holders	662,584	(3)	$	2.41	—
Total	10,841,730				4,590,055


	2022		2021

Audit Fees (1)	$	550,000	$	600,000
Audit-Related Fees (2)	145,000		110,000


TOTAL	$	695,000	$	710,000


						By Order of the Board of Directors of OPTINOSE, INC.



						Ramy A. Mahmoud, M.D., M.P.H.
						Chief Executive Officer
May 1, 2023
Yardley, Pennsylvania


			OPTINOSE, INC.

			By:
			Name:			Ramy Mahmoud
			Title:			Chief Executive Officer

SEC Form DEF 14A filed by OptiNose Inc.