Document

DEF 14A 1 optnprelimproxy20233.htm DEF 14 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)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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NOTICE OF 2024 ANNUAL MEETING

OF STOCKHOLDERS AND PROXY STATEMENT

______________________________________________________________________________________________________

Meeting Date

June 6, 2024

______________________________________________________________________________________________________

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON JUNE 6, 2024:

This Notice of Annual Meeting and Proxy Statement, the accompanying form of proxy card, and our Annual Report for the year ended December 31, 2023 are first being made available to stockholders electronically via the Internet on or about April 26, 2024, in connection with the solicitation of proxies on behalf of our Board of Directors for use at our 2024 Annual Meeting of Stockholders, to be held on June 6, 2024 at 8:30 a.m., Eastern Time (the Annual Meeting). These materials are available to holders of record of our common stock at www.proxyvote.com, where you will be asked to enter your sixteen digit control number provided in the Notice of Internet Availability of Proxy Materials in order to access such materials, and our website, www.optinose.com.

Whether or not your plan to attend the Annual Meeting, please follow the instructions on the Notice of Internet Availability of Proxy Materials so that your shares may be voted at the Annual Meeting. If you attend the Annual Meeting, you may revoke your previously-submitted proxy and vote during the Annual Meeting.

TABLE OF CONTENTS


			Page
NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS
PROXY STATEMENT
NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS
2024 PROXY STATEMENT SUMMARY			1
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS, VOTING AND THE ANNUAL MEETING			3
Proxy Materials			3
Voting Information			4
Attending the Annual Meeting			7
PROPOSALS			7
Proposal 1: Election of Directors			7
Proposal 2 : Advisory Vote on Executive Compensation			8
Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm			9
Other Proposed Action			9
EXECUTIVE OFFICERS AND DIRECTORS			10
Executive Officers			10
Directors			12
STOCK OWNERSHIP			16
Stock Ownership of Directors, Officers and Principal Stockholders			16
CORPORATE GOVERNANCE AND BOARD MATTERS			18
Director Independence			18
Board Leadership Structure and Role of the Board in Risk Oversight			19
Board Meetings			19
Board Committees			20
Nomination of Director Candidates			23
Stockholder Communications with Directors			24
Board Diversity			24
Compensation Committee Interlocks and Insider Participation			25
Code of Ethics			25
Corporate Governance Guidelines			25
Hedging and Pledging Prohibition			25
Audit Committee Report			25
RELATED PARTY TRANSACTIONS			27
Related Party Transaction Policy			27
Certain Relationships and Related Party Transactions			27
EXECUTIVE COMPENSATION			28
DIRECTOR COMPENSATION			39
OUR EQUITY COMPENSATION PLANS			41
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			41
Fees Paid to Independent Registered Public Accounting Firm			41
Pre-Approval Policies and Procedures			42
DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS			42
AVAILABILITY OF ANNUAL REPORT			42
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS			43

________________________

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 and member of the Board of Directors			April 26, 2024


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 6, 2024	April 9, 2024	777 Township Line Road, Suite 300, Yardley, PA 19067	113,038,726


		Board Recommendation
Proposal No. 1:	To elect Ramy A. Mahmoud, Tomas J. Heyman and Kyle Dempsey to our Board of Directors, each to serve until our 2027 Annual Meeting of Stockholders or until such person's successor is duly elected and qualified.	FOR ALL
Proposal No. 2:	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. 3:	To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024	FOR


Size of Board (set by the Board)						8
Number of Independent Directors						7
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
Term of Directors						Staggered / 3yr
Poison Pill						No
Diversity of Board Background, Experience and Skills						Yes
Frequency of "Say-on-Pay" Vote						Annual


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 VP, Finance and Chief Accounting Officer since June 2022. He joined Optinose in November 2021 as our VP, Controller. 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 commercial 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. 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.


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 Vyant Bio, Inc., a drug discovery and preclinical oncology and immune-ology company, 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, and NMT Medical Inc., an implant technology company, all of which are or were public companies, and on the boards 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.

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. Prior to Advent, he was a Director in the Corporate Finance Group of Silicon Valley Bank. 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 2018. 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 of HLS Therapeutics Inc. (TSX: HLS), 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.

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						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., a cardio-metabolic biotechnology company, where he chairs Akero’s Corporate Governance and Nominating Committee and is a member of Akero’s Audit Committee (NASDAQ: AKRO), the Board of Directors of Invivyd, Inc., 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 its Audit Committee (although Mr. Heyman has informed Invivyd that he will not be standing for re-election to Invivyd's board of directors upon conclusion of his term which ends in May 2024) (NASDAQ: IVVD), the Board of Directors of Legend Biotech, a biotechnology company developing, manufacturing and commercializing novel therapies to treat life-threatening diseases (NASDAQ: LEGN), the Board of Directors of Xilio Therapeutics, a biotechnology company developing tumor-activated immuno-oncology therapies, where he chairs Xilio’s Corporate Governance and Nominating Committee and is a member of its Audit Committee (although Mr. Heyman has informed Xilio that he will be resigning from Xilio's board of directors at the company's annual meeting of stockholders in June 2024) (NASDAQ : XLO ), and the Board of Directors of Exelixis, a genomics-based drug discovery company, where he is a member of Exelixis’ Corporate Governance and Nominating Committee and its Risk Committee (NASDAQ :EXEL). 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.
Director since December 2020

						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 January 2023
						Key Attributes, Skills and Experience: Our Nominating and Corporate Governance Committee and our Board of Directors believe that Dr. Mahmoud's substantial industry and medical experience and his perspective and history as our former President, Chief Operating Officer, and as our current Chief Executive Officer qualifies him to serve on our Board of Directors.


Catherine E. Owen						Ms. Owen has served as a director of our company since July 2020. She is a seasoned pharmaceutical leader with extensive commercial leadership in the US, Europe and Japan. Most recently serving as Senior Vice President, US Commercial at Bristol Myers Squibb (BMS), she commanded a $20 billion commercial P&L, overseeing more than 12 promoted products in Oncology, Immunology, and Cardiovascular business units, leading over 3000 employees and responsible for major product launches in her last 2 years. Prior to her role in US Commercial leadership from 2022 to 2024, Ms. Owen served as Senior Vice President, Major Markets at BMS since joining in September 2019, where she led commercial business operations across 19 countries including significant markets such as Japan, Europe, and Canada, spearheading the country businesses merging between Celgene and BMS while leading multiple new product launches in oncology, hematology, immunology and beyond. 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 serves on the board of directors of Agios Pharmaceuticals, Inc., a company focused on cellular metabolism and PK activation therapies for rare diseases (NASDAQ: AGIO). 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 and is a Member of the Chartered Institute of Marketing. Ms. Owen was recently honored by Healthcare Businesswomen’s Association (HBA) Luminary in 2019 and inducted into the 2022 M&MM Hall of Femme.
Director since July 2020

						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 (21) :

Ramy A. Mahmoud, M.D., M.P.H.(3)	1,201,005	1.1%
Michael F. Marino (4)	760,797	*
Paul Spence (5)	177,083	*
Peter K. Miller (6)	957,797	*
R. John Fletcher (7)	97,944	*
Wilhelmus Groenhuysen (8)	172,135	*
Sandra L. Helton (9)	172,135	*
Tomas Heyman (10)	128,818	*
Catherine Owen (11)	128,818	*
Eric Bednarski (12)	108,764	*
Kyle Dempsey (13)	108,764	*

All Current Executive Officers and Directors as a Group (11 persons) (14)	3,114,132	2.7%

Greater Than 5% Stockholders:
Entities affiliated with FMR LLC (15)	16,800,653	14.9%
MVM Partners (16)	16,710,526	14.8%
Great Point Partners (17)	11,484,120	9.9%
Acorn Bioventures (18)	12,042,008	9.9%
Theodore H. Kruttschnitt, III (19)	9,105,789	8.1%
Rosalind Advisors, Inc. (20)	5,855,367	5.1%


Board Diversity Matrix (as of April 26, 2024)
Board Size:
Total Number of Directors	8
Gender:	Female	Male	Non-Binary	Did not Disclose Gender
Directors	2	5	—	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	5	—	—
Two or More Races or Ethnicities	—	1	—	—


Name and Principal Position	Year	Salary ($)	Bonus ($)(1)	Stock Awards ($)(2)	Option Awards ($)(3)	Non-Equity Incentive Compensation ($)(4)	All Other Compensation ($)(5)	Total ($)
Ramy A. Mahmoud	2023	646,994	—	637,075	656,245	454,740	19,211	2,414,265
Chief Executive Officer and Director	2022	503,933	—	109,502	298,901	204,093	23,561	1,139,990

Michael F. Marino	2023	453,209	100,000	293,313	242,840	216,181	16,557	1,322,100
Chief Legal Officer and Corporate Secretary	2022	431,628	—	104,951	287,506	157,328	15,281	996,694

Paul Spence (6)	2023	435,000	—	—	—	207,495	21,524	664,019
Chief Commercial Officer

Peter K. Miller (7)	2023	53,049	—	106,526	550,646	—	984,250	1,694,471
Former Chief Executive Officer	2022	636,593	—	398,675	544,497	—	14,480	1,594,245


			Named Executive Officer						2023 Base Salary
			Ramy A. Mahmoud (1)						$660,000
			Michael F. Marino						$453,209
			Paul Spence						$435,000
			Peter K. Miller (2)						$636,593


	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 ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)
Ramy A. Mahmoud	115,516	—			3.05	3/11/2024
	288,790	—			16.31	4/7/2024
	202,153	—			16.00	10/12/2027
	150,000	—			7.42	02/28/2029
	70,313	4,687		(1)	5.41	3/6/2030
	103,125	46,875		(2)	3.51	3/4/2031
	42,543	46,242		(3)	1.85	1/11/2032
	57,477		114,953	(4)	1.85	1/11/2032
	—	549,202		(5)	1.74	01/30/2033	442,332	(8)	$	570,608

Michael F. Marino	144,395	—			5.14	1/30/2027
	86,637	—			16.00	10/12/2027
	82,500	—			7.42	2/28/2029
	42,984	2,866		(1)	5.41	3/6/2030
	55,000	25,000		(2)	3.51	3/4/2031
	40,775	44,320		(3)	1.85	1/11/2032
	55,395	—	110,790	(4)	1.85	1/11/2032
	—	185,250		(6)	1.90	03/08/2033	208,950	(9)	269,546

Paul Spence(10)	125,000	375,000		(7)	1.75	12/15/2032	—		$	—

Peter K. Miller(11)	—	—					—		—


Year	Summary Compensation Table Total for First PEO (1)		Summary Compensation Table Total for Second PEO (1)		Compensation Actually Paid to First PEO (1)(3)		Compensation Actually Paid to Second 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)
2023	$	2,414,265	$	1,694,471	$	1,580,148	$	(227,297)	$	993,060	$	660,134	$	79.63	$	(35.5)
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)


Name	Fees Earned or Paid in Cash ($)	Option Awards ($)(1)(3)		All Other Compensation ($)	Total ($)
R. John Fletcher	76,808	43,415	(2)	—	120,223
Wilhelmus Groenhuysen	57,500	43,415	(2)	—	100,915
Sandra L. Helton	60,000	43,415	(2)	—	103,415
Catherine Owen	46,534	43,415	(2)	—	89,949
Tomas Heyman	53,466	43,415	(2)	—	96,881
Eric Bednarski	45,000	43,415	(2)	—	88,415
Kyle Dempsey	47,500	43,415	(2)	—	90,915
Joseph Scodari(4)	38,116	—		—	38,116


Name						Outstanding Option Awards
R. John Fletcher						117,500
Wilhelmus Groenhuysen						172,135
Sandra L. Helton						172,135
Tomas Heyman						128,818
Catherine Owen						128,818
Eric Bednarski						114,379
Kyle Dempsey						114,379
Joseph C. Scodari						133,074


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	9,713,547	(1)	$	4.29	9,267,069	(2)
Equity compensation plans not approved by security holders	711,500	(3)	$	1.70	—
Total	10,425,047				9,267,069


	2023		2022

Audit Fees (1)	$	695,000	$	550,000
Audit-Related Fees (2)	48,750		145,000


TOTAL	$	743,750	$	695,000

SEC Form DEF 14A filed by OptiNose Inc.