MNKD 2018 Proxy Statement

compensation exceeds $1 million per officer in any year. The exemption from the deduction limit under Section 162(m) for “performance-based compensation” has been repealed, effective for taxable years beginning after December 31, 2017, such that compensation paid to our “covered employees” in excess of $1 million will not be deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017. The Compensation Committee will continue to monitor the applicability of Section 162(m) of the Code to its ongoing compensation arrangements. Because of ambiguities and uncertainties as to the application and interpretation of Section 162(m) and the regulations issued thereunder, including the uncertain scope of the transition relief under the legislation repealing the “performance-based compensation” exemption from the deduction limit, no assurance can be given that any compensation that may have been (or if granted under a binding written contract in place as of November 2, 2017 may be) intended to satisfy the requirements for exemption from Section 162(m), in fact will be exempt. In determining the form and amount of compensation for our named executive officers, the Compensation Committee may continue to consider all elements of the cost of such compensation, including the potential impact of Section 162(m). While the Compensation Committee considers the deductibility of awards as one factor in determining executive compensation, the Compensation Committee may also look at other factors in making its decisions, and retains the flexibility to award compensation that it determines to be consistent with the goals of our executive compensation program even if the awards are not deductible by us for tax purposes. S UMMARY C OMPENSATION T ABLE The following table shows for the year ended December 31, 2017 compensation awarded to, or earned by: • the individuals who served as our principal executive officer or principal financial officer for any portion of 2017; and • our three most highly compensated executive officers in 2017, other than the individuals listed above, who were serving as executive officers as of December 31, 2017. These individuals constitute our named executive officers for the year ended December 31, 2017. The following table also includes compensation awarded to, or earned by, the aforementioned named executive officers for the fiscals year ended December 31, 2016 and 2015 to the extent such individuals were also deemed to be named executive officers for such years. Name and Principal Position Year Salary ($)(1) Bonus ($)(2) Restricted Stock Awards ($)(3) Option Awards ($)(3) Non-Equity Incentive Plan Compensation ($)(4) All Other Compensation ($)(5) Total ($) Michael E. Castagna, Pharm.D(6) . . . . 2017 458,718 — — 606,160 247,708 20,648(7) 1,333,234 Chief Executive Officer 2016 315,385 — 72,800 1,209,572 144,615 13,028 1,755,400 Steven B. Binder(8) . . . . . . . . . . . . . . . 2017 176,923 50,000 — 190,204 79,615 18,581(9) 515,323 Chief Financial Officer Matthew J. Pfeffer(10) . . . . . . . . . . . . 2017 575,426 — — — 144,004 27,226(11) 746,656 Chief Executive Officer and 2016 490,350 — — 2,703,602 176,526 33,392 3,403,870 Chief Financial Officer (Former) 2015 508,842 62,951 282,693 335,548 31,720 1,221,754 Rosabel R. Alinaya(12) . . . . . . . . . . . . 2017 304,403 — — 117,330 82,189 15,664(13) 519,586 Acting Chief Financial Officer (Former) Stuart A. Tross . . . . . . . . . . . . . . . . . . . 2017 365,000 35,000 54,000 410,587 164,250 13,169(14) 1,042,006 Chief People and Workplace Officer David Thomson, Ph.D., J.D. . . . . . . . . 2017 435,839 — — 151,076 193,936 36,234(15) 817,085 General Counsel and Secretary 2016 424,760 — 767,788 127,428 33,915 1,353,891 2015 440,359 — 62,951 282,693 294,591 42,336 1,122,930 Joseph Kocinsky . . . . . . . . . . . . . . . . . 2017 380,481 — — 151,076 171,216 5,114(16) 707,887 Chief Technology Officer (1) Includes amounts earned but deferred at the election of the named executive officer, such as salary deferrals under our 401(k) Plan established under Section 401(k) of the Code. 53