MNKD 2018 Proxy Statement

PROPOSAL 1 ELECTION OF DIRECTORS MannKind’s Board of Directors consists of seven directors. There are seven nominees for director this year, all of whom were nominated by our Board of Directors. Each director to be elected will hold office until the next annual meeting of stockholders and until his successor is elected, or until the director’s earlier death, resignation or removal. All nominees listed below are currently our directors and were previously elected by our stockholders at the 2017 Annual Meeting of Stockholders. It is our policy that directors are invited and expected to attend annual meetings. All directors, except Messrs. Kresa and Nordhoff, attended the 2017 Annual Meeting of Stockholders. Directors are elected by a plurality of the votes properly cast in person or by proxy. The seven nominees receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the seven nominees named below. If any nominee becomes unavailable for election as a result of an unexpected occurrence, your shares may be voted for the election of a substitute nominee proposed by our Nominating and Corporate Governance Committee. Each person nominated for election has agreed to serve if elected. Our management has no reason to believe that any nominee will be unable to serve. NOMINEES The following is a brief biography of each nominee for director and a discussion of the specific experience, qualifications, attributes or skills of each nominee that led our Board of Directors to conclude that each nominee should serve as a member of the Board. Name Age Position Held With the Company Kent Kresa(1)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80 Chairman of the Board of Directors Michael E. Castagna, Pharm.D. . . . . . . . . . . . . . . . . . . 41 Chief Executive Officer and Director Ronald J. Consiglio(2)(3) . . . . . . . . . . . . . . . . . . . . . . . 74 Director Michael A. Friedman, M.D.(1)(2) . . . . . . . . . . . . . . . . 74 Director David H. MacCallum(3) . . . . . . . . . . . . . . . . . . . . . . . . 80 Director Henry L. Nordhoff(3) . . . . . . . . . . . . . . . . . . . . . . . . . . 76 Director James S. Shannon, M.D., MRCP (UK)(1) . . . . . . . . . . 61 Director (1) Member of the Compensation Committee. (2) Member of the Nominating and Corporate Governance Committee. (3) Member of the Audit Committee. Kent Kresa has been a member of our Board of Directors since June 2004 and has served as Chairman of the Board since February 2017. From November 2011 until his appointment as our Chairman, Mr. Kresa served on our Board of Directors as our lead independent director. Mr. Kresa is Chairman Emeritus of Northrop Grumman Corporation, a defense company and from September 1990 until October 2003, he was also its Chairman. He also served as Chief Executive Officer of Northrop Grumman Corporation from January 1990 until March 2003 and as its President from 1987 until September 2001. From 2003 to August 2010, Mr. Kresa served as a director of General Motors Company (or its predecessor). From December 2005 to April 2010, Mr. Kresa served as a director of Avery Dennison Corporation. Mr. Kresa has been a member of the Caltech Board of Trustees since 1994. Mr. Kresa has served on the board of Fluor Corporation since 2003, and he also serves on the boards of several non-profit organizations and universities. As a graduate of Massachusetts Institute of Technology, he received a B.S. in 1959, an M.S. in 1961, and an E.A.A. in 1966, all in aeronautics and astronautics. The Board believes that Mr. Kresa’s business experience, including his experience as a director and executive officer of Northrop Grumman, and his service on other public company boards, combined with his business acumen and judgment provide our Board with valuable operational expertise and leadership and qualifies him to serve on our Board of Directors. 7