EVFM 2018 Proxy Statement

23 outside of the Amended and Restated Non-Employee Director Compensation Policy (described below) in March 2018 and were not awarded options to purchase shares of common stock upon their initial appointment to the board of directors upon completion of the Merger in January 2018. Name Fees Earned or Paid in Cash ($) Option Awards ($) (1)(2) All other Compensation ($) Totals ($) Kim P. Kamdar, Ph.D. 67,500 68,853 136,353 Maxim Gorbachev 43,500 11,683 55,183 Martha J. Demski 58,500 68,853 127,353 Jeffrey M. Nugent 52,500 68,853 121,353 Thomas Lynch (3)(4) 60,000 640,000 700,000 Colin Rutherford (3) 65,402 24,891 90,293 (1) With respect to awards granted to Dr. Kamdar, Mr. Gorbachev, Ms. Demski and Mr. Nugent, amounts listed in this column represent the aggregate fair value of the option awards computed as of the grant date of each option award in accordance with FASB ASC Topic 718, rather than amounts paid to or realized by the named individual. There can be no assurance that options will be exercised (in which case no value will be realized by the individual) or that the value on exercise will approximate the fair value as computed in accordance with FASB ASC Topic 718. The assumptions used in the valuation of these awards are set forth in Note 6 to our financial statements for the year ended December 31, 2017, which are included in our Annual Report on Form 10-K, which is incorporated herein by reference. (2) With respect to an award granted to Mr. Rutherford, amounts listed in this column present the aggregate fair value of the Evofem Operations option awards on the issuance date of these awards in accordance with FASB ASC Topic 718, rather than amounts paid to or realized by Mr. Rutherford. The fair value of the stock-based payments for Mr. Rutherfords award was estimated on the date of grant using the Black-Scholes-Merton option-pricing model based on the following weighted-average assumptions for the years ended December 31, 2017: Expected volatility ................................................................................................ 91.2 % Risk-free interest rate ............................................................................................ 2.2 % Expected dividend yield ........................................................................................ 0.0 % Expected term (years) ........................................................................................... 5.7 There can be no assurance that options will be exercised (in which case no value will be realized by the individual) or that the value on exercise will approximate the fair value as computed in accordance with FASB ASC Topic 718. (3) Pursuant to the closing of the Merger as described within this proxy statement, this individual became a director of the Company in January 2018, and the amounts reported for this individual, if applicable, represent equity awarded for services rendered to Evofem Operations. (4) Mr. Lynchs fees earned include $60,000 payable as board fees under his Consulting Agreement. Mr. Lynchs other compensation consists of $290,000 in consulting fees payable under his Consulting Agreement and a $350,000 bonus earned by Mr. Lynch in connection with consulting services provided during 2017. Mr. Lynch did not receive an equity award in 2017 in his capacity as a member of Evofem Operations board of directors. In June 2015, our board of directors approved a compensation policy for our non-employee directors to adjust compensation based upon current market rates. This policy remained in effect for the fiscal year ended December 31, 2017, and provided the following compensation: x Each non-employee director will receive an annual cash retainer in the amount of $35,000 per year. x The Lead Independent Director will receive an additional annual cash retainer in the amount of $17,500 per year. x The chairperson of the audit committee will receive additional annual cash compensation in the amount of $15,000 per year for such chairperson's service on the audit committee. Each non-chairperson member of the audit committee will receive additional annual cash compensation in the amount of $7,500 per year for such member's service on the audit committee. x The chairperson of the compensation committee will receive additional annual cash compensation in the amount of $10,000 per year for such chairperson's service on the compensation committee. Each non-