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Householding of Annual Meeting Materials

        Some banks, brokers and other nominee record holders may be participating in the practice of "householding" proxy statements and annual reports. This means that only one copy of our proxy statement and annual report to stockholders may have been sent to multiple stockholders in your household. We will promptly deliver a separate copy of either document to you upon written or oral request to OvaScience, Inc., 9 Fourth Avenue, Waltham, Massachusetts 02451, Attention: Investor Relations, Telephone: (617) 500-2802. If you want to receive separate copies of the proxy statement or annual report to stockholders in the future, or if you are receiving multiple copies and would like to

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receive only one copy per household, you should contact your bank, broker or other nominee record holder, or you may contact us at the above address and phone number.

Expenses and Solicitation

        The cost of solicitation of proxies will be borne by us, and in addition to soliciting stockholders by mail through our regular employees, we may request banks, brokers, and other custodians, nominees and fiduciaries to solicit their customers who have stock of our companyCompany registered in the names of a

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nominee and, if so, we will reimburse such banks, brokers, and other custodians, nominees and fiduciaries for their reasonable out-of-pocket costs. Solicitation by our officers and employees may also be made of some stockholders in person or by mail, telephone, e-mail, or other form of electronic communication following the original solicitation. We have engaged The Proxy Advisory Group, LLC to advise us on certain proposals in this proxy statement and to assist in the solicitation of proxies and provide related advice and informational support, for a services fee and the reimbursement of customary disbursements that are not expected to exceed $22,500$15,000 in the aggregate.

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CORPORATE GOVERNANCE

General

        We believe that good corporate governance is important to ensure that OvaScience is managed for the long-term benefit of our stockholders. This section describes key corporate governance guidelines and practices that we have adopted.

        We have adopted a written Code of Business Conduct and Ethics, which applies to all of our officers, directors and employees. We have also adopted charters for our Audit Committee, our Compensation Committee and our nominatingNominating and governance committee,Corporate Governance Committee, and Corporate Governance Guidelines. We have posted copies of our Code of Business Conduct and Ethics, Corporate Governance Guidelines and committee charters on the Corporate Governance page of the Investors section of our website,ir.ovascience.com, which you can access free of charge. We intend to disclose on our website any amendments to, or waivers from, our Code of Business Conduct and Ethics required to be disclosed by law or by the rules of The Nasdaq Stock Market.

Our Board of Directors

Members of the Board of Directors

        Set forth below for each director, including the class IIIII director nominees, is information as of April 1, 20172018 with respect to his or her (a) name and age, (b) positions and offices at OvaScience, if any, (c) principal occupation and business experience for the past five years, (d) directorships, if any, of other publicly-held companies during the past five years, and (e) the year such person became a member of our Board. We have also included information below regarding each director's specific experience, qualifications, attributes and skills that led our boardBoard to conclude that he or she should serve as a director. In addition, we believe that all of our directors and nominees possess the attributes or characteristics described in "Board Processes—Director Nomination Process" on page 1417 that we expect of each director.

        Michelle Dipp,Christopher Kroeger, M.D., Ph.D.M.B.A. co-founded our company in April 2011. She has servedjoined OvaScience as a member of our Board since July 2011, our Chief Executive Officer, from June 2011 until July 2016,and joined our President fromBoard, in September 2011 until December 20142017. He brings more than 20 years of experience leading, building and our Executive Chair since January 2016. Dr. Dipp hasadvising development-stage therapeutic and medical device companies, as well as the expertise of a physician and scientist. Most recently, beginning in 2008, he served as Chief Executive Officer of Cardioxyl Pharmaceuticals. In this role, Dr. Kroeger led a partner of Longwood Fund, LP, a venture capital investment fund, since 2010. From 2008 to 2009, Dr. Dipp served as vice presidentteam produced three investigational new drug candidates and then, from 2009 to 2011, senior vice presidentsuccessfully executed six Phase 1 and headPhase 2 clinical studies, culminating in the sale of the Centre of Excellence For External Drug Discovery (CEEDD), a business development unitcompany to Bristol Myers Squibb. Prior to his position at Cardioxyl, beginning in 2003, he led

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GlaxoSmithKline,investing efforts as a pharmaceuticalPartner at The Aurora Funds, a venture capital firm focused on early-stage biotechnology and healthcare company. Prior to that, she was a founding employeemedical device companies. Earlier in his career, he held positions at Genzyme in 2002 and Decision Resources beginning in 1990. Dr. Kroeger earned his B.A. from Harvard University and his M.D. from Stanford University School of Sirtris Pharmaceuticals, Inc., a pharmaceutical company, where she served as vice presidentMedicine. He completed his Residency in General Surgery at the Brigham and Women's Hospital, an affiliate of corporate developmentHarvard Medical School. Dr. Kroeger also holds his M.B.A. from 2005 to 2008. Dr. DippHarvard Business School. He currently serves on the Beth Israel Deaconess Medical Center Boardboard of Trustees. Dr. Dipp holds an M.D. from Oxford University Medical Schooldirectors of CardioFocus, Inc. and a Ph.D. in physiology from the University of Oxford.Cantex Pharmaceuticals, Inc. We believe that Dr. DippKroeger is qualified to serve on our Board due to her scientific expertisehis executive experience and herhis extensive experience in leadership roles for other companies in the life sciences industry as an entrepreneur and venture capitalist.science industry.

        Richard Aldrich co-founded our companyCompany in a non-operational role in April 2011. He has served as a member of our Board since July 2011 and served as the Chairman of our Board from March 2012 until January 2016. In March 2016, Mr. Aldrich was appointed as Independent Lead Director of the Board by the independent directors. Mr. Aldrich is a co-founder and partner of Longwood Fund, LP, a venture capital investment fund. He has co-founded and helped to build several successful biotech companies including Sirtris Pharmaceuticals, Inc. (acquired by GlaxoSmithKline in 2008); Concert Pharmaceuticals, Inc., where he serves as chairman of the board; Alnara Pharmaceuticals, Inc. (acquired by Eli Lilly in 2010); Verastem, Inc.; and Flex Pharma, Inc., a biotechnology company developing treatments for symptoms associated with neuromuscular conditions. Mr. Aldrich also serves on the board of directors of Mitobridge, Inc.Renovia, Axial Biotherapeutics and Colorescience, Inc.Sitryx. Mr. Aldrich previously served on the board of directors of PTC Therapeutics, Inc. from March 2013 until June 2015.2015, Coloresience, Inc., and Mitobridge, Inc. Prior to co-founding Longwood, he was General Partner of RA Capital, a biotechnology investment fund he co-founded in 2001. Mr. Aldrich was also a founding employee of Vertex Pharmaceuticals, Inc., where he held the position of Senior Vice President and Chief Business Officer and managed all commercial and operating functions from 1989 to 2001. Prior to joining Vertex, Mr. Aldrich held several management positions at Biogen, Inc. Mr. Aldrich receivedearned his undergraduate degreeB.A. from Boston College and an M.B.A. from the Amos Tuck School at Dartmouth College. We believe that Mr. Aldrich is qualified to serve on our Board due to his experience in the life sciences industry as an entrepreneur and venture capitalist and his service on the boards of directors of other life sciences companies.

        Jeffrey D. Capello has served as a member of our Board since March 2012. Mr. Capello is the Executive Vice President and Chief Financial Officer for Biogen, Inc. where he started in December 2017. Mr. Capello also served as the Executive Vice President and Chief Financial Officer of Beacon Health Options from September 2016 to December 2017. Mr. Capello was the Chief Executive Officer and founder of Monomoy Advisors, which focuses on helping companies drive shareholder value. From July 2014 to May 2015, Mr. Capello served as the Chief Financial Officer of Ortho-Clinical Diagnostics, which was acquired by the Carlyle Group from Johnson & Johnson, with responsibility for global finance and business development. Prior to his role at Ortho-Clinical Diagnostics, Mr. Capello served as Chief Financial Officer and Executive Vice President of Boston Scientific from March 2010 to March 2014. At Boston Scientific, Mr. Capello was responsible for the worldwide management of Boston Scientific's finance, information systems, business development and corporate strategy functions. Mr. Capello joined Boston Scientific in June 2008 and served as Senior Vice President and Chief Accounting Officer until March 2010. Prior to joining Boston Scientific, he was the Senior Vice President and Chief Financial Officer with responsibilities for global finance and business development at PerkinElmer, Inc. from 2006 to 2008. Prior to that, he served as PerkinElmer's vice president of finance, corporate controller and treasurer from 2002 to 2006 and vice president, finance, corporate controller, chief accounting officer and treasurer from 2001 to 2005. Prior to his tenure at PerkinElmer, Mr. Capello was a Partner at PricewaterhouseCoopers LLP, both in the United States and in the Netherlands. Mr. Capello is a board member of Flex Pharma, Inc., a biotechnology company developing treatments for symptoms associated with neuromuscular conditions. Previously, Mr. Capello was a member of the Boardboard of Sirtris Pharmaceuticals, Inc., which was acquired by GlaxoSmithKline in 2008, and served as both a member and the Chair of its audit committee. Mr. Capello holds a B.S. degree in business administration from the University of Vermont and an M.B.A. degree from Harvard

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Business School. Mr. Capello is also a certified public accountant. We believe that Mr. Capello is qualified to serve on our Board due to his experience in the medical device and healthcare technology industries, his accounting background and his service on the boards of directors of other life sciences companies.

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        Mary Fisher has served as a member of our Board since June 2013. Ms. Fisher also serves as Chief Executive Officer and Director at Colorescience, Inc., a former division of SkinMedica, Inc., where she served as Chief Executive Officer from April 2008 to December 2012, when she led the sale of the company to Allergan, Inc. Prior to joining SkinMedica, Ms. Fisher was the Chief Operating Officer of Acorda Therapeutics, Inc., a biotechnology company focused on developing products for the treatment of central nervous system disorders, with responsibility for corporate strategy and business development, financial planning, sales and marketing, and manufacturing. Previously, Ms. Fisher was Vice President, Strategic Healthcare and Commercial Operations for Cephalon, Inc., with responsibility for product planning and marketing, managed care sales, and manufacturing. Her earlier experience includes positions at Immunex Corp. and Boehringer Ingelheim. She is also a member of the board of directors of Zeltiq Aesthetics,MDRejuvena, Inc., a publicly-traded medical technology company, and Neuroscience Nursing Foundation. We believe that Ms. Fisher is qualified to serve on our Board based on her more than 25 years of experience in the pharmaceutical and biotechnology industries, including her executive experience.

        Marc Kozin has served as a member of our Board since January 2014. Mr. Kozin has been a Senior Advisor to L.E.K. Consulting, a global strategy consulting firm, since July 2011. Prior to that, Mr. Kozin served as president of L.E.K.'s North American practice for 15 years. Mr. Kozin currently serves as a member of the board of directors of UFP Technologies, Inc., a designer and manufacturer of engineered packaging solutions and engineered component products, Endocyte, Inc., a biotechnology company developing treatments for cancer and inflammatory diseases, Flex Pharma, Inc., a biotechnology company developing treatments for symptoms associated with neuromuscular conditions, and twoone privately-held companies.company. Mr. Kozin previously served as a member of the board of directors of DYAX Corp., a biopharmaceutical company, from January 2012 until January 2016. He also serves on the strategic advisory board for Healthcare Royalty Partners, a global healthcare investment firm. Mr. Kozin holds a B.A., with distinction, in economics from Duke University and an M.B.A., with distinction, from The Wharton School, University of Pennsylvania. We believe that Mr. Kozin is qualified to serve on our Board due to his nearly 30 years of experience in corporate and business unit strategy consulting, merger and acquisition advisory services, and value management both domestically and internationally.

Thomas Malley has served as a member of our Board since October 2012. Since May 2007, Mr. Malley has served as President of Mossrock Capital, LLC, a private investment firm. From April 1991 to May 2007, Mr. Malley served with Janus Mutual Funds as an analyst for eight years and as a vice president and portfolio manager for the Janus Global Life Sciences Fund for eight years. He serves on the board of directors of Kura Oncology, Inc. and BeiGene, Ltd., both biotechnology companies. He previously served as a director of Puma Biotechnology, Inc. from 2011 to 2015, Synageva BioPharma Corp. from 2006 to 2015 and Cougar Biotechnology, Inc. from 2007 to 2009. Mr. Malley holds a B.S. in biology from Stanford University and has been a chartered financial analyst since 1994. We believe that Mr. Malley is qualified to serve on our Board due to his investment and financial experience in the biotechnology industry and his service on the boards of directors of other life sciences companies.

        John Sexton, Ph.D. has served as a member of our Board since April 2015. Dr. Sexton is President Emeritus of New York University. He served as the fifteenth President of NYU from 2001 until 2015. He is a Fellow of the American Academy of Arts and Sciences, a member of the Council on Foreign Relations, and a past member of the Executive Committee of the Association of American Universities. He previously served as the Chairman of the Board of the Federal Reserve Bank of New York and Chair of the Federal Reserve Systems Council of Chairs. He was awarded the TIAA-CREF Hesburgh Award for Leadership Excellence, the Foreign Policy Association Medal, the NASPA President's Award for advancing the quality of student life at NYU, and was named one of the "Top Ten College Presidents" by TIME Magazine. Earlier in his career at NYU, he was the Dean and Benjamin Butler Professor of Law at NYU School of Law. Prior to NYU, Dr. Sexton was Law Clerk to Chief Justice

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Warren Burger of the United States Supreme Court and to Judges David Bazelon and Harold Leventhal of the United States Court of Appeals. Additionally, Dr. Sexton served as Special Master Supervising Pretrial Proceedings in the Love Canal Litigation. He also served as Professor of Religion and Department Chair at Saint Francis College. Dr. Sexton is a published author of several books, chapters, articles and Supreme Court briefs. Dr. Sexton holds a B.A. in History from Fordham College, an M.A. in Comparative Religion, and a Ph.D. in History of American Religion from Fordham University, and a J.D. from Harvard Law School. We believe that Dr. Sexton is qualified to serve on our Board due to his executive experience and his experience with global partnerships.

        John Howe, III, M.D. has served as a member of our Board since June 2015. Dr. Howe is a recognized expert in international medicine and is a humanitarian leader. From 2001 through 2015, he served as the President and Chief Executive Officer of Project HOPE, an international health

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education and humanitarian assistance foundation, which operates more than 70 programs in 45 countries on five continents. During Dr. Howe's tenure, Project HOPE expanded its areas of distributing medicine, treating infectious diseases and non-communicable diseases, and promoting the health education and life improvement of women and children. Before Project HOPE, Dr. Howe held the Distinguished Chair in Health Policy at The University of Texas Health Science Center at San Antonio; he served as the Center's chief executive from 1985 through 2000 and is currently the President Emeritus. He is a board member of BB&T Bank, the Chinese Center for Communicable Disease Control and Prevention, the John E. Fogarty International Center at the National Institutes of Health and the Texas Biomedical Research Institute, among others. Among Dr. Howe's numerous honors and awards are the U.S. Army's Commander's Award for Public Service, the Surgeon General's Exemplary Service Award, and the Magnolia Award from the City of Shanghai, China. Dr. Howe is a published author of numerous articles, chapters and abstracts in medical journals, including the New England Journal of Medicine and the Annals of Internal Medicine, among others. Dr. Howe holds a Bachelor of ArtsB.A. from Amherst College and an M.D. from Boston University School of Medicine. We believe that Dr. Howe is qualified to serve on the Board due to his experience with global medicine and as a leader of international health initiatives.

        There are no family relationships among any of our directors or executive officers.

Board Composition

        In accordance with the terms of our certificate of incorporation and by-laws, our Board is divided into three classes, with each class having as near an equal number of directors as possible. The terms of service of the three classes are staggered so the term of one class of our Board expires each year. Upon the expiration of the term of a class of directors, directors in that class are eligible to be elected for a new three-year term at the Annual Meeting of stockholders in the year in which their term expires. Our Board currently consists of eight members, divided into three classes as follows:

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class I consists of Dr. Howe and Mr. Kozin, each with a term expiring at the 2019 annual meeting of stockholders;



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class II consists of Mr. Aldrich, Ms. Fisher and Dr. Sexton, each with a term expiring at the 20172020 annual meeting of stockholders; and



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class III consists of Dr. DippKroeger and Messrs.Mr. Capello, and Malley, each with a term expiring at the 2018 annual meeting of stockholders.

        Our certificate of incorporation and by-laws provide that the authorized number of directors may be changed only by resolution of our Board. Our certificate of incorporation and by-laws also provide that our directors may be removed only for cause and only by the affirmative vote of the holders of at least 75% of the votes that all of our stockholders would be entitled to cast in an annual election of

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directors, and that any vacancy on our Board, including a vacancy resulting from an enlargement of our Board, may be filled only by vote of a majority of our directors then in office.

Board Determination of Independence

        We determine whether our boardBoard members and committee members are independent according to the standards set forth in the Nasdaq Listing Rules. The Nasdaq Listing Rules require that, subject to specified exceptions, each member of a listed company's Audit, Compensation and Nominating and Corporate Governance Committees be independent and that Audit Committee members also satisfy independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended. Under Nasdaq Listing Rule 5605(a)(2), a director will only qualify as an "independent director" if, in the opinion of our Board, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In order to be

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considered independent for purposes of Rule 10A-3, a member of an Audit Committee of a listed company may not, other than in his or her capacity as a member of the Audit Committee, the Board, or any other board committee: (1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries.

        Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board determined that none of Messrs. Aldrich, Capello, Kozin, and Malley, Drs. Sexton and Howe, and Ms. Fisher has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is "independent" as that term is defined under Rule 5605(a)(2) of the Nasdaq Listing Rules. In making its determination, our Board considered the relationships that each such non-employee director has with our company,Company, their beneficial ownership of our outstanding capital stock and all other facts and circumstances our Board deemed relevant in determining their independence. In addition, our Board determined that all of the members of our board'sBoard's three standing committees described below are independent, as defined under applicable Nasdaq Listing Rules and, in the case of all members of our Audit Committee, the independence requirements contemplated by Rule 10A-3 under the Securities Exchange Act of 1934, as amended.

Board Leadership Structure

        Effective as of January 6, 2016, Dr.September 1, 2017, Michelle Dipp, became theM.D., Ph.D., stepped down as Executive Chair of the Board, replacing Richard Aldrich, who resigned asand Dr. Kroeger became Chief Executive Officer and a Director. The Board does not currently have a Chairman of the Board. Though not officially serving in a Chairman of the Board but continues to serve as a director. In March 2016, Mr. Aldrich was appointed as Independent Lead Director of thecapacity, Dr. Kroeger presides over Board by the independent directors.

matters. Dr. Dipp'sKroeger's duties as Executive Chair of the Board include the following:

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preparing or approving the agenda for each boardBoard meeting after input from the Board and management; and



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determining the frequency and length of boardBoard meetings and recommending when special meetings of our boardBoard should be held; and



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working to evolve the company'sCompany's corporate strategy and business development.

        In March 2016, Mr. Aldrich was appointed as Independent Lead Director of the Board. Mr. Aldrich's duties as Independent Lead Director include the following:

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presiding over meetings of the independent directors in executive session;



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facilitating communications between other members of the Board the Executive Chair and/orand the Chief Executive Officer (when such office is filled);Officer; however, each director is free to communicate directly with the Executive Chair and the Chief Executive Officer;

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meeting with any director who is not adequately performing his or her duties as a member of our boardBoard or any committee;



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monitoring, with the assistance of the company'sCompany's general counsel or outside legal advisors, communications from stockholders and other interested parties and provide copies or summaries to the other directors as he or she considers appropriate;



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reviewing and, if appropriate, recommending action to be taken with respect to written communications from stockholders submitted to our boardBoard (see "Board Processes—Communications with Stockholders" below);



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otherwise consulting with the Executive Chair and/or the Chief Executive Officer on matters relating to corporate governance and Board performance.

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        Mr. Aldrich, as Independent Lead Director and chair of the Nominating and Corporate Governance Committee, oversees the maintenance and improvement of governance practices that require and support high levels of performance by members of the Board. Mr. Aldrich's leadership encourages open discussion and deliberation, with a thoughtful evaluation of risk, to support the board'sBoard's decision-making. Mr. Aldrich's leadership also encourages communication among the directors, and between management and the Board, to facilitate productive working relationships.

        In late 2015, our Board decided to separate the roles of Executive Chair and Chief Executive Officer and to haveappoint an Independent Lead Director because it believed that leadership structure recognized the independent roles of the Board the Executive Chair and the Chief Executive Officer and offered the following benefits:

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increasing the independent oversight of OvaScience and enhancing our board'sBoard's objective evaluation of our Chief Executive Officer;



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providing the Chief Executive Officer with an experienced sounding board;



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providing greater opportunities for communication between stockholders and our board;Board; and



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enhancing the independent and objective assessment of risk by our Board.

        Following the departure of Dr. Harald Stock from his employment as our Chief Executive Officer in December 2016, we have initiated a search for a permanent Chief Executive Officer. Pending the identification, recruitment and retention of such individual, Dr. Dipp is serving as both Executive Chair and principal executive officer.

Board Committees

        Our Board has established an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and a Global Strategy Committee. Each committee operates under a charter that has been approved by our Board. Copies of the committee charters are posted on the Investor Relations section of our website,ir.ovascience.com.

Audit Committee

        The responsibilities of the Audit Committee include:

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appointing, terminating (when necessary), approving the compensation of and assessing the independence of our registered public accounting firm;



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overseeing the work of our registered public accounting firm, including through the receipt and consideration of reports from such firm;

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reviewing and discussing with management and the registered public accounting firm our annual and quarterly financial statements and related disclosures;



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monitoring our internal control over financial reporting, disclosure controls and procedures and code of business conduct and ethics;



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overseeing our internal audit function;



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overseeing our risk assessment and risk management policies;



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establishing policies and procedures for the receipt and retention of accounting related complaints and concerns;



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meeting independently with our internal auditing staff, registered public accounting firm and management;



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reviewing and approving or ratifying any related person transactions; and



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preparing the Audit Committee report required by SEC rules.

        The members of the Audit Committee are Messrs. Capello (Chair) and MalleyKozin and Dr. Howe. Our Board has determined that each member of the Audit Committee meets the financial literacy requirement under the applicable Nasdaq Listing Rules and that Mr. Capello is an "Audit Committee

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financial expert" as defined in Item 407(d)(5) of Regulation S-K. All members of the Audit Committee satisfy the current independence standards promulgated by the SEC and by The Nasdaq Stock Market, as such standards apply specifically to members of Audit Committees. The Audit Committee met 10six times during 2016.2017.

        All audit and non-audit services, other than de minimis non-audit services, to be provided to us by our independent registered public accounting firm must be approved in advance by our Audit Committee.

        Please also see the report of the Audit Committee set forth elsewhere in this proxy statement.

Compensation Committee

        The responsibilities of the Compensation Committee include:

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annually reviewing and approving corporate goals and objectives relevant to our Chief Executive Officer's compensation;



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determining our Chief Executive Officer's compensation;



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reviewing and approving, or making recommendations to our boardBoard with respect to, the compensation of our other executive officers;



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overseeing an evaluation of our senior executives;



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overseeing and administering our equity incentive plans; and



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reviewing and making recommendations to our boardBoard with respect to director compensation.

        The members of the Compensation Committee are Mr. MalleyDr. Howe (Chair), and Ms. Fisher and Dr. Howe. Each of theFisher. Both members isare independent as defined under the Nasdaq Listing Rules applicable to Compensation Committee members. The Compensation Committee met 10eight times during 2016.2017.

        Compensation Consultant.    During fiscal year 2016,2017, Pearl Meyer and Partners LLC, or Pearl Meyer, a national executive compensation consulting firm, served as our independent compensation consultant. At the request of our Compensation Committee, Pearl Meyer was engaged by our management team and reported directly to our Compensation Committee. Pearl Meyer assists the

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Compensation Committee in fulfilling its responsibilities under its charter, including advising on proposed compensation packages for executive officers, defining the appropriate market of the Company's peer companies for executive compensation and practices, benchmarking our executive compensation program against the peer group each year and advising on market practices generally. Pearl Meyer also assists the committee in benchmarking our director compensation program and practices against those of our peers. Pearl Meyer interacts with the Compensation Committee, as needed in connection with advising the Compensation Committee, and Pearl Meyer is included in discussions with management and, when applicable, the Compensation Committee's outside legal counsel on matters being brought to the Compensation Committee for consideration.

        Pearl Meyer did not provide any services to the Company other than executive and director compensation consulting services during fiscal year 2016.2017. In compliance with SEC rules and the corporate governance rules of The NASDAQNasdaq Stock Market, Pearl Meyer provided the Compensation Committee with a letter addressing each of the six independence factors set forth in those rules. Their responses affirm the independence of Pearl Meyer and the partners, consultants, and employees who service the Compensation Committee on executive compensation matters and governance issues. Additionally, the Compensation Committee has assessed the independence of Pearl Meyer pursuant to SEC rules and concluded that Pearl Meyer's work for the Company does not raise any conflict of interest.

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        Please also see the report of the Compensation Committee set forth elsewhere in this proxy statement.

Nominating and Corporate Governance Committee

        The responsibilities of the Nominating and Corporate Governance Committee include:

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identifying individuals qualified to become boardBoard members;



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recommending to our boardBoard the persons to be nominated for election as directors and to each of the Board's committees;



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reviewing and making recommendations to the Board with respect to management succession planning;



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developing and recommending to the Board corporate governance guidelines; and



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overseeing an annual evaluation of the Board.

        The members of the Nominating and Corporate Governance Committee are Messrs. Aldrich (Chair) and Kozin. All members of the Nominating and Corporate Governance Committee qualify as independent under the definition promulgated by The Nasdaq Stock Market.

        The Nominating and Corporate Governance Committee met once during 2016.2017.

Global Strategy Committee

        In March 2016, our Board established a Global Strategy Committee to support the Board in providing board level global strategic guidance to the Executive Chair and executive management team. The Global Strategy Committee's responsibilities include:

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advising the Executive Chair and executive management team generally on global strategy, as well as on the development and implementation of the Company's strategic plan; and



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advising the Executive Chair and executive management team on strategies for approaching international markets, including guidance on cultural, regulatory and government affairs matters.

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        Each member of the Global Strategy Committee provides individual guidance to the Executive Chair and/or executive management team that is within such member's specialized area of expertise. The members of the Global Strategy Committee are Drs. Howe and Sexton and Mr. Kozin.

Board Meetings and Attendance

        Our Board met sevennine times during 2016.2017. During 2016,2017, each director attended at least 75% of the aggregate of the number of boardBoard meetings and the number of meetings held by all committees on which he or she then served.

        Our corporate governance guidelines provide that directors are expected to attend Annual Meetings. Allannual meetings. One of our then current directors attended our Annual Meetingannual meeting of stockholders in 2016.2017 because the annual meeting was not held on the day of our Board meeting due to scheduling issues.

Compensation Committee Interlocks and Insider Participation

        For the fiscal year ended December 31, 2016,2017, our Compensation Committee was comprised of Mr. MalleyDr. Howe (Chair), and Ms. Fisher and Dr. Howe.Fisher. No member of our Compensation Committee during the fiscal year ended December 31, 20162017 has at any time been an officer or employee of ours. None of our executive officers serves as a member of another entity's board of directors or Compensation Committee that has one or more executive officers serving as a member of our Board or Compensation Committee.

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Board Processes

Oversight of Risk

        Our Board manages its risk oversight function directly and through its committees. Our management is responsible for risk management on a day to day basis. The role of our boardBoard and its committees is to oversee the risk management activities of management. They fulfill this duty by discussing with management the policies and practices utilized by management in assessing and managing risks and providing input on those policies and practices. In general, our boardBoard oversees risk management activities relating to business strategy, acquisitions, capital allocation, organizational structure and certain operational risks; our Audit Committee oversees risk management activities related to financial controls and legal and compliance risks; our Compensation Committee oversees risk management activities relating to our compensation policies and practices; and our Nominating and Corporate Governance Committee oversees risk management activities relating to boardBoard composition and management succession planning. Each committee reports to our boardBoard on a regular basis, including reports with respect to the committee's risk oversight activities as appropriate. In addition, since risk issues often overlap, committees from time to time request that the full boardBoard discuss particular risks.

        Our Compensation Committee has discussed the concept of risk as it relates to our compensation programs, including our executive compensation program. Our Compensation Committee believes that our compensation programs do not encourage excessive or inappropriate risk taking and that any risks arising from our employee compensation policies and practices are not reasonably likely to have a material adverse effect on our company.Company. Our Compensation Committee believes that any such risks are mitigated by:

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The balanced mix of pay components including base salary, annual cash bonuses and, for most of our employees, equity awards that vest over multiple years and are intended to motivate employees to take a long-term view of our business; and



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The structure of our annual cash incentive bonus program, which is based on (i) multiple performance measures to avoid employees placing undue emphasis on any particular performance metric at the expense of other aspects of our business, and (ii) performance targets

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that we believe are somewhat aggressive, yet reasonable, and should not require undue risk-taking to achieve.

Director Nomination Process

        The process followed by our Nominating and Corporate Governance Committee to identify and evaluate director candidates may include requests to boardBoard members and others for recommendations, evaluation of the performance on our boardBoard and its committees of any existing directors being considered for nomination, consideration of biographical information and background material relating to potential candidates and, particularly in the case of potential candidates that are not then serving on our board,Board, interviews of selected candidates by members of the committee and our board.Board.

        In considering whether to recommend any particular candidate for nomination as a director, our Nominating and Corporate Governance Committee applies the criteria set forth in our Corporate Governance Guidelines. Consistent with these criteria, our Nominating and Corporate Governance Committee expects every nominee to have the following attributes or characteristics, among others: integrity, honesty, adherence to high ethical standards, business acumen, good judgment, and a commitment to understanding our business and industry.

        Our directors' biographies, including those of the nominees for director, are contained under "Corporate Governance—Our Board of Directors" and indicate the experience, qualifications, attributes and skills of each of our current nominees for director that led our Nominating and

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Corporate Governance Committee and our Board to conclude that each of the nominees should continue to serve as a director of OvaScience. Our Nominating and Corporate Governance Committee and our Board believe that each of the nominees has the individual attributes and characteristics required of each of our directors, and the nominees as a group possess the skill sets and specific experience desired of our Board as a whole.

        Our Nominating and Corporate Governance Committee does not have a policy (formal or informal) with respect to diversity, but believes that our board,Board, taken as a whole, should embody a diverse set of skills, experiences and backgrounds and consequently considers the value of diversity when selecting nominees. The Nominating and Corporate Governance Committee does not make any particular weighting of diversity or any other characteristic in evaluating nominees and directors.

        Stockholders may recommend individuals for consideration as potential director candidates by submitting their names, together with appropriate biographical information and background materials, and information with respect to the stockholder or group of stockholders making the recommendation, including the number of shares of common stock owned by such stockholder or group of stockholders, to OvaScience, Inc., 9 Fourth Avenue, Waltham, Massachusetts 02451, Attention: Nominating and Corporate Governance Committee. The specific requirements for the information that is required to be provided for such recommendations to be considered are specified in our by-laws. Assuming that appropriate biographical and background material has been provided on a timely basis, the Nominating and Corporate Governance Committee will evaluate stockholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others.

Communications with Stockholders

        Our Board will give appropriate attention to written communications that are submitted by stockholders, and will respond if and as appropriate. Stockholders may communicate with the Company through its Investor Relations Department by writing to OvaScience, Inc., 9 Fourth Avenue, Waltham, Massachusetts 02451, Attention: Investor Relations, by calling Investor Relations at 617-500-2802, or by sending an e-mail toinfo@ovascience.com. Additional information about contacting OvaScience is available on the Investor Relations section of our website, which is located atir.ovascience.com.

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        Stockholders and other persons interested in communicating directly with the Independent Lead Director of the Board or with the non-management directors as a group may do so by writing to OvaScience, Inc., 9 Fourth Avenue, Waltham, Massachusetts 02451, Attn: Independent Lead Director of the Board.

Executive Officers

        The following table sets forth certain information regarding our executive officers as of April 1, 2017.2018. The following executive officers are at-will employees.

        Michelle Dipp,Christopher Kroeger, M.D., Ph.D.M.B.A.    Dr. Dipp'sKroeger's biographical information is set forth above under "Our Board of Directors."

        Christophe Couturier, M.B.A.James Lillie, Ph.D. joined OvaScience in January 2018. He brings extensive cellular biology and biochemistry experience to OvaScience, and leads the Company's preclinical research and development efforts, including the continued advancement of OvaPrime and OvaTure. Dr. Lillie has more than

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25 years of experience driving preclinical research and development across diverse therapeutic areas. He joins OvaScience from Sanofi Genzyme where he began working in 2004 and ultimately became Vice President of In Vitro Biology. In this role, Dr. Lillie was responsible for developing a scientific strategy for creating a sustainable, high value portfolio in rare diseases. He established a strong pipeline of small molecule drugs and supported the U.S. Food and Drug Administration's approval of Eliglustat and acceptance of two investigational new drug applications. Previously, he was Senior Director, In Vitro Biology at Sanofi Genzyme and, before that, he held roles of increasing responsibility at Millennium Pharmaceuticals, Inc. Earlier, he worked as Senior Director, Biology at Scriptgen Pharmaceuticals, and as co-founder at AMIRA, which was later sold to Repligen Corporation. Dr. Lillie holds a Ph.D. in Biochemistry and Molecular Biology from Harvard University and B.A. in German Literature from Wesleyan University.

Jonathan Gillis, C.P.A. has served as our Chief Financial Officerbeen with OvaScience since September 2016.2013. In his role at OvaScience, he oversees the finance, human resources, informational technology and legal functions. He manages all SEC filings, budgets, works directly with the Audit and Compensation Committees, and is active with investor relations. He has more than 15 years of combined public accounting and overall financial industry experience. He was also instrumental in multiple OvaScience public offerings. Previously, Mr. Couturier served in various roles with Merck KGaA (Darmstadt, Germany), a global science and technology company in healthcare, life science and performance materials. Most recently, he was Senior Vice President and General Manager at Merck KGaA, where he led the Merck KGaA/Pfizer Global Immuno-Oncology Alliance. From September 2014 to March 2016, he was Senior Vice President of the Merck—KGaA/Sigma-Aldrich Integration Program. From January 2014 through September 2014, he served as Senior Vice President—HeadDirector of Bioscience Business. From January 2011 through December 2013, heGlobal Finance and Operations at OvaScience, Mr. Gillis was Vice President-Head of Services—Process Solutions Business. From April 2010 to January 2011, he was Vice President at the Merck KGaA/Millipore Integration Office. Between 2004 and 2010, Mr. Couturier served in multiple roles, including as the Vice President of Corporate Financial Planning and Analysis and Vice President of Finance Operationsbased in the BioprocessUnited Kingdom and BioScience divisions.established the international headquarters for the Company. Prior to joining Merck KGaAOvaScience, Mr. Gillis was a Senior Manager of External Reporting and Compliance at GFI Software in 2004,2013, where he prepared the company for its initial public offering and managed SEC compliance. Earlier in his career, Mr. Couturier worked as an Associate PartnerGillis was a Manager at IBM Business Consulting Services, asPricewaterhouseCoopers, LLP, where he was responsible for all stages of integrated and non-integrated audit engagements with clients ranging from million-dollar private companies to multi-billion-dollar public companies. Mr. Gillis is a Finance Director at Lloyds Pharmacycertified public accountant. He holds a B.S. and as a Head of Finance for Novartis, with positionsM.S. in Hungary, Norway, Turkey and Switzerland. Mr. Couturier received a Baccalaureate, Serie CAccounting from Lycee Marcellin Berthelot and an MBA from ESSEC Business School, both in France.Babson College.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Policies and Procedures for Related Person Transactions

        Our Board has adopted written policies and procedures for the review of any transaction, arrangement or relationship in which we are a participant, the amount involved exceeds $120,000, and one of our executive officers, directors, director nominees or 5% stockholders (or their immediate family members), each of whom we refer to as a related person, has a direct or indirect material interest.

        If a related person proposes to enter into such a transaction, arrangement or relationship, which we refer to as a "related person transaction," the related person must report the proposed related person transaction to our Chief Legal Officer or, in the event we do not have a Chief Legal Officer, to our Principal Financial Officer. The policy calls for the proposed related person transaction to be reviewed and, if deemed appropriate, approved by the Audit Committee of our Board. Whenever practicable, the reporting, review and approval will occur prior to entry into the transaction. If advance review and approval is not practicable, the committee will review, and, in its discretion, may ratify the related person transaction. The policy also permits the chair of the committee to review and, if deemed appropriate, approve proposed related person transactions that arise between committee meetings, subject to ratification by the committee at its next meeting. Any related person transactions that are ongoing in nature will be reviewed annually.

        A related person transaction reviewed under the policy will be considered approved or ratified if it is authorized by the committee after full disclosure of the related person's interest in the transaction. As appropriate for the circumstances, the committee will review and consider:

•

the related person's interest in the related person transaction;



•

the approximate dollar value of the amount involved in the related person transaction;



•

the approximate dollar value of the amount of the related person's interest in the transaction without regard to the amount of any profit or loss;



•

whether the transaction was undertaken in the ordinary course of our business;



•

whether the terms of the transaction are no less favorable to us than terms that could have been reached with an unrelated third party;



•

the purpose of, and the potential benefits to us of, the transaction; and



•

any other information regarding the related person transaction or the related person in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction.

        The committee may approve or ratify the transaction only if the committee determines that, under all of the circumstances, the transaction is not inconsistent with our best interests. The committee may impose any conditions on the related person transaction that it deems appropriate.

        In addition to the transactions that are excluded by the instructions to the SEC's related person transaction disclosure rule, our Board has determined that the following transactions do not create a direct or indirect material interest on behalf of related persons and, therefore, are not related person transactions for purposes of this policy:

•

interests arising solely from the related person's position as an executive officer of another entity (whether or not the person is also a director of such entity), that is a participant in the transaction, where (a) the related person and all other related persons own in the aggregate less than a 10% equity interest in such entity, (b) the related person and his or her immediate family members are not involved in the negotiation of the terms of the transaction and do not receive

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any special benefits as a result of the transaction and (c) the amount involved in the transaction equalsis less than the greater of $200,000 or 5% of the annual consolidated gross revenues of the other entity that is a party to the transaction; and

•

a transaction that is specifically contemplated by provisions of our charter or by-laws.

        The policy provides that transactions involving compensation of executive officers shall be reviewed and approved by the Compensation Committee in the manner specified in its charter.

Related Person Transactions

        Except as set forth below and in this proxy statement under the captions "Executive Compensation" and "Director Compensation," there were no transactions to which we were a party since January 1, 20162017 through the date of this proxy statement with our directors and officers and beneficial owners of more than 5% of our voting securities and their affiliates.

Public Offerings of Common Stock

        In June 2016, we issued and sold an aggregate of 8,222,500 shares of common stock at a price per share of $7.00, pursuant to a shelf registration statement on Form S-3, for an aggregate purchase price of approximately $53.9 million. The following table sets forth the number of shares of our common stock that we issued to our directors, executive officers, 5% stockholders and their affiliates in this registered offering:

Equity Awards

        On January 5, 2017, our Board of Directors approved an equity grant to Christophe Couturier, our Chief Financial Officer in the amount of 100,000 stock options with a grant date fair value of $124,655. The options vest in equal quarterly amounts over two years following the grant date.

        On March 3, 2017, our Board of Directors approved an additional equity grant to Mr. Couturier in the amount of 45,750 stock options with a grant date fair value of $51,892 and an equity grant to Dr. Dipp in the amount of 150,000 stock options with a grant date fair value of $170,139. The options vest as to 25% of the option shares on March 2, 2018 and as to an additional 6.25% of the option shares at the end of each successive three-month period thereafter until March 2, 2021.

Indemnification

        Our certificate of incorporation provides that we must indemnify our directors and officers to the fullest extent permitted by Delaware law and must advance expenses, including attorneys' fees, to our directors and officers in connection with legal proceedings, subject to very limited exceptions. In addition, we have entered into indemnification agreements with our directors.

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COMPENSATION DISCUSSION AND ANALYSIS

        Our Compensation Committee is responsible for overseeing the total compensation of our executive officers. In this capacity, our Compensation Committee designs, implements, reviews and approves all compensation for our Chief Executive Officer and our other Named Executive Officers. This section discusses the principles underlying our policies and decisions with respect to the compensation of our executive officers who are named in the Summary Compensation Table below, or our Named Executive Officers, and all material factors relevant to an analysis of these policies and decisions. Our Named Executive Officers for purposes of this disclosure are:

•

Michelle Dipp,Christopher Kroeger, M.D., Ph.D.M.B.A., our Executive Chair;



•

Christophe Couturier, our Chief Financial Officer;



•

Harald Stock, Ph.D., our former Chief Executive Officer;



•

Jeffrey E. Young,Jonathan Gillis, C.P.A., our former Chief Financial Officer;Senior Vice President, Finance;



•

Paul Chapman,Michelle Dipp, M.D., Ph.D., our former Chief Operating Officer;Executive Chair; and acting President; and



•

Arthur Tzianabos, Ph.D.,Christophe Couturier, our former President and Chief ScientificFinancial Officer.

Executive Summary and Corporate Background

        We are a global fertility company focused on the discovery, development, and commercialization of new fertility treatment options for women. 2016 was a year of significant developments inDuring 2017, we refocused our business on research and strategy, as well asdevelopment of our core treatment options and made two important transitions in our executive management team.

•

On January 6, 2016, As announced during 2017, we announced that Dr. Stock, who was then a memberimplemented restructurings of our Board, had been appointed asbusiness that are designed to reflect and enable an evolving corporate strategy, and these changes are reflected in our Chief Executive Officer-Elect, and would begin to serve as our Chief Executive Officer on July 1, 2016, and that Dr. Dipp would remain as Chief Executive Officer until July 1, 2016. On January 6, 2016, Dr. Dipp also became our Executive Chair of the Board.



•

Mr. Chapman joined ourexecutive management team in February 2016 as Chief Operating Officer.



•

During 2016, we continued to make progress on our development and business goals, including the expansion of our global sales and marketing team in anticipation of the commercial launch of our AUGMENT^SM treatment in regions outside of the United States. We also continued to drive the development of our OvaPrime^SM and OvaTure^SM treatments, with a focus on expanding in key strategic regions such as Japan, Western Europe and Canada.



team.

•

In December 2016, we determined to change our corporate strategy.strategy and we implemented that refocus in 2017. As part of this strategic shift, we announced that we would continue to make our AUGMENT^SM treatment available to patients at partner clinics in Canada and Japan and maintain our current commercial footprint, but would slow our commercial expansion, reassess the ongoing and planned clinical studies of AUGMENT, and undertake a corporate restructuring, including a workforce reduction to better align our workforce to our revised corporate strategy and to carefully manage our cash burn. These changes will enableenabled us to extend our cash position into the first quarter of 2019 and increase our focus on the development of OvaPrime^SM and OvaTure.OvaTure^SM.



•

In January 2017, following the announcement of the restructuring, we approved a retention plan providing for cash bonuses and equity grants for participating employees, including our Chief Financial Officer, Mr. Couturier.employees. The purpose of the retention plan iswas to incentivize employees to remain with us following the announcement of the corporate restructuring. Pursuant to the retention plan, participating employees will receivereceived equity grants that vest over a two yeartwo-year period and cash bonuses, payable either in a lump sum or over time, subject to the employees' remaining with us as of the vesting or payment dates.




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•

In connection with our change in corporate strategy, Dr. Stock and Mr. Chapman left their employment with us in December 2016. Dr. Dipp will continue to serve as Executive Chair and will serve as acting President and principal executive officer while the Company conducts a search for a new Chief Executive Officer. That search is ongoing.



•

InOn June 21, 2017, we announced that Christopher Kroeger, M.D., M.B.A., had been appointed as our Chief Executive Officer-Elect, and would begin to serve as our Chief Executive Officer on September 2016, Mr. Couturier joined1, 2017, and that Dr. Michelle Dipp would remain as Executive Chair and acting President until September 1, 2017. On September 1, 2017, Dr. Dipp became an advisor to the Company. Also on that date, we announced that we would discontinue ongoing efforts related to the AUGMENT^SM treatment outside of North America, and would restructure our management team as Chief Financial Officer,organization to better align with a focus on the development of OvaPrime^SM and Mr. Young left the company to pursue other opportunities.OvaTure^SM, including reducing our workforce by approximately 50 percent.



•

Dr. Tzianabos left employment with us on March 31, 2016.In June, 2017, Jonathan Gillis, previously Vice President, Finance, became our Senior Vice President, Finance, replacing Mr. Couturier, our former Chief Financial Officer.

        The goal of our Compensation Committee is to ensure that our compensation programs are aligned with the interests of our stockholders and our business goals and that the total compensation




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paid to each of our Named Executive Officers is fair, reasonable and competitive. Key elements of our compensation programs include:

•

cash compensation, including base salary and annual bonuses, to enable us to attract and retain the talent needed to continue to driveoperate our business successfully; and



•

equity incentive compensation, which is provided to all employees, is typically subject to multi-year vesting based on continued service and is primarily in the form of stock options, the value of which depends on the performance of our common stock price, or restricted stock units, in order to align employee interests with those of our stockholders over the longer-term.longer term.

        We target competitive pay opportunities as compared to similarly situated executives of the companies in our peer group for total cash compensation and total equity compensation. Actual compensation levels are correlated to the achievement of corporate and individual goals, reinforcing our pay-for-performance philosophy. In addition, we adhere to market best practices in administering our executive compensation program:

	What We Do				What We Don't Do
✓	✓	Consult with an independent compensation consultant ✓ Conduct an annual review of pay levels ✓ Incentive payouts based on multiple performance measures ✓ Multi-year vesting of equity awards		✗		No tax gross-up payments to our executive team for any change-of-control payments
✓		Conduct an annual review of pay levels		✗		No hedging transactions with our securities or pledging our securities
✓		Incentive payouts based on multiple performance measures		✗		No excessive benefits or perquisites
✓		Multi-year vesting of equity awards		✗		No option repricing without shareholder approval

        Based on our performance during 2016,2017, our Compensation Committee determined that we achieved 61%75% of our corporate goals for 2016.2017. In 2016,2017, payouts under our bonus program depended on our executives meetingachieving certain targets in the areas of commercialcorporate and clinical developments with respect to AUGMENT, decisions and development milestones with respect to the OvaPrime and OvaTure programs, and financial metrics, eachindividual goals to advance the Company's strategic growth plan.

Defining and Comparing Compensation to Market Benchmarks


        In evaluating the total compensation of our Named Executive Officers, our Compensation Committee, using information provided by Pearl Meyer, establishes a peer group of publicly traded, national and regional companies in the life sciences industry that is selected based on a balance of the following criteria:

•

companies whose number of employees and stage of development are similar, though not necessarily identical, to ours;






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•

companies against which we believe we compete for executive talent; and



•

public companies based in the United States whose compensation and financial data are available in various filings with the Securities and Exchange Commission or through widely available compensation surveys.

Based on these criteria, and taking into account the change in our corporate strategy noted above, our Compensation Committee established and approved a peer group in November 2015 to determine pay levels for 2016,May 2017, which was comprised of the following companies:companies listed below. This peer group has not been updated since that time.

•

Acceleron Pharma,Alimera Sciences, Inc.



•

AegerionArgos Therapeutics, Inc.



•

ArQule, Inc.



•

CombiMatrix Corporation




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•

Concert Pharmaceuticals, Inc.



•

Cempra,EyePoint Pharmaceuticals, Inc. (formerly known as pSivida Corp.)



•

Genocea Biosciences, Inc.



•

ChemoCentryx,ImmunoGen, Inc.



•

Foundation Medicine,Infinity Pharmaceuticals, Inc.



•

KaryopharmJuniper Pharmaceuticals, Inc.



•

Melinta Therapeutics, Inc. (formerly known as Cempra, Inc.)



•

Ocular Therapeutix, Inc.



•

Orexigen Therapeutics, Inc.



•

NanoString Technologies, Inc.



•

Relypsa, Inc.



•

Revance Therapeutics, Inc.



•

Sage Therapeutics, Inc.



•

Sarepta Therapeutics, Inc.



•

Tesaro, Inc.Psychemedics Corporation



•

Tetraphase Pharmaceuticals, Inc.



•

TherapeuticsMD, Inc.Vericel Corporation



•

Zafgen, Inc.XOMA Corporation



•

ZS Pharma,Zafgen, Inc.

        We believe that the compensation practices of our peer group provided us with appropriate compensation benchmarks for evaluating the compensation of our Named Executive Officers during 2016. Notwithstanding the similarities of the peer group to OvaScience, due2017. Due to the nature of our business, we compete for executive talent with many public companies that are larger and more established than we are or that possess greater resources than we do, or with smaller private companies that may be able to offer greater equity compensation potential, as well as with prestigious academic and non-profit institutions. Accordingly, in 2016,2017, our Compensation Committee generally targeted competitive compensation levels compared to our peer group with respect to base salaries, annual cash bonus opportunities, annual equity incentive awards and overall compensation for our Named Executive Officers. While our peer group is used to identify competitive market rates, our Compensation Committee also considers other criteria, including market factors, the experience level of the executive and the executive's performance against established corporate goals, in determining variations to this general target range.

        Following the change in our corporate strategy noted above, our Compensation Committee intends to select a new peer group for use in evaluating compensation of our Named Executive Officers. That new peer group has not yet been selected, but we anticipate that it will reflect our new corporate focus and be comprised of similarly situated companies.




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Compensation Principles and Objectives


        Our overall compensation program is structured to attract, motivate and retain highly qualified executive officers by paying them competitively, consistent with our success and their contribution to that success. Our ability to excel depends on the skill, creativity, integrity and teamwork of our employees. We believe compensation should be structured to ensure that a portion of compensation opportunity will be related to factors that directly and indirectly influence long-term stockholder value. Our compensation philosophy has been driven by a number of factors that are closely linked with our broader strategic objectives.

        The Compensation Committee believes that compensation paid to our Named Executive Officers should be aligned with our performance on both a short-term and long-term basis, linked to results intended to create value for stockholders, and that such compensation should assist us in attracting and retaining key executives critical to our long-term success.

        In establishing compensation for executive officers, the following are the Compensation Committee's objectives:

•

align executive officer and stockholder interests by providing a portion of total compensation opportunities for executives in the form of equity awards and bonuses awarded based on the Compensation Committee's review of companyCompany and individual performance;




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•

ensure executive officer compensation is competitive within the marketplace in which we compete for executive talent by relying on the Compensation Committee's judgment, expertise and personal experience with other similar companies, recognizing that because of the company'sCompany's business model and relatively early stage of development, there may be few directly comparable companies; and



•

recognize that best compensation practices for a growing young company may be substantially different than for a larger, more mature company and that we should make full use of our greater latitude and breadth of compensation opportunities.

Determination of Compensation


        The Compensation Committee is charged with the primary authority to determine and recommend the compensation awards available to our executive officers for approval by the Board. Based on the Compensation Committee members' collective understanding of compensation practices in similar companies in the biotechnology and pharmaceutical industry, our executive compensation package consists of the following elements, in addition to the employee benefit plans in which all employees may participate:

•

Base salary: cash compensation for ongoing services throughout the year.



•

Annual cash bonus awards: cash awards to recognize and reward achievement of corporate and individual performance.



•

Long-term equity incentive program: equity compensation to provide an incentive to our Named Executive Officers to manage us from the perspective of an owner with an equity stake in the business.



•

Severance and change in control benefits: remuneration paid to certain executives in the event of a qualifying termination of employment.

        We set base salary and annual bonus structures and any grants of equity awardsstock options based on the Compensation Committee members' collective understanding of compensation practices in the biotechnology industry and such members' experiences as seasoned executives, consultants, board and Compensation Committeecompensation committee members, or investors in similar biotechnology and specialty pharmaceutical industry companies. In addition, from time to time the Compensation Committee may rely on compensation data provided by Pearl Meyer.




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Annual Performance Reviews


        As part of its role, the Compensation Committee has adopted a process under which annual performance goals are determined by the Chief Executive Officer and set forth in writing at the beginning of each calendar year for the corporation as a whole and each individual executive. Annual corporate goals are proposed by our management team and approved by our Board in the first quarter of each fiscal year. These corporate goals target the achievement of specific operational milestones. The Chief Executive Officer's goals are tied to the annual corporate goals and are approved by the Compensation Committee of the Board. The annual individual goals of the other executives are determined by the Chief Executive Officer and focus on contributions which facilitate the achievement of specific corporate goals and are set during the first quarter of each calendar year. Annual bonuses are tied to the achievement of the corporate goals, and each individual's contribution to the achievement of specific corporate goals.

        Our Compensation Committee conducts an annual performance review of our Named Executive Officers and approves the compensation of each member of our senior management team. By the end of the first quarter of each year, annual corporate goals and individual performance objectives are determined and set forth in writing. Annual corporate goals are proposed by our management team and approved by our Board. These corporate goals target the achievement of specific operational milestones. The Compensation Committee determines the Chief Executive Officer's goals, which are tied to the annual corporate goals. The Compensation Committee determines the annual individual goals of the other executive officers based on recommendations from the Chief Executive Officer. These goals focus on contributions that facilitate the achievement of specific corporate goals. After the end of each year, our Compensation Committee determines executive compensation levels after carefully reviewing overall corporate performance and performing an evaluation of each Named Executive Officer's annual performance against established corporate goals, as well as each individual executive officer's contributions to achievement of the corporate goals and, in the case of executive officers other than our Chief Executive Officer, the achievement of individual performance objectives. In addition, our Compensation Committee may apply its discretion, as it deems appropriate, in determining executive compensation.




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        For 2016,2017, our Chief Executive Chair'sOfficer's bonus was based entirely on performance relative to corporate goals, and the bonuses of ourbonus for Mr. Gillis (who is the only other Named Executive Officers wereOfficer to receive a bonus for 2017 performance) was based on a combination of corporate goals and individual objectives. Individual objectives for 20162017 for our executive officersMr. Gillis focused on individual contributions that were intended to drive achievement of the corporate goals, including targets in the areas of commercial and clinical developments with respect to AUGMENT, decisions and development milestones with respect to the OvaPrime and OvaTure programs, and financial metrics, each to advance the Company's strategic growth plan. Any cash awards were based on the achievement of theseapplicable corporate and individual performance goals and objectives.

Elements of Executive Compensation


Base Salaries

        Base salaries of our Named Executive Officers (other than our Chief Executive Chair)Officer) are recommended and reviewed periodically by our Chief Executive Chair,Officer, and, after recommendation from the Chief Executive ChairOfficer to the Compensation Committee, the base salary for each Named Executive Officer is approved by our Compensation Committee. The compensation of our Chief Executive ChairOfficer is set by the Compensation Committee. Adjustments to base salaries are based on the scope of an executive's responsibilities, individual contribution, experience and sustained performance. Decisions regarding salary increases may also take into account amounts paid to individuals in comparable positions at our peer companies. No formulaic base salary increases are provided to our Named Executive Officers. This strategy is consistent with our intent of offering compensation that is cost-effective, competitive and contingent on the achievement of performance objectives.

        In connection with Dr. Kroeger's joining the Company in September 2017, his annual base salary was set at $550,000. This was determined through negotiations with the Company and was determined to be in line with chief executive officer compensation for similarly situated companies.

Dr. Dipp is a founder of our company.Company. As such, from the time the companyCompany was founded in 2011 until Dr. Dipp's appointment to the role of Executive Chair in January 2016, we did not compensate Dr. Dipp with cash for her service. In lieu of cash compensation, Dr. Dipp received time-based restricted stock unit awards and stock options until her appointment as Executive Chair in 2016, at which time we entered into a five year employment agreement, or the EC Agreement, with Dr. Dipp.




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Pursuant to the EC Agreement, Dr. Dipp will initially receivereceived an annual base salary of $500,000 per year, and iswas eligible for a cash bonus, as described below. The EC Agreement will expire on December 31, 2020, unless earlier terminated in accordance with its terms. Pursuant to the EC Agreement, Dr. Dipp's currently outstanding options to purchase common stock will continuecontinued to vest pursuant to their current vesting schedule while she servesserved as Executive Chair. The unvested portion of Dr. Dipp's time-based restricted stock unit award (in the amount of 15,451 restricted stock units) issued in December 2014 was terminated upon entry into the EC Agreement. Dr. Dipp did not receive any new equity grant in connection with entering the EC Agreement.

        Dr. Dipp continued to be Executive Chair and Acting President of the Company until Dr. Kroeger became Chief Executive Officer of the Company on September 1, 2017. The EC Agreement automatically terminated when Dr. Kroeger became Chief Executive Officer, and from and after September 1, 2017 Dr. Dipp served as an advisor to the Company pursuant to the terms of an Advisory Agreement dated June 21, 2017 (the "Advisory Agreement"), which took effect (for purposes of all terms other than the stock option grant described below, which was made on June 21, 2017 upon the execution of the Advisory Agreement) simultaneously with the termination of the EC Agreement. The Advisory Agreement was scheduled to expire on December 31, 2018. Pursuant to the Advisory Agreement, Dr. Dipp (i) was paid $241,667 for the period from September 1, 2017 to December 31, 2017, which is equivalent to the payments Dr. Dipp would have received under the EC Agreement, and (ii) was to be paid $250,000 for 2018. On April 30, 2018, the Company and Dr. Dipp entered into a Termination Agreement with respect to the Advisory Agreement. The Termination Agreement provides that Dr. Dipp shall forego the discretionary cash bonus for fiscal 2017 in the amount of up to $300,000 to which she was entitled under the Advisory Agreement, as well as the $250,000 retainer she was




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entitled to receive for 2018, and that all of her unvested stock options shall become fully vested and remain exercisable until the expiration date of such options.

Mr. Couturier Dr. Stock, Dr. Tzianabos, Mr. Young and Mr. Chapman joined us after we were founded, and their initial compensation was the result of arms-length negotiations at the time each employee began employment.

        In connection with Dr. Stock's joining the Company in JanuaryAugust 2016 pursuant to an offer letter, which provided that Mr. Couturier's base salary was $400,000. Mr. Couturier's base salary was increased to $420,000 for 2017. As described below, we entered into a separation agreement with Mr. Couturier dated June 21, 2017 that provided that Mr. Couturier would assist with the transition of his role through July 31, 2017 and receive severance including six months of his base salary.

        Pursuant to the terms of his amended employment agreement dated June 14, 2017, pursuant to which he was promoted to become the Company's principal financial and accounting officer, Mr. Gillis had an annual base salary of $250,000, which was set at $650,000, with an increaseincreased to $700,000 planned to take effect on January 1, 2017. Dr. Stock also received a sign-on bonus of $200,000.$270,000 for 2018. This was determined through negotiations with the Company and was determined to be in line with chief executive officer compensation for similarly situated companies, in particular, companies that were focused on commercializing products and no longer purely or primarily in the development stage of their businesses. The Company also paid for or reimbursed Dr. Stock for reasonable costs and expenses related to his relocation from Germany and provided him with a net housing allowance of $6,000 per month.

        In connection with Mr. Chapman's joining the Company in February 2016, his annual base salary was set at $425,000. This was determined through negotiations with the Company and was determined to be in line with chief operatingprincipal financial officer compensation for similarly situated companies. We also agreed to pay Mr. ChapmanGillis a retention bonus of up$100,000 to $100,000, payable in equal quarterly installments atbe paid out over the end of each quarter of fiscal year 2016, provided that Mr. Chapman was employed by us on each payment date. He received $75,000 pursuant to this arrangement prior to his departurefirst six months from the Companydate of the agreement, a $50,000 retention bonus to be paid in December 2016.

        In connection with Mr. Couturier's joining the Company in September 2016, his annual base salary was set at $400,000. This was determined through negotiations with the Company2018 and was determineda $50,000 retention bonus to be paid in line with chief financial officer compensation for similarly situated companies.

        In connection with Mr. Young's joining the Company in July 2014, his annual base salary was set at $315,000. In December 2015, Mr. Young's base salary was increased to $380,000, effective December 1, 2015. As noted above, Mr. Young left the Company in September 2016.June 2019.

        The actual base salaries paid to all of our Named Executive Officers during 20162017 are set forth in the "Summary Compensation Table" below.

Annual Bonuses

        As described above, until January 2016, Dr. Dipp had not historically received cash compensation, including any cash bonus. Instead, in December 2014, Dr. Dipp received performance-based restricted stock unit awards representing the right to receive a target amount of 15,451 shares of common stock, or 50% of her time-based restricted stock units, which were scheduled to vest annually over a two year period upon meeting certain performance-based vesting conditions, provided that Dr. Dipp could have earned up to 150% of such target amount (or a maximum of 23,176 shares) based upon surpassing such performance-based conditions. As noted above, the unvested portions of these performance-based restricted stock unit awards (or 18,541 shares) have been terminated in connection with the entry into the EC Agreement.

Cash bonuses are intended to provide incentives to drive company-wideCompany-wide performance. Our Named Executive Officers are eligible to receive an annual cash bonus targeted as a percentage of the




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executive's base salary. Pursuant to the EC Agreement, Dr. Dipp may be awarded an annual target bonus of up to 60% of her then-current annual base salary, provided that the annual bonus may equal up to 90% of her then-current base salary if Dr. Dipp achieves over 100% of her performance objectives. Mr. CouturierKroeger is eligible to receive an annual discretionary target bonus of up to fifty percent (50%) of his annual salary, provided that he may receive as much as 150% of his target bonus if he exceeds his performance objectives. The bonus awards, if any, will be determined by the Board, or a committee thereof in its sole discretion, based on the achievement of performance objectives.

        Prior to their departures from the Company, each of Dr. Stock, Dr. Tzianabos, Mr. Chapman and Mr. Young had target cash bonus amounts, as follows:

•

Dr. Stock was eligible to be awarded an annual target bonusaward of up to 60% of his then-current annualthen current base salary, provided that the annualsalary. The bonus award, could equal 90% of his then-current base salary if Dr. Stock's performance objective achievement was 120% or higher.



•

Mr. Chapman was eligible to be awarded an annual bonus of 50% of his annual salary.



•

Mr. Young was eligible to be awarded an annual bonus of 50% of his annual salary.



•

Dr. Tzianabos was eligible to be awarded an annual bonus of 50% of his annual salary.

        The bonus awards for these executives, if any, were towill be determined by the Company's Board of Directors or a committee thereof and would have beenwill be based upon the achievement of specific individual and corporate goals aswhich shall be determined by the Board.

        Mr. Gillis is eligible to receive an annual discretionary bonus award of up to 35% of his then current base salary. The bonus award, if any, will be determined by the Board of Directors or a committee thereof.thereof and will be based in the achievement of specific goals which shall be determined by the Chief Executive Officer, in consultation with the Board.

        Dr. Dipp was eligible to receive the same discretionary cash bonus for 2017 that she was entitled to under the EC Agreement, which is an annual discretionary bonus award (based on her performance in 2017) of up to 60% of her 2017 annual base salary of $500,000 under the EC Agreement, provided that the annual bonus could equal up to 90% of $500,000 if Dr. Dipp achieved over 100% of her 2017 performance objectives. However, because each of these individuals had departedpursuant to the Termination Agreement, Dr. Dipp has agreed to forego the discretionary cash bonus for fiscal 2017.

        Prior to his departure from the Company, priorMr. Couturier was eligible to the determinationreceive an annual discretionary bonus of up to 50% of his annual salary, provided that he was eligible to receive as much as 150% of his target bonus achievements for 2016, no bonuses were awardedif he exceeded his performance objectives. As described below, pursuant to any of these individuals, other thanhis separation agreement, Mr. Young, whoCouturier received a partialpro rata bonus in recognition of his past contributions to the Company.$105,000 for fiscal 2017.

        Under the 20162017 annual bonus program, bonus awards were determined by first establishing a bonus pool. The bonus pool was calculated by aggregating the maximum awards for all eligible plan participants and then multiplying that sum by a modifier established by our Compensation Committee based on our performance as measured against the 20162017 corporate goals. The bonus pool was then allocated among all of the plan participants in accordance with the terms of the 20162017 annual bonus program.

        The determination of the amount of annual bonuses paid to our Named Executive Officers generally reflects a number of considerations by the Compensation Committee acting in their discretion, including, among other things, the performance of the companyCompany and a subjective evaluation




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of the individual contribution and performance of each Named Executive Officer. Bonus determinations are not formulaic and no particular weight is assigned to any of the factors considered by the Compensation Committee.

        The table below shows the target award under the 20162017 annual bonus program as a percentage of each Named Executive Officer's annual base salary in 2016,2017, the target cash award opportunity in dollars for 20162017 and the actual cash bonus payments to our Named Executive Officers for 20162017 performance, which were paid in March 2017, as well as the actual bonus payment as a percentage of the target award opportunity.2018. The details regarding the determination of these cash bonus awards are discussed below.

Name		2017 Target Award (% of Base Salary)			2017 Target Award Opportunity ($)			2017 Actual Bonus Payment ($)
Christopher Kroeger, M.D., M.B.A.(1)			60			175,276			131,457
​	​	​	​	​	​	​	​	​	​	​
Michelle Dipp, M.D., Ph.D.(2)			60			300,000			—
Jonathan Gillis, CPA			35			87,500			87,500
Christophe Couturier			50			210,000			105,000

---

2016 Annual Bonus Program
Name		2016 Target Award (% of Base Salary)			2016 Target Award Opportunity ($)			2016 Actual Bonus Payment ($)			2016 Actual Bonus Payment (% of Target Award Opportunity)
Michelle Dipp, M.D., Ph.D.			60			300,000			183,000			61
Christophe Couturier			50			200,000			134,200			67

(1)

Dr. Kroeger's 2017 Target Award Opportunity was prorated based on his date of commencement of employment with the Company which was June 21, 2017.



(2)

Dr. Dipp waived her eligibility for the cash bonus pursuant to a Termination Agreement dated April 30, 2018. See "Executive Compensation—Employment Agreements and Separation Agreements" below.




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        In making its determinations regarding awards under the 20162017 annual bonus program, our Compensation Committee considered our success against our 20162017 corporate goals, which included stretch/bonus goals as well as individual contributions to the Company's goals. The 20162017 corporate goals approved by our board,Board included goals and sub-goals relating to progress with our OvaTure program (weighted 20%), delivery on goals relating to our Phase I OvaTure study (weighted 30%), maintaining the relative weightings assignedavailability of AUGMENT to each goal at the beginning of the year,patients (weighted 10%), operational execution (weighted 20%), team culture (weighted 10%) and our actual achievement during the performance period as a percentage of target and the weighted performance against these corporate goals for 2016, were as follows:

2016 Corporate Goals						Relative Weighting			Actual Achievement For 2016 (as a % of target)			Weighted Performance
•		AUGMENT
		•		Targeted growth in commercial AUGMENT sales			28	%		0	%		0	%
		•		Progress in entering into commercial agreements with new clinics			14	%		90	%		12	%
		•		Progress on IVI study			14	%		100	%		14	%
•		Resolve go/no go decision for OvaPrime program					20	%		100	%		20	%
•		Advance OvaTure development by obtaining authorization to fertilize and characterize an EggPC-derived egg and embryo and defining clinical path forward					15	%		33	%		5	%
•		Manage actual quarterly expenses and successfully manage long-term cash runway					10	%		100	%		10	%
		Approved 2016 Corporate Performance Level					100	%					61	%

finance (weighted 10%). During 2016,2017, we made progress on our business goals, including:

•

We received IRB approvalsuch as meeting enrollment and safety data readout goals relating to begin anour Phase I OvaPrime clinical trial in Canada,study, progressing our OvaTure development plan, making publications relating to our treatments, various operational excellence goals and have since begun enrolling and treating patients incontrolling our OvaPrime clinical trial, titled "A Single Center, Prospective, Controlled Pilot Study of OvaPrime Procedure," which is being performed to evaluate the safety of the OvaPrime procedure in subjects with poor ovarian response or diminished ovarian response.



•

We made the decision to move the OvaTure program forward. In December 2013, we entered into a collaboration with Intrexon, a leader in synthetic biology, to accelerate development of OvaTure, which we refer to as the OvaTure Collaboration. The companies also formed OvaXon LLC, a joint venture designed to develop applications to prevent inherited human diseases and improve animal health. In 2016, the OvaTure Collaboration and OvaXon generated data supporting the characterization and developmental competence of human and bovine EggPC cell derived-eggs, respectively.



•

We expanded the availability of the AUGMENT treatment in select international regions, and scheduled a meeting with the FDA in the first half of 2017 to explore potential entry into the U.S. market. We have since decided that while we would continue to make AUGMENT available to patients at partner clinics in Canada and Japan and maintain our current commercial footprint, we would slow our commercial expansion, reassess the ongoing and planned clinical studies of AUGMENT, and undertake a corporate restructuring.

cash burn.

        On JanuaryDecember 5, 2017, the Compensation Committee determined that the Company had achieved 61%75% of its corporate goals, as set forth above. Individual objectives for 2016 for our executive officers focused on individual contributions that were intended to drive overall achievement of the corporate goals. Dr. Dipp had individual goals weighted towards treatment development and expansion of the company's business. Mr. Couturier had individual goals weighted towards finance goals and management of expenses and the Compensation Committee determined that he had exceeded those goals, resulting in a goal achievement percentage of 67%.




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Equity Awards

        We have historically not granted short-term, equity-based incentive awards. The goals of our long-term, equity-based incentive awards are to align the interests of our Named Executive Officers with the interests of our stockholders. Because vesting is based on continued service, rather than achievement of certain performance objectives, our equity-based incentives also encourage the retention of our Named Executive Officers during the award vesting period. In determining the size of the long-term equity incentives to be awarded to our Named Executive Officers, we take into account a number of factors, such as the relative job scope, the value of existing stockholdings and long-term incentive awards, individual performance history, prior contributions to our business and the size of prior grants.




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        To reward and retain our Named Executive Officers in a manner that aligns their interests with stockholders' interests, we have historically used stock options as the primary incentive vehicle for long-term compensation. Because employees realize value from stock options only if our stock price increases relative to the stock option's exercise price, we believe stock options provide meaningful incentives to achieve increases in the value of our stock over time.

        We have generally used stock options to compensate our Named Executive Officers both in the form of initial grants in connection with the commencement of employment and additional or "refresher" grants, but have also used restricted stock unit awards as well due to the maturation of the company,Company, volatility in the company'sCompany's stock price and the fact that certain Named Executive Officers hold stock options that are significantly out-of-the money. While we do review the competitive practices of the companies in our peer group, we have not established a formula or program for determining the size of any equity award, including any annual refresher grants, and our Compensation Committee retains discretion to make stock or option awards to employees at any time, including in connection with the promotion of an employee, to reward an employee, for retention purposes or in other circumstances recommended by management.

        The exercise price of each stock option grant is at or above the fair market value of our common stock on the grant date, for which we use the closing price of our common stock on the grant date. Stock option awards typically vest over a four-year period as follows (subject to continued service through the applicable vesting date): 25% of the shares underlying the option vest on the first anniversary of the vesting commencement date, and 6.25% of the shares will vest in equal quarterly installments over the following three years. We believe these vesting schedules appropriately encourage continued service with the companyCompany while allowing our executives to realize compensation in line with the value they have created for our stockholders.

        In connection with his appointment, Dr. Kroeger received a stock option to purchase 1,783,106 shares of the Company's common stock, at an exercise price of $1.46 per share. This grant was intended to provide Dr. Kroeger with a potential equity interest equal to 5% of the Company's then outstanding common stock and significantly align Dr. Kroeger's interest with the interests of our Company and its stockholders over the vesting period. Pursuant to his employment agreement, Dr. Kroeger will not be eligible to receive additional option grants under the Company's annual long term incentive grant program in 2018 and 2019. Dr. Kroeger may be eligible to receive future option grants as the Board deems appropriate as part of special grants or as part of the Company's annual long term incentive program from and after 2020. Dr. Kroeger's stock option has a ten-year term and will vest over approximately five years and seven months, subject to continued service with the Company through the applicable vesting dates, pursuant to the following vesting schedule: (i) 1,069,864 of the shares will vest over the period from June 21, 2017 to June 21, 2021, with 25% of such shares vesting on June 21, 2018 and 6.25% of such shares vesting each quarter thereafter; (ii) 356,621 of the shares will vest over the period from June 21, 2017 through January 31, 2022, with 25% of such shares vesting on January 31, 2019 and 6.25% of such shares vesting each quarter thereafter; and (iii) 356,621 of the shares will vest over the period from June 21, 2017 through January 31, 2023, with 25% of such shares vesting on January 31, 2020 and 6.25% of such shares vesting each quarter thereafter. This stock option was granted outside of the Company's 2012 Stock Incentive Plan as an inducement material to Dr. Kroeger's acceptance of employment in accordance with Nasdaq Listing Rule 5635(c)(4).

        Mr. Gillis was granted an option to purchase 15,000 shares of common stock at an exercise price of $1.49 per share on March 2, 2017. The option has a ten year term, vesting over four years with 25% of the option shares vesting on March 2, 2018 and 6.25% of the option shares vesting at the end of each successive three-month period thereafter until March 2, 2021. Mr. Gillis also received a stock option to purchase 30,000 shares of common stock at an exercise price of $1.46 per share on June 21, 2017. This option has a ten-year term, vesting over four years with 25% of the option shares vesting on June 14, 2018 and 6.25% of the option shares vesting at the end of each successive three-month period




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thereafter until June 14, 2021. In addition, Mr. Gillis received a stock option to purchase 128,645 shares of common stock at an exercise price of $0.93 per share on February 8, 2018. This option has a ten-year term, vesting over four years with 25% of the option shares vesting on February 8, 2019 and 6.25% of the option shares vesting at the end of each successive three-month period thereafter until February 8, 2022.

On March 2, 2017, the Compensation Committee decided to makemade a stock option grants to each of Dr. Dipp and Mr. Couturier in the amountsamount of 150,000 shares, and 45,750 shares, respectively, in recognition of theDr. Dipp's contributions to the Company during 2016 of each of these individuals. These options have2016. This option has an exercise price of $1.49 per share. In addition, pursuant to the terms of the Advisory Agreement, on June 21, 2017, Dr. Dipp received a stock option to purchase 175,000 shares at an exercise price of $1.46 per share. The option has a ten-year term, vesting over two years, with 12.5% of the option shares vesting on September 21, 2017 and 12.5% of the option shares vesting at the end of each successive three-month period thereafter until June 21, 2019. Pursuant to the Termination Agreement with Dr. Dipp, all of her unvested stock options shall vest and be immediately exercisable until the expiration date of such options.

        In connection with the commencement of his employment with us, Mr. Couturier received an option to purchase 200,000 shares of Common Stock, at an exercise price of $7.15 per share. The stock option hashad a ten-year term, vesting over four years, with 25% of the shares vesting on September 6, 2017 and 6.25% of the shares vesting each quarter thereafter. Mr. Couturier also received a restricted stock unit award representing the right to receive 50,000 shares of Common Stock, which vestscommon stock, vesting over four years, 25% of which will vest on September 6, 2017 and 6.25% of which will vest each quarter thereafter.years. In the event of a change of control (as defined in Mr. Couturier's employment agreement with the Company, or the "Offer Letter") of the Company where Mr. Couturier's employment is terminated by the Company without cause (as defined in the Offer Letter) oraddition, Mr. Couturier resigns for good reason (as defined in the Offer Letter) within one yearwas granted an option to purchase 45,750 shares at an exercise price of the change of control, the vesting of the stock options and restricted stock units will accelerate in full.




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$1.49 per share on March 2, 2017. Additionally, Mr. Couturier's offer letter provided that if Mr. Couturier remained employed by the Company as of the first regularly scheduled meeting of the Board of Directors or the Compensation Committee of the Board of Directors in 2017, Mr. Couturier would bewas eligible to receive, subject to the percentage achievement of performance objectives to be determined by the Compensation Committee or the Board of Directors and approval of such grant by the Compensation Committee or the Board of Directors, an additional grant of up to 75,000 options.

        In connection These options were not granted. As noted above and described below, Mr. Couturier left employment with his appointment as our Chief Executive Officer-Elect, Dr. Stock was granted an option to purchase 250,000 shares of our common stock at an exercise price of $9.42 per share. Dr. Stock also received a restricted stock unit award representing the right to receive 250,000 shares of common stock. None of these options or restricted stock unit awards vested prior to his departure from the Company in December 2016,July 2017. Pursuant to his separation agreement, Mr. Couturier was entitled to exercise 25,000 vested options (granted pursuant to the Company's retention plan described below) for up to 180 days past his termination of employment with the Company. The remainder of his options were terminated and all of these unvested options andhis restricted stock, units were forfeited upon his departure.

        In connection with his appointment as our Chief Operating Officer, Mr. Chapmannone of which had vested, was granted an option to purchase 350,000 shares of our common stock, at an exercise price of $6.96 per share. All unvested options were forfeited upon Mr. Chapman's departure from the Company in December 2016.forfeited.

        No other grants were made to any of our Named Executive Officers during 2016.2017.

Retention Agreements

        Because of the transitions facing the Company in 2016 and 2017 and the Compensation Committee's desire to encourage Dr. Dipp to continue leading the Company until such time as a permanent Chief Executive Officer cancould be identified and retained, the EC Agreement between the Company and Dr. Dipp includesincluded a retention agreement providing that Dr. Dipp will bewas entitled to receive $37,500 on the last day of each quarter ending between March 31, 2016 and December 31, 2017 for so long as Dr. Dipp iswas employed by OvaScienceus at the end of the applicable quarter.

        In light of the corporate restructuring announced in December 2016 and implemented in 2017, and in order to incentivize certain employees to remain with the Company in order to implement the Company's new strategic direction, at its meeting on January 5, 2017, the Compensation Committee approved a retention plan providing for cash bonuses and equity grants for employees of the Company, including Mr. Couturier. Pursuant to the retention plan, Mr. Couturier received an option to purchase 100,000 shares of Common Stock, vesting in equal quarterly amounts over two years, and a cash bonus totaling $100,000, payable in two tranches of $50,000 each in the first pay periods following June 30, 2017 and December 31, 2017, subject to his remaining with the Company on such dates. As noted




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above and described below, Mr. Couturier has left employment with the Company and so did not receive the second $50,000 tranche of his retention bonus.

        In light of the Company's 2017 restructurings, and pursuant to the terms of his amended employment agreement dated June 14, 2017, the Company agreed to pay Mr. Gillis a retention bonus of $100,000 to be paid out over the first six months from the date of the agreement.

Severance and Change in Control Arrangements

        Our Named Executive Officers either have or had employment arrangements that provide that they are eligible to receive severance payments and benefits upon an involuntary termination of employment, whether or not in connection with a change in control of our company.Company. We believe that this protection serves to encourage continued attention and dedication to duties without distraction arising from the possibility of a change in control, and provides the business with a smooth transition in the event of such a termination of employment in connection with a transaction. These severance and change in control arrangement are designed to keep our Named Executive Officers in these key positions as we compete for talented executives in the marketplace where such protections are commonly offered. For a detailed description of the severance provisions contained in our Named Executive Officers' employment arrangements, see "Potential Payments Upon Termination or Change in Control" below.

        In connection withUnder the departures fromterms of the CEO Agreement, Dr. Kroeger's employment with the Company in December 2016 of Dr. Stock and Mr. Chapman, we entered into separation agreementsmay be terminated at any time, with each individual. Dr. Stock's




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separation agreement provided for a payment of fourteen (14) months of his base salary, which was lower than the eighteen (18) months provided for in his employment agreement in the event of a terminationor without cause and the termination of all equity grants. Mr. Chapman's separation agreement provided for a payment of eight (8) months of his base salary and the termination of all equity grants.

        On March 31, 2016,without any prior notice, by either Dr. Tzianabos resigned as our President and Chief Scientific Officer to assume the role of Chief Executive Officer at an early stage biotechnology company. We and Dr. Tzianabos entered into a consulting agreement,Kroeger or the Consulting Agreement, which provided for Dr. Tzianabos to act as an advisor to us through December 31, 2016, to facilitate an orderly transition of his employment duties and responsibilities, meet with and educate third parties about us and our science, and perform special projects as identified by us. We and Dr. Tzianabos also entered into a separation agreement, or the Separation Agreement, pursuant to which he received (i) six months of his then-current annual base salary, paid out pursuant to our normal payroll practices over six months; (ii) continued vesting of his unvested stock option and unvested restricted stock unit awards during the time that he was advising with us; and (iii) extension of the exercise period of all his stock option awards until the later of (a) March 31, 2017 or (b) three months after the termination of the Consulting Agreement. Pursuant to the Consulting Agreement, Dr. Tzianabos received a flat fee of $8,333 per month while he was advising with us.

        In connection with Mr. Young's departure from employment withCompany. If the Company in September 2016, he received a payment of $190,000, representing six months of his base salary as provided for in his offer letter from the Company, and a bonus of $150,000, reflecting his past contributions to the Company and a pro-rated portion of his target 2016 bonus.

        If we terminateterminates Dr. Dipp's or Mr. Couturier'sKroeger's employment without cause or Dr. Dipp or Mr. CouturierKroeger terminates her or his employment for good reason, she or he will be entitled to receive (a) continuation of her or his then-current base salary for a period of sixtwelve months, (the "Severance Period"), which will be payable in periodic installments over the same period and (b) continuation of COBRA health insurance premiums at the Company's then-normal rate of contribution during the Severance Period.12-month severance period. In the event of a change of control (as defined in the CEO Agreement) of the Company where Dr. Kroeger's employment is terminated by the Company without cause (as defined in the CEO Agreement) or Dr. Kroeger resigns for good reason (as defined in the CEO Agreement) within one year of the change of control, the vesting of his stock options will accelerate in full.

        Mr. Gillis' employment with the Company may be terminated at any time, with or without cause and without any prior notice, by either Mr. Gillis or the Company. If the Company terminates Mr. Gillis's employment without cause or Mr. Gillis terminates his employment for good reason, he will be entitled to receive continuation of his then-current base salary for a period of six months, which will be payable in periodic installments over the same period, as well as payment in a lump sum of any amount of his retention bonuses described above that have not been paid on such date. If the Company terminates Mr. Gillis' employment without cause or Mr. Gillis terminates his employment for good reason, he will be entitled to receive continuation of his then-current base salary for a period of six months, which will be payable in periodic installments over the same period, as well as payment in a lump sum of any amount of his retention bonuses described above that have not been paid on such date.

        Upon expiration or termination of the Advisory Agreement with Dr. Dipp for any reason, or upon a Change of Control Event (as described in the Advisory Agreement), the Advisory Agreement provided that all of Dr. Dipp's unvested stock options outstanding on the date of termination would vest and be immediately exercisable, and Dr. Dipp would be able to exercise all of her stock options for two years following the date of such termination. On April 30, 2018, the Company and Dr. Dipp entered into a Termination Agreement with respect to the Advisory Agreement. The Termination Agreement provides that Dr. Dipp shall forego the discretionary cash bonus for fiscal 2017 in the amount of up to $300,000 to which she was entitled under the Advisory Agreement, as well as a




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$250,000 retainer she was entitled to receive for 2018, and that all of her unvested stock options shall become fully vested and remain exercisable until the expiration date of such options.

        We entered into a separation agreement with Mr. Couturier in connection with his departure from employment with the Company in July 2017. Mr. Couturier's separation agreement provided that he would assist with the transition of his role through July 31, 2017 and would receive severance of: six months of his base salary; monthly premiums for COBRA coverage for six months; a pro rata bonus of $105,000; a $50,000 retention bonus due on June 30, 2017; and the ability to exercise 25,000 vested options for up to 180 days past his termination of employment with the Company. The remainder of his options were terminated and his restricted stock, none of which had vested, was forfeited.

Tax Considerations


Elimination of 280G Tax Gross Up Provision

        Section 280G of the Code disallows a tax deduction with respect to excess parachute payments to certain executives of companies which undergo a change in control. In addition, Section 4999 of the Code imposes a 20% excise tax on the individual with respect to the excess parachute payment. Parachute payments are compensation linked to or triggered by a change in control and may include, but are not limited to, bonus payments, severance payments, certain fringe benefits, and payments and acceleration of vesting from long-term incentive plans including stock options and other equity-based compensation. Excess parachute payments are parachute payments that exceed a threshold determined under Section 280G of the Code based on the executive's prior compensation. In approving the compensation arrangements for our Named Executive Officers in the future, our Compensation Committee will consider all elements of the cost to the companyCompany of providing such compensation, including the potential impact of Section 280G of the Code. Dr. Dipp's previous employment agreement,However, our Compensation Committee may, in its judgment, authorize compensation arrangements that was entered into in December 2014, provided that a tax gross-up would be paid on Dr. Dipp's behalf if any amounts payable bycould give rise to loss of deductibility under Section 280G of the company (or a successor) to her became subject toCode and the imposition of excise taxes under Sections 280G andSection 4999 of the Internal Revenue Code when it believes that such arrangements are appropriate to attract and retain executive talent.

Compensation Risk Management Disclosure


        As part of its responsibility to set appropriate executive compensation, the 280G tax gross-up provision. In connection with entering intoCompensation Committee annually considers balance in the EC Agreement, Dr. Dipp agreedcompensation program and its impact on the Company's risk management profile. Specifically, in 2017, the Compensation Committee considered whether the mix of performance-based pay, the performance metrics and the degree of difficulty of the performance goals was sufficient to eliminate this 280G tax gross-up provision.encourage management to strive for strong performance without encouraging risk taking beyond established risk parameters. These factors include: an effective balance between the cash and equity mix and short and long-term focus, the use of multiple performance metrics for annual incentive programs and independent committee oversight of the compensation programs.

        After discussing all such matters, the Compensation Committee determined that in relation to 2017, the Company's compensation program is appropriately structured and does not motivate individuals or groups to take risks that are reasonably likely to have a material adverse effect on the Company.




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COMPENSATION COMMITTEE REPORT


        The Compensation Committee of our Board has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K, which appears elsewhere in this proxy statement, with our management. Based on this review and discussion, the Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in our proxy statement.

		Members of the OvaScience, Inc. Compensation Committee Thomas Malley,
		John Howe, III, Chair Mary Fisher John Howe, III, M.D.




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EXECUTIVE COMPENSATION


Overview


        For 2016,2017, our "Named Executive Officers" were Christopher Kroeger, M.D., M.B.A., our Chief Executive Officer; Michelle Dipp, M.D., Ph.D., our former Executive Chair;Chair and Chief Executive Officer; Jonathan Gillis, C.P.A., our Senior Vice President, Finance; and Christophe Couturier, our Chief Financial Officer; Harald Stock, Ph.D., our former Chief Executive Officer; Jeffrey Young, our former Chief Financial Officer; Arthur Tzianabos, Ph.D., our former President and Chief Scientific Officer; and Paul Chapman, our former Chief Operating Officer.

Summary Compensation Table


        The following table sets forth the total compensation awarded to, earned by or paid to our Named Executive Officers during 2014, 2015 and 2016:the years indicated:

Name and Principal Position		Year			Salary ($)			Bonus ($)			Stock Awards ($)			Option Awards ($)(1)			All Other Compensation ($)			Total ($)
Michelle Dipp, M.D., Ph.D.			2016			478,846			333,000	(2)		—			—			18,566	(3)		830,412
Executive Chair			2015			—			—			435,794	(4)(5)(6)		—			—			435,794
			2014			—			—			1,280,444	(4)(7)		4,348,586			—			5,629,030
Christophe Couturier			2016			113,846			139,200	(8)		357,500	(9)		1,035,052			7,014	(10)		1,652,612
Chief Financial Officer
Harald Stock, Ph.D.(11).			2016			627,446			200,000	(12)		2,355,000	(7)		1,611,388			952,384	(13)		5,746,218
Former Chief Executive Officer
Arthur Tzianabos, Ph.D.(14)			2016			120,962			—			—			—			328,916	(15)		449,878
Former President and			2015			422,692			127,500			183,938	(7)		—			13,459	(16)		747,589
Chief Scientific Officer			2014			350,000			294,000			—			3,507,672			13,258			4,164,930
Jeffrey E. Young(17)			2016			299,616			—			—			—			378,063	(18)		677,679
Former Chief Financial Officer			2015			308,500			114,000			367,875	(7)		—			7,973	(19)		798,348
Paul Chapman(20)			2016			351,442			75,000	(21)		—			1,712,981			320,949	(22)		2,460,372
Former Chief Operating Officer

Name and Principal Position		Year			Salary ($)			Bonus ($)			Stock Awards ($)			Option Awards ($)(1)			All Other Compensation ($)(2)			Total ($)
Christopher Kroeger, M.D., M.B.A.(3)			2017			292,127			131,457	(4)		—			1,990,080			16,424			2,430,088
Chief Executive Officer
Michelle Dipp, M.D., Ph.D.			2017			334,247			75,000	(6)		—			359,425			248,714	(11)		1,017,386
Former Chief Executive Officer and			2016			478,846			333,000	(7)		—			—			18,566			860,412
Executive Chair(5)			2015			—			—			435,794	(8)(9)(10)		—			—			435,794
Jonathan Gillis, C.P.A.			2017			229,008			187,500	(13)		—			51,493			8,977			476,978
Senior Vice President, Finance(12)
Christophe Couturier			2017			243,945			155,000	(15)		—			175,098			11,163			585,206
Former Chief Financial Officer(14)			2016			113,846			139,200	(16)		357,500	(17)		1,035,052			7,014			1,652,612

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(1)

These amounts reflect the grant date fair value of stock options computed in accordance with the provisions of ASC 718. The assumptions that we used to calculate these amounts are discussed in Notes 2 and 89 to our financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016.2017.



(2)

This amount includes Dr. Dipp's 2016 annual bonus of $183,000 awarded under our 2016 annual bonus program and $150,000 retention bonus paid in accordance with Dr. Dipp's employment agreement.



(3)

This amount reflects the value of life insurance, accidental death and dismemberment, short term disability and long term disability premiums and safe harborCompany matches under our 401(k) plan, equal to $10,600.plan.



(3)

Dr. Kroeger's employment with us as Chief Executive Officer Elect commenced on June 21, 2017, and he became Chief Executive Officer on September 1, 2017.



(4)

This amount reflects the awarded portion of Dr. Kroeger's target bonus prorated based his date of commencement of employment with the Company, which was June 21, 2017.



(5)

Dr. Dipp's employment with us as Chief Executive Officer ended on September 1, 2017.



(6)

This amount reflects a $75,000 retention bonus paid in accordance with Dr. Dipp's employment agreement.



(7)

This amount includes Dr. Dipp's 2016 annual bonus of $183,000 awarded under our 2016 annual bonus program and a $150,000 retention bonus paid in accordance with Dr. Dipp's employment agreement.



(8)

Dr. Dipp earned certain portions of performance-based stock units granted in 2014 during 2015. The assumptions used to determine the compensation expense recorded related to the performance-based stock units and other awards are discussed in Notes 2 and 8 to our financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015.



(5)(9)

Includes an additional bonus of $99,988 for performance in the fiscal year ended December 31, 2014 that was paid in the fiscal year ended December 31, 2015. This bonus was paid in 2,375 fully vested shares of common stock based on the closing price of our common stock on March 3, 2015, the date of boardBoard approval of the bonus amount. After appropriate tax withholdings, Dr. Dipp received 1,477 shares of common stock.



(6)(10)

This amount reflects the grant date fair value, $335,806, of performance-based restricted stock units that vested on December 31, 2015 computed in accordance with the provisions of ASC 718, excluding the impact of estimated forfeitures. The assumptions that we used to calculate this amount isare discussed in Note 8 to our financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015. The grant date fair value of the performance-based restricted stock units granted to Dr. Dipp in 2015, assuming the maximum potential value iswas achieved, iswas $503,709.




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(11)

This amount includes $241,667 paid pursuant to Dr. Dipp's advisory agreement, along with $7,047 reflecting the value of life insurance, accidental death and dismemberment, short term disability and long term disability premiums and Company matches under our 401(k) plan.



(7)(12)

Mr. Gillis' employment with us as Principal Financial Officer commenced on June 21, 2017.



(13)

This amount reflects Mr. Gillis' 2017 annual bonus of $87,500 paid under the grant date fair value of time-based restricted stock units granted2017 annual bonus program and $100,000 paid as a retention bonus pursuant to Dr. Dipp in 2014 computed in accordance with the provisions of ASC 718, as well as performance-based restricted stock units that vested on December 31, 2014 computed in accordance with the provisions of ASC 718, excluding the impact of estimated forfeitures. The assumptions that we used to calculate this amount is discussed in Note 8 to our financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015.Mr. Gillis' amended employment agreement.



(8)(14)

Mr. Couturier's employment with us as Chief Financial Officer commenced on September 6, 2016 and ended on June 21, 2017.



(15)

This amount consists of $105,000, which is the prorated portion of Mr. Couturier's target bonus, and a $50,000 retention bonus, each paid pursuant to Mr. Couturier's severance agreement.



(16)

This amount includes Mr. Couturier's 2016 annual bonus of $134,200 awarded under our 2016 annual bonus program and a $5,000 discretionary bonus provided to Mr. Couturier for his efforts in connection with the 2016 restructuring initiative.






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(9)(17)

This amount reflects the grant date fair value of time-based restricted stock units computed in accordance with the provisions of ASC 718. The assumptions that we used to calculate this amount isare discussed in Note 8 to our financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016.



(10)

This amount reflects the value of life insurance, accidental death and dismemberment, short term disability and long term disability premiums and safe harbor matches under our 401(k) plan, equal to $4,554.



(11)

Dr. Stock resigned from the company effective December 21, 2016.



(12)

Amount represents a one-time sign-on bonus paid to Dr. Stock paid upon commencing employment with the company.



(13)

This amount includes severance of $758,333 to be paid out over 14 months in accordance with Dr. Stock's separation agreement, payments of $60,100 for accrued vacation upon Dr. Stock's separation from the company, housing allowance of $119,351 and safe harbor matches under our 401(k) plan equal to $10,600, the value of life insurance, accidental death and dismemberment, and short term disability and long term disability premium.



(14)

Dr. Tzianabos resigned from the company effective March 31, 2016.



(15)

This amount includes severance payments of $212,500, payments of $9,808 for accrued vacation upon Dr. Tzianabos separation from the company, consulting fees of $95,188, safe harbor matches under our 401(k) plan equal to $9,459, the value of life insurance, accidental death and dismemberment, and short term disability and long term disability premium.



(16)

This amount reflects safe harbor matches under our 401(k) plan equal to $10,600, the value of life insurance, accidental death and dismemberment, and short term disability and long term disability premiums.



(17)

Mr. Young resigned from the company effective September 6, 2016.



(18)

This amount includes severance payments of $190,000, bonus payment of $150,000 upon separation with the Company in accordance with Mr. Young's separation agreement, payments of $21,923 for accrued vacation upon Mr. Young's separation from the company and safe harbor matches under our 401(k) plan equal to $10,600, the value of life insurance, accidental death and dismemberment, and short term disability and long term disability premium.



(19)

This amount reflects the value of life insurance, accidental death and dismemberment, short term disability and long term disability premiums and safe harbor matches under our 401(k) plan, equal to $5,116.



(20)

Mr. Chapman resigned from the company effective December 21, 2016.



(21)

Mr. Chapman's employment agreement provided for a $25,000 cash bonus for each quarter as long as Mr. Chapman remained employed with the company as of the respective quarter. The amount represents the bonus payment for the first three quarters of 2016.



(22)

This amount includes severance payments of $283,333, payments of $20,514 for accrued vacation upon Mr. Chapman's separation from the company and safe harbor matches under our 401(k) plan equal to $10,600, the value of life insurance, accidental death and dismemberment, and short term disability and long term disability premium.

20162017 Fiscal Year Grants Of Plan-BasedIndividual Awards


        The following table shows information regarding grants of non-equity incentive plan awards and grants of equity awards that we made during the fiscal year ended December 31, 20162017 to each of our executive officers named in the Summary Compensation Table.

					Estimated Future Payouts Under Equity Incentive Plan Awards									All Other Stock Awards: Number of Shares of Stock or Units (#)			All Other Option Awards: Number of Securities Underlying Options (#)
																							Grant Date Fair Value of Stock and Option Awards ($)
																				Exercise or Base Price of Option Awards ($)
Name		Grant Date			Threshold (#)			Target (#)			Maximum (#)
Michelle Dipp, M.D., Ph.D.			—			—			—			—			—									—
Christophe Couturier			9/8/2016			—			—			—			50,000	(1)		200,000	(2)		7.15			1,392,552
Harald Stock, Ph.D.			—			—			—			—			250,000	(1)		250,000	(2)		9.42			3,966,388
Jeffrey E. Young			—			—			—			—			—									—
Arthur Tzianabos, Ph.D.			—			—			—			—			—									—
Paul Chapman			3/3/2016			—			—			—			—			350,000	(2)		6.96			1,712,981

Name		Grant Date			All Other Option Awards: Number of Securities Underlying Options (#)			Exercise or Base Price of Option Awards ($)			Grant Date Fair Value of Stock and Option Awards ($)
Christopher Kroeger, M.D., M.B.A.			6/21/2017			1,783,106	(1)		1.46			1,990,080
Michelle Dipp, M.D., Ph.D.			3/2/2017			150,000			1.49			170,139
			6/21/2017			175,000			1.46			189,286
Jonathan Gillis, C.P.A.			1/5/2017			1,000			1.64			1,232
			3/2/2017			15,000			1.49			17,014
			6/21/2017			30,000			1.46			33,248
Christophe Couturier			1/5/2017			100,000			1.64			123,206
			3/2/2017			45,750			1.49			51,892

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(1)

Represents a time-based restricted stock unit award granted to the executive.



(2)

Represents a stock option award granted to the executive at the time of commencing employment with the company.Company.




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Outstanding Equity Awards at Fiscal Year End


        The following table sets forth information regarding outstanding equity awards held by our Named Executive Officers as of December 31, 2016.2017.

		Option Awards												Stock Awards
		Number of Securities Underlying Unexercised Options (#)			Number of Securities Underlying Unexercised Options (#)
														Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)(1)
								Option Exercise Price ($/Sh)
											Option Expiration Date
Name		Exercisable			Unexercisable
Michelle Dipp, M.D., Ph.D.			339,313			—			7.80	(2)		12/4/2022			—			—
			312,500			187,500			8.43	(3)		6/12/2024			—			—
			100,000			100,000			32.36	(4)		12/8/2024			—			—
Christophe Couturier			—			200,000			7.15	(5)		9/7/2026			50,000	(6)		76,500
Harald Stock, Ph.D.			8,650			—			8.50	(7)		2/7/2023
			4,448			—			14.00	(8)		6/7/2023
			6,500			—			8.43	(9)		6/12/2024
			12,000			—			36.19	(10)		6/4/2025
Arthur Tzianabos, Ph.D.			253,500			—			14.27	(11)		9/9/2023			—			—
			123,750			—			8.58	(12)		12/4/2023			—			—
			135,000			—			32.36	(4)		12/8/2024			—			—
Jeffrey E. Young			—			—			—			—			—			—
Paul Chapman			—			—			—			—			—			—

		Option Awards
Name		Number of Securities Underlying Unexercised Options (#) Exercisable			Number of Securities Underlying Unexercised Options (#) Unexercisable			Option Exercise Price ($/Sh)			Option Expiration Date
Christopher Kroeger, M.D., M.B.A.			—			1,069,864			1.46	(1)		6/20/2027
			—			356,621			1.46	(2)		6/20/2027
			—			356,621			1.46	(3)		6/20/2027
Michelle Dipp, M.D., Ph.D.			339,313			—			7.80	(4)		12/4/2022
			437,500			62,500			8.43	(5)		6/12/2024
			150,000			50,000			32.36	(6)		12/8/2024
			—			150,000			1.49	(7)		3/1/2027
			43,750			131,250			1.46	(8)		6/20/2027
Jonathan Gillis, C.P.A.			5,625			—			14.27	(9)		9/9/2023
			6,875			625			10.09	(10)		3/4/2024
			5,156			2,344			42.10	(11)		3/2/2025
			1,750			2,250			6.96	(12)		3/2/2026
			375			625			1.64	(13)		1/4/2027
			—			15,000			1.49	(14)		3/1/2027
			—			30,000			1.46	(15)		6/20/2027
Christophe Couturier			25,000			—			1.64	(16)		1/27/2018

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(1)

The market valueThis option award vests with respect to 25% of the stock awards is basedshares on the fair value pricefirst anniversary of our common stockthe date of $1.53 per share at December 31, 2016.grant, which was June 21, 2017, and with respect to the remaining shares in approximately equal quarterly installments through the fourth anniversary of the date of grant.



(2)

This option award vests with respect to 25% of the shares on January 31, 2018, and with respect to the remaining shares in approximately equal quarterly installments through the fourth anniversary of the initial vest date.



(3)

This option award vests with respect to 25% of the shares on January 31, 2019, and with respect to the remaining shares in approximately equal quarterly installments through the fourth anniversary of the initial vest date.



(4)

This option award started vesting on March 31, 2013 and was fully vested as of December 31, 2016.



(3)(5)

This option award started vesting on September 13, 2014 and vests in approximately equal quarterly installments through June 2018.



(4)(6)

This option award vests with respect to 25% of the shares on the first anniversary of the date of grant, which was December 9, 2014, and with respect to the remaining shares in approximately equal quarterly installments through the fourth anniversary of the date of grant.



(5)(7)

This option award vests with respect to 25% of the shares on the first anniversary of the date of grant, which was September 6, 2016,March 2, 2017, and with respect to the remaining shares in approximately equal quarterly installments through the fourth anniversary of the date of grant.




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(8)

This option award vests in approximately equal quarterly installments from the date of grant, which was June 21, 2017, through the second anniversary of the date of grant.



(9)

This option award started vesting on June 17, 2013 and was fully vested as of December 31, 2017.



(10)

This option award vests with respect to 25% of the shares on the first anniversary of the date of grant, which was March 5, 2014, and with respect to the remaining shares in approximately equal quarterly installments through the fourth anniversary of the date of grant.



(6)(11)

This restricted stock unitoption award vests with respect to 25% of the shares on the first anniversary of the date of grant, which was September 6, 2016,March 3, 2015, and with respect to the remaining shares in approximately equal quarterly installments through the fourth anniversary of the date of grant.



(7)

This option award vested ratably over twelve months following the date of grant, which was February 8, 2013 and were fully vested as of February 8, 2014. Pursuant to the Separation Agreement that we entered into with Dr. Stock on December 21, 2016, Dr. Stock is entitled to exercise the options until March 21, 2017.



(8)

This option award vested ratably over twelve months following the date of grant, which was June 7, 2013 and were fully vested as of June 7, 2014. Pursuant to the Separation Agreement that we




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entered into with Dr. Stock on December 21, 2016, Dr. Stock is entitled to exercise the options until March 21, 2017.

(9)

This option award vested ratably over twelve months following the date of grant, which was June 14, 2014 and were fully vested as of June 13, 2015. Pursuant to the Separation Agreement that we entered into with Dr. Stock on December 21, 2016, Dr. Stock is entitled to exercise the options until March 21, 2017.



(10)

This option award vested ratably over twelve months following the date of grant, which was June 4, 2015 and were fully vested as of June 4, 2016. Pursuant to the Separation Agreement that we entered into with Dr. Stock on December 21, 2016, Dr. Stock is entitled to exercise the options until March 21, 2017.



(11)

This option award vests with respect to 25% of the shares on the first anniversary of the date of hire, which was September 3, 2013, and with respect to the remaining shares in approximately equal quarterly installments through the fourth anniversary of the date of hire. This non-qualified stock option was issued as an inducement award outside of the 2012 Stock Incentive Plan.



(12)

This option award vests with respect to 25% of the shares on the first anniversary of the date of grant, which was December 5, 2013,March 3, 2016, and with respect to the remaining shares in approximately equal quarterly installments through the fourth anniversary of the date of grant.



(13)

This option award vests in approximately equal quarterly installments from the date of grant, which was January 5, 2018, through the second anniversary of the date of grant.



(14)

This option award vests with respect to 25% of the shares on the first anniversary of the date of grant, which was March 2, 2017, and with respect to the remaining shares in approximately equal quarterly installments through the fourth anniversary of the date of grant.



(15)

This option award vests with respect to 25% of the shares on June 14, 2019, and with respect to the remaining shares in approximately equal quarterly installments through the fourth anniversary of the initial vest date.



(16)

Mr. Couturier's separation agreement provided that he would have the ability to exercise his 25,000 vested options through January 27, 2018, 180 days past his termination of employment with the Company as of July 31, 2017. The original option expiration date was January 5, 2027.

Option Exercises and Stock Vested in 20162017


        The following table shows information regarding exercisesNone of our executive officers named in the Summary Compensation Table exercised any options to purchase our common stock and vesting ofor had any stock awards held by each executive officer named in the Summary Compensation Tablevest during the fiscal year ended December 31, 2016.2017.

		Stock Awards
Name		Number of Shares Acquired on Vesting (#)			Value Realized on Vesting ($)
Arthur Tzianabos, Ph.D.			6,250	(1)		20,188

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(1)

6,250 shares vested on December 3, 2016 as a result of vesting of time-based restricted stock units, and the value realized is calculated by multiplying the number of vested shares by the closing price of our common stock on the NASDAQ Global Market on the applicable vesting date.

Employment Agreements and Separation Agreements


Christopher Kroeger, M.D., M.B.A.

        In connection with his appointment as Chief Executive Officer, on June 21, 2017, the Company entered into an offer letter, or the CEO Agreement, with Dr. Kroeger, pursuant to which he receives an initial annual base salary of $550,000 per year. In addition, Dr. Kroeger may be awarded an annual discretionary bonus award of up to 60% of his then-current base salary. The bonus award, if any, is determined by the Company's Board or a committee thereof and is based upon the achievement of specific goals, which are determined by the Board.

        Pursuant to the CEO agreement, Dr. Kroeger received a stock option to purchase 1,783,106 shares of the Company's common stock at an exercise price equal to the closing price of the common stock on the Nasdaq Global Market on June 21, 2017, the date of grant of the stock option. The stock option will have a ten-year term and will vest over approximately five years and seven months, subject to Dr. Kroeger's continued service with the Company through the applicable vesting dates, pursuant to the following vesting schedule: (i) 1,069,864 of the shares subject to the option will vest over the period from June 21, 2017 to June 21, 2021, with 25% of such shares vesting on June 21, 2018 and 6.25% of such shares vesting each quarter thereafter; (ii) 356,621 of the shares subject to the option will vest




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over the period from June 21, 2017 through January 31, 2022, with 25% of such shares vesting on January 31, 2019 and 6.25% of such shares vesting each quarter thereafter; and (iii) 356,621 of the shares subject to the option will vest over the period from June 21, 2017 through January 31, 2023, with 25% of such shares vesting on January 31, 2020 and 6.25% of such shares vesting each quarter thereafter. In the event of a "change of control," as defined in the CEO Agreement, where Dr. Kroeger's employment is terminated by the Company "without cause," as defined in the CEO Agreement, or Dr. Kroeger resigns "for good reason," as defined in the CEO Agreement, within one year of the change of control, the vesting of the stock options will accelerate in full. This stock option was granted outside of the Company's 2012 Stock Incentive Plan as an inducement material to Dr. Kroeger's acceptance of employment in accordance with Nasdaq Listing Rule 5635(c)(4).

Michelle Dipp, M.D., Ph.D.

        In connection with Dr. Dipp's appointment to Executive Chair, on January 5, 2016, OvaScience entered into a five year employment agreement, or the EC Agreement, with Dr. Dipp. Pursuant to the EC Agreement, Dr. Dipp receivesreceived an annual base salary of $500,000 per year. In addition, Dr. Dipp mayhad the potential to be awarded an annual target bonus of up to 60% of her then-current annual base salary, provided that the annual bonus maycould equal up to 90% of her then-current base salary if Dr. Dipp achievesachieved over 100% of her performance objectives. The bonus award, if any, willwas to be determined by the company'sCompany's Board or a committee thereof and will bewas based upon the achievement of specific corporate goals, as determined by the Board or a committee thereof. The EC Agreement willwas set to expire on December 31, 2020, unless earlier terminated in accordance with its terms.

        Pursuant to the EC Agreement, Dr. Dipp's options to purchase common stock outstanding in January 2016 will continuecontinued to vest pursuant to their currentexisting vesting schedule while Dr. Dipp servesserved as




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Executive Chair. The unvested portions of Dr. Dipp's time-based and performance-based restricted stock unit awards issued in December 2014 were terminated because these awards were in placeawarded in lieu of cash compensation for Dr. Dipp for fiscal years 2015 and 2016. Dr. Dipp did not receive any new equity grant in connection with entering the EC Agreement. Dr. Dipp's previous employment agreement, thatwhich was entered into in December 2014, provided that a tax gross-up would be paid on Dr. Dipp's behalf if any amounts payable by the companyCompany (or a successor) to her became subject to excise taxes under Sections 280G and 4999 of the Internal Revenue Code, the 280G tax gross-up provision. In connection with entering into the EC Agreement, Dr. Dipp agreed to eliminate this 280G tax gross-up provision. The EC Agreement also includesincluded a retention agreement that providesprovided that Dr. Dipp willwas to be entitled to receive $37,500 on the last day of each quarter ending between March 31, 2016 and December 31, 2017 for so long as Dr. Dipp iswas employed by OvaScience at the end of the applicable quarter.

        The EC Agreement automatically terminated in September 2017 when Dr. Kroeger became Chief Executive Officer. From September 1, 2017 until April 30, 2018, Dr. Dipp served as an advisor to the Company pursuant to the terms of an advisory agreement dated June 21, 2017, or the Advisory Agreement, which took effect (for purposes of all terms other than the stock option grant described below, which was made on June 21, 2017 upon the execution of the Advisory Agreement) simultaneously with the termination of the EC Agreement. The Advisory Agreement was to expire by its terms on December 31, 2018.

        Pursuant to the terms of the Advisory Agreement, on June 21, 2017, Dr. Dipp received a stock option to purchase 175,000 shares of the Company's common stock, at an exercise price equal to closing price of the common stock on the Nasdaq Global Market on the date of grant. The stock option has a ten-year term, vesting over two years, with 12.5% of the option shares vested on September 21, 2017 and 12.5% of the option shares vesting at the end of each successive three-month period thereafter until June 21, 2019. Pursuant to the Advisory Agreement, Dr. Dipp (i) was paid $241,667 for the period from September 1, 2017 to December 31, 2017, which is equivalent to the




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payments Dr. Dipp would have received under the EC Agreement, and (ii) was to be paid a $250,000 retainer for 2018. Dr. Dipp was also eligible to receive the same discretionary cash bonus for 2017 that she was entitled to under the EC Agreement, which is an annual discretionary bonus award (based on her performance in 2017) of up to 60% of her 2017 annual base salary of $500,000 under the EC Agreement, provided that the annual bonus could equal up to 90% of $500,000 if Dr. Dipp achieved over 100% of her 2017 performance objectives. The bonus award, if any, was to be determined by the Board or a committee thereof and would have been based upon the achievement of specific 2017 goals, as determined by the Board.

        Pursuant to the Advisory Agreement, Dr. Dipp's currently outstanding options to purchase common stock would continue to vest pursuant to their current vesting schedule while Dr. Dipp served as an advisor. Upon expiration or termination of the Advisory Agreement for any reason, or upon a "change of control event" (as described in the Advisory Agreement), the agreement provided that all of Dr. Dipp's unvested stock options outstanding on the date of termination would vest and be immediately exercisable, and Dr. Dipp would be able to exercise all of her stock options for two years following the date of such termination.

        On April 30, 2018, the Company and Dr. Dipp entered into a Termination Agreement with respect to the Advisory Agreement. The Termination Agreement provides that Dr. Dipp shall forego the discretionary cash bonus for fiscal 2017 in the amount of up to $300,000 to which she was entitled under her Advisory Agreement, as well as the $250,000 retainer she was entitled to receive for 2018, and that all of her unvested stock options shall become fully vested and remain exercisable until the expiration date of such options.

Jonathan Gillis, C.P.A.

        In connection with his promotion to Vice President, Finance, the Company entered into an amended employment agreement with Mr. Gillis on June 14, 2017. Pursuant to the terms of his amended employment agreement, Mr. Gillis received an annual base salary of $250,000 in 2017 (which was increased to $270,000 for 2018). Mr. Gillis is also eligible to receive an annual discretionary bonus award of up to 35% of his then-current base salary. The bonus award, if any, will be determined by the Board or a committee thereof and will be based upon the achievement of specific goals, which shall be determined by the Chief Executive Officer in consultation with the Board. Mr. Gillis' employment agreement also provides for a $100,000 retention bonus to be paid out over the first six months from the date of the agreement, a $50,000 retention bonus to be paid in December 2018, and a $50,000 retention bonus to be paid in June 2019. On June 21, 2017, Mr. Gillis also received a stock option to purchase 30,000 shares of the Company's common stock at an exercise price equal to the closing price of the common stock on the Nasdaq Global Market on the date of grant. The stock option has a ten-year term, vesting over four years, with 25% of the option shares vesting on June 14, 2018 and 6.25% of the option shares vesting at the end of each successive three-month period thereafter until June 14, 2021.

Christophe Couturier

        Mr. Couturier joined the Company in August 2016, pursuant to the terms of an offer letter in which we agreed to employ Mr. ChapmanCouturier on an at-will basis. Mr. Couturier's 2016 base salary was $400,000 pursuant to the terms of our employment agreement with him. Mr. Couturier's base salary was increased to $420,000 for 2017. Mr. Couturier iswas eligible to receive an annual bonus of up to 50% of his base salary, as determined by our Board in its sole discretion based on the achievement of performance goals determined by our Chief Executive Officer in consultation with the Board. Mr. Couturier is also bound by the terms of agreements covering non-solicitation, non-competition, confidential information and inventions assignment, which, among other things, prevents him from competing with us during the term of his agreement and for a specified time thereafter.

Harald Stock, Ph.D.

        Dr. Stock resigned from the Company in December 2016. In January 2016, we entered into a five year employment agreement, or the Stock Agreement, with Dr. Stock. Pursuant to the Stock Agreement, Dr. Stock received an annual base salary of $650,000 in 2016. In addition, the Stock Agreement provided that Dr. Stock was eligible to receive an annual target bonus of up to 60% of his annual base salary to be determined by the Board or a committee thereof, provided that the annual bonus award may equal 90% of his then-current base salary if Dr. Stock's performance objective achievement was 120% or higher. Dr. Stock also received a sign-on bonus of $200,000. The Company also agreed to pay for or reimburse him for reasonable costs and expenses related to his relocation from Germany and provide him with a net housing allowance of $6,000 per month.

        In connection with Dr. Stock's resignation, we entered into a separation agreement with Dr. Stock in December 2016. Pursuant to the terms and conditions of the separation agreement, Dr. Stock was entitled to receive fourteen months of his gross bi-weekly salary, to be paid pursuant to our normal payroll practices until February 28, 2018, and continuation of health benefits until February 28, 2018.

Arthur Tzianabos, Ph.D.

        On March 31, 2016, Dr. Tzianabos resigned from the role of President and Chief Scientific Officer to assume the role of Chief Executive Officer at an early stage biotechnology company. We and Dr. Tzianabos entered into a Consulting Agreement which provided for Dr. Tzianabos to act as an advisor to us through December 31, 2016 to facilitate an orderly transition of his employment duties and responsibilities, meet with and educate third parties about us and our science, and perform special projects as identified by us.

        We and Dr. Tzianabos also entered into a Separation Agreement in March 2016 pursuant to which he received (i) six months of his current annual base salary, paid out pursuant to our normal payroll




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practices over the next six months; (ii) continued vesting of his unvested stock option and unvested restricted stock unit awards during the time that he is advising with us; and (iii) extension of the exercise period of all his stock option awards until the later of (a) March 31, 2017 or (b) three months after the termination of the Consulting Agreement. Pursuant to the Consulting Agreement, Dr. Tzianabos received a flat fee of $8,333 per month while he advised us.

Jeffrey E. Young

        Mr. Young resigned from the        The Company in September 2016. In July 2014, we entered into an employment agreement with Mr. Young pursuant to which we agreed to employ Mr. Young on an at-will basis. Effective December 1, 2015, Mr. Young's base salary was $380,000. Mr. Young's employment agreement provided that he was eligible to receive an annual bonus of up to 50% of his base salary, as determined by our Board in its sole discretion on the achievement of performance goals determined by our Chief Executive Officer in consultation with the Board. Mr. Young is also bound by the terms of agreements covering non-solicitation, non-competition, confidential information and inventions assignment, which, among other things, prevents him from competing with us during the term of his agreement and for a specified time thereafter.

        In connection with Mr. Young's departure from employment with the Company in September 2016, he received a payment of $190,000, representing six months of his base salary as provided for in his offer letter from the Company, and a bonus of $150,000, reflecting his past contributions to the Company.

Paul Chapman

        Mr. Chapman resigned from the Company in December 2016. Mr. Chapman joined the Company in February 2016, pursuant to the terms of an offer letter in which we agreed to employ Mr. Chapman on an at-will basis. Mr. Chapman's 2016 base salary was $425,000 and he was eligible for an annual bonus of up to 50% of his base salary, as determined by our Board in its sole discretion on the achievement of performance goals determined by our Chief Executive Officer in consultation with the Board. We will also agreed to pay Mr. Chapman a retention bonus of up to $100,000, payable in equal quarterly installments at the end of each quarter of fiscal year 2016, provided that Mr. Chapman was employed by the company on each payment date. As an inducement to accepting the appointment as our new Chief Operating Officer, Mr. Chapman received a grant of an option to purchase 350,000 shares of common stock of the company, at an exercise price of $6.96, the closing price of the company's common stock on the NASDAQ Global Market on the date of grant of the stock option. The stock option had a ten-year term, vesting over four years, with 25% of the shares vesting on February 25, 2017 and 6.25% of the shares vesting each quarter thereafter. The stock option terminated when he left the Company. Mr. Chapman is also bound by the terms of agreements covering non-solicitation, non-competition, confidential information and inventions assignment, which, among other things, prevents him from competing with us during the term of his agreement and for a specified time thereafter.

        In connection with Mr. Chapman's resignation, we entered into a separation agreement with Mr. Chapman in December 2016. Pursuant toCouturier dated June 21, 2017 that provided that Mr. Couturier would assist with the termstransition of his role through July 31, 2017 and conditionsreceive severance of the separation agreement, Mr. Chapman was entitled to receive eightsix months of his gross bi-weeklybase salary, a pro rata bonus of $105,000, a $50,000 retention bonus due on June 30, 2017, the ability to beexercise 25,000 vested options for up to 180 days past his termination of employment with the Company (the remainder of his equity was terminated), and the monthly premiums for COBRA coverage equal to the amount paid pursuant to our normal payroll practices until August 31, 2017, and continuationfor similarly situated employees for a period of health benefits until August 31, 2017.six months following the date of the termination of his employment.

20162017 Bonus Payments


        In JanuaryOn December 5, 2017, after the Compensation Committee determined that the Company had achieved 61%75% of its corporate goals and on February 8, 2018 the Compensation Committee approved cash bonus payments to Dr. DippKroeger and Mr. CouturierGillis in the




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amounts of $183,000$131,457 and $134,200,$87,500, respectively. See "Compensation Discussion and Analysis—Elements of Executive Compensation—Annual Bonuses".

Potential Payments upon Termination or Change in Control


        We have entered into agreements and maintain certain plans that may require us to make certain payments and/or provide certain benefits to the executive officers named in the Summary Compensation Table that were employed as executives on December 31, 20162017 in the event of a termination of employment or a change of control.

Severance and Change of Control Arrangement with Dr. DippKroeger

        Pursuant to Dr. Dipp's ECUnder the terms of the CEO Agreement, Dr. DippKroeger's employment with the Company may be terminated at any time, with or without cause and without any prior notice, by either Dr. Kroeger or the Company. If the Company terminates Dr. Kroeger's employment without cause or Dr. Kroeger terminates his employment for good reason, he will be entitled to severance benefits if we terminate her employment "without cause" or if Dr. Dipp terminates employment with us for "good reason" (each as defined below). If Dr. Dipp's employment terminates under these circumstances, we will be obligated to (1) provide that all outstanding and unvested stock options and restricted stock unit awards subject to time-based vesting will vest, on the datereceive (a) continuation of such termination, as to the amount that would have vested over the six-month period following such termination; (2) pay Dr. Dipp herhis then-current base salary for a period of sixtwelve months, which will be payable in periodic installments over the same period, and (3) pay(b) continuation of COBRA health insurance premiums at the monthly premiums for COBRA coverage equal toCompany's then-normal rate of contribution during the amount paid for similarly situated employees for a period of six months.

        Upon a "change of control" (as defined below), all of Dr. Dipp's outstanding and unvested stock options will immediately vest on the date of such change of control.severance period.

Severance and Change of Control Arrangement with Mr. CouturierGillis

        Pursuant to Mr. Couturier's offer letter,Gillis' employment with the Company may be terminated at any time, with or without cause and without any prior notice, by either Mr. CouturierGillis or the Company. If the Company terminates Mr. Gillis' employment without cause or Mr. Gillis terminates his employment for good reason, he will be entitled to severance benefits if we terminatereceive continuation of his employment "without cause" or if Mr. Couturier terminates employment with us for "good reason" (each as defined below). If Mr. Couturier's employment terminates under these circumstances, we will be obligated to pay (1) Mr. Couturier histhen-current base salary for a period of six months, and (2)which will be payable in periodic installments over the monthly premiums for COBRA coverage equal to thesame period, as well as payment in a lump sum of any amount paid for similarly situated employees for a period of six months.

        If Mr. Couturier's employment terminates under these circumstances within 12 months following a "change in control" (as defined below), in addition to the severancehis retention bonuses described above we will be obligated to accelerate in full the vesting of the initial equity award granted tothat have not been paid on such officer when he was initially hired.date.

Defined Terms in Severance and Change of Control Agreements

        As defined in Dr. Dipp'sKroeger's employment agreement:

        "Cause" constitutes the following: (i) willful failure to perform, or gross negligence in the performance of, material duties and responsibilities to the Company and its Affiliates, which failure or negligence is not remedied within thirty (30) days of written notice thereof; (ii) material breach of any material provision of the EC Agreement or any other agreement with the Company or any of its Affiliates, which breach is not remedied within thirty (30) days of written notice thereof; (iii) fraud, embezzlement or other dishonesty with respect to the Company or any of its Affiliates, taken as a whole, which, in the case of such other dishonesty, causes or could reasonably be expected to cause material harm to the Company or any of its Affiliates, taken as a whole; or (iv) conviction of a felony.




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        "Good Reason" means, without the executive's consent, the occurrence of any one or more of the following events, provided (x) the executive has furnished written notice to the Company of the condition giving rise to the claimed Good Reason no later than thirty (30) days following the occurrence of such condition, (y) the Company has failed to remedy the condition within thirty (30) days thereafter and (z) the executive's employment with the Company terminates within six months following the delivery of such notice:

(i)

a material diminution in the nature or scope of the executive's responsibilities, duties or authority, provided that in the absence of a Change of Control any diminution in the nature or scope of the executive's responsibilities, duties or authority that is reasonably related to a diminution of the business of the Company or any of its Affiliates shall not constitute "Good Reason";



(ii)

a failure of the Company to provide the executive with equity awards in accordance with the executive's employment agreement after thirty (30) days' notice during which the Company does not cure such failure;



(iii)

relocation of the executive's office more than fifty (50) miles from the location of the Company's principal offices as of the date of the executive's employment agreement; or



(iv)

the Company's failure to continue the executive's appointment or election as a director or officer of any of its Affiliates or the Company's or failure to continue the executive's appointment at his or her current position as a director and/or officer or the failure of the executive to be elected as a member of the Board, if the director serves as a member of the Board as of the date of his or her employment agreement.

        "Change of Control" means (i) the acquisition of beneficial ownership (as defined in Rule 13-3 under the Exchange Act) directly or indirectly by any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), of securities of the Company representing a majority or more of the combined voting power of the Company's then outstanding securities, other than in an acquisition of securities for investment purposes pursuant to a bona fide financing of the Company; (ii) a merger or consolidation of the Company with any other corporation in which the holders of the voting securities of the Company prior to the merger or consolidation do not own more than 50% of the total voting securities of the surviving corporation; or (iii) the sale or disposition by the Company of all or substantially all of the Company's assets other than a sale or disposition of assets to an Affiliate of the Company or a holder of securities of the Company; notwithstanding the foregoing, no transaction or series of transactions shall constitute a Change of Control unless such transaction or series of transactions constitutes a "change in control event" within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(i).

        "Affiliates" means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company, where control may be by management authority, equity interest or otherwise.

        As defined in Mr. Couturier's employment agreement:

        "Cause" for termination shall be deemed to exist upon:

(A)

(a) a good faith finding by the Company (i) of repeated or willful failure of (which failure is not cured within ten (10) days of receiving written notice thereof from the Company) or refusal by the employee after written notice, to perform his or her reasonably assigned duties forand responsibilities to the Company, or (ii) that the employee has engaged in dishonesty, gross negligence or misconduct, which dishonesty, gross negligence or misconduct has had a material adverse effect oncaused harm or damage to the business, affairs or affairsreputation of the Company;



(B)

(b) the commission by the employee of, the conviction of the employee of, or the entry of a pleading of guilty or nolo contendere by the employee to any crime involving moral turpitude or any felony; or

(c) a breach by the employee of any provision of the employee's offer letter or any invention and non-disclosure agreement or non-competition and non-solicitation agreement with the Company,



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which breach is not cured within ten (10) days written notice thereof. A determination to terminate the employee's employment for Cause (a) must be made in the reasonable discretion of the Board, and (b) may not be made unless the employee has been given, where feasible, possible, and practical under the circumstances, a reasonable opportunity to present his position to the Board in person or in a teleconference.

        A "Change of Control Event" shall be deemed to exist upon the sale of all or substantially all of the outstanding shares of capital stock, assets or business of the Company, by merger, consolidation, sale of assets or otherwise (other than a transaction in which all or substantially all of the individuals and entities who were beneficial owners of the capital stock of the Company immediately prior to such transaction beneficially own, directly or indirectly, more than 50% of the outstanding securities (on an as-converted to Common Stock basis) entitled to vote generally in the election of directors of the (a) resulting, surviving or acquiring corporation in such transaction in the case of a merger, consolidation or sale of outstanding shares, or (b) acquiring corporation in the case of a sale of assets);provided that, in each of the foregoing cases, the Change in Control Event also meets all of the requirements of a "change in the ownership of a corporation" within the meaning of Treasury Regulation §1.409A-3(i)(5)(v) or "a change in the ownership of a substantial portion of the corporation's assets" within in the meaning of Treasury Regulation §1.409A-3(i)(5)(vii).

        "Good Reason" shall be deemed to exist upon:

        (a)   the relocation of the Company's offices such that the employee's daily commute is increased by at least forty (40) miles each way without the consent of the employee;

        (b)   material reduction of the employee's annual base salary without the prior consent of the employee (other than in connection with, and substantially proportionate to, reductions by the Company of the annual base salary of more than 50% of its employees); or

        (c)   material diminution in employee's duties, authority or responsibilities without the prior consent of the employee, other than changes in duties, authority or responsibilities resulting from the employee's misconduct;

provided, however, that (i) no such event or condition shall constitute Good Reason unless (x) the employee gives the Company a written notice of termination for Good Reason not more than ninety (90) days after the initial existence of the condition, (y) the grounds for termination if susceptible to correction are not corrected by the Company within thirty (30) days of its receipt of such notice and (z) the employee's termination of employment occurs within six months following the Company's receipt of such notice; and (ii) at all times "Good Reason" will be interpreted in a manner consistent with the definition of "good reason" within the meaning of Section 409A (as defined in the CEO Agreement).

        As defined in Mr. Gillis' employment agreement:

        "Cause" for termination shall be deemed to exist upon:

        (a)   a good faith finding by the Company (i) of failure of or refusal by the employee to perform his or her duties and responsibilities to the Company, or (ii) that the employee has engaged in dishonesty, gross negligence or misconduct, which dishonesty, gross negligence or misconduct has caused harm or damage to the business, affairs or reputation of the Company;

        (b)   the commission by the employee of, the conviction of the employee of, or the entry of a pleading of guilty or nolo contendere by the employee to any crime involving moral turpitude or any felony; or




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(C)

        (c)   a breach by the employee of any material provision of any invention and non-disclosure agreement or non-competition and non-solicitation agreement with the Company, which breach is not cured within a 10-dayten (10) days written notice thereof.

        A "Change in Control Event" shall be deemed to exist upon the sale of all or substantially all of the outstanding shares of capital stock, assets or business of the Company, by merger, consolidation, sale of assets or otherwise (other than a transaction in which all or substantially all of the individuals and entities who were beneficial owners of the capital stock of the Company immediately prior to such transaction beneficially own, directly or indirectly, more than 50% of the outstanding securities (on an as-converted to Common Stock basis) entitled to vote generally in the election of directors of the (i) resulting, surviving or acquiring corporation in such transaction in the case of a merger, consolidation or sale of outstanding shares, or (ii) acquiring corporation in the case of a sale of assets);provided that, in each of the foregoing cases, the Change in Control Event also meets all of the requirements of a "change in the ownership of a corporation" within the meaning of Treasury Regulation §1.409A-3(i)(5)(v) or "a change in the ownership of a substantial portion of the corporation's assets" within in the meaning of Treasury Regulation §1.409A-3(i)(5)(vii).

        "Good Reason"        "Good Reason" shall be deemed to exist upon:

(A)

        (a)   the relocation of the Company's offices such that the employee's daily commute is increased by at least 30forty (40) miles each way without the written consent of the employee;



(B)

        (b)   material reduction of the employee's annual base salary without the prior consent of the employee (other than in connection with, and substantially proportionate to, reductions by the Company of the annual base salary of more than 50% of its employees); or



(C)

        (c)   material diminution in employee's duties, authority or responsibilities without the prior consent of the employee, other than changes in duties, authority or responsibilities resulting from the employee's misconduct;

provided, however, that (i) no such event or condition shall constitute Good Reason unless (x) the employee gives the Company a written notice of termination for Good Reason not more than 90ninety (90) days after the initial existence of the condition, (y) the grounds for termination if susceptible to correction are not corrected by the Company within 30thirty (30) days of its receipt of such notice and (z) the employee's termination of employment occurs within six months following the Company's receipt of such notice; and (ii) at all times "Good Reason" will be interpreted in a manner consistent with the definition of "good reason" within the meaning of Section 409A.409A (as defined in Mr. Gillis's employment agreement).

Potential Payments Upon Termination (as of December 31, 2016)2017)


        The following table summarizes the potential payments to our Named Executive Officers under the severance and change of control agreements assuming that a termination occurred under the circumstances set forth in the column headings. The information presented assumes that the termination occurred on December 31, 2016,2017, the last business day of our most recently completed fiscal




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year. The closing price of our common stock as listed on The NASDAQthe Nasdaq Global Market on December 30, 2016,29, 2017, the last trading day of our fiscal year, was $1.53$1.37 per share.

Name		Executive Payments and Benefits upon Termination		Termination without Cause or Resignation for Good Reason			Termination without Cause or Resignation for Good Reason within One Year Following a Change of Control			Upon a Change of Control				Executive Payments and Benefits upon Termination		Termination without Cause or Resignation for Good Reason			Termination without Cause or Resignation for Good Reason within One Year Following a Change of Control
Michelle Dipp, M.D., Ph.D. Executive Chair		Base salary		$	250,000		$	250,000
Christopher Kroeger, M.D., M.B.A.														Base salary		$	550,000		$	550,000
Chief Executive Officer														Acceleration of Vesting of Equity			—			100	%
														Number of Vesting In-The-Money Stock Options and Value upon Termination			—			—
														Cobra Benefits		$	21,876		$	21,876
​													​			​	​	​	​	​	​
														Total		$	571,876		$	571,876
Jonathan Gillis, C.P.A.
Senior Vice President, Finance														Base Salary		$	125,000		$	125,000
		Acceleration of Vesting of Equity			6 months			—			100	%		Acceleration of Vesting of Certain Equity			—			100	%
		Number of Vesting In-The-Money Stock Options and Value upon Termination			—			—			—			Number of Vesting In-The-Money Stock Options and Value upon Termination			—			—
		Cobra Benefits			—			—						Cobra Benefits		$	13,890		$	13,890
​	​			​	​	​	​	​	​		​	​	​			​	​	​	​	​	​
		Total		$	250,000		$	250,000			—			Total		$	138,890		$	138,890
Christophe Couturier Chief Financial Officer		Base Salary		$	200,000		$	200,000			—
		Acceleration of Vesting of Certain Equity			N/A			100	%
		Number of Vesting In-The-Money stock			—			0			—
		Options and Value upon Termination						0			—
		Cobra Benefits		$	8,954		$	8,954
​				​	​	​	​	​	​		​	​
		Total		$	208,954		$	208,954
​				​	​	​	​	​	​		​	​
​					​	​		​	​		​	​
​				​	​	​	​	​	​		​	​

        For a description of the actual amounts received by Dr. StockDipp following hisher resignation, see "Employment Agreements and Separation Agreements—Harald Stock, Ph.D." above.

        For a description of the actual amounts received by Dr. Tzianabos following his resignation, see "Employment Agreements and Separation Agreements—Arthur Tzianabos,Michelle Dipp, M.D., Ph.D." above.

        For a description of the actual amounts received by Mr. YoungCouturier following his resignation, see "Employment Agreements and Separation Agreements—Jeffrey Young" above.

        For a description of the actual amounts received by Mr. Chapman following his resignation, see "Employment Agreements and Separation Agreements—Paul Chapman"Christopher Couturier" above.

401(k) Retirement Plan


        We maintain a defined contribution employee retirement plan for our employees. Our 401(k) plan is intended to qualify as a tax-qualified plan under Section 401 of the Code, so that contributions to our 401(k) plan, and income earned on such contributions, are not taxable to participants until withdrawn or distributed from the 401(k) plan. Our 401(k) plan provides that each participant may contribute up to 100% of his or her pre-tax compensation, up to a statutory limit, which is $18,000 for




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2016. 2017. Participants who are at least 50 years old can also make "catch-up" contributions, which in 20162017 may be up to an additional $6,000 above the statutory limit. Under our 401(k) plan, each employee is fully vested in his or her deferred salary contributions. Employee contributions are held and invested by the plan's trustee. Our 401(k) plan also permits us to make discretionary contributions and matching contributions, subject to established limits and a vesting schedule. Beginning in January 2012, we made an employer matching contribution equal to (1) 100% of employee deferral contributions up to a deferral rate of 3% of compensation plus (2) 50% of employee deferral contributions up to a deferral rate of an additional 2% of compensation.




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Securities Authorized for Issuance Under Our Equity Compensation Plans


        The following table sets forth information regarding our equity compensation plans as of December 31, 2016.2017.

Plan Category		Number of Securities to Be Issued upon Exercise of Outstanding Options, Warrants and Rights			Weighted Average Exercise Price of Outstanding Options, Warrants and Rights ($)			Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans				Number of Securities to Be Issued upon Exercise of Outstanding Options, Warrants and Rights			Weighted Average Exercise Price of Outstanding Options, Warrants and Rights ($)			Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans
Equity compensation plans approved by security holders(1)			2,960,942			18.32			1,467,522				3,962,709			10.09			1,971,525
Equity compensation plans not approved by security holders(2)			512,000			11.49			—				1,783,106			1.46			—
​	​	​	​	​		​	​	​	​	​	​	​	​	​		​	​	​	​	​
Total			3,472,942						1,467,522				5,745,815						1,971,525

---

(1)

This plan category consists of our 2012 and 2011 Stock Incentive Plans.



(2)

This plan category consists of an inducement grantsgrant provided to Mr. Couturier,Dr. Kroeger, our Chief Financial Officer and Dr. Arthur Tzianabos, our former President and Chief ScientificExecutive Officer, pursuant to the terms of our stock option agreementsagreement with themhim (as discussed below).

Stock Option Agreement with Mr. CouturierDr. Kroeger

        Pursuant to a Stock Option Agreement with Mr Couturier,Dr. Kroeger, dated September 6, 2016, Mr. CouturierJune 21, 2017, Dr. Kroeger was granted an option to purchase 200,000up to 1,783,106 shares of Common Stockcommon stock at a price per share of $7.15,$1.46, as ana material inducement material to his entering into employment with us. The grant has a term of ten years and isvests over five years and seven months, subject to acontinued service with the Company through the applicable vesting scheduledates, pursuant to the following vesting schedule: (i) 1,069,864 of four years,the shares subject to option will vest over the period from June 21, 2017 to June 21, 2021: with 25% of thesuch shares vesting on September 6, 2017June 21, 2018 and 6.25% of thesuch shares vesting each quarter thereafter,thereafter; (ii) 356,621 of the shares subject to his continued employment withoption will vest over the Company.

Stock Option Agreement with Dr. Tzianabos

        Pursuant to a Stock Option Agreement with Dr. Tzianabos, dated September 10, 2013, Dr. Tzianabos was granted an option to purchase 312,000 shares of Common Stock at a price per share of $14.27, as an inducement material to his entering into employment with us. The grant has a term of ten years and is subject to a vesting schedule of four years,period from June 21, 2017 through January 31, 2022, with 25% of thesuch shares vesting on September 3, 2014January 31, 2019 and 6.25% of thesuch shares vesting each quarter thereafter,thereafter; and (iii) 356,621 of the shares subject to his continued employment with the Company. This stock option terminated in December 2016 and the option will vest over the period from June 21, 2017 through January 31, 2023, with 25% of such shares vesting on January 31, 2020 and 6.25% of such shares vesting each quarter thereafter.

CEO Pay Ratio


        Following is a reasonable estimate, prepared under Securities and Exchange Commission rules, of the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of our other employees. We determined our median employee based on taxable wages (annualized in the case of full- and part-time employees who joined the Company during 2017) of each of our 33 employees (excluding the Chief Executive Officer) as of December 31, 2017. The annual total compensation of our median employee (other than the Chief Executive Officer) for 2017 was $121,722. As reported in the Summary Compensation Table on page 34, our Chief Executive Officer's annual total compensation for 2017 was $2,430,088. Based on the foregoing, our estimate of the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all other employees was 20.0 to 1. Given the different methodologies that various public companies will use to determine an estimate of their pay ratio, the estimated ratio reported above should not exercised with respect to any vested shares.be used as a basis for comparison between companies.




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DIRECTOR COMPENSATION


        Our director compensation program is administered by our Board with the assistance of the Compensation Committee. The Compensation Committee conducts an annual review of director compensation and makes recommendations to the Board with respect thereto.

        Based on the recommendation of our Compensation Committee, our Board adopted an amended and restated non-employee director compensation policy in 2015 (the "2015 policy"). As described below in Proposal 4, based on the recommendation of our Compensation Committee in 2018, the Board has approved a new 2018 Non-Employee Director Compensation Policy. If the 2018 Non-Employee Director Compensation Policy is approved by stockholders at the Annual Meeting, the compensation for our non-employee directors in 2018 will be as described in Proposal 4. Under the 2015 policy, our non-employee directors were compensated for service on our Board as follows in 2016:2017:

•

an annual retainer for our non-employee directors for service on our Board of $35,000;



•

for members of the Audit Committee, an annual fee of $8,000 ($15,000 for the chair);



•

for members of the Nominating and Corporate Governance Committee, an annual fee of $3,750 ($7,500 for the chair);



•

for members of the Compensation Committee, an annual fee of $5,000 ($10,000 for the chair);



•

to each newly elected director, an initial grant of a stock option to purchase 8,650 shares of our common stock, at an exercise price equal to the fair market value of our common stock on the date of grant, which option shall vest monthly over one year; and



•

for continuing service on our Board, an annual grant of a stock option to purchase 12,000 shares of our common stock, at an exercise price equal to the fair market value of our common stock on the date of grant, which option shall vest monthly over one year.

        Subject to the director's continued service as a director, the initial and annual stock option grants vest in approximately equal monthly installments through the first anniversary of the grant date. The initial stock option grants were made on the date of each director's initial appointment or election to the Board.

        Under the 2015 policy, we reimbursed our non-employee directors for their reasonable expenses incurred in connection with attending our Board and Committeecommittee meetings upon presentation of documentation of such expenses reasonably satisfactory to us.

        Under the 2015 policy, our non-employee directors may elect to receive all or a portion of their annual fees for boardBoard and committee service from January 1 to December 31 of a given year in either cash or fully vested shares of our common stock. This election occurs on an annual basis.

        The following table sets forth information regarding the total compensation awarded to, earned by or paid to each of our non-employee directors during the year ended December 31, 20162017 for their service on our Board. Dr. Kroeger, our Chief Executive Officer, and Dr. Dipp, our former Executive Chair, did not receive any additional compensation for service as a director during 2017. The




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her service as a director during 2016. The compensation that we paid to Dr. Dipp and that we pay to Dr. DippKroeger is discussed under "Executive Compensation" above.

Name		Fees Earned or Paid in Cash ($)			Stock Awards ($)(1)			Option Awards ($)(2)(3)			Total ($)				Fees Earned or Paid in Cash ($)(1)			Option Awards ($)(2)(3)			Total ($)
Richard Aldrich			—			42,500			62,363			104,863				42,500			12,395			54,895
Jeffrey D. Capello			50,000			—			62,363			112,363				50,000			12,395			62,395
Mary Fisher			20,000			20,000			62,363			102,363				40,000			12,395			52,395
Marc Kozin			30,000	(4)		38,750			62,363			131,113				68,750	(4)		12,395			81,145
Thomas Malley			—			53,000			62,363			115,363				53,000			—			53,000
John Sexton, Ph.D.			155,000	(5)		—			62,363			217,363				155,000	(5)		12,395			167,395
John Howe, III, M.D.			168,000	(5)		—			62,363			230,363				170,500	(5)		12,395			182,895

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(1)

ReflectsIncludes payment of annual fees for boardBoard and committee service from January 1 to December 31 of a given year in fully vested shares of our common stock.stock in lieu of cash to Mr. Aldrich ($42,500), Ms. Fisher ($20,000), Mr. Kozin ($38,750) and Mr. Malley ($53,000). Each payment is made at the end of each quarter based on the closing price of the Company's common stock on the last day of the quarter. As of December 31, 2016, our non-employee directors did not hold any shares under outstanding stock awards.



(2)

The amounts in the "Option Awards" column reflect the aggregate grant date fair value of stock options granted during the year computed in accordance with the provisions of ASC 718. The assumptions that we used to calculate these amounts are discussed in Notes 2 and 89 to our financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016.2017.



(3)

As of December 31, 2016,2017, our non-employee directors held options to purchase the following aggregate numbernumbers of shares under outstanding option awards (representing both exercisable and unexercisable option awards, noneoptions): All options held by our non-employee directors as of December 31, 2017 have exercise prices which have been exercised):are greater than the April 27, 2018 closing price of our common stock of $0.9006.

Name		Number of Shares Underlying Outstanding Stock Options
Richard Aldrich			34,94846,948
Jeffrey D. Capello			48,04660,046
Mary Fisher			43,59855,598
Marc Kozin			42,40054,400
Thomas Malley			48,046—
John Sexton, Ph.D.			32,65044,650
John Howe, III, M.D.			32,65044,650

(4)

Represents feesIncludes $30,000 for additional boardBoard services, as approved by the Board, in guiding the companyCompany in its long-term global regulatory strategy, which services he continues to provide on the Global Strategy Committee.



(6)(5)

Represents (i) annual fees earned for service on the Board of Directors of $35,000 and $48,000$50,500 for Drs. Sexton and Howe, respectively and (ii) $120,000 for additional boardBoard services, as approved by the Board, in providing long-term strategic global regulatory guidance, which services Drs. Sexton and Howe continue to provide on the Global Strategy Committee.




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        Mr. Kozin and Drs. Sexton and Howe will receive compensation as members of the Global Strategy Committee. The Global Strategy Committee will supportsupports the Board in providing board level




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strategic global strategicregulatory guidance to the Executive Chair, Chief Executive Officer and executive management team. The Global Strategy Committee's responsibilities include:

•

advising the Executive Chair, Chief Executive Officer and executive management team generally on global strategy, as well as on the development and implementation of the Company's strategic plan; and



•

advising the Executive Chair, Chief Executive Officer and executive management team on strategies for approaching international markets, including guidance on cultural, regulatory and government affairs matters.

        For their service on the Global Strategy Committee, Mr. Kozin will receivereceives monthly retainer payments of $2,500 and Drs. Sexton and Howe will receive monthly retainer payments of $10,000.




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AUDIT RELATED MATTERS


Audit Committee Report


        The Audit Committee of the Board of OvaScience, Inc., which consists entirely of directors who meet the independence and experience requirements of The Nasdaq Stock Market, has reviewed OvaScience's audited financial statements for the fiscal year ended December 31, 20162017 and discussed them with management and the Company's independent auditors, Ernst & Young LLP, an independent registered public accounting firm.

        The Audit Committee has received from, and discussed with, Ernst & Young LLP various communications that Ernst & Young LLP is required to provide to the Audit Committee, including the matters required to be discussed by Auditing Standard No. 16—Communications with Audit Committees.

        The Audit Committee has received the written disclosures and the letter from Ernst & Young LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm's communications with the Audit Committee concerning independence, and has discussed with the Company's independent registered public accounting firm its independence.

        Based on the review and discussions referred to above, the Audit Committee recommended to the OvaScience Board that the audited financial statements referred to above be included in OvaScience's Annual Report on Form 10-K for the fiscal year ended December 31, 2016.2017.

        By the Audit Committee of the Board of OvaScience, Inc.

		Jeffrey D. Capello (Chair) Thomas MalleyMarc Kozin John Howe, III, M.D.

Audit Fees and Services


        The following table summarizes the fees of Ernst & Young LLP, our independent registered public accounting firm, billed to us for each of the last two fiscal years.

Fee Category		2016			2015				2017			2016
Audit Fees		$	766,846		$	666,137			$	664,179		$	766,846
Audit-Related Fees			—			10,000				304,089			—
Tax Fees			446,506			355,741				73,488			446,506
All Other Fees			1,800			2,265				1,655			1,800
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total Fees		$	1,215,152		$	1,034,143			$	1,043,411		$	1,225,110




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Audit Fees

        Audit fees are fees related to professional services rendered in connection with the audit of our annual financial statements, the reviews of the interim financial statements included in each of our quarterly reports on Form 10-Q, the reviews of financial statements included in any registration statements we file with the SEC and other professional services provided by our independent registered public accounting firm in connection with statutory or regulatory filings or engagements, and the audit of our internal control over financial reporting required by Section 404 of the Sarbanes-Oxley Act of 2002.




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Audit-Related Fees

        Audit-related fees are fees for assurance and related services that are reasonably related to performance of the audit and review of financial statements, and which are not reported under "Audit Fees."

Tax Fees

        Tax fees are fees for professional services for tax compliance, tax advice and tax planning services.

All Other Fees

        Other fees include licensing fees that we paid to PricewaterhouseCoopers and Ernst & Young LLP in 20162017 and 2015,2016, respectively for access to their proprietary accounting research database.

        All of the foregoing accountant services and fees were pre-approved by our Audit Committee in accordance with the policies and procedures described under "—Policy for Approval of Services" below.

Policy for Approval of Services


        The Audit Committee of our Board has adopted policies and procedures for the pre-approval of audit and non-audit services for the purpose of maintaining the independence of our independent auditor. We may not engage our independent auditor to render any audit or non-audit service unless the service is approved in advance by the Audit Committee. Notwithstanding the foregoing, pre-approval is not required with respect to the provision of services, other than audit, review or attest services, by the independent auditor if the aggregate amount of all such services is no more than 5% of the total amount paid by us to the independent auditor during the fiscal year in which the services are provided, such services were not recognized by us at the time of the engagement to be non-audit services, and such services are promptly brought to the attention of the Audit Committee and approved prior to completion of the audit by the Audit Committee.




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MATTERS TO BE VOTED ON


Proposal 1: Election of Class IIIII Directors


        At the Annual Meeting, stockholders will vote to elect threetwo class IIIII directors, each to serve a three-year term beginning at the Annual Meeting and ending at our 20202021 Annual Meeting of stockholders. Our Board has nominated Dr. Kroeger and Mr. Aldrich, Ms. Fisher and Dr. SextonCapello for election as class IIIII directors at the Annual Meeting.

        Pursuant to our certificate of incorporation and by-laws, our Board is divided into three classes, with each class having as nearly as possible an equal number of directors. The term of service of each class of directors is staggered so that the term of one class expires at each Annual Meeting of the stockholders. Upon the expiration of the term of a class of directors, directors in that class are eligible to be elected for a new three-year term at the Annual Meeting of stockholders in the year in which their term expires. Our Board currently consists of seven members, divided into three classes as follows:

•

class I consists of Dr. Howe and Mr. Kozin, each with a term expiring at the 2019 annual meeting of stockholders;



•

class II consists of Mr. Aldrich, Ms. Fisher and Dr. Sexton, each with a term expiring at the 20172020 annual meeting of stockholders; and



•

class III consists of Dr. DippKroeger and Messrs.Mr. Capello, and Malley, each with a term expiring at the 2018 annual meeting of stockholders.

        Dr. Kroeger and Mr. Aldrich, Ms. Fisher and Dr. SextonCapello are current directors whose terms expire at the Annual Meeting. Dr. Kroeger and Mr. Aldrich, Ms. Fisher and Dr. SextonCapello are eachboth nominated for re-election as a class IIIII director, with a term ending in 2020.2021. A brief biography of each director nominee is set forth starting on page 79 of this proxy statement. You will find information about their stock holdings in OvaScience below under "Ownership of Our Common Stock—Security Ownership of Certain Beneficial Owners and Management."

        Unless contrary instructions are provided, the persons named as proxies will, upon receipt of a properly executed proxy, vote for the election of Dr. Kroeger and Mr. Aldrich, Ms. Fisher and Dr. SextonCapello as class IIIII directors for a term expiring at our 20202021 Annual Meeting of stockholders. Proxies cannot be voted for a greater number of persons than the number of nominees named. Each of the nominees is currently a member of our Board. Each of the nominees has indicated his or her willingness to serve on our Board, if elected. If any nominee should be unable to serve, proxies may be voted for a substitute nominee designated by our Board. We do not contemplate that any of the nominees will be unable to serve if elected.

        ADirectors are elected by a plurality of the votes of the shares voted is requiredpresent in person or represented by proxy at the Annual Meeting and entitled to elect each nominee as a director.vote, which means that the two nominees receiving the most "FOR" votes will be elected.

Board Recommendation


        Our Board recommends that you voteFOR the election of each of the nominees as a class IIIII director.

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Proposal 2: Ratification of Appointment of Independent Auditors


        The Audit Committee of our boardBoard has appointed the firm of Ernst & Young LLP, an independent registered public accounting firm, as our independent auditors for the current fiscal year. Ernst & Young LLP has served as our independent auditors since January 2012. Although stockholder approval of the appointment of Ernst & Young LLP is not required by law, our Audit Committee believes it is advisable and has decided to give our stockholders the opportunity to ratify this appointment. If this proposal is not approved at the Annual Meeting, our Audit Committee may reconsider this appointment.

        The affirmative vote of a majority of votes cast affirmatively or negatively on the matter is required to approve this proposal.

        Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting and will have the opportunity to make a statement if they desire to do so. It is also expected that they will be available to respond to appropriate questions from stockholders.

Board Recommendation


        Our Board recommends that you voteFOR the ratification of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2017.2018.

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Proposal 3: Approval of Advisory Vote onto Approve the Compensation of Named Executive Officers


        We are seeking your advisory vote asAs required by Section 14A of the Securities Exchange Act of 1934, as amended,we are seeking your approval, on the approvalan advisory basis, of the compensation of our Named Executive Officers as described in the Compensation Discussion and Analysis, the compensation tables and related material contained in this proxy statement. Because your vote is advisory, it will not be binding on our Compensation Committee or our Board. However, the Compensation Committee and the Board will review the voting results and take them into consideration when making future decisions regarding executive compensation. The next advisory vote to approve the compensation of Named Executive Officers will occur at the 20182019 annual meeting of stockholders.

        We have a pay-for-performance philosophy whereby actual compensation levels are correlated to the achievement of corporate and individual goals. We believe that our executive compensation programs are strongly aligned with our performance on both a short-term and long-term basis, linked to results intended to create value for stockholders, and that such compensation assists us in attracting and retaining key executives critical to our long-term success. Consistent with this philosophy, a significant portion of the total compensation opportunity for each of our executives is directly related to performance factors that measure our progress against the goals of our strategic and operating plans.

        During 2016, we made progress on our business goals, including:

•

We received IRB approval to begin an OvaPrime clinical trial in Canada, and have since begun enrolling and treating patients in our OvaPrime clinical trial, titled "A Single Center, Prospective, Controlled Pilot Study of OvaPrime Procedure," which is being performed to evaluate the safety of the OvaPrime procedure in subjects with poor ovarian response or diminished ovarian response.



•

We made the decision to move the OvaTure program forward. In December 2013, we entered into a collaboration with Intrexon, a leader in synthetic biology, to accelerate development of OvaTure, which we refer to as the OvaTure Collaboration. The companies also formed OvaXon LLC, a joint venture designed to develop applications to prevent inherited human diseases and improve animal health. In 2016, the OvaTure Collaboration and OvaXon generated data supporting the characterization and developmental competence of human and bovine EggPC cell derived-eggs, respectively.



•

We expanded the availability of the AUGMENT treatment in select international regions, and scheduled a meeting with the FDA in the first half of 2017 to explore potential entry into the U.S. market. We have since decided that while we would continue to make AUGMENT available to patients at partner clinics in Canada and Japan and maintain our current commercial footprint, we would slow our commercial expansion, reassess the ongoing and planned clinical studies of AUGMENT, and undertake a corporate restructuring.

        Stockholders are urged to read the Compensation Discussion and Analysis section of this proxy statement, which discusses how our compensation policies and procedures implement our compensation philosophy. The Compensation Committee and the Board believe that these policies and procedures are effective in implementing our compensation philosophy and in achieving its goals.

        In accordance with the rules of the SEC, the following resolution, commonly known as a "say-on-pay" vote, is being submitted for a stockholder vote at the Annual Meeting:

        "RESOLVED, that the compensation paid to the Named Executive Officers of the Company, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and the related material disclosed in this proxy statement, is hereby APPROVED."




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        The affirmative vote of a majority of votes cast affirmatively or negatively on the matter is required to approve, on an advisory basis, this proposal.




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Board Recommendation


        Our Board recommends that you voteFOR the approval, on an advisory basis, of the compensation of our Named Executive Officers.

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Proposal 4: Approval of the 2018 Non-Employee Director Compensation Policy


        We are asking our stockholders to approve the 2018 Non-Employee Director Compensation Policy (the "Director Compensation Policy"), which will provide for cash and equity compensation for our non-employee directors and will impose an annual limit on the aggregate cash and equity compensation that may be awarded to non-employee directors by the Company.

        The following summary of the material terms of the Director Compensation Policy is qualified in its entirety by reference to the full text of the Director Compensation Policy, a copy of which is attached as Appendix A to this proxy statement and which is incorporated by reference into this proposal.

Compensation Payable for Calendar Year 2018

        The Director Compensation Policy provides that each non-employee director shall be entitled to the payments described below while serving as a director for calendar year 2018. After calendar year 2018, these retainers, fees and grants may be modified for years after 2018 by the Compensation Committee or the Board in their discretion, subject to the general compensation limits described above.

Annual Base Retainer:		An annual base retainer fee of $35,000 shall be payable to each non-employee director.
Committee Chair Fee:		The corresponding annual chair fee set forth below shall also be payable to each non-employee director who becomes or remains the chair of each of the following committees of the Board.
		Audit Committee:		$	15,000
		Compensation Committee:		$	10,000
		Nominating and Corporate Governance Committee:		$	7,500
Committee Membership Fee:		The corresponding annual committee fee set forth below shall also be payable to each non-employee director who becomes or remains a member of the following committees of the Board for his or her committee member services.
		Audit Committee:		$	8,000
		Compensation Committee:		$	5,000
		Nominating and Corporate Governance Committee:		$	3,750

        In addition, the members of the Board's Global Strategy Committee will receive monthly retainer payments, as determined in the sole discretion of the Board.




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        In addition to the above fees, the Board may determine that additional committee fees are appropriate and should be payable for any newly created committee of the Board.

Initial Equity Grant for Newly Appointed Non-Employee Directors:		Each newly appointed non-employee director shall be granted a non-qualified stock option to purchase 8,650 shares of our common stock under the 2012 Stock Incentive Plan, or any successor plan (the "Stock Plan"), at the first regularly scheduled meeting of the Board on or after his or her initial appointment or election to the Board.
Annual Equity Grant for Incumbent Non-Employee Directors:		Annually, each incumbent non-employee director shall be granted a non-qualified stock option to purchase 12,000 shares of our common stock under the Stock Plan on the date of the first meeting of the Board held following our annual meeting of stockholders.

        During calendar year 2018, the Company will not provide additional compensation to non-employee directors, other than as provided under the Director Compensation Policy, unless such additional compensation is in exchange for bona fide services or is otherwise reviewed and approved in accordance with the Company's Policy regarding Related Person Transactions then in effect.

Holding Period for Shares

        Shares purchased upon exercise of an initial equity grant or annual equity grant under the Director Compensation Policy will be subject to a resale restriction ending on the earlier of such non-employee director's termination of service as a non-employee director and the seven-year anniversary of the date of grant of the option (the "Holding Period"); provided, however, that the Holding Period will not apply to (i) any shares retained by the Company as a result of any net exercise of the options to cover the option exercise price, or (ii) any shares sold by the non-employee director to cover any taxes associated with the exercise of the option. The Holding Period requirement will apply to initial equity grants and annual equity grants made through December 31, 2021, unless otherwise amended and approved by a vote of our stockholders.

Aggregate Limits on Compensation

        The Director Compensation Policy provides that, commencing in calendar year 2018, (i) the total annual compensation, including all cash and equity components (based on grant date fair value), paid to any incumbent non-employee director shall not exceed $300,000 per calendar year, and (ii) the total annual compensation, including all cash and equity components (based on grant date fair value), paid to any newly appointed non-employee director shall not exceed $600,000 within the calendar year of first being appointed. These limits will remain in effect until December 31, 2021, unless otherwise amended and approved by a vote of our stockholders.

Option Grant Terms

        Unless otherwise specified by the Board or the Compensation Committee at the time of grant, all options granted under the Director Compensation Policy shall (i) vest in equal monthly installments at the end of each successive month following the grant date until the first anniversary of the grant date, subject to the non-employee director's continued service on the Board; (ii) have an exercise price equal to the fair market value of the Company's common stock as determined in the Stock Plan on the grant date; (iii) terminate ten years after the grant date; and (iv) contain such other terms and conditions as




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set forth in the form of option agreement approved by the Board or the Compensation Committee prior to the grant date.

Additional Terms and Federal Tax Considerations

        Our non-employee directors may elect to receive all or a portion of their annual fees for Board and committee service for a given year in the form of vested shares of our common stock (based on the fair market value of our common stock).

        Upon presentation of documentation of such expenses reasonably satisfactory to the Company, we will reimburse our non-employee directors for their reasonable expenses incurred in connection with attending our Board and committee meetings.

        A non-qualified option ordinarily will not result in income to the non-employee director or deduction to us at the time of grant. The non-employee director will recognize compensation income at the time of exercise of the option in an amount equal to the excess of the then value of the shares over the option price per share. A deduction may then be allowable to us in an amount equal to the director's compensation income. A non-employee director's initial basis in shares so acquired will be the amount paid on exercise of the option plus the amount of any corresponding compensation income. Any gain or loss as a result of a subsequent disposition of the shares will be capital gain or loss. Changes to applicable tax laws could alter these tax consequences, and this summary assumes that the options are exempt from or comply with, the rules under Section 409A of the Internal Revenue Code related to nonqualified deferred compensation.

Further Amendment to the Director Compensation Policy

        As is the Company's current practice, in enacting or proposing any further amendments to the Director Compensation Policy, including any amendment of the general compensation limits or the annual retainers, fees and grants, the Board or the Compensation Committee will assess, and be guided by, an analysis of compensation paid to non-employee directors of a peer group of companies as well as current best practices.

Rationale for the Director Compensation Policy

        The proposed Director Compensation Policy is designed to align the Company's policies with respect to non-employee director compensation with evolving governance and compensation practices, as well as to attract and retain qualified independent directors to our Board. Specifically, in establishing the aggregate limits on compensation payable, the mix of cash and equity-based compensation, and the Holding Period requirement with respect to shares purchased upon exercise of options granted under the Director Compensation Policy, the Compensation Committee worked with its independent compensation consultant, Pearl Meyer and Partners LLC, to identify compensation trends in non-employee director compensation and amounts payable to non-employee directors by peer companies. The Company's currently identified peer group is listed in the Compensation Discussion and Analysis section of this proxy statement on page 22. The compensation payable for calendar year 2018 under the proposed Director Compensation Policy is in line with the median of peer non-employee director compensation programs presented by Pearl Meyer, and the new Holding Period required for the option shares is a leading practice among those presented programs. Our Board believes the proposed approach to compensation appropriately aligns the interests of our non-employee directors and our stockholders in the future success of the Company, while assuring we do not provide excessive compensation.

        The closing price of our common stock on the Nasdaq Global Market on April 27, 2018 was $0.9006.




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New Plan Benefits

        No cash or equity compensation has yet been issued under the Director Compensation Policy. If the Director Compensation Policy is approved by our stockholders, in 2018 our current non-employee directors will receive the cash compensation described above for 2018 with respect to their Board service and their service on the various committees on which they serve. In addition, each current non-employee director will receive the annual equity grant for incumbent directors on the date of the first meeting of the Board held following the Annual Meeting.

Required Vote and Board Recommendation

        The Board urges you to approve the Director Compensation Policy as it believes it to be in the best interests of the Company and its stockholders.

        The affirmative vote of stockholders present in person or represented by proxy at the Annual Meeting representing a majority of the shares of common stock present in person or represented by proxy at the Annual Meeting, entitled to vote and voting on the proposal is required to approve the Director Compensation Policy. Abstentions and broker non-votes are not taken into account in determining the outcome of this vote.

Our Board recommends that you voteFOR the approval of the 2018 Non-Employee Director Compensation Policy.

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OWNERSHIP OF OUR COMMON STOCK


Security Ownership of Certain Beneficial Owners and Management


        The following table sets forth, as of April 10, 2017,27, 2018, certain information concerning the beneficial ownership of our capital stock by:

•

each director;



•

each Named Executive Officer;



•

all of our executive officers and directors as a group; and



•

each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of any class of our outstanding stock.

        Beneficial ownership is determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to our common stock. Shares of our common stock subject to options that are currently exercisable or exercisable within 60 days of April 10, 2017 and restricted stock units that will vest within 60 days of April 10, 201727, 2018 are considered outstanding and beneficially owned by the person holding the options or restricted stock units, as applicable, for the purpose of calculating the percentage ownership of that person but not for the purpose of calculating the percentage ownership of any other person. Except as otherwise noted, we believe the persons and entities in this table have sole voting and investing power with respect to all of the shares of our common stock beneficially owned by them, subject to community property laws, where applicable. The




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where applicable. The inclusion of any shares in this table does not constitute an admission of beneficial ownership by the person named below.

Name and Address of Beneficial Owner(1)		Shares of Common Stock Beneficially Owned(2)			Percentage of Common Stock Beneficially Owned(3)
Directors and Executive Officers
Michelle Dipp, M.D., Ph.D.			1,779,983	(4)		4.88	%
Christophe Couturier			50,900			*
Harald Stock, Ph.D.			16,422	(5)		*
Arthur Tzianabos, Ph.D.			26,400			*
Jeffrey Young			53,750			*
Paul Chapman			3,100			*
Richard Aldrich			2,015,167	(6)		5.65	%
Jeffrey D. Capello			59,157	(7)		*
Mary Fisher			59,235	(8)		*
Marc Kozin			79,687	(9)		*
Thomas Malley			245,154	(10)		*
John Sexton, Ph.D.			32,650	(11)		*
John Howe, III, M.D.			32,650	(12)		*
All executive officers and directors as a group (13 persons)			3,492,199			9.50	%
5% Stockholders
Entities affiliated with FMR LLC			5,340,442	(13)		14.98	%
245 Summer Street
Boston, MA 02110
Entities affiliated with EcoR1 Capital, LLC			3,512,332	(14)		9.85	%
409 Illinois Street
San Francisco, CA 94158
Entities affiliated with Prudential Financial, Inc.			2,183,527	(15)		6.12	%
751 Broad Street
Newark, NJ 07102
BlackRock, Inc.			1,878,683	(16)		5.27	%
55 East 52nd Street
New York, NY 10055

Name and Address of Beneficial Owner(1)		Shares of Common Stock Beneficially Owned(2)			Percentage of Common Stock Beneficially Owned(3)
Directors and Executive Officers
Christopher Kroeger, M.D., M.B.A.			267,466	(4)		*
Michelle Dipp, M.D., Ph.D.			2,120,609	(5)		5.7	%
Jonathan Gillis, C.P.A.			34,280	(6)		*
Christophe Couturier			—	(7)		*
Richard Aldrich			2,049,048	(8)		5.7	%
Jeffrey D. Capello			71,157	(9)		*
Mary Fisher			81,532	(10)		*
Marc Kozin			114,742	(11)		*
John Sexton, Ph.D.			44,650	(12)		*
John Howe, III, M.D..			44,650	(13)		*
All current executive officers and directors as a Group (9 persons)			2,707,525	(14)		7.4	%
5% Stockholders
Entities affiliated with FMR LLC 245 Summer Street Boston, MA 02110			3,574,014	(15)		10.0	%
BML Investment Partners, L.P. 9 4th Avenue Waltham, Massachusetts			2,300,000	(16)		6.4	%
Entities affiliated with AIGH Investment Partners, L.P. 6006 Berkeley Avenue Baltimore MD 21209			2,200,000	(17)		6.2	%
Entities affiliated with Prudential Financial, Inc. 751 Broad Street Newark, NJ 07102			2,183,527	(18)		6.1	%
BlackRock, Inc. 55 East 52nd Street New York, NY 10055			1,770,857	(19)		5.0	%

---

*

Less than 1%.



(1)

Unless otherwise indicated, the address of such individual is c/o OvaScience, Inc., 9 Fourth Avenue, Waltham, Massachusetts 02451.



(2)

Applicable number of shares of stock beneficially owned is calculated as of April 10, 2017.27, 2018.



(3)

Applicable percentage ownership is based on 35,662,12435,758,907 shares of our common stock outstanding as of April 10, 2017.27, 2018.



(4)

Consists of options to purchase an aggregate of 267,466 shares of common stock held by Dr. Kroeger that are exercisable within 60 days of April 27, 2018.



(5)

Consists of (a) 971,921 shares of common stock held by Dr. Dipp (b) 962,056 shares of common stock held by Longwood Fund III, LP and (c)(b) options to purchase an aggregate of 808,0621,148,688 shares of common stock held by Dr. Dipp that, areas of April 27, 2018, were exercisable within 60 days of April 10, 2017. Voting27, 2018. On April 30, 2018, the Company and investment powerDr. Dipp entered into a Termination Agreement with respect to the shares held by Longwood Fund III GP, LLC areAdvisory Agreement, which provides that all of her unvested stock options shall become fully vested in Richard Aldrich, Michelle Dipp, M.D., Ph.D., and Christoph Westphal, M.D., Ph.D.,remain exercisable until the managers of Longwood Fund III GP LLC, the general partner of Longwood Fund III, LP.




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expiration date of such options. Giving effect to the Termination Agreement, as of April 30, 2018, Dr. Dipp's beneficial ownership will consist of 2,336,234 shares, which represent 6.3% percent of the common stock beneficially owned.

(5)(6)

Consists of (a) 1,228options to purchase an aggregate of 34,280 shares of common stock held by Mr. Stock and (b) 15,194Gillis that are exercisable within 60 days of April 27, 2018.



(7)

Mr. Couturier does not beneficially own any shares of common stock held by SB Vermogensverwaltungs KG, a trust of which the Mr. Stock is a majority shareholder and managing partner.stock.



(6)(8)

Consists of (a) 19,97141,852 shares of common stock held directly by Mr. Aldrich, (b) 330,000 shares of common stock held by Little Eagles, LLC, whose owners are Richard H. Aldrich Irrevocable Trust of 2011 and trusts established for the benefit of the Mr. Aldrich's minor children, (c) 668,192 shares of common stock held by Richard H. Aldrich Irrevocable Trust of 2005, (d) options to purchase an aggregate of 34,94846,948 shares of common stock held by Mr. Aldrich that are exercisable within 60 days of April 10, 201727, 2018 and (f) 971,921(e) 962,056 shares of common stock held by Longwood Fund III, LP. The trustee of the Richard H. Aldrich Irrevocable Trust of 2011 is Mr. Aldrich and he exercises sole voting and investment power over the shares of record held by the trust. Voting and investment power with respect to the shares held by Longwood Fund III GP, LLC are vested in Richard Aldrich Michelle Dipp, M.D., Ph.D., and Christoph Westphal, M.D., Ph.D., the managers of Longwood Fund III GP LLC, the general partner of Longwood Fund III, LP.



(7)(9)

Consists of (a) 11,111 shares of common stock held by Mr. Capello and (b) options to purchase an aggregate of 48,04660,046 shares of common stock held by Mr. Capello that are exercisable within 60 days of April 10, 2017.27, 2018.



(8)(10)

Consists of 15,637(a) 25,934 shares held by Ms. Fisher and 43,598(b) 55,598 options to purchase shares of common stock held by Ms. Fisher that are exercisable within 60 days of April 10, 2017.27, 2018.



(9)(11)

Consists of (a) 37,28760,342 shares of common stock held by Mr. Kozin and (b) options to purchase an aggregate of 42,40054,400 shares of common stock held by Mr. Kozin that are exercisable within 60 days of April 10, 2017.27, 2018.



(10)(12)

Consists of (a) 197,108options to purchase an aggregate of 44,650 shares of common stock held by Mr. Malley and (b) options to purchase an aggregate of 48,046 shares of common stock held by Mr. MalleyDr. Sexton that are exercisable within 60 days of April 10, 2017.27, 2018.



(11)(13)

Consists of options to purchase an aggregate of 44,650 shares of common stock held by Dr. Howe that are exercisable within 60 days of April 10, 2017.27, 2018.



(12)(14)

Consists of options to purchase shares of common stock that are exercisable within 60 days of April 10, 2017.See notes 4, 6 and 8 through 13 above; also includes James Lillie, who is an executive officer but not a named executive officer.



(13)(15)

This information is based solely on a Schedule 13G/A filed with the Securities and Exchange Commission on or about February 13, 2017.2018. All 5,340,4423,574,014 shares of common stock are beneficially owned by FMR LLC. Abigail P. Johnson is a Director, the Chairman, the Chief Executive Officer and the President of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act ("Fidelity Funds") advised by Fidelity Management & Research Company ("FMR Co"), a wholly owned subsidiary of FMR LLC, which power resides with the




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Fidelity Funds' Boards of Trustees. Fidelity Management & Research Company carries out the voting of the shares under written guidelines established by the Fidelity Funds' Boards of Trustees.




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