UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to
Section 14(a) of the Securities Exchange Act of 1934

ANIKA THERAPEUTICS, INC.

April 30, 202127, 2022

Dear Fellow Stockholder:

It is my pleasure to invite you to attend the Annual Meeting of Stockholders of Anika Therapeutics, Inc. to be held on June 16, 2021,8, 2022, at 9:00 a.m., Eastern time. This year’s Annual Meeting will be a “virtual meeting” conducted via live audio webcast, consistent with last year’s practice and with prudent planning in light of the public health risks attributable to the COVID-19 pandemic.our recent practice. Each holder of common stock as of 55:00 p.m., Eastern time, on the record date of April 20, 202113, 2022 will be able to participate in the Annual Meeting by accessing a live webcast at virtualshareholdermeeting.com/ANIK2021ANIK2022 and entering the control number included on the holder’sholder���s Notice of Internet Availability of Proxy Materials or proxy card. Stockholders will also be able to vote their shares and submit questions via the Internetinternet during the meeting by participating in the webcast.

During the Annual Meeting stockholders will be asked to elect two Class I directors,II Directors, to approve an amendment to our 2017 Omnibus Incentive Plan, to approve our 2021 Employee Stock Purchase Plan, and to ratify the appointment of Deloitte & Touche LLP as our independent auditor for 2021.2022. We will also be asking stockholders to approve, by an advisory vote, our 20202021 executive compensation as disclosed in the Proxy Statement for the Annual Meeting (a “say-on-pay” vote). Each of these matters is important, and we urge you to vote in favor of the election of each of the director nominees, the approval of our 2017 Omnibus Incentive Plan amendment, and our 2021 Employee Stock Purchase Plan, the ratification of the appointment of our independent auditor, and the approval, on an advisory basis, of our 20202021 executive compensation.

We are furnishing proxy materials to our stockholders over the Internet.internet. This process expedites the delivery of proxy materials to our stockholders, lowers our costs, and reduces the environmental impact of the Annual Meeting. Today, we are sending to each of our stockholders of record as of April 13, 2022, a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement for the Annual Meeting and our 20202021 Annual Report to Stockholders, as well as instructions on how to vote via proxy either by telephone or over the Internet. Otherinternet. Some stockholders will receive copies of the Proxy Statement, a proxy card and the 20202021 Annual Report by mail or e-mail. If you received a Notice of Internet Availability of Proxy Materials by mail and would like to receive a printed copy of our proxy materials, you may request those materials by following the instructions included in your Notice of Internet Availability of Proxy Material.Materials.

It is important that you vote your shares of common stock virtually or by proxy, regardless of the number of shares you own. You will find the instructions for voting on your Notice of Internet Availability of Proxy Materials and proxy card. We appreciate your prompt attention.

The Board of Directors invites you to participate in the Annual Meeting where Anika will address appropriate general questions about the business as time allows. Thank you for your support, and we look forward to joining you at the Annual Meeting.

Sincerely,

Cheryl R. Blanchard, Ph.D.

President and Chief Executive Officer

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

The Board of Directors of Anika Therapeutics, Inc., a Delaware corporation (“Anika"), is soliciting proxies for use at Anika’s 20212022 Annual Meeting of Stockholders being held on Wednesday, June 16, 2021,8, 2022, at 9:00 a.m., Eastern time (the “Annual Meeting”). You are receiving the enclosed proxy statementProxy Statement because you were a holder of Anika’s common stock as of 55:00 p.m., Eastern time, on the record date of April 20, 202113, 2022, and therefore are entitled to vote at the Annual Meeting. You may participate in the Annual Meeting, including casting votes and asking questions, by accessing a live webcast at virtualshareholdermeeting.com/ANIK2021ANIK2022 and entering the control number included on the Notice of Internet Availability of Proxy Materials or proxy card. Online check-in to the Annual Meeting will begin at 8:45 a.m., Eastern time, and stockholders are encouraged to allow ample time to log in to the meeting webcast and test their computer and audio system. There will be no physical location for the Annual Meeting.

At the Annual Meeting the following matters will be considered:

Each share of common stock is entitled to one vote for each director position and other proposal. In accordance with rules of the Securities and Exchange Commission, or SEC, we are providing stockholders with access to proxy materials on the Internet,internet, instead of mailing printed copies. We are mailing to stockholders of record as of April 13, 2022, commencing on or about April 30, 2021,27, 2022, a Notice of Internet Availability of Proxy Materials to provide:

OtherSome stockholders will receive copies of the Proxy Statement, a proxy card and the 20202021 Annual Report by mail or e-mail. If you received a Notice of Internet Availability of Proxy Materials by mail and would like to receive a printed copy of our proxy materials, you may request those materials by following the instructions included in the Notice of Internet Availability of Proxy Materials.

Your vote is important.Whether or not you plan to participate in the Annual Meeting, please complete and return your proxy card or vote by telephone or via the Internetinternet by following the instructions on the Notice of Internet Availability of Proxy Materials. Returning a proxy card or otherwise submitting your proxy does not deprive you of your right to access the Annual Meeting and vote during the webcast at that time.

Anika will maintain a list of stockholders of record as of the record date at Anika’s corporate headquarters, 32 Wiggins Avenue, Bedford, Massachusetts, for a period beginning ten days prior to the Annual Meeting and ending at the close of the Annual Meeting.

By Order of the Board of Directors,

David Colleran

Executive Vice President, General Counsel and Secretary

Bedford, Massachusetts

April 30, 2021

By Order of the Board of Directors,

David B. Colleran

Executive Vice President, General Counsel and Secretary

Bedford, Massachusetts

April 27, 2022

32 Wiggins Avenue

Bedford, Massachusetts 01730

Proxy Statement dated April 30, 202127, 2022

20212022 Annual Meeting of Stockholders

Anika Therapeutics, Inc., a Delaware corporation, is furnishing this Proxy Statement and the related proxy materials in connection with the solicitation by its Board of Directors of proxies to be voted at its 20212022 Annual Meeting of Stockholders and any postponements or adjournments thereof. Anika Therapeutics, Inc. is providing these materials to the holders of record of its common stock as of the close of business on April 20, 202113, 2022 and is first making available or mailing the materials on or about April 30, 2021.27, 2022.

The Annual Meeting is scheduled to be held as follows:

Your vote is important.

Please see the detailed information that follows.

Table of Contents

References in this Proxy Statement to “Anika,” “we,” “us,” “our,” “our company” and similar references refer to Anika Therapeutics, Inc. and its subsidiaries, unless the context requires otherwise.

Anika, Anika Therapeutics, Arthrosurface, Parcus Medical, WristMotion, Hyalofast,Tactoset, and Cingal are our registered trademarks. For convenience, these registered trademarks appear in this Proxy Statement without ® symbols, but that practice does not mean we will not assert, to the fullest extent under applicable law, our rights to the registered trademarks. This Proxy Statement also contains trademarks and service marks that are the property of other companies, including certain trademarks licensed to us.

20212022 Proxy Summary

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

Annual Meeting of Stockholders

Annual Meeting Agenda

How to Vote Prior to the Annual Meeting

By mailing your proxy card		By telephone		By Internet
Cast your ballot, sign your proxy card and send by free post		Dial toll-free 24/7 1-800-690-6903		Visit 24/7 www.proxyvote.com
Mark, sign and date your proxy card and return it in the postage-paid envelope included in your proxy materials. Your proxy card must arrive by June 15, 2021.7, 2022.		Use a touch-tone telephone to transmit your voting instructions at any time up to 11:59 p.m., ET, on June 15, 2021.7, 2022. Follow the instructions on your Notice of Internet Delivery of Proxy Materials or proxy card.		Use the Internet to transmit your voting instructions at any time up to 11:59 p.m., ET, on June 15, 2021.7, 2022. Follow the instructions on your Notice of Internet Delivery of Proxy Materials or proxy card.

Proposal 1: Election of Two Class III Directors

Stephen O. RichardCheryl R. Blanchard, Ph.D. and Jeffery S. ThompsonGlenn R. Larsen, Ph.D. serve as Class III Directors, with terms of office expiring at this year’s Annual Meeting. Messrs. RichardDrs. Blanchard and ThompsonLarsen are the Board’s nominees for election to the Board at the Annual Meeting. Each Class III Director will be elected to hold office until the 20242025 Annual Meeting and until his successor istheir successors are duly elected and qualified. Dr. Joseph L. BowerRaymond J. Land, who also is currently a Class I director whoII Director, notified us that he has announced his intentiondecided not to retire and will not stand for re-election at the Annual Meeting.re-election. Anika is very thankful to Dr. BowerMr. Land for his 2816 years of thoughtful leadership and service to Anika.

Board Representation

DIVERSITY		INDEPENDENCE		TENURE
34 of our 7 continuing directors and director nominees voluntarily self-identify as having a diverse identity (gender, race/ethnicity, or LGBTQ+).		6 of our 7 continuing directors and director nominees qualify as independent under NASDAQ standards and SEC regulations.		The tenure of our continuing directors and director nominees (average 5.54.1 years) reflects a balance of experience and fresh perspective.

Director Skills and ExperienceDiversity

The Board of Directors is committed to maintaining a diverse and inclusive membership with varying experience, characteristics, and expertise that complement our business strategy. The matrixmatrices below providesprovide a summary of certain key skills, experience, and experiencediversity disclosures of our continuing directors and director nominees. Our directors, individually and as a group, possess numerousa wide range of skills and experienceexperiences that are highly relevant as we transform our company, expand our business into new product linestreatment areas and treatment areas.develop, manufacture, and launch new products. Our directors are strategic thinkers with high expectations for our performance and are attuned to the value and importance of diversity in all of its forms and the demands of proper Board oversight and good governance practices.

Board of Directors Skills Matrix

Board of Directors Diversity Matrix

Additional Board Governance Practices

Proposal 2: Amendment of 2017 Omnibus Incentive Plan

The Board of Directors has approved the amendment, subject to stockholder approval, of our 2017 Omnibus Incentive Plan (as amended June 16, 2020)2021) to increase the number of shares of common stock reserved by 1,100,000,950,000, from 3,500,0004,600,000 to 4,600,000.5,550,000. As of April 20, 2021,13, 2022, a total of 758,748934,089 shares of common stock remained available for grant under the plan. The 1,100,000 shares requested reflects our estimate of the number of shares we will grant under the plan after giving effect to the proposed amendment over the course of the next year based on our current share price, recent burn rate history, and new-hire and annual grant practices. Additionally, the Board approved an amendment, subject to stockholder approval, to allow all shares authorized under the plan to be granted as incentive stock options. Please see the complete amendment attached hereto as Appendix A. No other provisions of the plan are proposed to be amended.

In order to capitalize on the transformation our company has undertaken over the past two years, including transformation in such key areas as leadership, technology, product portfolio expansion, commercial infrastructure enhancements, and the expansion of our addressable market, it is crucial that we are able to remain competitive in our compensation offerings. Our ability to grant equity awards to key employees is a fundamental part of our compensation program and integral to the success of our transformation. We believe the request for 950,000 additional shares will be sufficient for us to grant equity awards to attract and incent newly hired employees and to compensate existing employees and directors for approximately one year, based on our compensation philosophy and policies. Our actual share usage will vary depending on a number of factors, including the number of employees receiving equity awards, the prevailing price per share of our common stock, the methodology used to value and determine the size of equity awards, and the mix of award types provided to participants.

Without the ability to grant equity at a competitive level, our alternatives would be limited and would likely include the need to increase the cash compensation of our employees to attract, motivate and retain the people with the skills and experiences that we need to execute our long-term strategy. We believe equity-based compensation is an important feature of our compensation program because it aligns the interests of our management team with those of our stockholders.

The following table recaps key provisions of the plan, after giving effect to the proposed amendment.

Proposal 3: Approval of 2021 Employee Stock Purchase Plan

The Board of Directors has approved the adoption, subject to stockholder approval, of the 2021 Employee Stock Purchase Plan, or ESPP. Please see the complete text of the ESPP attached hereto as Appendix B. The following table recaps key provisions of the ESPP:

Proposal 4: Ratification of Independent Auditor for 20212022

The Audit Committee has approved the retention of Deloitte & Touche LLP as our independent auditor with respect to our consolidated financial statements as of, and for the year ending, December 31, 2021.2022.

Proposal 5:4: Advisory “Say-on-Pay” Vote

The overall objective of our executive compensation policy is to attract and retain highly qualified executive officers and to motivate those officersincentivize them to provide superior performance for the benefit of our company and stockholders.

20202021 Executive Total Compensation Mix

The charts below show the annual total direct compensation (actual base salary, grant date fair value of equity incentive compensation granted in 2020,2021, and actual cash bonuses received for the 20202021 fiscal year) for our CEOChief Executive Officer and our other named executive officers, or NEOs, for 2020.2021. Of total direct compensation, 95%84% of our CEO’sChief Executive Officer’s compensation, and on average 77%66% of our other named executive officers’NEOs’ compensation, was variable, either because it was subject to performance goals, the fluctuations of our stock price, or both.

The following table providesAdditional detailed information concerningregarding our compensation philosophy and process and the compensation paid for 2020awarded to our named executive officers as determined in accordance with SEC rules and explained further below2021 is included in this proxy statement, including the Compensation Discussion and Analysis beginning on page 29, the Executive and the executive compensation tables:Director Compensation Tables beginning on page 41, and other related disclosures throughout this Proxy Statement.

Participation in the Virtual Annual Meeting

The Board of Directors considers the appropriate format of our annual meeting of stockholders on an annual basis. This year, in light of the COVID-19 pandemic, the Board again chose a virtual meeting format for the Annual Meeting in response to public health and travel concerns and in an effort to facilitate stockholder attendance and participation by enabling stockholders to participate fully, and equally, from any location around the world, at no cost. The virtual meeting format will allow our stockholders to engage with us at the Annual Meeting from any geographic location, using any convenient internet connected devices, including smart phones and tablets, and laptop or desktop computers. The virtual meeting format also will allow stockholders to maintain their own personal safety in light of the public health risks attributable to the COVID-19 pandemic. The virtual format allows stockholders to submit questions during the meeting.

The live audio webcast of the Annual Meeting will be available for listening by the general public, but participation in the Annual Meeting, including voting shares and submitting questions, will be limited to stockholders. To ensure they can participate, stockholders and proxyholders should visit virtualshareholdermeeting.com/ANIK2021 and enter the control number included on their Notice of Internet Availability of Proxy Materials or proxy card. If you wish to participate in the meeting and your shares are held in street name, you must obtain, from the broker, bank or other organization that holds your shares, the information required, including a control number, in order for you to be able to participate in, and vote at, the Annual Meeting.

Stockholders can vote their shares and submit questions via the Internet during the Annual Meeting by accessing the annual meeting website at virtualshareholdermeeting.com/ANIK2021. We will answer any timely submitted and relevant questions on a matter to be voted on at the Annual Meeting before voting is closed on the matter. Following adjournment of the formal business of the Annual Meeting, we will address appropriate general questions from stockholders regarding Anika as time allows. Questions relating to stockholder proposals or Anika may be submitted in the field provided in the web portal at or before the time the questions are to be discussed. If we receive substantially similar questions, we may group those questions together and provide a single response to avoid repetition. Additional information regarding the submission of questions during the Annual Meeting can be found in our 2021 Annual Meeting of Stockholders Rules of Conduct and Procedure, a copy of which is attached hereto as Appendix C. Any material changes or updates to the 2021 Rules of Conduct and Procedure will be posted on our website and disclosed in a periodic report filed with the SEC on Form 8-K.

Online check-in to the Annual Meeting webcast will begin at 8:45 a.m., Eastern time, and you should allow ample time to log in to the meeting webcast and test your computer audio system. During online check-in and continuing through the length of the Annual Meeting, we will have technicians standing by to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting log in page.

We have designed our virtual format to enhance, rather than constrain, stockholder access, participation and communication. For example, stockholders will be able to communicate with us during the Annual Meeting so they can ask questions. An audio replay of the Annual Meeting will be made publicly available at https://ir.anikatherapeutics.com/financial-information/annual-reports until our 2022 annual meeting of stockholders. This audio replay will include each stockholder question addressed during the Annual Meeting.

We are utilizing technology from Broadridge Financial Solutions, Inc., or Broadridge, the leading virtual meeting solution. The Broadridge platform is expected to accommodate most, if not all, stockholders. Both we and Broadridge will test the platform technology before going “live” for the Annual Meeting.

Questions and Answers about the Annual Meeting

Online check-in to the Annual Meeting webcast will begin at 8:45 a.m., Eastern time. We encourage you to allow ample time to log in to the meeting webcast and test your computer audio system.

These materials were first made available on the Internet or mailed to stockholders on or about April 30, 2021.

The Notice of Internet Availability of Proxy Materials tells you how to access and review the proxy materials on the Internet and how to vote on the Internet. The Notice also provides instructions you may follow to request paper or e-mailed copies of our proxy materials.

An organization that holds your beneficially owned shares in street name will vote in accordance with the instructions you provide. If you do not provide the organization with specific voting instructions with respect to a proposal, under the rules of the NASDAQ Stock Market, Inc., or NASDAQ, the organization’s authority to vote your shares will depend upon whether the proposal is considered a “routine” or non-routine matter.

For the purpose of determining a quorum, we will treat as present at the Annual Meeting any proxies that are voted on any of the five proposals to be acted upon by the stockholders, including abstentions or proxies containing broker non-votes.

If you hold shares in street name, you may vote by following the voting instructions provided by your bank, broker, or other nominee. In general, you may vote prior to the Annual Meeting as follows:

For your information, voting via the Internet is the least expensive to us, followed by telephone voting, with voting by mail being the most expensive. Also, you may help us to save the expense of a second mailing if you vote promptly.

The virtual format allows stockholders to submit questions during the meeting. We are utilizing technology from Broadridge Financial Solutions, Inc., or Broadridge, the leading virtual meeting solution. The Broadridge platform is expected to accommodate most, if not all, stockholders. Both we and Broadridge will test the platform technology before going “live” for the Annual Meeting.

If you are a beneficial owner of shares held in street name, you should contact your bank, broker, or other nominee for instructions as to whether, and how, you can change or revoke your proxy.

If you are a beneficial owner of shares held in street name and do not provide specific voting instructions to the broker, bank, or other organization that is the stockholder of record of your shares, the organization generally may not vote on some proposals. Instead, the organization will inform the inspector of election that it does not have the authority to vote on the specific matter. As a result, beneficial owners of shares held in street name that do not provide specific voting instructions may not have an effect on the outcome of certain proposals. See “Q. What does it mean for a broker or other nominee to hold shares in ‘street name’?” above.

Proposal 1: Election of Directors

Our company is managed under the oversight of the Board of Directors, which is led by an independent chair. The directors utilize their deep experience in business and science, – including biotech, pharmaceuticals, and medical devices, – as well as their diverse backgrounds to provide management with guidance and oversight in delivering innovative therapiesproducts to meet the needs of clinicians and the patients that they treat, and in executing on our strategy for long-term value creation.

The Board sets high standards for management and employees tied to our core values of principled and ethical behavior, and we applythe Board applies those same standards to the Board,itself, undertaking regular and rigorous reviews of the directors’each committee’s and each director’s performance, both collectively and individually. This is evidenced in our ongoing approach to Board refreshment, having added fourthree of our current eight directors in the past three years. The current mix of longer-serving and recently added directors provides an appropriate balance of perspectives as the Board holds management accountable for delivering long-term value and keeping the interests of our stockholders and stakeholders, including clinicians and their patients, employees and business partners, at the center of our priorities.

The Board is currently comprised of eight directors and is divided into three classes: Class I, Class II and Class III. Each class of directors serves for a three-year term, with one class of directors being elected by our stockholders at each annual meeting. Stephen Richard and Jeffery Thompson serve as Class I Directors, with terms of office expiring at the year’s Annual Meeting. Joseph Bower, who currently serves as a Class I director, will not stand for re-election at this year’s Annual Meeting. Cheryl R. Blanchard, Raymond LandPh.D. and Glenn R. Larsen, Ph.D. serve as Class II Directors, with terms of office expiring at the 2022 Annual Meeting. Raymond J. Land, who currently serves as a Class II Director, will not stand for re-election at the Annual Meeting. John B. Henneman, III and Susan L. N. Vogt and John Henneman serve as Class III Directors, with terms of office expiring at the 2023 Annual Meeting. Sheryl L. Conley, Stephen O. Richard and Jeffery S. Thompson serve as Class I Directors, with terms of office expiring at the 2024 Annual Meeting.

Messrs. RichardDrs. Blanchard and ThompsonLarsen are the Board’s nominees for election to the Boardas Class II Directors at the Annual Meeting. Each Class III Director will be elected to hold office until the 20242025 Annual Meeting and until hisa successor is duly elected and qualified. Unless otherwise instructed, the persons named in the accompanying proxy will vote, as permitted by our bylaws, to elect Messrs. RichardDrs. Blanchard and ThompsonLarsen as the Class III Directors. If either Mr. Richard or Mr. Thompson becomes unavailable or declines to serve, the persons acting under the accompanying proxy may vote the proxy for the election of a substitute in their discretion. The Board has no reason to believe that either Mr. RichardDr. Blanchard or Mr. ThompsonDr. Larsen will be unable or unwilling to serve if elected.

There are no arrangements or understandings between any nominee and any other person pursuant to which the nominee was selected.

Vote Required

At the Annual Meeting, the election of a director requires the affirmative vote of a majority of the shares of common stock that are voting in the election of directors, meaning that, to be elected, the shares voted “FOR” a nominee must exceed the number of shares voted “AGAINST” that nominee. Abstentions and Brokerbroker non-votes will not be treated as votes cast and will have no impact on the proposal. Under our Majority Voting in Uncontested Director Elections Policy, if a director receives a greater number of votes “against”“AGAINST” than “for”“FOR” election, the director must promptly offer the director’s resignation for consideration by the Governance and Nominating Committee. Please see the section captioned “Majority Voting in Uncontested Director Elections Policy” for more details on this policy and its impact on the election of director nominees.

Board Recommendation

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF STEPHEN O. RICHARDCHERYL R. BLANCHARD, PH.D. AND JEFFERY S. THOMPSON,GLENN R. LARSEN, PH.D., THE DIRECTOR NOMINEES.

Information Regarding Directors

The following table sets forth the name of our current directors and includes the nominees for re-election as directors at the Annual Meeting, together with their ages (as of the record date) and the years in which they became a director. As noted elsewhere, Dr. Bower willRaymond J. Land, who currently is a Class II Director, is not standstanding for re-election at the Annual Meeting.

Director Name	Age	Director Since	Term Expires
Class I Directors
Joseph L Bower	82	1993	2021
Stephen O. Richard	58	2020	2021
Jeffery S. Thompson	55	2011	2021
Class II Directors
Cheryl R. Blanchard Ph.D.	56	2018	2022
Raymond J. Land	76	2006	2022
Glenn R. Larsen, Ph.D.	66	2015	2022
Class III Directors
John B. Henneman III	59	2020	2023
Susan N. Vogt	67	2018	2023

Director Name	Age	Director Since	Term Expires
Class I Directors
Sheryl L. Conley	61	2021	2024
Stephen O. Richard	59	2020	2024
Jeffery S. Thompson	56	2011	2024
Class II Directors
Cheryl R. Blanchard Ph.D.	57	2018	2022
Glenn R. Larsen, Ph.D.	67	2015	2022
Class III Directors
John B. Henneman, III	60	2020	2023
Susan L. N. Vogt	68	2018	2023

 

 

159

 

Cheryl R. Blanchard, Ph.D.

Anika Board Service: ·     Tenure: 2.53.5 years

PRESIDENT and CEOCHIEF EXECUTIVE OFFICER

Age: 5657

Sheryl L. Conley

		Anika Board Service: ·     Tenure: 0.5 years ·     Committees: ○     Audit
INDEPENDENT		Age: 61

Professional Experience

·

Director since August 2018

·

President and Chief Executive Officer of Anika since April 2020, and Interim Chief Executive Officer of Anika from February 2020 through April 2020

·

Principal at Blanchard Consulting, LLC, a provider of scientific, regulatory, and business strategy consulting services to medical device companies and private equity clients, from 2012 to 2020

·

President and Chief Executive Officer of Microchips Biotech, Inc., a venture-backed biotechnology company developing regenerative medicine and drug delivery products, from 2014 until its sale to Daré Bioscience, Inc. in November 2019

·

Various offices, including Senior Vice President, Chief Scientific Officer, and general manager of Zimmer Biologics, of Zimmer, Inc., a medical device company focused on musculoskeletal products, from 2000 to 2012

Professional Experience

·

Director since October 2021

·

President and Board Member of AcceLINX, Inc., a musculoskeletal health business accelerator, from March 2017 - present

·

President and Chief Executive Officer of OrthoWorx, Inc., a community-based initiative that works strategically and collaboratively with the orthopedic industry, from September 2012 to May 2017

·

Various management roles at Zimmer, Inc., a medical device company focused on musculoskeletal products, including Group President, Americas and Global Brand Management, and Chief Marketing Officer from December 2005 to May 2008

Other Current Public Company Board Service

·

Daré Bioscience, Inc. (NASDAQ: DARE), a clinical-stage biopharmaceutical company committed to the advancement of innovative products for women's health, from November 2019 – present

·

Vigil Neuroscience, Inc. (NASDAQ: VIGL), a clinical-stage biotechnology company that went public in January 2022, committed to harnessing the power of microglia for the treatment of neurodegenerative diseases, from November 2020 – present

Other Public Company Board Service

·

Neuronetics, Inc. (NASDAQ: STIM), a medical technology company focused on developing products that improve the quality of life for patients suffering from psychiatric disorders, from October 2019 - present

·

Surgalign Holdings, Inc. (NASDAQ: SRGA), a global medical technology company focused on elevating the standard of care by driving the evolution of digital surgery, from May 2021 - present

Former Recent Public Company Board Service

·

Neuronetics, Inc. (NASDAQ: STIM), a commercial stage medical technology company focused on products for psychiatric disorders, from February 2019 to June 2020

·

SeaSpine Holdings Corporation (NASDAQ: SPNE), a global medical technology company focused on surgical solutions for the treatment of spinal disorders, from June 2015 – May 2019

Education

·

Ph.D. and M.S. in Materials Science and Engineering from the University of Texas-Austin

·

B.S. in Ceramic Engineering from Alfred University

Education

·

M.B.A. from Ball State University

·

B.S. in Biology and Chemistry from Ball State University

Relevant Skills

·

Strong scientific and business background in biologics and regenerative medicine industry

·

Extensive experience in management, including as a Chief Executive Officer, business development and developing and commercializing medical device and regenerative medicine and drug delivery products at multiple companies in the life science industry

·

Significant experience in innovative research and product development and commercial development

Relevant Skills

·

More than 35 years in the orthopedic medical device and healthcare industries

·

Significant executive leadership experience running full profit-and-loss business segments, global brand management, marketing, sales, product development, and operations

·

Extensive experience in global medical device development and commercialization

10

John B. Henneman, III

		Anika Board Service: ·     Tenure: 0.51.5 years ·     Committees: ○     Compensation (Chair) ○     Governance and Nominating
INDEPENDENT		Age: 60

Glenn R. Larsen, Ph.D.

		Anika Board Service: ·     Tenure: 7 years ·     Committees: ○Compensation ○     Governance and Nominating
INDEPENDENT		Age: 5967

Professional Experience

·

Director since September 2020

·

Senior Advisor to Prettybrook Partners, a private equity firm investing in medical technology and healthcare services companies, sincefrom May 2018 - present

·

Consultant to SparkMed Advisors LLC, a provider of consulting and other services to start-up medical device and biotechnology companies, sincefrom January 2019 - present

·

Executive Vice President and Chief Financial Officer of NewLink Genetics Corporation, a public biotechnology company, from October 2014 to July 2018 and Chief Administrative Officer of NewLink from July 2018 through his retirement in November 2018

·

Various offices of Integra LifeSciences Holdings Corp., a medical devices company, from 1998 to 2014, including Chief Financial Officer from 2007 to 2014 and earlier as General Counsel and Chief Administrative Officer

Other Public Company Board Service

·

Daré Bioscience, Inc. (NASDAQ: DARE), a clinical-stage biopharmaceutical company committed to the advancement of innovative products for women's health, since November 2019

·

Neuronetics, Inc. (NASDAQ: STIM), a commercial stage medical technology company focused on products for psychiatric disorders, from February 2019 to June 2020

 

Other Public Company Board Service

·

Aprea Therapeutics Inc. (NASDAQ:APRE), a biotechnology company focused on novel cancer therapeutics, sincefrom August 2019 – present (lead independent director sincefrom September 2020)2020 - present)

·

R1 RCM, Inc. (NASDAQ:RCM), a provider of revenue cycle management services to healthcare providers, sincefrom February 2016 – present (lead independent director from February 2022 – present)

·

SeaSpine Holdings Corporation (NASDAQ:SPNE), a spinal implant and orthobiologics company, sincefrom July 2015

Education

	·	Ph.D. and M.S. in Materials Science and Engineering from the University of Texas-Austin
	·	B.S. in Ceramic Engineering from Alfred University - present

Education

	·	J.D. from University of Michigan Law School
	·	A.B. in Politics from Princeton University

Relevant Skills

·

Strong scientific background in biologics and regenerative medicine Industry

	·	Extensive experience in management, including as a CEO, business development and developing and commercializing medical device and regenerative medicine and drug delivery products at multiple companies in the life science industry
	·	Significant experience in innovative research and product development

Relevant Skills

·

More than 25 years of senior management experience in the medical technology and biotechnology industries

	·	Significant experience in serving on boards of directors, including boards of publicly held life science companies
	·	Extensive experience in the areas of finance, financial accounting, business transactions, law, and mergers and acquisitions

16

Raymond J. Land

		Anika Board Service: ·   Tenure: 15 years ·   Committees: ○ Audit (Chair, Financial Expert) ○ Compensation
INDEPENDENT		Age: 76

Professional Experience

·

Director since January 2006

·

Retired Certified Public Accountant

·

Interim Chief Financial Officer of BioAmber Inc., a developer of chemicals from renewable feedstocks, for three months during 2017

·

Senior Vice President and Chief Financial Officer of Clarient, Inc., an advanced molecular diagnostics company, from 2008 until his retirement in 2010

·

Senior Vice President and Chief Financial Officer of Safeguard Scientifics, Inc., a venture capital firm, from 2007 to 2008

·

Executive Vice President and Chief Financial Officer of Medcenter Solutions, Inc., a pharmaceutical marketing company, during 2006

·

Senior Vice President and Chief Financial Officer of Orchid Cellmark, a DNA testing company, from 2005 to 2006

·

Senior Vice President and Chief Financial Officer of Genencor International, Inc., a biotechnology company focusing on bioproducts and healthcare, from 1997 until its acquisition in 2005

Other Public Company Board Service

·

BioAmber Inc. (OTC:BIOAQ), a developer of chemicals from renewable feedstocks, from 2011 and chairman from 2012 through July 2018

Glenn R. Larsen, Ph.D.

		Anika Board Service ·   Tenure: 6 years ·   Committees: ○ Compensation ○ Governance and Nominating
INDEPENDENT		Age: 67

Professional Experience

·

Director since February 2015

·

Chairman, President, Chief Executive Officer and co-foundercofounder of Aquinnah Pharmaceuticals, Inc., a pharmaceutical company focused on the development of treatments for ALS, Alzheimer’s and other neurodegenerative diseases, sincefrom February 2014 - present

·

Chairman, President, and Chief Executive Officer of 180 Therapeutics L.P., a clinical stage musculoskeletal drug development company, from 2013 until its merger with NASDAQ-listed 180 LifeSciences in 2020.2020

·

Chief Scientific Officer and Executive Vice President of Research and Development of SpringLeaf Therapeutics, Inc., a producer of combination drug delivery devices, from 2010 to 2013

·

Chief Operating Officer, Executive Vice President of Research and Development and director of Hydra Biosciences, Inc., a biopharmaceutical company focused on developing pain therapeutic drugs, from 2003 to 2010

·

Series of drug discovery and development leadership positions, including Vice President Musculoskeletal Sciences, at Wyeth (now Pfizer)/Genetics Institute, where he directed Wyeth’s second-largest therapeutic area with responsibility for Enbrel, an anti-TNF therapeutic for arthritic pain with multi-billion dollar annual sales, and the development of Infuse Bone Graft, the 1st1st regenerative biologic medicine approved for numerous orthopedic bone regeneration indications

Education

·

B.S.J.D. from University of Michigan Law School

·

A.B. in accounting and financePolitics from TemplePrinceton University

Education

·

Ph.D. in Biochemistry from Stony Brook University

·

P.M.D. from Harvard University

Relevant Skills

·

Education, training andMore than 25 years of senior management experience in accountingthe medical technology and finance, including as Certified Public Accountantbiotechnology industries

·

More than 35 yearsSignificant experience in serving on boards of experience as chief financial officer and other senior accounting and finance roles at multiple companies,directors, including several in theboards of publicly held life science industrycompanies

·

TransactionalExtensive experience in mergerthe areas of finance, financial accounting, business transactions, law, and acquisitionsmergers and financingsacquisitions

Relevant Skills

·

Strong scientific background in pharmaceuticals, biotech, orthopedics, pain management and regenerative medicine

·

Extensive experience in management, product development and business development at multiple companies in the life science industry

·

Significant experience in innovative research and product development and commercial development

 

1711

 

Stephen O. Richard

		Anika Board ServiceService: ·     Tenure: 0.51.5 years ·     Committees: ○Audit (Financial Expert)
INDEPENDENT		Age: 5859

Jeffery S. Thompson

		Anika Board Service: ·     Tenure: 11 years ·     Chair of the Board
INDEPENDENT		Age: 56

Professional Experience

·

Director since September 2020

·

Senior Vice President, Chief Risk Officer sincefrom May 2019 - present and Chief Audit Executive sincefrom 2016 to present of Becton, Dickinson and Company, a medical technology company

·

Various offices in the areas of finance, operations and business development of the National Basketball Association organization from 1998 to 2016, including Senior Vice President, Business Development and Global Operations of NBA Properties, Inc. from 2013 to 2016, Chief Financial Officer of NBA China from 2010 to 2013 and Interim Chief Executive Officer of NBA China from 2010 to 2011

·

Earlier in his career, Mr. Richard served as, among other positions, Regional Audit Director, U.S. Consumer Businesses at Citigroup Inc., District Manager, Financial Planning and Analysis at AT&T Corporation, and Senior Manager at Deloitte & Touche LLP

Jeffery S. Thompson

		Anika Board Service ·   Tenure: 10 years ·   Chair of the Board
INDEPENDENT		Age: 55

Professional Experience

·

Director since January 2011

·

Partner with HealthEdge Investment Partners, LLC, or HealthEdge, a private equity firm providing strategic capital exclusively to the healthcare industry, since 2008, where he sits on the investment team and serves as a director for numerous HealthEdge affiliated companies, including ITRACs, Legacy Xspire Holdings, LifeSync and Westone, from 2008 - present

·

Previously, Chairman, Chief Executive Officer and President of Advanced Bio-Technologies, Inc. and Enaltus LLC, both HealthEdge portfolio company specializing in skincare solutions sold to consumers and direct to physicians from 2008 to 2017

·

Non-executive director of Sinclair Pharma, plc, a publicly traded international aesthetic dermatology company from September 2014 until its acquisition by China Grand in November 2018

·

Director of Stiefel Laboratories, Inc., an independent pharmaceutical company specializing in dermatology, and President of Glades Pharmaceuticals, both of which were sold to GlaxoSmithKline in 2008

·

Earlier in his career, Mr. Thompson held sales and business management positions at Bausch & Lomb Pharmaceuticals and SmithKline Beecham

Education

·

M.B.A. in Finance from Columbia Business School.

·

B.S. in Accounting from Northeastern University

Education

·

B.S. in General Science from University of Pittsburgh

Relevant Skills

·

Education, training and experience in accounting and finance, reflected in status as a Certified Public Accountant, multiple senior accounting roles and the Chairman of the Committee on Governance, Risk and Compliance of Financial Executives International, an association of financial executives serving public and private companies

·

Significant senior management experience, including in the medical technology industry

Relevant Skills

·

Extensive experience serving on boards of directors of numerous life sciences, biotechnology, and healthcare services companies

·

Significant experience as chief executive officer of life sciences and healthcare services companies

·

More than a decade of experience advising HealthEdge portfolio and other life science companies on business development strategies and transactions

 

1812

 

Susan L. N. Vogt

		Anika Board Service: ·     Tenure: 2.53.5 years ·     Committees: ○     Audit (Financial Expert) ○     Governance and Nominating (Chair)
INDEPENDENT		Age: 6768

Professional Experience

·

Director since October 2018

·

Chief Executive Officer and President of Aushon Biosystems, Inc., a developer of a multiplex immunoassay platform, from 2013 until its acquisition in January 2018

·

Chief Executive Officer, President, and a director of SeraCare Life Sciences, Inc., a NASDAQ-listed life sciences developer of products facilitating human diagnostics and therapeutics, from 2006 to 2011

·

Former director of Andor Technology (LSE:AND) from 2010 to 2013

·

From 1981 to 2005, various management and officer positions at Millipore Corporation (now part of MilliporeSigma, the life science business of Merck KGaA), an NYSE-listed developer of technologies for life science research, drug development and manufacturing for the biotechnology and pharmaceutical industries, including, among other leadership roles, President of the Biopharmaceutical Division, Vice President and General Manager of the Laboratory Water Division, Vice President and General Manager of the Analytical Products Division.

Other Public Company Board Service

·

Sharps Compliance, Inc. (NASDAQ: SMED) a leading full-service national provider of comprehensive waste management services, including medical, pharmaceutical, and hazardous, sincefrom October 2019 - present

·

Charlotte’s Web Holdings, Inc. (TSX: CWEB) a leading provider of CBD wellness products, sincefrom September 2020 - present

Education

·

M.B.A. from Boston University, concentration in Finance

·

A.B. in Art History from Brown University

Relevant Skills

·

More than thirty-five years of experience in the global life science research, pharmaceutical, biotech and clinical diagnostics industries

·

Proven record of driving operational efficiency and productivity, successfully scaling commercial operations, enhancing profitability by streamlining, restructuring and consolidating operations, and delivering sustained revenue and cash flow growth at multiple companies

·

Deep understanding of finance and accounting as a result of her education, financial-based roles during her career and serving on audit committees of several companies

1913

 

Governance

Corporate Governance and Board Matters

The Board of Directors annually reviews the independence of all non-employee directors. In April 2020, the Board established categorical standards consistent with the corporate governance standards of NASDAQ to assist the Board in making determinations of the Companyindependence of Board members. A copy of our Standards for Director Independence, which was adopted by the Board in April 2020, is available on the investor relations portion of our website at https://ir.anika.com/governance-documents. These categorical standards require that, to be independent, a director may not have a material relationship with our company. Even if a director meets all categorical standards for independence, the Board reviews other relationships with Anika in order to conclude that each independent director has no material relationship with Anika either directly or indirectly.

The Board has determined that each of the continuing directors and director nominees, other than our President and Chief Executive Officer, Cheryl R. Blanchard, Ph.D., is “independent” within the meaning of the director independence standards of NASDAQ and the SEC. The Board based these determinations primarily on a review of the responses of each director and director nominee to questions regarding employment and compensation history, affiliations, and family and other relationships, and on other relevant discussions with the directors and director nominees.

Independent directors meet regularly in executive sessions without management participation. The executive sessions generally occur in connection with regularly scheduled meetings of the Board and committees of the Board, and at other times the independent directors deem appropriate. The executive sessions are chaired either by the Chair of the Board or by the chair of the Board committee, as applicable.

The Board and its committees review matters related to our corporate governance annually at regularly scheduled meetings. The Board’s review process includes an evaluation of our bylaws, committee charters, diversity programs, corporate social and environmental responsibility initiatives, and other matters related to our governance. During this review, the Board assesses input from management and outside consultants to discern whether any actions should be taken on any of these topics. Furthermore, the Board conducts periodic evaluations that focus on the effectiveness of the Board as a whole and of its committees. Board members complete a detailed questionnaire that provides for quantitative rankings in key areas and seeks subjective comments in each of those areas. In addition, members of each Board committee complete a detailed questionnaire to evaluate how well their committee is operating and to make suggestions for improvement. The evaluation process is managed by the Chair of the Governance and Nominating Committee, with advice and assistance from outside counsel. Outside counsel may conduct separate, confidential interviews with some or all of the directors to follow-up on responses and comments reflected in the questionnaires to the extent it is determined helpful or necessary. An anonymized summary of the principal findings from the evaluation process is prepared by outside counsel and is used as the basis for self-assessment discussions by the Board and its committees.

The Board met 8 times during 2021. Each of the directors attended all of the Board meetings in 2021 during the director’s term. The Board continued to make it a priority to oversee and support the senior management team in addressing the challenges presented by the COVID-19 pandemic and its impact on the company’s short and long-term strategic plans. The Board discussions included continued focus on items such as key business updates, financial updates, including monitoring our liquidity and cash position, recruitment and retention of employees, and support provided to the management team to ensure an appropriate and well-measured response to the effects of the COVID-19 pandemic. The key goal, which we believe was achieved again in 2021, was to support employee health and safety, while avoiding significant operational disruptions to the business.

Our annual meetings of stockholders are generally held to coincide with one of the Board’s regular quarterly meetings. Although we have no formal policy requiring attendance, directors are encouraged to attend annual meetings of stockholders and each of the then-serving or nominated directors attended the 2021 Annual Meeting.

The Board’s Leadership Structure

Jeffery S. Thompson has served as the Chair of the Board since September 2020. Separating the roles of Chair of the Board and Chief Executive Officer allows our Chief Executive Officer to focus on the strategic management of our day-to-day business, while allowing the Chair of the Board to focus on leading the Board of Directors in its fundamental role of providing advice to, and independently overseeing, management. The Board recognizes the time, effort, and energy that the Chief Executive Officer is required to devote to the position in the current business environment, as well as the commitment required to serve as Chair of the Board, particularly as the Board’s oversight responsibilities continue to grow. The Board believes that having separate positions, with an independent, non-executive director serving as Chair of the Board, is the appropriate leadership structure for our company at this time and allows the Board to fulfill its role with appropriate independence.

The Board’s Role in Environmental, Social and Governance (ESG) Oversight

The Board of Directors believes that our company has a broad responsibility that takes into account the positive effect we seek to have on the people we employ, serve and support, and the environment and the communities where we live and work. The full Board has oversight of our Environmental, Social and Governance, or ESG, initiatives, which are the direct responsibility of a cross-functional group comprised of members of our senior management team under the leadership of our Vice President, Investor Relations, ESG and Corporate Communications. For additional detailed information regarding our ESG initiatives, please see the section captioned “Our Commitment to Corporate Social Responsibility – Focus on Environmental, Social, and Governance (ESG)” below.

The Board’s Role in Risk Oversight

The role of the Board of Directors in our risk oversight process includes receiving reports from management and the Chairs of Board committees on areas of material risk to our company, including operational, financial, commercial, legal, regulatory, strategic, cyber security and reputational risks. The Board has delegated primary responsibility to the Audit Committee to review these reports and discuss with management the process by which management assesses and manages our risk exposure, risk management, and risk mitigation strategies. The Audit Committee also works with other committees to assess areas of risk under the particular purview of those committees. When the Audit Committee receives a report from management or another committee, the Chair of the Audit Committee reviews the report and then summarizes the review results in a presentation to the full Board. This enables the Board and its committees to coordinate the risk oversight role to ensure that all directors receive all significant risk-related information. The Board also administers its risk oversight function through the required approval by the Board (or a committee of the Board) of significant transactions and other material decisions and through regular periodic reports from our independent registered public accounting firm and other outside consultants regarding various areas of potential risk, including, among others, those relating to our internal controls and financial reporting. In addition, as part of its charter, the Audit Committee discusses with management significant financial and our independent registered public accounting firm significantoperational risks and exposures, as well as the steps management has taken to minimize those risks.

Board’s Increased Involvement due to COVID-19 and Executive Team Changes

In 2020, the Board made it a priority to oversee and support the company’s management and thereby manage risk following the onset of the COVID-19 pandemic. The COVID-19 pandemic impacted not just our employees and our traditional operations, but also significantly impacted our business as many of the medical procedures in which our products are used were either cancelled or delayed due to global quarantine orders or other shut-downs of healthcare facilities. The Board’s oversight and frequent involvement with management during 2020 was especially important in light of our acquisitions of Parcus Medical and Arthrosurface early in the year and the changes in our executive management team throughout the year, including the appointment of Dr. Cheryl Blanchard as our President and Chief Executive Officer following the unexpected passing of Joseph Darling in January 2020. The Board’s increased involvement took the form of additional meetings with the executive management team held on a more frequent basis than was its historical practice, including bi-weekly meetings for a number of months during the spring, to review and discuss steps that management was taking to support employee health and safety and to review business progress reports, bi-weekly financial updates and projections, and other strategic responses to the COVID-19 pandemic.

Board Leadership Structure

Jeffery Thompson has served as the Chair of the Board since September 2020. Separating the roles of Chair and Chief Executive Officer allows our Chief Executive Officer to focus on the strategic management of our day-to-day business, while allowing the Chair to focus on leading the Board of Directors in its fundamental role of providing advice to, and independently overseeing, management. The Board recognizes the time, effort, and energy that the Chief Executive Officer is required to devote to the position in the current business environment, as well as the commitment required to serve as our Chair, particularly as the Board’s oversight responsibilities continue to grow. The Board believes that having separate positions, with an independent, non-executive director serving as the Chair, is the appropriate leadership structure for our company at this time and allows the Board to fulfill its role with appropriate independence.

Corporate Governance and Board Matters

The Board of Directors annually reviews the independence of all non-employee directors. In April 2020, the Board established categorical standards consistent with the corporate governance standards of Nasdaq to assist the Board in making determinations of the independence of Board members. A copy of our Standards for Director Independence, which was adopted by the Board in April 2020, is available on the investor relations portion of our website at https://ir.anikatherapeutics.com/corporate-governance. These categorical standards require that, to be independent, a director may not have a material relationship with our company. Even if a director meets all categorical standards for independence, the Board reviews other relationships with Anika in order to conclude that each independent director has no material relationship with Anika either directly or indirectly.

The Board has determined that each of its members, including the director nominees, but excluding our President and Chief Executive Officer Cheryl R. Blanchard, is “independent” within the meaning of the director independence standards of NASDAQ and the SEC. The Board based these determinations primarily on a review of the responses of each director to questions regarding employment and compensation history, affiliations, and family and other relationships, and on other relevant discussions with the directors.

Independent directors meet regularly in executive sessions without management participation. The executive sessions generally occur in connection with regularly scheduled meetings of the Board and committees of the Board, and at other times the independent directors deem appropriate. The executive sessions are chaired either by the Chair of the Board or by the chair of the Board committee having jurisdiction over the particular subject matter to be discussed at the particular meeting or portion of a meeting.

The Board reviews matters related to our corporate governance annually at a regularly scheduled meeting of the Board. This includes an evaluation of our bylaws, committee charters, diversity programs, corporate social responsibility initiatives, and other matters related to our governance. During this review, the Board assesses input from management and outside consultants to discern whether any actions should be taken on any of these topics. Furthermore, the Board conducts periodic evaluations that focus on the effectiveness of the Board as a whole and of its committees. Board members complete a detailed questionnaire that provides for quantitative rankings in key areas and seeks subjective comments in each of those areas. In addition, members of each Board committee complete a detailed questionnaire to evaluate how well their committee is operating and to make suggestions for improvement. The evaluation process is managed by the Chair of the Governance and Nominating Committee, with advice from outside counsel. Outside counsel may conduct separate, confidential interviews with some or all of the directors to follow-up on responses and comments reflected in the questionnaires to the extent it is determined helpful or necessary. An anonymized summary of the principal findings from the evaluation process is prepared by outside counsel and is used as the basis for self-assessment discussions by the Board and its committees.

The Board met 23 times during 2020. No director attended less than 90% of the total number of Board meetings during the director’s term. As described elsewhere in this Proxy Statement, the Board made it a priority to oversee and support the executive management team following the onset of the COVID-19 pandemic, including through bi-weekly meetings with key executive members for a number of months during the spring. The Board placed great importance on taking this approach in light of our ongoing company transformation following our early 2020 acquisitions of Parcus Medical and Arthrosurface and the changes in our management team, including the appointment of Dr. Cheryl Blanchard as President and Chief Executive Officer. In these meetings, the Board focused on key business updates, regular financial updates, including monitoring our liquidity and cash position, and providing support to the management team to ensure an appropriate and well-measured response to the COVID-19 pandemic. The key goal, which we believe was achieved, was to support employee health and safety, while avoiding significant operational disruptions to the business.

Our Annual Meetings of Stockholders are generally held to coincide with one of the Board’s regular quarterly meetings. Although we have no formal policy requiring attendance, directors are encouraged to attend Annual Meetings of Stockholders. Each of the then-serving or nominated directors attended the 2020 Annual Meeting.

Board Committees

The Board of Directors currently has three standing committees:

The membership of each standing committees was as follows as of April 20, 2021:13, 2022:

The Board has adopted a written charter for each standing committee, which is reviewed yearly by that committee. You can find these charters on the investor relations portion of our website at https://ir.anikatherapeutics.com/corporate-governanceir.anika.com/board-committees. The information contained on the website is not incorporated by reference in, or considered to be a part of, this Proxy Statement.

Audit Committee

The Audit Committee held 54 meetings in 2020. No member attended less than 90%2021. Each of the total numbermembers attended all of the Audit Committee meetings held in 2021 while the member served on the Audit Committee. The Audit Committee holds separate sessions of its meetings, outside the presence of management, with our independent auditor in conjunction with each regularly scheduled Audit Committee meeting in which the independent auditor participates. During 2020,2021, the Audit Committee regularly met privately with our management and held executive sessions with only non-employee directors in attendance as appropriate. No director is eligible to serve on the Audit Committee if that director simultaneously serves on the audit committees of four or more other public companies.

The current members of the Audit Committee are Raymond J. Land, who serves as Chair, Sheryl L. Conley, Stephen O. Richard and Susan L. N. Vogt. The Board has determined that each member is independent, as defined for purposes of the SEC and NASDAQ, is financially literate, and has the requisite financial sophistication to serve on the Audit Committee. The Board has also determined that each memberof Messrs. Land and Richard and Ms. Vogt qualifies under SEC rules as an “audit committee financial expert,” which designation is an SEC disclosure requirement related to their experience and understanding of certain accounting and auditing matters. The designation does not impose upon any of the three members any duties, obligations, or liabilities that are greater than those otherwise imposed on them as members of the Audit Committee and the Board.

Compensation Committee

The Compensation Committee held 164 meetings in 2020. No member attended less than 90%2021. Each of the total numbermembers attended all of the Compensation Committee meetings held in 2021 while the member served on the Compensation Committee. During 2020,2021, the Compensation Committee regularly held executive sessions with only non-employee directors in attendance as appropriate, including when evaluating the performance of Dr. Cheryl R. Blanchard. In 2020, the number of Compensation Committee meetings exceeded historical practice, largely in response to changes to our executive management team and the COVID-19 pandemic. The Compensation Committee was engaged in significant discussions, including with its independent compensation consultant, regarding the compensation of Dr. Blanchard in relation to her appointments as our interim Chief Executive Officer, and then as our President and Chief Executive Officer, as well as that of David Colleran and Michael Levitz in relation to their appointments to our executive management team. In addition, the Compensation Committee met multiple timescontinued to monitor and discuss the impact of the COVID-19 pandemic and its impact on our organization in 2021, especially in light of the continued cancellation or delay of many clinical procedures and the impacts ofas the pandemic cases rose and global quarantine orders were having onfell unpredictably throughout the company’s clinical trials,year, to ensure that there continued to be strong engagement and appropriate incentivizationmotivation for our employee base. The Compensation Committee also used these meetings, in certain cases, to send messages to the company’s employees through the executive management team in support of their engagementexecutives and efforts to continue to design, manufacture, support, market, and sell our medical products in spite of the difficult environment created by COVID-19, and to provide assurances and comfort around our compensation program and plans.other employees.

The current members of the Compensation Committee are Joseph Bower,John B. Henneman, III, who serves as Chair, John Henneman, Raymond J. Land, and Glenn Larsen.R. Larsen, Ph.D. The Board has determined that each current member of the Compensation Committee is independent, as defined in the listing standards of NASDAQ.

Governance and Nominating Committee

The Governance and Nominating Committee held 75 meetings in 2020. No member attended less than 90%2021. Each of the total numbermembers attended all of the of the Governance and Nominating Committee meetings held in 2021 while the member served on the Governance and Nominating Committee. During 2020,2021, the Governance and Nominating Committee regularly held executive sessions with only non-employee directors in attendance as appropriate. In 2020,2021, the Governance and Nominating committee focused on the creation and oversight of the process to replace our Chief Executive Officer following the passing of Mr. Darling, as well as the activities required to identify, recruit, and onboard our new directors, Mr. Hennemandirector, Sheryl L. Conley, and Mr. Richard.reviewing the skill set of the Board members as a whole to ensure that the Board represents a balanced skill set enabling appropriate Board oversight of our company in relation to our industry, strategic plan and stockholder alignment.

The current members of the Governance and Nominating Committee are John Henneman, Glenn Larsen, and Susan L. N. Vogt, who serves as Chair.Chair, John B. Henneman, III, and Glenn R. Larsen, Ph.D. The Board has determined that each current member of the Governance and Nominating Committee is independent, as defined in the listing standards of NASDAQ.

Board Membership Qualifications and Procedures

When considering candidates for director, the Governance and Nominating Committee takes into account a number of factors, including the following minimum qualifications: the nominee (a) shall have the highest personal and professional integrity, (b) shall have demonstrated exceptional ability and judgment, and (c) shall be most effective, in conjunction with the other members of the Board of Directors, in collectively serving the long-term interests of the stockholders. In addition, the Governance and Nominating Committee will taketakes into consideration such other factors as it deems appropriate, including any direct experience in the biotechnology, pharmaceutical, medical device, and/or life sciences industries, or in the markets in which we operate. The Governance and Nominating Committee may also consider, among other things, the skills of the candidate, his or her availability, the candidate’s depth and breadth of experience or other background characteristics, and his or her independence.

In addition to the considerations above, the Board strongly believes that diversity is an important component of a successful and effective board of directors and good corporate governance, including diversity of background, skills, experience, gender, race, and ethnicity. The Governance and Nominating Committee, guided by its charter, assesses and considers the diversity of the Board prior to nominating candidates and seeks to identify director candidates who will enhance the Board’s overall diversity. The Governance and Nominating Committee and the Board select candidates on the basis of qualifications and experience without discriminating on the basis of race, color, national origin, gender, sex, sexual preference, or religion. Accordingly, it is the practice of the Governance and Nominating Committee to include, and we request that the search firms we engage include, womencandidates with diversity in gender and minority or underrepresented candidatesdemographic backgrounds in any pool from which the Governance and Nominating Committee selects director candidates. We believe that our current Board members collectively reflect diversea broad range of knowledge, expertise, and experience in the disciplines that impact our business.

Our bylaws include a procedure that stockholders must follow to nominate a person for election as a director at an annual meeting of stockholders. The bylaws require that timely notice of the nomination in proper written form, including all required information as specified in the bylaws, be mailed to the Governance and Nominating Committee in care of our Chief Executive Officer, Anika Therapeutics, Inc., 32 Wiggins Avenue, Bedford, Massachusetts 01730. A copy of our bylaws can be viewed on the investor relations portion of our website at https://ir.anikatherapeutics.com/corporate-governance.ir.anika.com/governance-documents. The Governance and Nominating Committee will consider director nominees recommended by stockholders in accordance with the Anika Therapeutics, Inc. Policy and Procedures for Stockholder Nominations to the Board adopted by the Governance and Nominating Committee and approved by the Board in April 2020, a copy of which is available on the investor relations portion of our website at https://ir.anikatherapeutics.com/corporate-governanceir.anika.com/governance-documents. Recommendations should be submitted to our Secretary in writing at Anika Therapeutics, Inc., 32 Wiggins Avenue, Bedford, Massachusetts 01730, along with additional required information about the nominee and the stockholder making the recommendation. Information on qualifications for nominations to the Board and procedures for stockholder nominations to the Board is included below under “Proposal 1. Election of Directors—Board Membership Qualifications and Procedures” and “Stockholder Proposals.” The Governance and Nominating Committee may solicit recommendations for candidates for directors from non-management directors, the Chief Executive Officer, other executive officers, third-party search firms, and such other sources as it deems appropriate, including stockholders. The Governance and Nominating Committee will review and evaluate the qualifications of all such proposed candidates in the same manner and without regard to the source of the recommendation.

Communications with Directors

Our directors seekThe Board of Directors seeks input from a wide variety of sources to inform their work, including from stockholders. The Board of Directors welcomes stockholder input via voting, via participating in our Annual Meetingsannual meetings of Stockholders,stockholders, via our stockholder engagement program, and, more formally, via mail. If you wish to communicate with any of our directors, or the Board as a group, you may do so by writing to the individual director or to the Board, in care of our Chief Executive Officer, Anika Therapeutics, Inc., 32 Wiggins Avenue, Bedford, Massachusetts 01730. We recommend that all correspondence be sent via certified U.S. mail, return receipt requested. All correspondence received by the Chief Executive Officer will be forwarded promptly to the appropriate addressee. Communications involving substantive accounting or auditing matters will be forwarded to the Chair of the Audit Committee. Communications that pertain to non-financial matters will be forwarded to the relevant director.

Our Code of Business Conduct and Ethics

It is our policyThe Board of Directors has adopted the Anika Therapeutics, Inc. Code of Business Conduct and Ethics to clarify, disseminate, and enforce the requirement and expectation that all of our officers, directors, and employees worldwide conduct our business in an honest and ethical manner and in compliance with all applicable laws and regulations. The Board of Directors has adopted the Anika Therapeutics, Inc. Code of Business Conduct and Ethics to clarify, disseminate, and enforce this policy. The Code of Business Conduct and Ethics applies to all of our officers, directors, and employees worldwide, including our Chief Executive Officer and Chief Financial Officer. It is our goal to aid our employees and Board members in making ethical and legal decisions when conducting company business and performing daily duties. We cannot anticipate every situation an employee or Board member may face when conducting business on behalf of our company, and we therefore encourage our employees and Board members to speak with any one of several company representatives when he or she encounters situations giving rise to a question or concern regarding compliance with our Code of Business Conduct and Ethics. The Code of Business Conduct and Ethics can be viewed on the investor relations portion of our website at https://ir.anikatherapeutics.com/corporate-governanceir.anika.com/governance-documents. Please note that the information contained on the website is not incorporated by reference in, or considered to be part of, this Proxy Statement.

Our Commitment to Compliance

We are committed to maintaining a strong culture of compliance across our entire organization. We believe that a workplace with a culture of “do the right thing,” guided by high standards and comprehensive policies, is the bedrock of our success as a healthcare company and our ability to deliver life-changing solutions to the customers we serve and all of the patients they treat around the world. As part of setting this culture and maintaining a strong tone at the top, the following quote from our President and Chief Executive Officer, Dr. Blanchard, is included in our strategic plan as presented to the Board and at the beginning of each individual and annual compliance training session:

“At Anika, a commitment to ethics and quality, as realized and demonstrated through personal integrity and accountability, forms the basis for everything we do and forges the path to all that we can achieve. These foundational tenets of our company are non-negotiable and do not take a day off.”

In addition, in 2020, in conjunction with the acquisitions of Parcus Medical and Arthrosurface and the expansion of2021, we continued to build upon our commercial infrastructure in the United States, and with the support of the Board, we substantiallypreviously expanded our company-wide Compliance Program focused on healthcare fraud and abuse, anti-kickback, and foreign corrupt practices act regulations, among others, and instituted more robustreinforced and updated processes to ensure that appropriate controls are in place for compliance with these laws and regulations.

Corporate Social Responsibility – Environmental Sustainability, Social, and Governance Matters

We are committed to good corporate citizenship and to creating a sustainable and diverse workplace, while ensuring we operate with the highest standards of quality, ethics, and corporate governance.

We maintain a global Health, Safety, and Environment (HSE) policy to make good on our commitment to the health and safety of our employees and the protection of the environment. Key principles of this policy include, among others, maintaining a goal of zero workplace injuries or accidents, proactively integrating HSE considerations into all business activities, and minimizing the environmental impact of our operations. We have a broad range of environmental practices focused on reducing our consumption of energy, water, and natural resources and minimizing our production of waste. We have implemented material recycling, ozone depleting substance, heat recovery, and efficient lighting programs to better our environmental footprint.

As a result of the COVID-19 pandemic, we immediately implemented a cross-functional COVID-19 task force

Our Commitment to provide senior leadership with guidanceCorporate Social Responsibility – Focus on Environmental, Social, and recommendations to ensure an appropriate response to the pandemic and promote health and safety for our employees worldwide. We established strict safety policies and protocols, and we regularly update our employees with respect to any changes. We transitioned much of our administrative workforce to work remotely to protect the health of those who must be onsite to perform their jobs, including our manufacturing staff, and we have adjusted attendance policies to encourage those who may be ill to stay home. We have provided an abundance of personal protective equipment and cleaning supplies, including sending a COVID-19 care package including multiple masks, face shields, hand sanitizer, and other personal protective equipment to all of our employees to support them and their families when there were shortages of certain of these items. We require masks to be worn in our facilities and initially prohibited all non-essential domestic and international travel for all employees, though we have relaxed that restriction for certain personnel as travel carriers have developed additional safety protocols and vaccinations have become more prevalent. We have also provided general information updates and support for our employees to ensure that they have resources and information to protect their health and that of those around them, including their families and co-workers. In conjunction with certain of our partners, we also donated personal protection equipment and other supplies to frontline healthcare workers as part of our COVID-19 response.Governance (ESG)

We are dedicated to attracting and retaining highly talented people, fostering a diverse and inclusive workforce, and providing a safe and healthy work environment for our employees. We have a strong employee wellness program that includes both on- and off-site activities aimed at keeping our employees active. We collaborate with multiple charitable organizations and educational institutions to ensure that we give back to the communities that support us, including through grants to universities and other charitable organizations. For additional information about how we view and support our workforce, please see the following section, Human Capital ManagementIntroduction.

We are dedicated to strong governance practices as can be seen through the recent changes we have made to theThe Board of Directors and its diversity, as well our commitment to appropriate risksenior management strategies and corporate policies, as are described in more detail throughout this Proxy Statement. Our commitments to diversity and sustainability are designed to make us a best-in-class business with efficient processes and operations, and weteam believe that these values can also be key driversour company has a broad responsibility to take into account the people we employ, serve and support, and the environment and the communities where we live and work. The full Board has oversight of our company’s successenvironmental, social and growth, and increase stockholder return over the long-term.governance, or ESG, initiatives.

Human Capital ManagementIn 2021, we embarked on a process to develop a foundational ESG framework for our company. This framework integrates our six key values:

We believe that a diverse, talented, and inclusive workplace is a central aspect to our culture and increases employee engagement, innovation, operational excellence, and overall individual and company performance. In turn, this culture and drive for performance helps us attract and retain qualified employees and key talent. Our culture is centered around our fundamental values of:

The initial step in our ESG journey included the completion of a “materiality assessment” based on the Sustainability Accounting Standards Board, or SASB, framework. Our materiality assessment was a research-intensive and stakeholder-inclusive process and included guidance and insight from external advisors, while soliciting crucial feedback from key internal and external stakeholders, including investors, customers, suppliers, employees and members of our Board. The materiality assessment, and the initiatives that have resulted from it, have been undertaken with full support and oversight of the Board. Our senior management team owns, implements, and tracks our ESG strategy and efforts in collaboration with every major business function, all under the leadership of our Vice President, Investor Relations, ESG and Corporate Communications.

As a result of the materiality assessment, we identified the themes that are most important to our stakeholders and our business within traditional environmental, social and governance pillars. Most immediately, our materiality assessment enabled us to select our current focus areas within ESG initiatives:

Environmental

Social

Governance

Each of our ESG focus areas will continue to have management team sponsorship and engagement with ongoing oversight by the Board. We substantially increasedwill continue to assess and update our employee baseESG initiatives as our business grows and as we implement processes and improvements over time.

Our Environmental Focus

Environmental Climate: Climate, Energy Use and Emissions

As a global company, we recognize the importance of reducing the impact of our operations on the environment. Water is a precious resource, which we conserve and protect in a number of ways. We employ deionization in our primary manufacturing facility in Bedford, Massachusetts to remove impurities in wastewater, allowing it to be reused during the manufacturing process. In addition, because our Bedford facility is adjacent to wetlands, we take measures to protect the wetlands through the use of state-of-the-art technology to trap sediment and other materials, maintain storm water pollution plans, and ensure that harmful chemicals are not used on our company’s grounds.

Though we are not a significant generator of greenhouse gases, we continually work to reduce energy consumption and evaluate ways to minimize greenhouse gases in our atmosphere. In recent years, we have taken proactive steps to increase energy efficiency at our facilities. For example, we completed a full transition to LED lighting at our Bedford facility in 2020, withresulting in an energy reduction of 373,500 kilowatts over the acquisitionsprior year.

In 2018, we began recycling packaging used in the manufacture of Parcus Medical and Arthrosurfaceour products, as well as paper goods used across our hiringcompany. As a result of additional people to support our expanded operations, and we expect to continue to add employeesthis program, in 2021 we diverted more than 6,000 pounds of recyclable materials from landfills, saving the equivalent of 54 trees, nine cubic yards of landfill, six barrels of oil and beyond as we grow and transform our business. Our Compensation Committee and executive management team are focused on attracting and retaining top industry talent and key employees, and we offer market competitive total rewards packages consisting21,000 gallons of base salary, a potential cash bonus based on individual and company performance, and a comprehensive benefits package to all employees. We also provide equity-based compensation to a large segment of our employee population based on various criteria, including their level within the company, to ensure that our employees contribute to our strategic objectives and that their compensation is aligned with the best interests of our stockholders. Ongoing employee development is a key component of our overall business strategy. To facilitate this, we support our employees’ development through individualized development plans, mentoring, coaching, group training, conference attendance, financial support, including tuition reimbursement for qualified programs, and access to a broad-based learning management platform for self-directed learning and improvement.water.

In early 2021, to coincide withOur Social Focus

Human Capital: Diversity and Inclusion

Promoting diversity throughout our annual equity granting cycle, our Compensation Committee determined to makecompany, including within the “One Anika Grant,” a unique, one-time grant of stock options to all employees below the level of Vice President. The message from Dr. Blanchard accompanying this grant praised the efforts of all of our employees in integrating our acquired companies and the work that had been done to build collaborative relationships throughout the organization. The message also relayed the company’s belief regarding the importance of each employee having the opportunity to be a stockholder of the company with the potential to see appreciating value as the result of shared success.

The Board of Directors and executiveour management team, believe that employees understanding how their work contributeshas been a focal point of the Board, starting with the appointment of Cheryl R. Blanchard, Ph.D. as our President and Chief Executive Officer in early 2020, and the additions to our overall strategythe Board of Stephen O. Richard and performance is key toSheryl L. Conley in 2020 and 2021, respectively. As of April 27, 2022, women accounted for 36% of our success. In order to communicate with respect to these important topics in ways that are engaging and accessible to our team, we utilize a variety of channels, including quarterly company-wide town hall meetings with presentations by members of senior management regular email updates from our chief executive officer and other key members of the executive team and employee engagement surveys.37.5% of our Board. As detailed under the “Board Representation” section on page 2 and our Board of Directors Diversity Matrix on page 3 above, our eight-member Board currently includes three women and one person of color.

In addition, in 2020, Dr. Blanchard, with the support of the Board, of Directors, signedjoined other chief executive officers in signing the Massachusetts Biotechnology Council “CEO Pledge for a More Equitable and Inclusive Life Sciences Industry.” The signers of this pledge “recognize that racial inequity exists in [the life sciences] industry and in [life sciences] companies, and [they] must take responsibility to fix that injustice through comprehensive equity, diversity, and inclusion initiatives that are broad in scope, specific in action, and measurable in results.” The full text of the pledge can be found at: https://www.massbio.org/initiatives/equity-diversity-and-inclusion/open-letter/. Both

As part of our commitment to the developmentpledge, in 2021 we created an internal Diversity Dashboard to track diversity metrics throughout our company. The trends captured by the Diversity Dashboard are shared and discussed with the Board, ensuring oversight and accountability at the highest level of plansour company. Additionally, in 2021, we instituted a corporate Diversity, Equity and Inclusion, or DEI, policy statement and included it in our employee handbook and onboarding program. The DEI policy statement clearly conveys our commitment:

“Anika is committed to fulfillan equitable, diverse, and inclusive workplace where all employees, regardless of their gender, race, ethnicity, national origin, age, sexual orientation or identity, education or disability are valued, respected, and supported. We will not discriminate based on these characteristics and will provide equal opportunities for employment and advancement throughout our company. Anika respects and appreciates diverse life experiences and heritages and will always work to ensure that all voices are heard and valued.”

To further reinforce our commitment to DEI, we have begun to align management compensation and initiatives to specific DEI objectives, including: (i) implementation of a DEI employee survey questionnaire, (ii) implementation of educational programs across our company, including, but not limited to, topics such as unconscious bias and tone, and the equity,importance of diversity at our company, (iii) establishment of employee resource groups, (iv) conducting a diversity audit on our hiring processes, and inclusion goals(v) implementing metrics to drive continuous improvement around our DEI initiatives, processes and objectives.

Recognizing the value of employee engagement and retention, we conduct regular company-wide employee engagement surveys. Our management team evaluates the results and identifies opportunities for improvement. As a result of this feedback, in 2021, we established an employee Communications Task Force chartered with improving communications across the business, and we launched a new e-learning program to expand employee development.

Human Capital: Safe and Healthy Workplace

We provide resources, programs and services to support the physical, emotional and financial health of our employees. Additionally, specifically in regard to workplace safety, we have a Health, Safety and Environmental Policy that all employees are required to be trained on, which can be viewed on our website at https://ir.anika.com/governance-documents.

As part of our robust workplace safety training, we have implemented interactive virtual learning systems. These systems are function-specific and ensure that all employees have access to critical information to keep them and their co-workers safe. We also use an electronic management system, or EMS, to obtain information on any accidents or other safety issues. Our EMS offers the ability for anyone at our company to submit information about potential safety risks. All employees participate in annual training on workplace safety and the use of systems, including the EMS, to ensure that the importance of workplace safety is top of mind for employees throughout our company.

COVID-19 Pandemic Response

We have continually monitored the impact of the CEO pledgeCOVID-19 pandemic and the continued discussionpublic policy responses to it, with particular focus on the health and implementationwell-being of plansour employees at all of our locations. We have taken a number of steps to promote the safety of our employees, and we continue to review and adjust policies and procedures as needed to comply with the Centers for Disease Control and Prevention and other country, state, and local guidelines in the rapidly changing COVID-19 environment. Some examples of the steps we have taken and continue to evaluate include, but are not limited to, the following:

Social Capital: Product Quality and Safety

Quality is integral to our business model and our long-term success. To drive quality assurance, we maintain a robust Quality Management System, or QMS, that fosters continuous improvement, drives manufacturing excellence and ensures compliance with global standards. Comprehensive annual training for employees enables us to consistently produce safe, high-quality products that meet or exceed the expectations of our customers.

As a medical device manufacturer, we adhere to ISO 13485 standards supported by our QMS. Our QMS is aligned with regulations from the U.S. Food and Drug Administration and GMED, an international reference body in the certification of health care and medical device quality management systems.

Our Governance Focus

Governance: Business Ethics and Integrity

A workplace culture of “do the right thing,” guided by high standards and comprehensive policies, is the bedrock to our success as a life science company. Our Code of Business Conduct and Ethics guides the Board of Directors and our employees in making ethical and legal decisions when conducting business and fulfilling their roles and responsibilities as representatives of our company. We also have a Conflict of Interest Policy and an Insider Trading Policy, as well as a channel for employees and Directors to report concerns through our Whistleblower Policy. Please view our Corporate Governance documents webpage at https://ir.anika.com/governance-documents for a full list, and access to copies, of our governance documents and policies.

Our Compliance Program is based on our Code of Business Conduct and Ethics and is structured to help our company comply with the myriad of laws, guidelines and regulations that impact our business by mirroring the recommendations of the U.S. Department of Health and Human Services, Office of Inspector General’s (OIG’s) seven elements of an effective compliance program. We have established a Compliance Committee, made up of our Chief Executive Officer and senior representatives from several other functions within our company, which oversees the operation of our healthcare Compliance Program. In addition, we have established an Engagements Committee, which reviews and approves proposed interactions with healthcare professionals and healthcare organizations, including consulting services, royalty arrangements, requests for grants and research engagements. We are also a member of the Advanced Medical Technology Association, or AdvaMed, a global trade association of companies that develop, produce, manufacture, and market medical technologies, and which are dedicated to advancing medical science, developing high quality, innovative medical technology, and improving patient care. We follow AdvaMed’s Code of Ethics on Interactions with U.S. Health Care Professionals, or the AdvaMed Code of Ethics, which provides medical technology companies with guidance on ethical interactions and relationships with health care professionals. To view the AdvaMed Code of Ethics, please visit https://www.advamed.org/member-center/resource-library/advamed-code-of-ethics/.

In 2021, we also expanded our focus on working to ensure that our international distributors are organizations that operate in compliance with our policies and procedures and all laws and regulations. Using an independent screening process and third-party service providers that focus on investigating the integrity, reputation and business practices of our potential distribution partners, we attempt to gauge the level of risk posed by international distributors based on their geographic location and past corporate behavior, among other factors, and tailor our due diligence efforts and our willingness to engage specific distributors accordingly. We recognize that vigilant oversight of this aspect of our supply chain is foundational to our ability to grow our business with high ethical standards and integrity.

Business Model: Supply Chain Management

Supply chain management is a fundamental aspect of our business to ensure we have the raw materials and equipment/parts available to manufacture our products in a timely fashion for our customers and their patients. During the past year, we successfully took steps to navigate the challenges of the global supply chain crisis, including finding additional/alternative suppliers and reengineering our manufacturing processes and supplies for a more streamlined procurement process. Many of these supply chain improvements and the processes we initiated to develop and implement them, though born of near-term necessity, are now permanent and will enhance our ability to procure supplies to satisfy the needs of our customers and their patients as we continue to grow and transform our business.

Conclusion

The Board of Directors, our senior management team and our global employees all recognize the importance of ESG matters in creating and maintaining an environment of corporate accountability while striving to deliver high quality products that transform the lives of patients. As a result of our 2021 materiality assessment, which was based on the SASB framework, we have made significant progress in identifying and establishing initiatives to address the feedback receivedESG focus areas identified above, and we are committed to the ongoing assessment, development and continuous improvement required in the 2020 employee engagement survey are corporate goals for this coming year and have been shared and agreed upon with the Board of Directors. these important areas.

Director Overboarding Guidelines

The Board of Directors recognizes that its members benefit from service on the boards of other companies and it encourages such service. The Board also believes, however, that it is critical that directors are able to dedicate sufficient time to their service on the Board. The Board adopted our Commitment to the Board; Service on Other Boards; Change in Status Guidelines onin March 17, 2021. Pursuant to these guidelines, unless the Board determines that such service would not impair the ability of a director to effectively serve on the Board or the Audit Committee of the Board:

Directors must notify the Chair of the Governance and Nominating Committee and our Corporate Secretary before accepting a seat on the board of directors of, or any assignment to the audit committee of, another public company so that the potential for conflicts or other factors compromising the director’s ability to perform his or her duties may be fully assessed.

Prohibition on Employee, Officer, and Director Hedging and Pledging

It is our policy that all employees and directors, as well as their family members, must not hedge or pledge any Anika securities they hold directly. An exception to this prohibition may be granted where a person wishes to pledge Anika securities as collateral for a loan, upon approval by our Chief Financial Officer, if certain other conditions are met. The prohibition on hedging is included in our Insider Trading Policy, which was implemented by the Board of Directors onin December 20, 2016 asand most recently amended on July 16, 2020, and as subsequently amended on March 17,in December 2021. A copy of our Insider Trading Policy is available on our website and can be viewed on the investor relations portion of our website at https://ir.anikatherapeutics.com/corporate-governanceir.anika.com/governance-documents.

Majority Voting in Uncontested Director Elections Policy

On December 8, 2015, theThe Board of Directors adopted our “Majority Voting in Uncontested Director Elections Policy.”Policy” in December 2015. An uncontested election occurs when the number of director nominees is equal to the number of Board positions to be filled through election and proxies are being solicited for such election of directors solely by our company. Pursuant to our policy in such an election, if a director receives a greater number of votes “against”“AGAINST” than “for” his or her“FOR” election, such director shallmust promptly offer his or her resignation for consideration by the Governance and Nominating Committee.to resign. The Governance and Nominating Committee shall then will consider all of the relevant facts and circumstances and recommend to the Board whether or not to accept suchthe offer of resignation. The final decision of whether or not to accept such resignation shall be made by the Board, and, if required or determined by the Board to be desirable, we shall appropriatelywill disclose the decision of the Board along with the rationale for suchthe decision.

Transactions with Related Persons and Conflict of Interest Policy

It is our policy that all employees and directors, as well as their family members, must avoid any activity that is, or has the appearance of, conflicting with our business interests. This policy is included in our Code of Business Conduct and Ethics, and it is supplemented by our Conflict of Interest Policy, which was implemented by the Board of Directors onin October 6, 2015, and can be viewed on the investor relations portion of our website at https://ir.anikatherapeutics.com/corporate-governanceir.anika.com/governance-documents. Both the Code of Business Conduct and Ethics and the Conflict of Interest Policy are reviewed at least every three years, or more often as necessary or advisable. Among other things, this policy requires each director and officer to provide to the Chair of the Board (or to the Chief Executive Officer, if such transaction involves the Chair of the Board) written notice of any potential related party transaction, defined by our policy to mirror the definition of Item 404 of Regulation S-K under the Securities Exchange Act of 1934, or the Exchange Act, (with the exception that our policy includes a monetary threshold of $100,000 as opposed to the threshold of $120,000 set by Item 404 of Regulation S-K under the Exchange Act). Any such notice must include all information requested by the Chair of the Board (or the Chief Executive Officer). Upon receiving all relevant information, the disinterested members of the Board may approve the transaction if they determine that the transaction is in the best interests of, and fair to, Anika, may require modifications to the transaction to make it acceptable for approval, or may reject it. The Board may also establish guidelines for ongoing management of a specific related party transaction. The policy requires continuing related party transactions to be reviewed on at least an annual basis. Additionally, the policy requires all of our executives and directors to complete a director and officer questionnaire in connection with each of our annual proxy statements, which asks them to disclose family relationships and other related party transactions.

From January 1, 20202021 through April 30, 2021,27, 2022, we had no reportable related party transactions.

Beneficial Ownership of Common Stock

The following table sets forth the beneficial ownership of common stock as of April 20, 2021,13, 2022, by:

The number of shares of common stock owned by each person is determined under the rules of the SEC. Under these rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and any shares that the individual has the right to acquire by June 19, 202112, 2022 (sixty days after April 20, 2021)13, 2022) through the conversion of a security or other right. Unless otherwise indicated, each person has sole investment and voting power, or shares such power with a family member, with respect to the shares set forth in the following table. The inclusion in this table of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of those shares for any other purpose. As of April 20, 2021,13, 2022, there were 14,366,68614,519,284 shares of common stock outstanding. Shares not outstanding, but deemed beneficially owned by virtue of the right of a person to acquire those shares, are treated as outstanding only for purposes of determining the number and percent of shares of common stock owned by such person or group. Unless otherwise noted below, the address of each person listed on the table is in care of Anika Therapeutics, Inc., 32 Wiggins Avenue, Bedford, Massachusetts 01730.