Compensation Committee Interlocks and Insider Participation

During 2015,2017, Mr. Gueth, Dr. Jacob and Mr. Samson served on the Compensation Committee. None of the members of the Compensation Committee has been ouran officer or employee.employee of the Company. None of our executive officers servesserve on the board of directors or compensation committee of a company that has an executive officer that serves on our Board of Directors or the Compensation Committee.

Proposal No. 2

ADVISORY VOTE ON EXECUTIVE COMPENSATION

Pursuant to the proxy rules under the Exchange Act and as required by Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Company is presenting its stockholders with anon-binding, advisory vote to approve the named executive officer compensation as described in this proxy statement (sometimes referred to as “Say on Pay”).

Accordingly, the following resolution is being presented by the Board of Directors at the Annual Meeting:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of RegulationS-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”

This vote isnon-binding. The Board of Directors and the Compensation Committee, which is composed of independent directors, expect to take into account the outcome of the vote when considering future executive compensation decisions to the extent they can determine the cause or causes of any significant negative voting results.

During fiscal year 2015,2017, we made significantcontinued to make progress toward achievingon our strategic goals and objectives. Most notably, we achieved the following:

Although we achieved a number of our strategic goals and objectives, we also suffered a product development setback with regard to XYOSTED™ when we received a Complete Response Letter (“CRL”) from the U.S. Food and Drug Administration (“FDA”) in October 2017 in connection with the XYOSTED™ new drug application (“NDA”).

Consistent with its pay for performance philosophy, the Compensation Committee considered the impact of our corporate performance during 20152017 in determining named executive officer compensation for 2015,2017, as well as each named executive officer’s individual performance, macroeconomic conditions generally, and data from peer group companies. In addition, the Compensation Committee considered the significant support from our stockholders with respect to the compensation of our named executive officers from the prior year, with approximately 96%95% of stockholder votes cast in favor of our Say on Pay resolution approved at our May 2015June 2017 Annual Meeting of Stockholders.

As described in detail under ourin the Compensation Discussion and Analysis on pages 33 through 45section of this proxy statement, our executive compensation programs are designed to motivate our executives to achieve our primary goals of developing and commercializing novel injectable therapeutic products using our advanced device delivery systems for improved safety and efficacy, reduced side effects, and enhanced patient comfort and adherence and providing our stockholders with a long-term, positive return on their investment. Further, the Company’s compensation philosophy is to pay for performance, support the Company’s business strategies, and offer competitive compensation arrangements. In the Compensation Discussion and Analysis, we have provided stockholders with a description of our compensation programs, including the philosophy and strategy underpinning the programs, the individual elements of the compensation programs, and how our compensation plans are administered.

We believe that our executive compensation program, with its balance of short-term and long-term incentives and performance based grants, reward sustained performance that is aligned with long-term stockholder interests. We are mindful not to rely on highly leveraged incentives that would result in risky short-term behavior. Our compensation program provides long-term incentives to ensure that our executives continue in employment with us and directly tie executive compensation to achievement of

our strategic objectives and generation of stockholder value. Stockholders are encouraged to read the Compensation Discussion and Analysis, the accompanying compensation tables and the related narrative disclosure in this proxy statement.

The Compensation Committee has and will continue to take action to structure our executive compensation practices in a manner that is performance-based with a view towards maximizing long-term stockholder value. The Board of Directors believes that

the executive compensation as disclosed in the Compensation Discussion and Analysis, tabular disclosures, and other narrative executive compensation disclosures in this proxy statement aligns with our peer group pay practices and coincides with our compensation philosophy.

Vote Required; Recommendation of the Board of Directors

The affirmative vote of a majority of the votes cast by stockholders present, in person or by proxy, and entitled to vote at the Annual Meeting, is required to approve the advisory resolution on executive compensation.

The Board of Directors unanimously recommends that you voteFOR the approval, on anon-binding advisory basis, of the following resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of RegulationS-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”

Proposal No. 3

RATIFICATION OF SELECTION

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

At the Annual Meeting, of Stockholders, a vote will be taken on a proposal to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2016.2018. KPMG LLP has audited our financial statements since 1995.

Representatives of KPMG LLP are expected to be present at the Annual Meeting of Stockholders to make a statement, if they so desire, and to respond to appropriate questions.

Neither our Bylaws nor any other governing documents or law require stockholder ratification of the appointment of KPMG LLP as our independent registered public accounting firm. However, the Audit Committee is submitting the appointment of KPMG LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the appointment, the Audit Committee will reconsider whether or not to retain KPMG LLP. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interest of our stockholders.

Audit Fees

AggregateThe aggregate amount of fees billed to the Company by KPMG LLP during 2015 and 2014 for professional services rendered in connection with the audit of the Company’s annual financial statements and review of the financial statementsfinancials included in the Company’s quarterly reports, aSEC filings, and for services in connection with comfort letter providedletters, consents and procedures related to documents filed with the SEC, as necessary, totaled $600,500 and $458,500 for the May 2015 prospectus2017 and consents provided for the Company’s S-3 and S-8 registrations statement filings totaled $474,000 and $336,300,2016, respectively.

Audit-Related Fees

There were no fees billed to the Company by KPMG LLP during 20152017 or 20142016 for audit-related services.

Tax Fees

AggregateThere were no fees billed to the Company by KPMG LLP during 2015 and 20142017 or 2016 for professional services rendered in connection with tax compliance, tax advice andor tax planning totaled $28,800 and $25,850, respectively.services.

All Other Fees

There were no other fees billed to the Company by KPMG LLP in 20152017 and 2014.2016.

Pre-Approval Policies and Procedures

The Audit Committee has adopted a policy regardingpre-approval ofnon-audit services performed by the independent registered public accounting firm. The Audit Committee’spre-approval policy prohibits engaging the independent auditor to perform the following services:

The policy requirespre-approval of the Audit Committee for all audit services, audit-related services, tax services and other services performed by the independent registered public accounting firm andpre-approves these services, subject to an annual aggregate dollar limit for each category. Any proposed services exceeding these limits require specificpre-approval by the Audit Committee. Services not listed in one of these categories also require specificpre-approval from the Audit Committee.

The policy permits the Audit Committee to delegatepre-approval authority to one or more members of the Audit Committee, provided that the member or members report(s) to the entire Audit Committeepre-approval actions taken since the last Audit

Committee meeting. The policy expressly prohibits delegation ofpre-approval authority to management. In 2015,2017, 100% of all services provided by our principal accounting firm werepre-approved by the Audit Committee or one or more of its members.

Vote Required; Recommendation of the Board of Directors

The affirmative vote of a majority of the votes cast by stockholders present, in person or by proxy, and entitled to vote at the Annual Meeting, is required to ratify the selection of the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2016.2018.

The Board of Directors unanimously recommends a voteFOR the ratification of the appointment of KPMG LLP as our independent registered public accountants for the year ending December 31, 2016.

Proposal No. 4

TO APPROVE AN AMENDMENT AND RESTATEMENT OF THE COMPANY’S

2008 EQUITY COMPENSATION PLAN

Antares currently maintains the Antares Pharma, Inc. 2008 Equity Compensation Plan (the “2008 Plan”), which was originally effective May 14, 2008 upon the approval by the stockholders of the Company. As of such date, the Company’s 1993 Stock Option Plan (the “1993 Plan”), 1996 Stock Option Plan (the “1996 Plan”), Amended and Restated 2001 Stock Option Plan (the “2001 Plan”), Amended and Restated 2001 Incentive Stock Option Plan for Employees (the “2001 Employees Plan”), and 2006 Equity Incentive Plan (the “2006 Plan”) (the 1993 Plan, 1996 Plan, 2001 Plan, 2001 Employees Plan and 2006 Plan collectively, the “Prior Plans”) were merged with and into the 2008 Plan. On February 11, 2016, the Board of Directors adopted, subject to stockholder approval, an amendment and restatement of the 2008 Plan (the “Amended Plan”).

Stockholder approval of the Amended Plan is being sought in order to (i) meet the NASDAQ listing requirements, (ii) permit (but not require) certain awards under the Amended Plan to qualify for an exemption from the $1 million deduction limit under section 162(m) of the Internal Revenue Code (see discussion of “Federal Income Tax Consequences of the Amended Plan” below), and (iii) in order for incentive stock options to meet the requirements of the Internal Revenue Code (the “Code”).

The principal changes made to the Amended Plan are to:

The Amended Plan will enable the Company to continue its compensation program that is intended to attract, motivate and retain experienced, highly-qualified directors, employees, consultants and advisors of the Company who will contribute to the Company’s financial success, and will align the interests of the directors, employees, consultants and advisors of the Company with

those of its stockholders through the ability to grant a variety of stock-based awards. If the stockholders approve the Amended Plan, awards granted under the Amended Plan will be governed by the terms of the Amended Plan. Awards previously granted under the 2008 Plan will continue to be governed by the terms of the 2008 Plan and the applicable award agreements, without giving effect to the amendments made pursuant to the Amended Plan.

Determination of Shares to be Available for Issuance

Currently, the maximum aggregate number of shares that may be issued under the 2008 Plan is 21,000,000 shares. Based on the number of shares subject to outstanding grants under the 2008 Plan as of March 28, 2016, 1,512,701 shares remain available for grant under the 2008 Plan. The Board of Directors and its Compensation Committee believe that attracting and retaining employees, non-employee directors, and consultants and advisors of high quality has been and will continue to be essential to the Company’s growth and success. Consistent with this view, the Board of Directors and its Compensation Committee believe that the number of shares available for issuance under the 2008 Plan is not sufficient for future grants in light of our compensation structure and strategy.

If this Proposal 4 is approved by the Company’s stockholders at the Annual Meeting, the maximum aggregate number of shares that may be issued on or after June 2, 2016 under the Amended Plan will be equal to the sum of (i) 11,200,000 shares, plus (ii) the number of shares subject to outstanding awards under the 2008 Plan as of March 28, 2016 (10,454,067 shares), plus (iii) 1,512,701 shares, which is the number of shares available for issuance under the 2008 Plan as of March 28, 2016, subject to adjustments as described in the Amended Plan and summarized below.

When deciding on the number of shares to be available for awards under the Amended Plan, the Board of Directors considered a number of factors, including the number of shares currently available under the 2008 Plan, the Company’s past share usage (“burn rate”), the number of shares needed for future awards, a dilution analysis, competitive data from relevant peer companies, the current and future accounting expenses associated with the Company’s equity award practices, and input from the Company’s stockholders and stockholder advisory firms.

Dilution Analysis

As of March 28, 2016, the Company’s capital structure consisted of 154,927,660 shares of common stock outstanding. As described above, 1,512,701 shares remain available for grant of awards under the 2008 Plan as of March 28, 2016, so the proposed share authorization is a request for 11,200,000 additional shares to be available for awards under the Amended Plan. The table below shows our potential dilution (referred to as “overhang”) levels based on our fully diluted shares of common stock and our request for 11,200,000 additional shares to be available for awards under the Amended Plan. The additional 11,200,000 shares represent 6.29% of fully diluted shares of Company common stock, including all shares that will be authorized under the Amended Plan, as described in the table below. The Board of Directors believes that the increase in shares of common stock under the Amended Plan represents a reasonable amount of potential equity dilution, which will allow the Company to continue granting equity awards, which is an important component of the Company’s equity compensation program.

Potential Overhang with 11,200,000 Additional Shares

The Fully Diluted Shares of Common Stock in the foregoing table consist of the Shares of Common Stock Outstanding as of March 28, 2016 plus the Total Potential Overhang under the Amended Plan. Outstanding performance-based stock units are measured at target and included as Outstanding Restricted Stock and Stock Units in the foregoing table. Performance-based stock units can be paid at 0% to 150% of target.

Based on our current equity award practices, the Board of Directors estimates that the authorized shares under the Amended Plan may be sufficient to provide us with an opportunity to grant equity awards for approximately three years, in amounts determined appropriate by the Committee, which will administer the Amended Plan (as discussed below). This is only an estimate, and circumstances could cause the share reserve to be used more quickly or more slowly. These circumstances include, but are not limited to, the future price of our common stock, the mix of cash, options and other awards provided as incentive compensation, grant amounts provided by our competitors, payout of performance-based awards in excess of target in the event of superior performance, hiring activity, and promotions during the next few years.

The Board of Directors believes that the current number of shares that may be issued under the 2008 Plan is not sufficient in light of our compensation structure and strategy. The Board of Directors has concluded that our ability to attract, retain and motivate top quality employees, non-employee directors, and consultants and advisors is important to our success and would be enhanced by our continued ability to make grants under the Amended Plan. In addition, the Board of Directors believes that our interests and the interests of our stockholders will be advanced if we can continue to offer our employees, non-employee directors and consultants and advisors the opportunity to acquire or increase their proprietary interests in us. The Board of Directors believes that an increase in the maximum number of shares that may be issued under the Amended Plan will ensure that we continue to have a sufficient number of shares with which to achieve our compensation strategy. The material terms of the Amended Plan are summarized below. A copy of the full text of the Amended Plan is attached to this proxy statement as Exhibit A. This summary of the Amended Plan is not intended to be a complete description of the Amended Plan and is qualified in its entirety by the actual text of the Amended Plan to which reference is made.

Material Features of the Amended Plan

General.    The Amended Plan provides that grants may be made in any of the following forms:

●

Stock appreciation rights (“SARs”)

●

Dividend equivalents

●

Other stock-based awards

Shares Subject to the Amended Plan.    The number of shares reserved for issuance under the Amended Plan on or after June 2, 2016 will be equal to the sum of (i) 11,200,000 shares, plus (ii) the number of shares subject to outstanding awards under the 2008 Plan as of March 28, 2016 (10,454,067 shares), plus (iii) 1,512,701 shares, which is the number of shares available for issuance under the 2008 Plan as of March 28, 2016, subject to adjustments as described in the Amended Plan. All of the authorized shares may be granted as incentive stock options.

The Amended Plan provides that the maximum aggregate number of shares of common stock with respect to which grants intended to satisfy the requirements of qualified performance-based compensation under section 162(m) of the Internal Revenue Code may be made to any employee during any calendar year is 4,000,000 shares, subject to adjustment in certain circumstances as described below. With respect to dividends and dividend equivalents intended to satisfy the requirements of qualified performance-based compensation under section 162(m) of the Internal Revenue Code, no employee may accrue more than $1,000,000 of such dividends and dividend equivalents during any calendar year. The maximum grant date value of shares subject to awards granted to any non-employee director during any one calendar year, taken together with any cash fees payable to such non-employee director for services rendered during the calendar year, will not exceed $400,000 in total value.

Shares issued or transferred under the Amended Plan may be authorized but unissued shares or reacquired shares, including shares purchased on the open market. In the event of our acquisition of any company, outstanding equity grants with respect to stock of the acquired company may be assumed or replaced with awards under the Amended Plan. Outstanding awards that are assumed or replaced by awards under the Amended Plan in connection with an acquisition, referred to as Substitute Grants, will not reduce the Amended Plan’s aggregate share limit. The terms of any such Substitute Grant will be determined by the Committee and may include exercise prices or base prices that are different from those otherwise described in the Amended Plan. If the Company assumes a shareholder approved equity plan from an acquired company, any shares of common stock available under the assumed plan (after appropriate adjustments, as required to reflect the transaction) may be issued pursuant to awards under the Amended Plan and will not reduce the Amended Plan’s aggregate share limit.

If and to the extent options and SARs granted under the Amended Plan terminate, expire or are cancelled, forfeited, exchanged or surrendered without being exercised or if any stock awards (including stock awards granted under the Prior Plans), stock units, or other stock-based awards are forfeited, terminated, or otherwise not paid in full, the shares subject to such grants will become available again for purposes of the Amended Plan. Shares of common stock tendered, withheld or surrendered in payment of the exercise price of an option, or withheld for payment of taxes, shall not be available for re-issuance under the Amended Plan. Upon the exercise of an option through a net exercise procedure, or upon the exercise of a SAR, both for purposes of calculating the number of shares remaining available for issuance under the Amended Plan and the number of shares remaining available for exercise under such option or SAR, the number of such shares shall be reduced by the gross number of shares for which the option or SAR is exercised and without regard to any cash settlement of a SAR. Except as provided with respect to cash settlement of SARs, to the extent that any grants are paid in cash and not in shares of common stock, any shares previously subject to such grants shall again be available for issuance or transfer under the Amended Plan and shall not count against the share limits for purposes of shares available under the Amended Plan. If shares are repurchased by the Company on the open market with the proceeds of the exercise price of stock options, such shares will not again be made available for issuance under the Amended Plan.

Administration.    The Amended Plan is administered and interpreted by the Compensation Committee (the “Committee”). However, the Board of Directors approves and administers all grants made to non-employee directors. References to the Committee include the Board of Directors where appropriate. The Committee may delegate authority to administer the Amended Plan to one or more subcommittees, officers or members of management, or to one or more agents such administrative duties, as it deems appropriate; provided that such delegation does not adversely affect the exemption provided by Rule 16b-3 of the Exchange Act or prevent an award from qualifying as “qualified performance-based compensation” for purposes of section 162(m) of the Internal Revenue Code.

The Committee has the authority to (i) determine the individuals to whom grants will be made under the Amended Plan, (ii) determine the type, size, terms and conditions of the grants, (iii) determine when grants will be made and the duration

of any applicable exercise or restriction period, including the criteria for exercisability and the acceleration of exercisability, (iv) amend the terms and conditions of any previously issued grant, subject to the limitations described below and (v) deal with any other matters arising under the Amended Plan. The Committee presently consists of Anton G. Gueth, Leonard S. Jacob, M.D., Ph.D., and Marvin Samson, each of whom is a non-employee director of our Company.

Eligibility for Participation.    All of our employees and the employees of our subsidiaries, all of our non-employee directors, and consultants and advisors who perform services for us and our subsidiaries are eligible to receive grants under the Amended Plan. As of March 28, 2016, approximately 108 employees, 6 non-employee directors and 3 consultants and advisors are eligible to receive grants under the Amended Plan. The Committee is authorized to select the persons to receive grants from among those eligible and the Committee will determine the number of shares of common stock that are subject to each grant.

Types of Awards.

Stock Options

The Committee may grant options intended to qualify as incentive stock options within the meaning of section 422 of the Internal Revenue Code (“ISOs”) or “nonqualified stock options” that are not intended to so qualify (“NQSOs”) or any combination of ISOs and NQSOs. Anyone eligible to participate in the Amended Plan may receive a grant of NQSOs. Only our employees and employees of our subsidiaries may receive a grant of ISOs.

The Committee will fix the exercise price per share of options on the date of grant. The exercise price of options granted under the Amended Plan will be equal to or greater than the last reported sale price of the underlying shares of common stock on the date of grant. However, if the grantee of an ISO is a person who holds more than 10% of the total combined voting power of all classes of our outstanding stock, the exercise price per share of an ISO granted to such person must be at least 110% of the last reported sale price of a share of common stock on the date of grant.

The Committee will determine the term of each option which shall not exceed ten years from the date of grant. Notwithstanding the foregoing, if the grantee of an ISO is a person who holds more than 10% of the combined voting power of all classes of our outstanding stock, the term of the ISO may not exceed five years from the date of grant. To the extent that the aggregate fair market value of shares of common stock, determined on the date of grant, with respect to which ISOs become exercisable for the first time by a grantee during any calendar year exceeds $100,000, such ISOs will be treated as NQSOs.

The Committee will determine the terms and conditions of options, including when they become exercisable. The Committee may accelerate the exercisability of any options. The Committee will also determine under what circumstances a grantee may exercise an option after termination of employment or service. Generally, if a grantee ceases to be employed by, or provide service to, us for any reason other than disability, death, or termination for cause, the grantee’s options will terminate 90 days following the date on which the grantee ceases to be employed by, or provide service to, us. If a grantee ceases to be employed by, or provide service to, us on account of the grantee’s disability or death, the grantee’s options will terminate one year following the date on which the grantee ceases to be employed by, or provide service to, us. In each case described above, the Committee may specify a different option termination date, but in any event no later than the expiration of the option term. If a grantee ceases to be employed by, or provide service to, us on account of termination for cause, the grantee’s options will terminate immediately.

A grantee may exercise an option by delivering notice of exercise to us. The grantee will pay the exercise price and any withholding taxes for the option: (i) in cash, (ii) unless the Committee determines otherwise, by delivering shares of common stock already owned by the grantee and having a fair market value on the date of exercise equal to the exercise price or by attestation to ownership of shares of common stock having a fair market value on the date of exercise at least equal to the exercise price, (iii) by payment through a broker in accordance with the procedures permitted by Regulation T of the Federal Reserve Board, (iv) through a net exercise procedure whereby a number of shares of common stock having a fair market value on the date of exercise equal to the aggregate exercise price of the option and/or withholding taxes are withheld and the remainder of the shares subject to such exercised option are delivered to the grantee, or (v) by such other method as the Committee may approve.

Stock Awards

The Committee may grant stock awards to anyone eligible to participate in the Amended Plan. The Committee may require that grantees pay consideration for the stock awards and may impose restrictions on the stock awards. If restrictions are imposed on stock awards, the Committee will determine whether they will lapse over a period of time or according to such other criteria as the Committee determines.

The Committee will determine the number of shares of common stock subject to the grant of stock awards and the other terms and conditions of the grant. Unless the Committee determines otherwise, a grantee will have the right to vote shares of common stock and to receive dividends paid on such shares during the restriction period. The Committee may determine that a grantee’s entitlement to dividends with respect to stock awards will be subject to the achievement of performance goals or other conditions. Any dividends paid on shares subject to stock awards that vest based on the achievement of performance goals will only be paid if and to the extent the underlying stock awards vest, as determined by the Committee.

Unless the Committee determines otherwise, if a grantee ceases to be employed by, or provide service to, us during the restriction period, or if other specified conditions are not met, then the grantee’s stock award will terminate as to all shares covered by the award as to which the restrictions have not lapsed, and those shares of common stock must be immediately returned to us.

Stock Units

The Committee may grant stock units to anyone eligible to participate in the Amended Plan. Each stock unit provides the grantee with the right to receive a share of common stock or an amount based on the value of a share of common stock at a future date. The Committee will determine the number of stock units that will be granted, whether stock units will become payable based on achievement of performance goals or other conditions, and the other terms and conditions applicable to stock units.

Stock units may be paid at the end of a specified period or deferred to a date authorized by the Committee. If a stock unit becomes distributable, it will be paid to the grantee in cash, in shares of common stock, or in a combination of cash and shares of common stock, as determined by the Committee. Unless the Committee determines otherwise, if a grantee ceases to be employed by, or provide service to, us before the stock units vest, or if other conditions are not met, the grantee’s stock units will be forfeited.

SARs

The Committee may grant SARs to anyone eligible to participate in the Amended Plan. SARs may be granted in connection with, or independently of, any option granted under the Amended Plan. Upon exercise of a SAR, the grantee will receive an amount equal to the excess of the fair market value of common stock on the date of exercise over the base amount for the SAR. Payment will be made in shares of common stock. The term of any SAR will not exceed ten years from the date of grant.

The base amount of each SAR will be determined by the Committee and will be equal to the per share exercise price of the related option or, if there is no related option, an amount that is at least equal to the last reported sale price of a share of common stock on the date of grant of the SAR. The Committee will determine the terms and conditions of SARs, including when they become exercisable. The Committee may accelerate the exercisability of any SARs. SARs may only be exercised while the grantee is employed by, or providing service to, us and our subsidiaries or within a specified period of time after termination of employment or service, as determined by the Committee.

Dividend Equivalents

The Committee may grant dividend equivalents in connection with stock units or other stock-based awards. Dividend equivalents are payable in cash or shares of common stock and may be paid currently or accrued as contingent obligations. The terms and conditions of dividend equivalents will be determined by the Committee. Any dividend equivalents granted in connection with stock units or other stock-based awards that are subject to specified performance goals will be payable only if and to the extent the underlying stock units or other stock-based awards are payable, as determined by the Committee.

Other Stock-Based Awards

The Committee may grant other stock-based awards, which are grants other than options, SARs, stock units, and stock awards. The Committee may grant other stock-based awards to anyone eligible to participate in the Amended Plan. These grants will be based on or measured by shares of common stock, and will be payable in cash, in shares of common stock, or in a combination of cash and shares of common stock. The terms and conditions for other stock-based awards will be determined by the Committee.

Qualified Performance-Based Compensation.    The Amended Plan permits the Committee to impose objective performance goals that must be met with respect to grants of stock units, stock awards, other stock-based awards or dividend equivalents granted to employees under the Amended Plan, in order for the grants to be considered qualified performance-based compensation for purposes of section 162(m) of the Internal Revenue Code (see “Federal Income Tax Consequences” below). Prior to, or soon after the beginning of, the performance period, the Committee will establish in writing the performance goals that must be met, the applicable performance period, the amounts to be paid if the performance goals are met, and any other conditions. The Committee may provide in the grant agreement that qualified performance-based grants will be payable or restrictions on such grants will lapse, in whole or part, in the event of the grantee’s death or disability during the performance period or under other circumstances consistent with Treasury regulations.

The performance goals, to the extent designed to meet the requirements of section 162(m) of the Internal Revenue Code, will be based on one or more of the following measures: stock price, total shareholder return, earnings per share, net earnings, operating earnings, earnings before income taxes, EBITDA (earnings before income tax expense, interest expense, and depreciation and amortization expense), return on assets, return on equity, growth in assets, unit volume, sales or market share, or strategic business criteria consisting of one or more objectives based on meeting specified revenue goals, product development goals, regulatory goals, market penetration goals, geographic business expansion goals, cost targets or goals relating to acquisitions or divestitures.

The Committee will not have the discretion to increase the amount of compensation that is payable upon achievement of the designated performance goals. After the announcement of our financial results for the performance period, the Committee will certify and announce the results for the performance period. If and to the extent that the Committee does not certify that the performance goals have been met, the grants of stock awards, stock units, other stock-based awards, dividends and dividend equivalents for the performance period will be forfeited or will not be made, as applicable.

Vesting Restrictions.    Stock awards, stock units and other stock-based awards granted under the Amended Plan shall vest over a period that is not less than one year from the date of grant; provided that up to 5% of the shares reserved for issuance under the Amended Plan (subject to adjustment as described below) may be granted under stock awards, stock units and other stock-based awards that are not subject to the minimum vesting period. The Committee retains the authority to accelerate vesting in connection with a grantee’s death or disability, or in the event of a change in control or certain other corporate transactions or events pursuant to which awards may be adjusted under the adjustment provisions of the Amended Plan (as described above), or in other circumstances as the Committee deems appropriate.

Deferrals.    The Committee may permit or require grantees to defer receipt of the payment of cash or the delivery of shares of common stock that would otherwise be due to the grantee in connection with any stock units or other stock-based awards under the Amended Plan. The Committee will establish the rules and procedures applicable to any such deferrals and may provide for interest or other earnings to be paid on such deferrals.

Adjustment Provisions.    If there is any change in the number or kind of shares of common stock outstanding (i) by reason of a stock dividend, spinoff, recapitalization, stock split, or combination or exchange of shares, (ii) by reason of a merger, reorganization or consolidation, (iii) by reason of a reclassification or change in par value, or (iv) by reason of any other unusual or infrequently occurring event affecting the outstanding shares of common stock as a class without our receipt of consideration, or if the value of outstanding shares of common stock is substantially reduced as a result of a spinoff or payment by us of an extraordinary dividend or distribution, the maximum number of shares of common stock available for issuance under the Amended Plan, the maximum number of shares of common stock for which any individual may receive grants in any year, the kind and number of shares covered by

outstanding grants, the kind and number of shares issued and to be issued under the Amended Plan, and the price per share or the applicable market value of such grants will be equitably adjusted by the Committee, in such manner as the Committee deems appropriate, to reflect any increase or decrease in the number of, or change in the kind or value of, the issued shares of common stock to preclude, to the extent practicable, the enlargement or dilution of rights and benefits under the Amended Plan and such outstanding grants. Any fractional shares resulting from such adjustment will be eliminated. In addition, in the event of a change of control, the provisions applicable to a change in control will apply. Any adjustments to outstanding grants shall be consistent with section 409A or 422 of the Internal Revenue Code, to the extent applicable.

Change of Control.    If a change of control occurs in which the Company is not the surviving corporation (or the Company survives only as a subsidiary of another corporation), unless the Committee determines otherwise, (i) all outstanding awards that are not exercised or paid at the time of the change of control will be assumed by, or replaced with awards that have comparable terms and value by, the surviving corporation (or a parent or subsidiary of the surviving corporation), and (ii) any performance-based awards will be deemed earned at target level as of the date of the change of control with respect to all open performance periods, and will continue to be subject to time-based vesting following the change of control.

Unless the Committee determines otherwise or as provided in the applicable grant agreement, if a grantee’s employment is terminated by us without cause upon or within 12 months following the change of control, the grantee’s outstanding awards will become fully vested as of the date of termination.

In addition, the Committee, in its discretion, may take any of the following actions with respect to any or all outstanding awards, without the consent of any grantee:

Any such acceleration, surrender, termination or settlement will take place as of the date of the change of control or such other date as the Committee may specify. If the per share fair market value of our stock does not exceed the per share exercise price or base price, as applicable, we will not be required to make any payment to the grantee upon surrender of the stock option or SAR.

For purposes of the Amended Plan, a change of control will be deemed to have occurred if one of the following events occurs:

Notwithstanding the foregoing, for any grants subject to section 409A of the Internal Revenue Code that will become payable upon a change of control, the transaction constituting a change of control must also constitute a “change in control event” for purposes of section 409A of the Internal Revenue Code.

Transferability of Grants.    Only the grantee may exercise rights under a grant during the grantee’s lifetime. A grantee may not transfer those rights except by will or the laws of descent and distribution; provided, however, that a grantee may transfer a grant other than an ISO pursuant to a domestic relations order. The Committee may also provide, in a grant agreement, that a grantee may transfer NQSOs to his or her family members, or one or more trusts or other entities for the benefit of or owned by such family members, consistent with applicable securities laws, according to such terms as the Committee may determine.

Participants Outside of the United States.    If any individual who receives a grant under the Amended Plan is subject to taxation in a country other than the United States, the Committee may make the grant on such terms and conditions as the Committee deems appropriate to comply with the laws of the applicable country.

No Repricing of Options.    We may not, without obtaining stockholder approval, (i) amend the terms of outstanding stock options or SARs to reduce the exercise price of such outstanding stock options or base price of such SARs, (ii) cancel outstanding stock options or SARs in exchange for stock options or SARs with an exercise price or base price, as applicable, that is less than the exercise price or base price of the original stock options or SARs or (iii) cancel outstanding stock options or SARs with an exercise price or base price, as applicable, above the current stock price in exchange for cash, other grants, our common stock or other securities, except in connection with a corporate transaction involving the Company (including a change of control). No stock options or SARs will be granted with automatic reload features.

Amendment and Termination of the Amended Plan.    The Board of Directors may amend or terminate the Amended Plan at any time, subject to stockholder approval if such approval is required under any applicable laws or stock exchange requirements. The Amended Plan will terminate on June 2, 2026, unless the Amended Plan is terminated earlier by the Board of Directors or is extended by the Board of Directors with stockholder consent.

Stockholder Approval for Qualified Performance-Based Compensation.    If stock awards, stock units, other stock-based awards or dividend equivalents are granted as qualified performance-based compensation under section 162(m) of the Internal Revenue Code, the Amended Plan must be re-approved by our stockholders no later than the first stockholders meeting that occurs in the fifth year following the year in which our stockholders previously approved the Amended Plan. Stockholder approval of this proposal will constitute reapproval of the Plan for this purpose.

Clawback Policy. All grants made under the Plan are subject to applicable provisions of our company’s clawback or recoupment policy approved by the Board of Directors, as such policy may be in effect from time to time.

New Plan Benefits

No award has been or will be granted under the Amended Plan that is contingent upon approval of this proposal by our stockholders at the Annual Meeting. Grants under the Amended Plan are discretionary, so it is not currently possible to predict the number of shares of common stock that will be granted or who will receive grants under the Amended Plan after the Annual Meeting. The last reported sale price of a share of common stock on March 28, 2016 was $0.74 per share.

The table below shows, as to each of the Company’s named executive officers and the various indicated individuals and groups, the awards granted between January 1, 2015 and December 31, 2015.

Antares Pharma, Inc. 2008 Equity Compensation Plan

(1)  Represents time-based restricted stock units and performance-based stock units assuming they are earned at target. See the Grant of Plan Based Awards - 2015 table for details of the time-based restricted stock units and performance-based stock units granted to the named executive officers.

(2)  Represents the number of shares underlying stock options granted in 2015. See the Grant of Plan Based Awards – 2015 table for details of the options granted to the named executive officers. See the Director Compensation – 2015 table for details of the options granted to the non-employee directors.

(3)  Mr. Graham commenced employment in 2015 and was not eligible for time-based restricted stock units, performance-based stock units or stock options under the Company’s long-term incentive program. The shares underlying the option granted to him in 2015 represents the shares underlying his sign-on option grant.

Federal Income Tax Consequences of the Amended Plan

The federal income tax consequences of grants under the Amended Plan will depend on the type of grant. The following description provides only a general description of the application of federal income tax laws to grants under the Amended Plan. This discussion is intended for the information of stockholders considering how to vote at the Annual Meeting and not as tax guidance to grantees, as the consequences may vary with the types of grants made, the identity of the grantees and the method of payment or settlement. The summary does not address the effects of other federal taxes (including possible “golden parachute” excise taxes) or taxes imposed under state, local, or foreign tax laws.

From the grantees’ standpoint, as a general rule, ordinary income will be recognized at the time of delivery of shares of common stock or payment of cash under the Amended Plan. Future appreciation on shares of common stock held beyond the ordinary income recognition event will be taxable as capital gain when the shares of common stock are sold. The tax rate applicable to capital gain will depend upon how long the grantee holds the shares. We, as a general rule, will be entitled to a tax deduction that corresponds in time and amount to the ordinary income recognized by the grantee, and we will not be entitled to any tax deduction with respect to capital gain income recognized by the grantee.

Exceptions to these general rules arise under the following circumstances:

(i) If shares of common stock, when delivered, are subject to a substantial risk of forfeiture by reason of any employment or performance-related condition, ordinary income taxation and our tax deduction will be delayed until the risk of forfeiture lapses, unless the grantee makes a special election to accelerate taxation under section 83(b) of the Internal Revenue Code.

(ii) If an employee exercises a stock option that qualifies as an ISO, no ordinary income will be recognized, and we will not be entitled to any tax deduction, if shares of common stock acquired upon exercise of the stock option are held until the later of (A) one year from the date of exercise and (B) two years from the date of grant. However, if the employee disposes of the shares acquired upon exercise of an ISO before satisfying both holding period requirements, the employee will recognize ordinary income at the time of the disposition equal to the difference between the fair market value of the shares on the date of exercise (or the amount realized on the disposition, if less) and the exercise price, and we will be entitled to a tax deduction in that amount. The gain, if any, in excess of the amount recognized as ordinary income will be long-term or short-term capital gain, depending upon the length of time the employee held the shares before the disposition.

(iii) A grant may be subject to a 20% tax, in addition to ordinary income tax, at the time the grant becomes vested, plus interest, if the grant constitutes deferred compensation under section 409A of the Internal Revenue Code and the requirements of section 409A of the Internal Revenue Code are not satisfied.

Section 162(m) of the Internal Revenue Code generally disallows a publicly held corporation’s tax deduction for compensation paid to its chief executive officer or certain other officers in excess of $1 million in any year. Qualified performance-based compensation is excluded from the $1 million deductibility limit, and therefore remains fully deductible by the corporation that pays it. We intend that options and SARs granted under the Amended Plan will be qualified performance-based compensation. Stock units, stock awards, dividend equivalents, and other stock-based awards granted under the Amended Plan may be designated as qualified performance-based compensation if the Committee conditions such grants on the achievement of specific performance goals in accordance with the requirements of section 162(m) of the Internal Revenue Code. While deductibility of executive compensation for federal income tax purposes is among the factors the Committee considers when structuring our executive compensation arrangements, it is not the sole or primary factor considered. We retain the flexibility to authorize compensation that may not be deductible if we believe it is in the best interests of the Company.

We have the right to require that grantees pay to us an amount necessary for us to satisfy our federal, state or local tax withholding obligations with respect to grants. We may withhold from other amounts payable to a grantee an amount necessary to satisfy these obligations. The Committee may permit or require a grantee to satisfy our withholding obligation with respect to grants paid in shares of common stock by having shares withheld, at the time the grants become taxable, provided that the number of shares withheld does not exceed the individual’s minimum applicable withholding tax rate for federal, state and local tax liabilities, or such other amount as determined by the Committee.

Vote Required; Recommendation of the Board of Directors

The affirmative vote of a majority of the votes cast by stockholders present, in person or by proxy, and entitled to vote at the Annual Meeting, will be required to approve the amendment and restatement of the Company’s 2008 Equity Compensation Plan.

The Board of Directors unanimously recommends a voteFOR approval of the amendment and restatement of the Antares Pharma, Inc. 2008 Equity Compensation Plan.

Proposal No. 5

TO APPROVE AND ADOPT AN AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF

CAPITAL STOCK OF THE COMPANY FROM 203,000,000 SHARES TO 303,000,000 SHARES IN ORDER TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE,

OF THE COMPANY FROM 200,000,000 SHARES TO 300,000,000 SHARES

Background

The Board of Directors has unanimously approved, and recommended to the stockholders to approve and adopt, an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of capital stock of the Company from 203,000,000 shares to 303,000,000 shares in order to increase the number of authorized shares of common stock, par value $0.01 per share, of the Company from 200,000,000 shares to 300,000,000 shares. The Board of Directors has determined that this amendment is advisable and in the best interests of the Company and should be adopted by the stockholders. The Company is currently authorized to issue 3,000,000 shares of preferred stock, par value $0.01 per share, and the proposed amendment will not affect this authorization.

Reason for the Proposal

The proposed increase in the number of authorized shares of our common stock has been recommended by the Board of Directors to ensure that an adequate supply of authorized, unissued shares of common stock is available for general corporate needs and to provide the Board of Directors with the necessary flexibility to issue common stock in connection with acquisitions, merger transactions, financings, through public offerings or private placements, stock splits, stock dividends and equity compensation plans and arrangements, in each case without the expense and delay associated with obtaining stockholder approval of an amendment to the Company’s Certificate at the time of such action, except as may be required for a particular issuance by applicable law or by the rules of any stock exchange on which our securities may then be listed. Moreover, pursuant to various agreements, the Company has agreed to reserve an amount of common stock issuable upon exercise of options and warrants. The Company expects that it may need to reserve additional shares of common stock in the future for similar purposes.

Of the 200,000,000 shares of common stock presently authorized to be issued under the Company’s Certificate, 154,927,660 shares were outstanding as of March 28, 2016 and up to 9,497,889 shares were reserved for issuance upon vesting of restricted stock and upon the exercise of outstanding options. Additionally, 956,178 shares of common stock may be granted to our executives under performance-based restricted stock unit awards.

The Board of Directors has determined that an increase in the number of authorized shares of common stock is in the best interest of the Company. In particular, the Board of Directors has contemplated that the Company could use the proposed additional shares of common stock:

When issued, any additional shares of common stock authorized by the amendment will have the same rights and privileges under our Certificate as the shares of common stock currently authorized and outstanding. Holders of common stock currently have no preemptive rights and, accordingly, stockholders would not have any preferential rights to purchase any of the additional shares of common stock when such shares are issued.

Except as disclosed above, the Company does not presently have any definitive plans, arrangements or understandings with respect to the issuance of any of the remaining newly authorized shares of common stock; however, as stated above, the proposed increase in the common stock the Company is authorized to issue has been recommended by the Board of Directors to ensure that an adequate supply of authorized, unissued shares of common stock is available for general corporate needs and to provide the Board of Directors with the necessary flexibility to issue common stock in connection with acquisitions, merger transactions or financings, through public offerings or private placements, stock splits, stock dividends and equity compensation plans and arrangements, in each case without the expense and delay associated with obtaining stockholder approval of an amendment to the Certificate at the time of such action, except as may be required for a particular issuance by applicable law or by the rules of any stock exchange on which our securities may then be listed.

Although the Board of Directors has no present intention of issuing such additional shares for such purposes, the proposed increase in the number of authorized shares of our common stock could enable the Board of Directors to render more difficult or discourage an attempt by another person or entity to obtain control of the Company. Such additional shares could be issued by the Board of Directors in a public or private sale, merger or similar transaction, increasing the number of outstanding shares of the Company’s capital stock and thereby diluting the equity interest and voting power of a party attempting to obtain control of the Company. The increase in the number of authorized shares of common stock has not, however, been proposed for an anti-takeover-related purpose and we have no knowledge of any current efforts to obtain control of the Company or to effect large accumulations of our common stock. This Proposal No. 5 is not part of any plan by the Company to adopt a series of amendments to its Certificate or Bylaws so as to render the takeover of the Company more difficult. Moreover, we are not submitting this Proposal No. 5 to enable us to frustrate any efforts by another party to acquire a controlling interest or to seek representation on the Board of Directors.

The issuance of additional shares of common stock may furthermore, depending upon the circumstances under which such shares are issued, reduce existing stockholders’ equity per share and may reduce the percentage ownership of common stock by existing stockholders. It is not the present intention of the Board of Directors to seek stockholder approval prior to any issuance of shares of common stock that would become authorized by the amendment unless otherwise required by applicable law or by the rules of any stock exchange on which our securities may then be traded. Frequently, opportunities arise that require prompt action, and it is the belief of the Board of Directors that the delay associated with stockholder approval of a specific issuance could be to the detriment of the Company and its stockholders.

Possible Anti-Takeover Effects of the Amendment

If this proposal is approved, the increase in authorized common stock will not have any immediate effect on the rights of existing stockholders. However, the Board of Directors will have the authority to issue the additional authorized common stock without requiring future stockholder approval of such issuances, except as may be required by applicable law. To the extent that additional authorized shares are issued in the future, they would decrease the existing stockholders’ percentage equity ownership and voting power and, depending on the price at which they are issued, may have a dilutive effect on our earnings per share and book value per share. The Company has no current plan, commitment, arrangement, understanding or agreement regarding the issuance of the additional shares of common stock that will result from the Company’s adoption of the proposed amendment.

Description of the Amendment

Subject to stockholder approval of this Proposal No. 5, Article IV of the Company’s Amended and Restated Certificate of Incorporation would be amended and restated in its entirety to read as follows:

“The total number of shares of capital stock which the Corporation shall have authority to issue is Three Hundred Three Million (303,000,000) shares, consisting of Three Hundred Million (300,000,000) shares of common stock, par value $0.01 per share (“Common Stock”), and Three Million (3,000,000) shares of preferred stock, par value $0.01 per share (“Preferred Stock”).”

Amendment Effective Date

If the proposed amendment to our Certificate as outlined in this Proposal No. 5 is approved and adopted by the stockholders, the Board of Directors will cause the Certificate of Amendment reflecting the adopted amendment to be filed with the Secretary of State of the State of Delaware. The Certificate of Amendment will be effective upon its filing. If the stockholders do not adopt this Proposal No. 5, the Certificate of Amendment will not be filed with the Secretary of State of the State of Delaware.

No dissenters’ rights are available under the General Corporation Law of the State of Delaware or under our Certificate or Bylaws to any stockholder who dissents from this Proposal No. 5.

Vote Required; Recommendation of the Board of Directors

The affirmative vote of a majority of the shares outstanding, and entitled to vote at the Annual Meeting, will be required to approve and adopt an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of capital stock of the Company from 203,000,000 shares to 303,000,000 shares in order to increase the number of authorized shares of common stock, par value $0.01 per share, of the Company from 200,000,000 shares to 300,000,000 shares.

Our Board of Directors recommends a voteFOR the approval and adoption of an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of capital stock of the Company from 203,000,000 shares to 303,000,000 shares in order to increase the number of authorized shares of common stock, par value $0.01 per share, of the Company from 200,000,000 shares to 300,000,000 shares.2018.

EXECUTIVE OFFICERS OF THE COMPANY

The following individuals served as our executive officers during the year ended December 31, 2015:2017:

Robert F. Applebecame Antares’serves as our President and Chief Executive Officer in January 2016 and as a director in March 2016.director. Please see Mr. Apple’s biographical information set forth in the Election of Directors section in this proxy statement.

James E. FickenscherFred M. Powell is currently Seniorbecame our Executive Vice President and Chief Financial Officer. HeOfficer in September 2017. Mr. Powell joined the Company in November 2014. Previously,October 2016 as our Senior Vice President and Chief Financial Officer. Prior to joining Antares, from December 2012 until October 2016, Mr. FickenscherPowell served as Vice President and Chief Financial Officer for Celator Pharmaceuticals Inc., a publicly traded, clinical stage, oncology-focused biopharmaceutical company. Prior to joining Celator, from March 2011 until November 2012, Mr. Powell was the Chief Financial Officer of Auxilium Pharmaceuticals,OraPharma, Inc. from MayFrom 2005 until August 2014. From January 2000 until April 2004,2011, Mr. Fickenscher served as Senior Vice President,Powell was Chief Financial Officer of Aventis Behring L.L.C.,BMP Sunstone Corporation, a wholly owned subsidiarypublicly traded specialty pharmaceutical company. From 2002 until 2004, Mr. Powell served as the Chief Financial Officer of Aventis, predecessorEximias Pharmaceutical Corporation, a privately-held biopharmaceutical company. From 1999 to Sanofi S.A.2002, Mr. Fickenscher joined Aventis Behring L.L.C. in 1995Powell served as the Senior Vice President, Business DevelopmentFinance and Strategic PlanningAdministration, of InnaPhase Corporation, a technology solutions provider for life sciences companies. From 1993 to 1999, Mr. Powell held various positions at Premier Research Worldwide, a publicly-traded company specializing in providing clinical and diagnostic services to the pharmaceutical and biotech industries, including Director of Finance and Administration, from that time until 2000, also held the positions of General Manager, Japan1993 to 1996, and Vice President & General Manager, Hemophilia Business Unit. Throughout his tenure at Aventis Behring L.L.C., he was also responsible for strategic planning. PriorChief Financial Officer, from 1996 to Aventis Behring L.L.C.,1999. Since June 2017, Mr. Fickenscher worked at Rhone-Poulenc Rorer, predecessor to Sanofi S.A., in its Collegeville, PA and Paris, France offices and at Deloitte & Touche LLP. Mr. Fickenscher received his B.S. at Bloomsburg University of Pennsylvania. He isPowell has served as a member of the American InstituteAdvisory Board for Penn State Worthington Scranton and Treasurer of Certified Public Accountants.the Youth Orchestra of Bucks County. Prior to 1989, Mr. Powell held various positions of increasing responsibility at KPMG LLP. Mr. Powell holds a BS in Accounting from Pennsylvania State University.

Peter J. Grahamis currentlybecame our Executive Vice President, General Counsel, Chief Compliance Officer, Human Resources and Corporate Secretary in September 2017. Mr. Graham joined the Company in July 2015 as our Senior Vice President, General Counsel, Chief Compliance Officer, Human Resources & Corporate Secretary. Mr. Graham joinedPrior to joining the Company, in July 2015. Previously, from 2010 until 2015, Mr. Graham served as Executive Vice President, General Counsel, Chief Compliance Officer and Global Human Resources of Delcath Systems, Inc., a publicly traded specialty pharmaceutical and medical device company focused on cancers of the liver. Prior to Delcath, between 2008 and 2010, Mr. Graham was Vice President, General Counsel and a member of the Executive Committee of ACIST Medical Systems, Inc., a wholly owned subsidiary of Bracco, SpA., a global company specializing in diagnostic and therapeutic medical devices for cardiology and radiology. From 1997 tountil its sale in 2008, Mr. Graham spent 11 years atE-Z-EM, Inc., a publicly listed global medical device and pharmaceutical company specializing in CT and MR imaging solutions. During his tenure atE-Z-EM, Mr. Graham held various senior level management positions serving as its Senior Vice President, Chief Legal Officer, Global Human Resources and Secretary from 2005 until 2008.2008 and Senior Vice President, General Counsel and Secretary from 2003 until 2005. From 1997 until its initial public offering in 2004, Mr. Graham also served as General Counsel and Corporate Secretary for AngioDynamics, Inc., (then a wholly owned subsidiary ofE-Z-EM), a leading provider of innovative medical devices used by interventional radiologists, cardiologists, surgeons, and other physicians. Mr. Graham was a member of the Board of Directors of AngioDynamics from 2006 to 2007. Mr. Graham earned his J.D. at Yeshiva University’s Benjamin N. Cardozo School of Law in 1995, and his B.A. in Political Science at the University of Wisconsin-Madison.

Eamonn P. Hobbs served as Antares’ President, Chief Executive Officer and a director until January 24, 2016. Mr. Hobbs joined Antares Pharma as President and Chief Executive Officer in June 2014. Mr. Hobbs was appointed to the Board of Directors in August 2009 and served as a member of our Audit Committee and our Governance and Nominating Committee until June 2014.

Mr. Hobbs has over 30 years of experience in the medical device and combination products industry, including the medical specialty fields of interventional radiology, vascular surgery, interventional cardiology, surgical oncology and gastroenterology. From 2009 to 2013 Mr. Hobbs served as President and Chief Executive Officer of Delcath Systems, Inc., a specialty pharmaceutical and medical device public company specializing in cancer treatment. Prior to Delcath Systems, Inc., Mr. Hobbs served as President and Chief Executive Officer of AngioDynamics, Inc., a company he co-founded in 1988 as a division of E-Z-EM, Inc. which grew into a leading medical technology public company with a highly diverse product line and which became publicly traded in 2004. Throughout his 21 year tenure there, he led its efforts in marketing, strategic planning, product development and general management. From 1988 to 2004, Mr. Hobbs also served as Executive Vice President of Business Development of E-Z-EM, Inc., a publicly traded company. Before joining AngioDynamics, Mr. Hobbs was Director of Marketing and Product Development at NAMIC; founder, President and Chief Executive Officer of Hobbs Medical, Inc; and a Product Development Engineer at Cook Incorporated. Mr. Hobbs received a Bachelor of Science in Plastics Engineering with a Biomaterials emphasis at the University of Massachusetts (Lowell). Mr. Hobbs recently served as Chairman of the Board of Directors of the Medical Device Manufacturers Association and from 2009 to 2013 served as Chairman of the Board of Directors of Cappella Cardiovascular Innovations, Incorporated. Mr. Hobbs is currently Chairman of the Board of Directors of Morris Innovative, Inc. and Marvao Medical Devices, Ltd, and serves on the Board of Directors of Harmonic Medical, Inc. From 2009 until 2014, Mr. Hobbs served on the Board of Governors of the Glens Falls Hospital.

Jennifer Evans Staceyserved as Senior Vice President, General Counsel, Human Resources & Secretary. Ms. Stacey joined the Company from May 2014 until July 2015. Previously, Ms. Stacey served as Senior Vice President, General Counsel, Secretary & Human Resources at FXI, Inc. from November 2012 until May 2014. From January 2005 until February 2012, Ms. Stacey served as Executive Vice President, General Counsel, Human Resources and Secretary at Auxilium Pharmaceuticals, Inc. From its formation in October 1995 until April 2004, Ms. Stacey was Senior Vice President, Corporate Communications, and General Counsel of Aventis Behring L.L.C. Prior to Aventis Behring, Ms. Stacey was with Rhône-Poulenc Rorer, predecessor company to Sanofi S.A., first at its headquarters in Collegeville, PA and then at its offices in Paris, France as International Counsel. Ms. Stacey began her legal career at King & Spalding in Washington, DC, where she served as an associate in the Corporate Finance Department. Ms. Stacey graduated with a B.A. from Princeton University and obtained her J.D. from University of Pennsylvania Law School.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Certain Relationships and Related Party Transactions

None.

Review, Approval or Ratification of Transactions with Related Parties

We engage in a process whereby we identify and review all relationships and transactions in which the Company and its directors and executive officers or their immediate family members are participants to determine whether such persons have a direct or indirect material interest. As required under SEC rules, transactions that are determined to be directly or indirectly material to the Company or a related party would be disclosed in our proxy statement; however, during our fiscal year ended December 31, 2015,2017, we did not have any related party transactions. The process for the review of all potential related party transactions is documented in our written corporate policies. In addition, the Audit Committee reviews and approves or ratifies any related party transaction that is required to be disclosed.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview

The following discussion provides an overview and analysis of our Compensation Committee’s philosophy and objectives in designing compensation programs as well as the compensation determinations and the rationale for those determinations relating to our Chief Executive Officer, Chief Financial Officer and the other executive officers who served as executive officers during the year, to whom we refer to collectively as our “named executive officers.” Our named executive officers for 20152017 were Messrs. Robert F. Apple, Fickenscher, Graham, HobbsFred M. Powell and Ms. Stacey. Ms. Stacey’s employment as Senior Vice President, General Counsel, Human Resources & Secretary, terminated effective July 13, 2015, and Mr. Graham was appointed Senior Vice President, General Counsel, Chief Compliance Officer, Human Resources & Secretary, effective July 14, 2015. Mr. Hobbs’ employment was terminated, effective January 24, 2016, and Mr. Apple was promoted to President and Chief Executive Officer, effective January 25, 2016.Peter J. Graham.

Executive Summary

Despite fiscal year 2015 being a challenging year for our stock price, we made significantWe continued to make progress toward achievingon our strategic goals and objectives.objectives in 2017. Most notably, we achieved the following:

Although we achieved a number of our strategic goals and objectives, we also suffered a product development setback with regard to XYOSTED™ when we received a CRL from the FDA in October 2017 in connection with the XYOSTED™ NDA.

Executive Compensation Philosophy

The Company’s compensation philosophy is to pay for performance, support the Company’s business strategies, and offer competitive compensation arrangements to attract and retain key individuals. Consistent with this philosophy, the Compensation Committee considered the impact of our corporate performance during 20152017 in determining named executive officer compensation for 2015,2017, as well as each named executive officer’s individual performance, macroeconomic conditions generally, and data from peer group companies.

Our executive compensation decisions are based on the following fundamental philosophies and objectives of our Compensation Committee:

●

compensation programs should align the interests of our executive officers with those of our stockholders by evaluating and rewarding our executives’ performance based on key financial andnon-financial measurements that we believe are critical to our success and increasing stockholder value;

Executive Compensation Program.    Our Compensation Committee uses formal policies and processes to evaluate and assess the compensation of our named executive officers. These policies and processes are reflected in compensation decisions for 20152017 and 2016,2018, and signify our Compensation Committee’s commitment to align executive compensation with the business objectives and performance of the Company. We reward our named executive officers in a manner that supports a philosophy ofpay-for-performance while maintaining an overall level of compensation that is competitive with the compensation paid to similarly situated named executive officers in our peer group and the life sciences industry. Our Compensation Committee used or will use the following compensation components, processes and programs to review, assess and establish executive compensation.

Compensation Components.    The three primary components of executive compensation are base salary, annual incentive cash awards and long-term equity incentive awards. These components are administered with the goal of providing total compensation that is competitive in the marketplace, while recognizing meaningful differences in individual performance and offering the opportunity to earn superior rewards when merited by individual and Company performance. To that end, target named executive officer total compensation pay mix for the named executive officersfiscal 2017 is as follows:

Base Salary.    We pay our executive officers a base salary, which our Compensation Committee reviews and determines annually. Base salaries are used to compensate our executive officers for performing the core responsibilities of their positions and to provide them with a level of security with respect to a portion of their total compensation. Base salaries are set in part based on the executive’s unique skills, experience and expected contribution to the Company, as well as individual performance, including the impact of such performance on our business results, and the period of the executive’s performance. Decisions regarding base salary increases take into account, the executive’s current base salary, third-party benchmark and survey data, and the salary compensation paid to executive officers within the Company, as well as the Company’s overall performance and its success in achieving its operational and strategic goals and objectives, and the executive officer’s contribution to Company performance.

Annual Incentive Cash Awards.    Annual incentive compensation is intended to establish a direct correlation between annual cash awards and the performance of the Company. The Company’s Annual Incentive Plan, or “AIP,” is an annual incentive cash bonus plan designed to align the interests of participants with the interests of the Company and its stockholders. The AIP is designed to strengthen the link between a participant’s pay and his or her overall performance and the Company’s performance, focus participants on critical individual and corporate objectives, offer a competitive cash incentive, and encourage and reward performance and competencies critical to the Company’s success.

Long-Term Incentive Compensation.    In addition to using base salaries and annual incentive cash bonuses, which our Compensation Committee views as short-term compensation, to reward our executive officers for meeting Company and individual performance objectives, a portion of our executive compensation is in the form of long-term equity compensation. Long-term incentive compensation is an area of emphasis in the Company’s strategy to compensate its named executive officers, as this will align a significant portion of each executive’s total compensation with the long-term performance of the Company and the interests of the Company’s stockholders. Our Long-Term Incentive Plan, or “LTIP” is an annual equity-based incentive plan designed to better align participants’ interests with those of the Company and its stockholders by rewarding participants for their contributions to the long-term success of the Company. The LTIP is designed to incentivize Company leaders to focus on the long-term performance of the Company, offer participants competitive, market-based long-term incentive award opportunities, and strengthens the link between a participant’s compensation and his or her overall performance and the Company’s overall performance. We believe the LTIP will

further assist us in achieving an appropriate balance between our long- and short-term performance as well as between the achievement of annual operating objectives and long-term delivery of stockholder return by providing compensation commensurate with overall delivery of Company performance.

Our Compensation Committee and senior management are focused on providing an appropriate mix of short-term and long-term incentives, and we are mindful not to rely on highly leveraged incentives that would result in risky short-term behavior. Our compensation program provides long-term incentives to ensure that our named executive officers continue in employment with us and directly tie executive compensation to achievement of our strategic objectives and generation of stockholder value. Based upon the strong level of achievement of the foregoing corporate objectives, the Compensation Committee took the following actions with respect to 20152017 compensation for our named executive officers:

●

Awarded annual cash incentive awards, to all of our named executive officers, as discussed in more detail below under the section entitled “Annual Incentive Awards.”

●

MadeConsistent with our compensation philosophy, made grants at the 75th percentile target under the Company’s 20152017 long-term incentive program, as discussed in more detail below under the section entitled “Long-Term Incentives – Equity Compensation.”

●

In connection with Messrs. Powell’s and Graham’s respective promotions to Executive Vice President in September 2017, increased Messrs. Powell’s and Graham’s target AIP to 45% from 40%.

Effect of the 20152017 Advisory Vote on NEONamed Executive Officer Compensation

At the May 2015June 2017 Annual Meeting of Stockholders, we held anon-binding stockholder advisory vote on the compensation of our named executive officers, commonly referred to as a Say on Pay vote. We had significant support from our stockholders with respect to the compensation of our named executive officers, with approximately 96%95% of stockholder votes cast in favor of our Say on Pay resolution. As we evaluated our named executive officer compensation program during 2015,2017, our Compensation Committee considered the strong support our stockholders expressed for our named executive officer compensation practices which emphasizes short and long-term incentive compensation that rewards our most senior executives when they deliver value for our stockholders.

Looking Forward to 2016Determination of Competitive Compensation for 2017

CEO Transition

In January 2016, the Company promoted Mr. Apple to President and Chief Executive Officer from his prior position of Executive Vice President and Chief Operating Officer following the termination of employment of Mr. Hobbs as President and Chief Executive Officer. Mr. Apple has had a long and successful tenure with the Company and we believe he is uniquely positioned to lead the Company through several catalysts over the next 12 months including the mid-year launch of the Sumatriptan auto injector, the preparation and filing of the QS T NDA with the FDA, continued revenue growth and growth in our alliance business through additional collaborations.

2016 Executive Compensation Benchmarking

In late 2015,2016, we reengagedengaged Pearl Meyer to assist the Compensation Committee in updatingdetermining whether the peer group was still appropriate and conducting an executive compensation analysis that was completed in early 2016, based on the revised peer group. The purpose of Pearl Meyer’s updated report was to ensure that the Company is using the appropriate comparator group for our executive compensation benchmarking, to provide an understanding of how our executive compensation program compares to market practice and to serve as the basis for our Compensation Committee’s assessment regarding current pay competitiveness and potential actions for 2016.

In light of our 72% increase in revenue over fiscal 2014 a new peer group was adopted to reflect the Company’s current size. In selecting the new peer group, the Compensation Committee used the followinganalysis. Taking into account several key factors:factors, including revenue ($34 – $93 million), market capitalization ($111 – $993 million), the fact that the comparator company has a commercialized product in the area of drug delivery methods and technologies within specialty pharmaceuticals and the number of employees (40 – 301)., the Compensation Committee determined that no changes would be made to the peer group for 2017, except that Raptor Pharma would no longer be included due to the lack of relevant compensation disclosure. The following 1413 comparator companies comprise our newthe peer group:

As guidance for the 2016 namedThe executive officer’s overall compensation including base salary increases, the Compensation Committee used data from the new peer group and third party data sources. The Compensation Committee expects to use data from the new peer group to determine other compensation levels and programs for the remainder of 2016.

Determination of Competitive Compensation for 2015

In late 2014, we engaged Pearl Meyer to assist the Compensation Committee in updating the peer group and conducting an executive compensation analysis. The analysis was completed in early 2015,2017, based on the revised peer group. The purpose of Pearl Meyer’s updated report was to ensure that the Company is using the appropriate comparator group for our executive compensation benchmarking, to provide an understanding of how our executive compensation program compares to market practice and to serve as the basis for our Compensation Committee’s discussion regarding current pay competitiveness and potential actions for 2015. The adjustments made to the peer group did not have a material impact on the compensation levels using 2014 survey data from the new peer group, indicating that the Company’s executive compensation program is competitive and consistent with market practice.

In selecting the new peer group, the Compensation Committee used the following key factors: revenue ($0.3 – $48 million), market capitalization ($22 – $764 million), the fact that the comparator company has a commercialized product in the area of drug delivery methods and technologies within specialty pharmaceuticals and the number of employees (8 – 310). The following 14 comparator companies comprise the peer group for 2015:

To conduct the analysis for 2015,2017, Pearl Meyer reviewed the executive pay packages provided for similar roles among the comparator group set forth in the table above. The purpose of the assessment was to provide a market comparison for the Company’s executive compensation program and to serve as the basis for our Compensation Committee’s discussion regarding current pay competitiveness and potential actions for 2015. 2017.

The market comparisons in the Pearl Meyer report are based on the pay levels and compensation practices reported in the proxy disclosures of our peer group and survey data for size appropriate companies in the life sciences industry as a whole. Our Compensation Committee referred to the report by Pearl Meyer from February 20152017 as a guide in assessing the level of overall compensation of our executives in connection with itsbasis for setting and adjusting of 20152017 cash compensation and equity compensation levels and its assessmentwithin the context of 2015year-end 2016 performance and determining the level of salary increase and bonus amounts to be awarded and for base salary adjustments for 2015.market compensation levels.

Based on our compensation objectives and philosophy with reference to the February 20152017 study conducted by Pearl Meyer, the Compensation Committee determined that overall compensation for our executive officers generally is aligned with market practice. The report indicated that the pay mix for our named executive officers emphasizes long-term equity compensation more than its peers and ties a greater percentage of equity compensation directly to Company performance. The Compensation Committee believes that tying executive compensation to Company performance is an important tool to increasing long-term stockholder value, as evident by our strong emphasis on long-term, performance-based compensation and helps align our named executive officer with stockholders.

The Compensation Committee generally targets the 50th percentile for the named executive officers’ cash-based compensation, which is comprised of base salary plus target bonus, but has from time to time made, and will continue to make, determinations that represent a departure from the general guideline of targeting the 50th percentile for certain compensation elements, such as long-term incentive compensation which was targeted at the 75th percentile for 2015. 2017. Equity grants are targeted at the 75^th percentile in order to provide meaningful equity grants to executives and to tie a greater percentage of executive compensation to Company performance as compared to our peers. Although our equity grant philosophy has been consistent for multiple years, in 2016 we granted equity awards that were approximately 56% of the market 75^th percentile target given our stock price performance at the time of grant and to ensure that the Company’s newly reserved equity pool would be sufficient to cover multiple annual grant period. At the time of the 2017 equity grant, our stock price more than doubled and therefore the Compensation approved equity grants to the named executive officers per the Company’s philosophy (i.e., market 75^th percentile).

In addition, because a significant portion of our compensation is performance-based, if performance targets are achieved (or not achieved), actual cash and equity compensation paid to our named executive officers may vary considerably from that paid to executives in our peer group. In determining 20152017 compensation, the Compensation Committee also considered the level of experience of the executive management

team, the critical role the executive management team plays in achieving the Company’s strategic goals, individual performance and the individual’s experience.

The charts below represent the mix of target total direct compensation awarded to our Chief Executive Officer and other named executive officers in 2017. Consistent with our pay for performance philosophy, a majority of the target total direct compensation is variable, as it is based on performance. The Company’s Chief Executive Officer is eligible to participate in the same executive programs as the named executive officers; however, a larger proportion of his target total direct compensation is at risk. The charts below reflect target compensation for Messrs. Apple, Graham and Powell. As indicated below, approximately 86% of the target total direct compensation awarded to the Chief Executive Officer and 74% awarded to the other named executive officers in 2017 was based on elements that may vary from year to year depending on performance.

We believe our approach to goal setting, weighting of targets, and evaluation of performance results assists in mitigating excessive risk-taking by our named executive officers that could harm our value or reward poor judgment by our named executive officers. We believe that several features of our programs reflect sound risk management practices. Specifically:

All of the foregoing features areestablish a balanced compensation program that is designed to mitigate risk and properly account for the time horizon of risk based on our strategic business objectives. For a more detailed discussion of these features, refer to the discussion below under “Annual Incentive Awards” and “Long-Term Incentives – Equity Compensation.”

The Pearl Meyer February 2015 report indicated that the pay mix for our named executive officers is aligned with market practice with an emphasis on long-term incentive compensation versus base salary. The report indicated that the Company emphasizes long-term equity more than its peers. The Compensation Committee believes that tying executive compensation to Company performance is an important tool to increasing long-term stockholder value, as evident by our strong emphasis on long-term, performance-based compensation and helps align our named executive officer with stockholders. A significant portion of the stock options granted to our named executive officers are underwater.

Each named executive officer has an employment agreement with us that includes base salary and annual and long-term incentives. Further details regarding the terms of thesethe employment agreements are described below.

Looking Forward to 2018

2018 Executive Compensation Benchmarking

In late 2017, we reengaged Pearl Meyer to assist the Compensation Committee in evaluating the peer group and conducting an executive compensation analysis that was completed in early 2018. The charts below representpurpose of Pearl Meyer’s updated report was to ensure that the mixCompany is using the appropriate comparator group for our executive compensation benchmarking, to provide an understanding of target total directhow our executive compensation awardedprogram compares to market practice and to serve as the basis for our Chief Executive OfficerCompensation Committee’s assessment regarding current pay competitiveness and other named executive officerspotential actions for 2018.

The peer group was adopted in 2015. Consistent with our paylate 2016 for performance philosophy,2017 benchmarking to reflect the Company’s size, revenue, market capitalization, the fact that the comparator company has a majority of the target total direct compensation is variable, as it is based on performance. The Company’s Chief Executive Officer is eligible to participatecommercialized product in the same executive programs as the named executive officers; however, a larger proportionarea of his target total direct compensation is at risk. The charts below include pro-rated base salarydrug delivery methods and incentive bonus amounts based ontechnologies within specialty pharmaceuticals and the number of daysemployees, as more fully described above under “Determination of Competitive Compensation for 2017.” Although Pearl Meyer’s analysis in late 2017 indicated that no changes to the peer group for 2018 were required, Pearl Meyer informed the Compensation Committee that Derma Sciences, Inc. and Xenoport, Inc had been removed from the peer group because both companies were acquired. In order to have more robust benchmarking data, the Compensation Committee determined that BioDelivery Sciences International, Inc. will be added to the peer group for 2018.

As guidance for the 2018 named executive officers were employed byofficer’s overall compensation including base salary increases, the CompanyCompensation Committee used data from the peer group and do not include sign-on awards received in connection with commencementthird-party data sources. The Compensation Committee expects to use data from the peer group to determine other compensation levels and programs for the remainder of employment. As indicated below, approximately 76% of the target total direct compensation awarded to the Chief Executive Officer and 70% awarded to the other named executive officers in 2015 was based on elements that may vary from year to year depending on performance.

Role of our Named Executive Officers in Determining Executive Compensation.

The Compensation Committee has established an annual performance review program for our named executive officers pursuant to which annual corporate and individual performance goals are determined and communicated in writing to each executive at the beginning of each calendar year. For named executive officers other than the Chief Executive Officer, individual goals are proposed by the Chief Executive Officer. Individual goals for the Chief Executive are approved by the Compensation Committee. The Chief Executive Officer also submits corporate performance goals which are reviewed and approved by the Compensation Committee at the beginning of each year. The Chief Executive Officer’s goals are the same as the corporate goals. Each named executive officer’s evaluation begins with a written self-assessment which is submitted to the Chief Executive Officer. The Chief Executive Officer then prepares an evaluation based on the named executive officer’s self-assessment and the Chief Executive Officer’s own evaluation. This process leads to a recommendation by the Chief Executive Officer for annual executive salary increases and bonuses, if any, which is then reviewed and approved by the Compensation Committee. In the case of the Chief Executive Officer, his individual performance evaluation is conducted by the Chairman of the Board of Directors and Compensation Committee, which determines his compensation changes and awards. In connection with 20152017 compensation, the Chief Executive

Officer provided recommendations to the Compensation Committee to assist it in determining compensation levels. While the Compensation Committee utilized this information, and valued the Chief Executive Officer’s observations with regard to other named executive officers, the ultimate decisions regarding named executive officer compensation were made by the Compensation Committee. The Chief Executive Officer did not make recommendations as to his own compensation.

Base Salaries

In March 2015,February 2017, in connection with the Compensation Committee’s evaluation of Company and named executive officer performance during 2014,2016, and in February 2016,2018, in connection with the Compensation Committee’s evaluation of Company and named executive officer performance during 2015,2017, the Compensation Committee approved modest base salary increases as set forth in the table below. In each case, exceptFor those named executive officers who were eligible for Mr. Apple’s base salary increase in connection with his promotion to Chief Executive Officer in January 2016,increases, the base salaries were increased by approximately 4%.3.6% on average with respect to increases in February 2017 and 4.5% on average with respect to increases in February 2018. The current named executive officer base salary increases are generally consistent withwas increased to better align to median market practice, as indicated by the peer group compensation reports from Pearl Meyer and other third party compensation studies.

Annual Incentive Awards

The Company maintains the AIP. The performance goals vary year by year, as approved by the Compensation Committee.

Our principal objective in providing annual incentive compensation is to provide pay for performance. While we target our opportunities for annual incentive compensation to be comparable to the median level of our peer group of companies, this guideline is based on target award levels, and actual payouts to the named executive officers can vary significantly based on actual performance.

We set target award levels for our executives based on a percentage of their base salary, as reflected in each named executive officer’s employment agreement.agreement or as otherwise determined by the Compensation Committee. For Mr. Hobbs,Apple, the target annual incentive award is 55% of base salary, and for all other named executive officers, it is 40%Messrs. Powell and Graham, their target annual incentive awards were increased to 45% of base salary.salary in connection with their respective promotions to Executive Vice President in September 2017. The Compensation Committee reviewed the performance goals for the named executive officers at its February 20152017 meeting and finalized and approved

the goals shortly thereafter. In setting the goals for 2015,2017, the Compensation Committee determined the weight any particular Company performance goal carried within the applicable category. For 2015,2017, the Company performance goals were weighted as follows: corporate goals made up 60%,35% and pipeline development goals made up 35% and organizational goals made up the final 5%remaining 65%.

For the Chief Executive Officer the achievement of the foregoing Company performance goals account for 100% of his 2015 annual incentive compensation and for all other named executive officers, the achievement of the foregoing Company performance goals account for 80% of their annual incentive compensation while individual goals account for 20% of the 20152017 annual incentive award. Individual employee objective attainment is capped at 150% of target.

The following table sets forth the Company performance goals, the relative weighting of each goal and theyear-end results.

The individual performance goals for Mr. Apple in 2015 aligned with the corporate goals set forth above. The individual goals for Mr. Fickenscher included (i) supporting commercial and development teams in their drive to achieve Company-wide revenue goals, (ii) assisting the Chief Executive Officer in tracking executive leadership team members’ progress against corporate objectives, (iii) establishing a robust and transparent standard financial reporting package for regular review by the Board of Directors and management and (iv) building out the Company’s cash reserves and financial, information technology and business development personnel to sustain organization growth goals. The individual goals for Mr. Graham included (i) expanding the Company’s corporate compliance program and supporting the field sales force to ensure compliance with various reporting requirements, (ii) implementing compensation programs and benchmarks to support employee engagement initiatives, (iii) increasing efficiency in SEC reporting and (iv) ensuring compliance with State Annual Business reporting. The Compensation Committee determined that Mr. Apple, Mr. Fickenscher and Mr. Graham achieved the targeted level of performance with respect to their individual goals and awarded them a 100% payout for this portion of the annual incentive plan.

In December 2015, the Compensation Committee adopted the Antares Annual Incentive Plan. The adoption of the Plan formalizes the Company’s annual cash incentive program and does not represent a new compensation program for the employees, including the named executive officers. The terms of the Plan are consistent with those set forth above. The performance goals will vary year by year, as approved by the Compensation Committee.

Goal		Weighting		Results		Payout
2017 GAAP Revenue		35%		Reported record revenue of $54.5 million for the full year which represented a 4% increase over the prior year		34.0%
XYOSTED™ Approval		10%		CRL received October 20, 2017		0.0%
XYOSTED™ Launch Readiness		20%		CRL received October 20, 2017 - Sales force was not hired		0.0%
New product line extension		10%		Completed development		10.0%
New product opportunity		25%		First in man study commenced prior to December 31, 2017		17.5%
Discretionary Amount						5.0%
Total		100%				66.5%

At its February 20162018 meeting, the Compensation Committee assessed whether and to what extent the applicable performance goals were achieved for 2015.2017. As discussed above, the Compensation Committee determined that the Company performance goals were achieved at a level of 104%61.5% plus an additional 5% discretionary amount was added to reflect the leadership team’s significant efforts to respond expediently and efficiently to the CRL received from the FDA in October 2017. In connection with the CRL received in October 2017, the respective performance goals were not achieved and the executives were not paid incentive compensation with respect to these goals, as indicated in the chart above. The individual performance goals for Messrs. Apple, Powell and Graham included overseeing, coordinating and completing the sale of ZOMAJET™ Needle-Free Delivery System to Ferring Pharmaceuticals, overseeing, coordinating and completing a capital raise of at least $20,000,000, and overseeing and developing an updated corporate strategic plan. The Compensation Committee determined that Messrs. Apple, Powell and Graham each achieved 92% of the targeted level of performance with respect to his respective individual goals were achieved at 100%. and awarded each of them a payout of 92% of target for this portion of the AIP.

Accordingly, the Compensation Committee awarded the following annual incentive awards for 20152017 performance:

Epi Bonus Plan

In addition to the regular annual incentive award program described above, on May 28, 2015, the Board, upon the recommendation of the Compensation Committee, approved a special cash bonus plan with Messrs. Hobbs, Apple, Fickenscher and Ms. Stacey as participants. Under the plan, the named executive officers were eligible to receive a special cash bonus in the event that certain milestones were achieved within specified time periods regarding the approval by the FDA of the ANDA for the VIBEX^® epinephrine pen (“Epi pen”), filed by Teva (the “Epi Bonus Plan”). The EPI Bonus Plan metric is not duplicative of the 2015 annual incentive metrics listed above. The program was intended as a supplementary performance-based incentive plan for 2015. The Company supplies to Teva the device for the Epi pen and assists Teva in all regulatory matters concerning the device.

The actual amount of the cash award paid under the Epi Bonus Plan could range from 0% to 150% based on the attained level of achievement. The table below summarizes the potential payouts of the Epi Bonus Plan awards for the executive officers of the Company. If the threshold goal is not achieved by the date specified by the Board during the performance period, no cash amounts will be paid to the named executive officers under the Epi Bonus Plan. Achievement of performance levels between threshold and target and between target and maximum will be interpolated on a straight line basis.

In February 2016, the Compensation Committee determined that the goals under the Epi Bonus Plan were not met and no payouts were made under the plan. The plan terminated at the end of fiscal year 2015.

Name		2017 Target Annual Incentive Award ($)		2017 Actual Annual Incentive Payout ($)		Percentage of 2017 Target Annual Incentive Award Actually Paid (%)
Robert F. Apple		290,318		207,751		71.6%
Fred M. Powell		155,250		111,097		71.6%
Peter J. Graham		166,496		119,144		71.6%

Long-Term Incentives – Equity Compensation

We maintain the 2008 Equity Compensation Plan, which is a broad based omnibus equity compensation program that permits the Compensation Committee to award various types of equity based awards. The Compensation Committee approves all equity grants. The Compensation Committee may makeoff-cycle grants for newly hired or newly promoted officers, and otherwise makes other grants only in special circumstances. We do not backdate grants of stock options or common stock, nor do we time grants to coincide with the release of materialnon-public information about us. We believe that our grant practices are appropriate and minimize questions regarding “timing” of grants in anticipation of material events, since grants become effective in accordance with standard grant procedures.

The Company utilizes “double trigger” vesting. Accordingly, unless the Compensation Committee determines otherwise with respect to a particular grant, to the extent a change of control of the Company occurs and the Company is not the surviving corporation (or survives only as a subsidiary of another corporation) and if the awards are assumed by, or replaced with awards with comparable

terms by, the surviving corporation (or parent or subsidiary of the surviving corporation), the awards will vest or become fully exercisable, as applicable on the date that the grantee is terminated by the Company without cause if such termination is upon or within 12 months following the change in control.

As with 2016, the total value of the annual long-term incentive plan award to each senior officer, including each named executive officer, is targeted at the 75th percentile of the value of annual awards granted by other companies in the Company’s peer group, as described in the table below. The Compensation Committee determined that the 75th percentile of target value of the annual awards granted was appropriate given the aggressive performance hurdles for the performance stock unit program, the level of experience of the senior officers and the role the senior officers play in furthering the Company’s strategic corporate goals.

Pursuant to the Company’s modified long-term incentive program for senior officers, as approved by the Board on May 28, 2015, upon the recommendation of the Compensation Committee, certain of its senior officers, including its named executive officers, receive the long-term incentive award value under the 2017 long-term incentive program in the form of performance stock units, restricted stock units and stock option grants to purchase the Company’s common stock. Under the program,one-third of the value of the annual award for each senior officer was delivered in the form of performance stock units,one-third of the value of the annual award was delivered in shares of restricted stock units andone-third of the value of the annual award was delivered in the form of stock options, in each case granted under the Company’s 2008 Equity Compensation Plan, as amended. The number of performance stock units that may ultimately be earned can vary based on the level of achievement attained over the performance period while the restricted stock unit and stock option awards represent a set number of units or options that vest over time based on continued employment by the named executive officer. The number of units or shares for each award type was determined using appropriate valuation tools, such as the Black Scholes model.

As with 2014, the total value of the annual long-term incentive plan award to each senior officer is targeted at the 75th percentile of the value of annual awards granted by other companies in the Company’s peer group. The Compensation Committee determined that the 75th percentile of target value of the annual awards granted was appropriate given the aggressive performance hurdlesBlack-Scholes model for the performance stock unit program, the level of experience of the senior officers and the role the senior officers play in furthering the Company’s strategic corporate goals.options.

We believe that the performance-based restricted stock unit portion of the annual award is strongly aligned with shareholderstockholder interests because the performance goals established represent challenging milestones that should help create significant value to the companyCompany if achieved. We believe that stock options provide a strong incentive to increase stockholder value, because the value of the options is entirely dependent on the increase in the market price of our common stock following the date of grant. We believe the restricted stock unit awards provide an appropriate level of balance to the performance-oriented equity components of our long-term program. Additionally, restricted stock units use fewer shares than options, thereby benefitting stockholders because the dilutive effect is minimized.

The table below shows the aggregate target value of equity awards for each of the named executive officers participating in the 2017 long-term incentive program, the actual aggregate value of equity awards granted, as well as the value for each award type. In the tables that follow, the number of units or shares determined using the valuation tools described above are set forth.

Performance Stock Units

Performance stock unit awards were granted in May 2015.August 2017. The performance stock unit awards are earned and vested and convert into actual shares of our common stock based on our attainment of certain performance goals measured over the three-year measurement period beginning January 1, 20152017 and ending December 31, 2017,2019, subject to continued employment or service with us through the specified periods. The actual number of shares of our common stock into which the performance stock units may convert will be calculated by multiplying the number of performance stock units by a performance percentage ranging from 0% to 150% based on the attained level of our performance as measured in terms of the following three performance goals:

The performance goals were chosen by the Compensation Committee because the Compensation Committee believes that successful product development should create increased value for stockholders and the named executive officers should have a significant portion of their awards dependent upon relative total stockholder return.

Each performance criterion has levels of achievement designated as threshold, target and maximum with 50% of the performance stock units vesting if the threshold level is achieved; 100% of the performance stock units vesting if the target level is achieved and 150% of the performance stock units vesting if the maximum level is achieved.

The actual number of performance stock units earned and vested will be based on the actual performance level achieved. In the event that the actual performance level achieved does not meet threshold performance (i.e., less than 50%) for an applicable performance measure, then no performance stock units will be earned and vested for that performance measure. Threshold level performance may be achieved for one performance measure and not another based on our actual performance during the three-year performance period.

The actual number of performance stock units earned and vested will be determined by the Compensation Committee based on the actual performance level achieved with respect to the applicable performance goals, subject to the items for which performance goals may be adjusted pursuant to the 2008 Equity Compensation Plan and factoring in the weighting for each performance measure (as described above).

If a named executive officer’s employment or service with us terminates prior to the completion of the performance period, then the officer’s performance stock unit award will be forfeited, whether or not the performance goals are met. If a change of control occurs while a grantee is employed by, or providing services to, us, the performance stock unit award will vest as if target performance had been achieved as to each performance goal, such that the target number of shares subject to the award is deemed fully earned and vested as of the date of the change of control.

TheAlthough the TSR goal and the number of performance stock units were determined by the Compensation Committee in June 2017, the performance stock unit grants made to Messrs. Hobbs, Apple, FickenscherPowell and Ms. StaceyGraham pursuant to the long-term incentive program were made on May 28, 2015, based onAugust 25, 2017, upon the peer group review completed by Pearl Meyer. Mr. Hobbs and Ms. Stacey forfeitedfinalization of the performance stock unit grants made to them on May 28, 2015 when their employment terminated on January 24, 2016 and July 13, 2015, respectively. Mr. Graham was not eligible to participate in the long-term incentive program for 2015 because he commenced employment in the last half of 2015. The stock option, restricted stock unit and performance stock unit awards are listed below.

other goals. The table below summarizes the 20152017 performance stock unit awards for the executive officers of the Company:

Stock Options and Time-Vested Restricted Stock Units

The stock options granted pursuant to the long-term incentive program (i) have aten-year term, (ii) have an exercise price equal to the closing price of our common stock, as reported on NASDAQ on the date of grant, (iii) vest in quarterly installments over three years, and (iv) are otherwise granted on the same standard terms and conditions as other stock options granted pursuant to the 2008 Equity Compensation Plan. AsPlan, including the newly implemented “double trigger” vesting provisions in the event of a change in control of the proxy date, all of the stock options granted to our named executive officers in 2015 are underwater.Company.

The restricted stock units granted pursuant to the long-term incentive program vest in annual installments over three years.years and are subject to “double trigger” vesting provisions in the event of a change in control of the Company.

The table below summarizes the 20152017 restricted stock units and stock options awarded to the executive officers of the Company on June 7, 2017 pursuant to the long-term incentive program:

In 2012 the Compensation CommitteePerformance Results on Performance Stock Units granted performance-based stock units to certain executive officers under the Company’s 2008 Equity Compensation Plan, pursuant to which a certain number of stock units could be earned based on the level of achievement of performance goals over the three-year performance period commencing January 1, 2012in 2014, 2015 and ending December 31, 2014, or a four-year performance period commencing January 1, 2012 and ending December 31, 2015. Mr. Apple is the only executive officer granted such performance-based stock units who continues to be employed by the Company. The Compensation Committee determined that the goal related to the timing of the commercial launch of methotrexate were achieved at the maximum level and, effective February 10, 2015, Mr. Apple was issued 12,519 shares of our common stock based on achievement of that goal at the maximum level. The Compensation Committee determined that the revenue goal for the 2012 to 2014 performance period was not achieved and the goal related to an NDA filing for QS T for the 2012 to 2015 performance period was not achieved. Accordingly, Mr. Apple forfeited the remainder of the units under the award and no additional shares may be earned under the performance-based stock unit award granted to Mr. Apple in 2012.

In 2013 the Compensation Committee granted performance-based stock units to certain executive officers under the Company’s 2008 Equity Compensation Plan, pursuant to which a certain number of stock units could be earned based on the level of achievement of performance goals over the three-year period commencing on January 1, 2013 and ending on December 31, 2015, or a four-year performance period commencing on January 1, 2013 and ending on December 31, 2016. Mr. Apple is the only executive officer granted such performance-based stock units who continues to be employed by the Company. The Compensation Committee determined that the revenue goal for the 2013 to the 2015 performance period was not achieved. Accordingly, Mr. Apple forfeited the units under the award related to the revenue target. The extent to which the remainder of the goals related to QS T NDA filing and business development out-licensing under the 2013 grant to Mr. Apple will be achieved will be determined by the Compensation Committee following the end of the four-year performance period ending on December 31, 2016.2016

In 2014 the Compensation Committee granted performance-based stock units to certain executive officers under the Company’s 2008 Equity Compensation Plan, pursuant to which a certain number of stock units could be earned based on the level of achievement of performance goals over the three-year performance period commencing January 1, 2014 and ending December 31, 2016, or a four-year performance period commencing January 1, 2014 and ending December 31, 2017. The extentMr. Apple is the only executive officer granted such performance-based stock units who continues to whichbe employed by the Company. The goals related to revenues and total stockholder return under the 2014 grant were not achieved by December 31, 2016 and Mr. Apple forfeited the units under the award related to the revenue and total stockholder return targets. The goal related to the timing of the launch of XYOSTED™ under the 2014 grant was not achieved by December 31, 2017, and Mr. Apple forfeited the units under the award related to the XYOSTED™ launch goal.

In 2015 the Compensation Committee granted performance-based stock units to certain executive officers under the Company’s 2008 Equity Compensation Plan, pursuant to which a certain number of stock units could be earned based on the level of achievement of performance goals over the three-year performance period commencing January 1, 2015 and ending December 31, 2017. Mr. Apple is the only executive officer granted such performance-based stock units who continues to be employed by the Company. The goal related to total stockholder return under the 2015 grant was not achieved by December 31, 2017 and Mr. Apple forfeited the units under the award related to the total stockholder return targets. The goal related to the timing of filing of a NDA for XYOSTED™ was achieved at maximum and Mr. Apple was issued the maximum number of shares for this goal under the 2015 grant. The goal related to the number and timing of new pipeline projects in clinical development was achieved at threshold and Mr. Apple was issued the threshold number of shares for this goal under the 2015 grant.

In 2016 the Compensation Committee granted performance-based stock units to certain executive officers under the Company’s 2008 Plan, pursuant to which a certain number of stock units could be earned based on the level of achievement of performance goals over the three-year period commencing on January 1, 2016 and ending on December 31, 2018. Messrs. Apple and Graham are the only executive officers granted such performance-based stock units who continue to be employed by the Company. The extent to which the goals will be achieved will be determined by the Compensation Committee following the end of the three-year performance period ending on December 31, 2016. The extent to which the goal

related to the timing of the launch of QST under the 2014 grant will be achieved will be determined by the Compensation Committee following the end of the four-year performance period ending on December 31, 2017.2018.

For additional information regarding stock option and restricted stock unit award terms, see the narrative accompanying the Grants of Plan-Based Awards table. The dollar amount shown in the Summary Compensation Table reflects the aggregate grant date fair value of the option awards. See the footnotes to the Summary Compensation Table for further information.

Perquisites

We do not have programs for providing personal benefit perquisites to named executive officers, such as separate parking or dining facilities.

Broad-Based Programs

Our named executive officers participate in our broad-based group health plan and 401(k) savings plan offered to all full time employees of the Company. There was no mandatory matching of the employees’ 401(k) contributions provided by the Company during the year. Annually, the Compensation Committee determines if a discretionary match is to be made based on the performance and financial position of the Company. Under the

The Company’s 401(k) plan we matched employee contributions at the rate of 50% for each dollar contributed up to the maximum dollar amount that may be deferred under the 401(k) plan for 2015.

In February 2016, the Board of Directors approved an amendment to the 401(k) plan which replaces the discretionary company contribution match formula withprovides a defined company contribution match equal to 50% of each employee’s deferral in the 401(k) plan up to the maximum deferrals permitted under the Internal Revenue Code. Additionally, the match will beis contributed with each semi-monthly payroll rather than once annually.payroll.

Employees can designate the investment of their 401(k) accounts from among a broad range of mutual funds. We do not allow investment in our common stock through the 401(k) plan. Please see the table titled “Security Ownership of Directors and Executive Officers” for information regarding stock ownership of our named executive officers.

The Company pays the premiums for group term life and disability insurance coverage for the named executive officers on the same terms that apply to all Company employees.

Compensation Adviser Independence

In connection with the compensation reviews conducted throughout 2015,2017, the Compensation Committee worked directly with Pearl Meyer. Pearl Meyer reported directly to the Compensation Committee and all work conducted by Pearl Meyer for the Company is on behalf, under the direction and the authority, of the Compensation Committee. Pearl Meyer was engaged principally to provide an executive compensation analysis for 2015, as well as a non-employee director analysis and severance compensation recommendations.2017. Pearl Meyer did not provide servicesalso provided guidance with respect to the Company other than the foregoing consulting servicesemployee and havenon-employee director equity compensation. Pearl Meyer has no other direct or indirect business relationships with the Company or any of its affiliates.

After examining whether there was a conflict of interest present between the Company and Pearl Meyer, the Compensation Committee concluded that Pearl Meyer did not have any conflicts of interest during 2015.2017. In reaching this conclusion, the Compensation Committee considered the six independence factors relating to committee advisers that are specified in SECRule 10C-1.

Stock Ownership Guidelines

While we do not have formal stock ownership guidelines or holding requirements, in the past our named executive officers continued to hold a majority of the shares issued to them upon vesting or upon attainment of the performance criteria under the performance stock unit awards. Please see the table entitled “Security Ownership of Directors and Executive Officers” for information regarding the holdings of common stock of our current named executive officers.

During 2015, the Compensation Committee updated the Company’s insider trading policy to enhance its anti-hedging

provision and to add an anti-pledging provision. Pursuant to the Company’s insider trading policy, the Company prohibits any director, officer or other employee from buying or selling puts or calls of our stock (i.e., entering into a hedging transaction), as well as trading in derivative securities of the Company’s stock or purchasing any other financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds) that are designed to hedge or offset any decrease in the market value of our securities. The insider trading policy also prohibits any director, officer or other employee from pledging our securities as collateral. None of our directors or executive officers has hedged our common stock. Additionally, none of our directors or executive officers has any outstanding pledges of our common stock. As of December 31, 2015, none2017, one of our named executive officers sold shares of stock under a10(b)5-1 plans plan in 2015.2017.

Clawback Policy

We have not yet adopted a formal clawback policy because we await the issuance of clarifying regulations by the SEC regarding required elements of any such clawback policy. As required by section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we intend to adopt a clawback policy upon issuance by the SEC of final rules regarding clawbacks. The 2008 Equity Compensation Plan includes a provision that all grants made under the 2008 Equity Compensation Plan are subject to applicable provisions of our Company’s clawback or recoupment policy approved by the Board of Directors or a duly authorized committeeCommittee thereof, as such policy may be in effect from time to time, whether or not approved before or after the effective date of the 2008 Equity Compensation Plan.

Ongoing and Post-Employment Compensation

We are a party to employment agreements with each of our named executive officers,Messrs. Apple, Powell and Graham, which provide for special benefits upon certain types of termination events. In addition, the Company maintains the Antares Pharma, Inc. Severance Plan (the “Severance Plan”) for the benefit of eligible U.S. employees of the Company, with features suggested by Pearl Meyer. The employment agreements and the Severance Plan are designed to be part of a competitive compensation package and provide for severance pay and benefits upon an involuntary termination and for increased severance pay and benefits in the event an eligible employee is terminated from employment in connection with a “change of control” of the Company. The description of these agreements and the Severance Plan below does not include plans that are available generally to our salaried employees and provide for the same method of allocation of benefits for management andnon-management employees.

Severance Plan

Although the Severance Plan sets forth conditions to receipt of severance benefits and specifies the amount of severance benefits to be provided to participants, the Company has complete discretion to provide severance benefits to participants who otherwise would be ineligible, deny severance benefits to participants who otherwise would be eligible and provide severance benefits in amounts that differ from those set forth in the Severance Plan.

The Severance Plan does not supersede written employment agreements between the Company and any individual named executive officer, provided, however that severance benefits may be provided under the Severance Plan to the extent the Severance Plan provides the officer with greater benefits than those provided under his or her written employment agreement with the Company. Mr. Hobbs, as Chief Executive Officer of the Company during 2015, was not eligible to participate in the Severance Plan.

If the Company determines, in its sole discretion, that a named executive officer’s employment with the Company has been terminated by the Company and the named executive officer is not otherwise ineligible for severance pay, or the named executive officer’s employment with the Company has been terminated by the named executive officer for good reason (as defined in the named executive officer’s employment agreement with the Company), the named executive officer may be eligible to receive severance benefits under the Severance Plan; provided the named executive officer complies with certain terms of the Severance Plan, including, but not limited to, signing and not revoking the Company’s standard waiver and release. The named executive officer may further be required, in the discretion of the Company, to agree to any confidentiality, non-competition, non-solicitation, non-disparagement and other covenants as the Company, in its sole discretion, deems appropriate, and the named executive officer may be required to agree to such additional terms and conditions related to the termination of the employment relationship that the Company, in its sole discretion, decides to require as a condition of receiving severance benefits under the Severance Plan.

The severance pay and benefits that may be paid under the Severance Plan to named executive officers eligible to participate in the Severance Plan other than Mr. Apple are not greater than the severance pay and benefits payable to them under their employment agreements.

The severance benefits that may be paid to Mr. Apple pursuant to the terms of the Severance Plan are greater than the severance benefits that Mr. Apple is entitled to under his employment agreement. To the extent the Company determines that Mr. Apple is eligible to receive severance benefits under the Severance Plan, he is eligible to receive one year of his base salary, paid in installments in accordance with the Company’s normal payroll practices, plus a pro-rated annual bonus at target for the year of termination. If his termination of employment occurs upon or within 12 months following a change of control, then Mr. Apple is eligible to receive 18 months of base salary, paid in installments in accordance with the Company’s normal payroll practices, plus a pro-rated annual bonus at target for the year of termination. In addition, upon such termination of employment upon or within 12 months following a change of control, all of Mr. Apple’s then outstanding equity awards granted pursuant to the 2008 Equity Compensation Plan (or a successor plan), that vest based on Mr. Apple’s continued service with the Company will accelerate, become fully vested and, to the extent applicable, exercisable, and all of Mr. Apple’s then outstanding equity awards that vest based on the attainment of performance criteria shall remain subject to the terms and conditions of the agreement evidencing such performance based award.

In addition, for the period of time for which Mr. Apple is eligible to receive severance payments under the Severance Plan, the Company will reimburse Mr. Apple for the COBRA premiums paid by Mr. Apple for himself and his eligible dependents for continued coverage under the Company’s group health plan, less the amount he would have been required to contribute for group health coverage for such benefits if he were still an active employee of the Company.

If the payments and benefits otherwise payable to Mr. Apple under the Severance Plan would constitute excess parachute payments within the meaning of section 280G of the Internal Revenue Code, then the Company will reduce such payments and benefits to an amount that would avoid any excise taxes under section 4999 of the Internal Revenue Code, provided that such reduction would provide Mr. Apple with a greater net after-tax benefit than would no reduction.

Employment Agreements and Potential Payments upon Termination

Our employment agreements with Messrs. Hobbs, Apple, Fickenscher,Powell and Graham and Ms. Stacey that were in effect in 20152017 provide for certain severance payments and other benefits if we terminate such named executive officers’ employment without “cause,” or if the executive officer terminates employment for “good reason,” in each case, without regard to whether the termination occurs in the context of a “change of control.” Certain enhanced severance benefits are payable if the termination is in connection with a change of control. A general description of the definitionsterms of those termsthe employment agreements is set forth in the discussion below.

As of December 31, 2015, the severance benefits that may be paid to Mr. Apple pursuant to the terms of the Severance Plan are greater than the severance benefits that Mr. Apple is entitled to under his employment agreement, as described above, and are set forth in the table below describing the severance amounts that would have been payable to Mr. Apple had his employment terminated on December 31, 2015. The Company and Mr. Apple entered into an amended and restated employment agreement on March 4, 2016 in connection with his promotion to President and Chief Executive Officer, the terms of which are also briefly described below.

The employment agreements with Messrs. Apple, Fickenscher,Powell and Graham and Hobbs entitle the named executive officers to receive a base salary and an annual performance-based bonus, and for Messrs. Fickenscher, Graham and Hobbs, provide that they are eligible to participate in any long-term incentive equity incentive programs established by the Company for senior level executives, including the Company’s 2008 Plan.

Under the employment agreements, Messrs. Apple, Fickenscher,Powell and Graham and Hobbs are entitled to severance in the event of a termination by the Company without cause or by the named executive officer for good reason.

For Messrs. Fickenscher,Apple, Powell and Graham, and Hobbs, in the event of such termination of employment within the period beginning 60 days immediately prior to a change of control and ending on the last day of the 12-month18-month period immediately following a change of control (the “Change of Control Protection Period”), the named executive officers are entitled to severance equal to:

In the event the employment of Messrs. Fickenscher,Apple, Powell or Graham or Hobbs is terminated by the Company without cause or by the named executive officer for good reason before or after the Change of Control Protection Period, the named executive officer is entitled to severance equal to:

Under Mr. Apple’s employment agreement in effect in 2015, Mr. Apple is entitled to the same amount of severance in the event of a termination without cause or for good reason, regardless of whether such termination occurs in connection with a change of control equal to:

In the event that the employment of Messrs. Apple, Fickenscher,Powell or Graham or Hobbs is terminated by the Company without cause or by Messrs. Apple, Fickenscher,Powell or Graham or Hobbs for good reason and the named executive officer does not execute or revokes a release and waiver of claims in favor of the Company and its affiliates, the named executive officer will not be entitled to the severance benefits set forth above.

If the employment of Messrs. Apple, Fickenscher,Powell or Graham or Hobbs is terminated for any reason, including by the Company for cause, on account of the named executive officers’ death or disability, or if the named executive officer terminates his employment for any reason other than good reason, then the Company will pay the named executive officer all amounts earned, accrued and owing but not yet paid as of the date of his termination, including base salary, bonus, accrued and unused vacation and expenses incurred, and any benefits accrued and due under any applicable benefit plans and programs of the Company.

The employment agreements also provide that if the payments and benefits otherwise payable to Messrs. Apple, Fickenscher,Powell and Graham and Hobbs under the employment agreements would constitute excess parachute payments within the meaning of section 280G of the Internal Revenue Code, then the Company will reduce such payments and benefits to an amount that would avoid any excise taxes under section 4999 of the Internal Revenue Code, provided that such reduction would provide Messrs. Apple, Fickenscher,Powell or Graham or Hobbs with a greater netafter-tax benefit than would no reduction.

The employment agreements provide that at all times during the employment of Messrs. Apple, Fickenscher,Powell or Graham or Hobbs and thereafter, each named executive officer will maintain the confidentiality of all confidential information obtained by him as a result of his employment with the Company, including information received by him prior to the effective date of the employment agreement. In addition, during the term of their employment with the Company and for a specified period of time thereafter, the named executive officer cannot (i) compete against the Company, (ii) solicit in any way the customers of the Company;Company, or (iii) recruit in any way the employees of the Company. Such specified period is the six month12-month period after employment termination form Messrs. FickenscherPowell and Graham (or the 12-month18-month period if Messrs. Fickenscher’sPowell’s or Graham’s employment is terminated by the Company without cause or by Messrs. FickenscherPowell or Graham for good reason during the Change of Control Protection Period) or for Messrs.Mr. Apple and Hobbs, the 12-month15-month period after their termination of employment (or the24-month period if Mr. Hobbs’Apple’s employment is terminated by the Company without cause or by Mr. HobbsApple for good reason during the Change of Control Protection Period).

Termination for “good reason” generally means a termination initiated by the named executive officer in response to one or more of the following events: (i) a material decrease in the base salary of the named executive officer, (ii) a decrease in the target annual bonus below a specified percentage, (iii) a change in the designation of title, unless such change is to a higher title and level of responsibility, that results in a material diminution of the named executive officer’s authority, duties and responsibilities, (iv) a relocation of the principal business location to a location that is 60 miles or more from Center City, Philadelphia,Ewing, New Jersey, (v) the Company’s failure to materially comply with the terms of the employment agreement, (vi) the failure of the Company to require a successor to assume the obligations of the Company to the named executive officer under the named executive officer’s employment agreement or any other agreement between the named executive officer and the Company, or (vii) the Company’s delivery to the named executive officer of a notice of its intent not to renew the term of the employment agreement, provided that the named executive officer is willing and able to execute a new contract providing terms and conditions substantially similar to the those in the agreement and to continue providing services to the Company. In order for a termination to be on account of good reason, the named executive officer must notify the Company of the officer’s intention to terminate for good reason, the Company has an opportunity to cure the action or omission that constitutes the ground for good reason and the named executive officer must terminate employment for good reason shortly after the end of the Company’s cure period.

Generally, a change of control under the employment agreements means: (1) the acquisition by any person or entity of 50 percent or more of the Company’s then outstanding voting stock or voting securities; (2) a merger or consolidation as a result of which our stockholders do not own at least 50 percent of the value of our outstanding equity or combined voting power of our voting securities; or (3) a sale of all or substantially all of our assets occurs.

A named executive officer’s employment may be terminated for “cause,” which generally includes the following: (A) dishonesty, fraud or misrepresentation in connection with employment, (B) theft, misappropriation or embezzlement of the Company’s funds or resources, (C) conviction of or a plea of guilty ornolo contendere in connection with any felony, crime involving fraud or misrepresentation, or any other crime, or (D) a breach by the officer of any material term of the employment agreement. In the event of termination for cause, the employment agreements generally require termination of all compensation as of the termination date, except as to amounts already earned.

The following tables set forth information regarding potential payments upon termination of employment for Messrs. Apple, Fickenscher,Powell and Graham, and Hobbs, including in connection with a change of control, estimated as of December 31, 2015,2017, assuming the termination and change of control occurred on December 31, 2015,2017, under the terms of their respective employment agreements; provided however that the severance benefits that Mr. Apple is eligible to receive under the Severance Plan are greater than what he is eligible to receive under his employment agreement so the table for Mr. Apple includes amounts that he would be eligible to receive under the Severance Plan.agreements.

Apple

(6)

These amounts assume a terminationthat Mr. Apple’s employment was terminated without cause or for good reason on the date of the change of control, payable pursuant to the terms of the Severance Plan because the terms of the Severance Plan provide Mr. Apple with greater benefits upon a termination in connection with a change of control than those benefits provided under his employment agreement.control.

FickenscherPowell

(6)(5)

Mr. Fickenscher’sPowell’s employment agreement also provides that if the payments and benefits otherwise payable to Mr. FickenscherPowell under the employment agreement or otherwise would constitute excess parachute payments within the meaning of section 280G of the Internal Revenue Code, then the Company will reduce such payments and benefits to an amount that would avoid any excise taxes under section 4999 of the Internal Revenue Code, provided that such reduction would provide Mr. FickenscherPowell with a greater netafter-tax benefit than would no reduction. Based on estimates as of December 31, 2015,2017, Mr. FickenscherPowell’s payments and benefits would not be subjectreduced to an amount to avoid any excise tax under section 4999 of the Internal Revenue Code if all amounts were paid, sobecause that would provide Mr. Powell with a greater netafter-tax benefit than would no reduction to his payments would apply.reduction.

(7)(6)

These amounts assume that Mr. Fickenscher’sPowell’s employment was terminated without cause or for good reason on the date of a change of control.

Graham

netafter-tax benefit than would no reduction. Based on estimates as of December 31, 2015,2017, Mr. Graham would not be subject to anreceive a greater netafter-tax benefit if all amounts are paid and Mr. Graham pays the excise tax under section 4999 of the Internal Revenue Code, if all amounts were paid, so no reductionrather than reducing the payments and benefits payable to his payments would apply.Mr. Graham to avoid any such excise tax.

(5)(6)

These amounts assume that Mr. Graham’s employment was terminated without cause or for good reason on the date of a change of control.

Hobbs

(5)

Includes the value of the unvested options, time based restricted stock units and performance-based restricted stock units granted to Mr. Hobbs on June 23, 2014, March 10, 2015 and May 28, 2015, all of which will accelerate upon a change of control. The performance-based restricted stock unit grants will vest at target on a change of control.

(6)

All Other Compensation consists of the continuation of health and dental insurance benefits for either 12 months, or, if the termination occurs during the Change of Control Protection Period, 18 months.

(7)

Mr. Hobbs’ employment agreement also provides that if the payments and benefits otherwise payable to Mr. Hobbs under the employment agreement or otherwise would constitute excess parachute payments, then the Company will reduce such payments and benefits to an amount that would avoid any excise taxes under section 4999 of the Internal Revenue Code, provided that such reduction would provide Mr. Hobbs with a greater net after-tax benefit than would no reduction. Based on estimates as of December 31, 2015, Mr. Hobbs may be subject to an excise tax under section 4999 of the Internal Revenue Code if all amounts were paid and no amounts were considered reasonable compensation for purposes of section 280G of the Internal Revenue Code. Mr. Hobbs may receive a greater net after-tax benefit if he received all amounts and paid the excise taxes under section 2999 of the Internal Revenue Code, so no reduction has been applied to the total.

(8)

These amounts assume that Mr. Hobbs’ employment was terminated without cause or for good reason on the date of the change of control.

In connection with Mr. Hobbs’ termination of employment on January 24, 2016, he received the benefits described above on account of a termination by the Company without cause prior to the Change in Control Protection Period, pursuant to the terms of his employment agreement. In addition, he received 30 days’ of his base salary in lieu of the Company providing 30 days’ notice of termination, and he will receive a pro-rata bonus for the 24 days that he was employed in 2016 when annual bonuses are paid to executives in 2017. Mr. Hobbs’ continues to provide consulting services to the Company, during which period his performance stock unit awards will continue to vest.

Stacey

The Company and Ms. Stacey were parties to an employment agreement that provided for certain severance payments and benefits subject to the execution and non-revocation by Ms. Stacey of a written release in a form acceptable to the Company. Effective on July 13, 2015, the Company and Ms. Stacey entered into a Separation and Consulting Services Agreement (“Separation Agreement”). Ms. Stacey’s last day of employment was July 13, 2015.

In consideration for the release provided by Ms. Stacey in the Separation Agreement, and for continuing compliance with the obligations contained in the Separation Agreement, Ms. Stacey continues to receive severance payments and benefits in accordance with terms of the Separation Agreement, which includes, among other severance payments and benefits, all severance payments and benefits that she is entitled to under the employment agreement.

Pursuant to the terms of the Separation Agreement, Ms. Stacey is entitled to receive the following:

The Company has waived Ms. Stacey’s obligations under the covenant not to compete set forth in the employment agreement. Ms. Stacey will continue to be bound by the confidentiality, non-solicitation of employees and customers and non-disparagement covenants in the Employment Agreement.

The following table sets forth information regarding the payments Ms. Stacey was entitled to upon her termination of employment:

Mr. Apple’s Employment Agreement as President and Chief Executive Officer

Under Mr. Apple’s employment agreement that became effective on March 4, 2016 in connection with his promotion to President and Chief Executive Officer, effective January 25, 2016, Mr. Apple is entitled to severance in the event of a termination by the Company without cause or by Mr. Apple for good reason equal to (a) 1.25 times the sum of (i) his then-current base salary, plus (ii) his target annual bonus for the year in which the termination of employment occurs paid in installments over the 15-month period following termination of employment; (b) a pro-rated annual bonus payment for the year of termination based on actual performance and the number of days Mr. Apple was employed by the Company in the year of his termination; (c) reimbursement for the cost of continued health and dental benefits through COBRA, subject to the same cost-sharing as if he were an employee, for the shorter of 15 months or until the date he obtains coverage from a new employer; and (d) with respect to all outstanding equity grants held by Mr. Apple immediately prior to his termination date which vest based upon Mr. Apple’s continued service over time, the portion of that would have become vested during the 15-month period following Mr. Apple’s termination date had he remained employed during such 15-month period will accelerate, become fully vested and/or exercisable, as the case may be, as of Mr. Apple’s termination date.

In the event of such termination of employment within the period beginning 60 days immediately prior to a change of control and ending on the last day of the 18-month period immediately following a change of control, Mr. Apple is entitled to severance in the amount of (a) two times the sum of (i) his then-current base salary, plus (ii) his target annual bonus for the year in which the termination of employment occurs paid in installments over the 24-month period following termination of employment, (b) a pro-rated annual bonus payment for the year of termination based on actual performance and the number of days Mr. Apple was employed by the Company in the year of his termination; (c) reimbursement for the cost of continued health and dental benefits through COBRA, subject to the same cost-sharing as if he were an employee, for the shorter of 18 months or until the date he obtains coverage from a new employer; and (d) all outstanding equity grants held by Mr. Apple immediately prior to his termination date which vest based upon Mr. Apple’ continued service over time will accelerate, become fully vested and/or exercisable, as the case may be, as of Mr. Apple’s termination date.

In the event that Mr. Apple’s employment is terminated by the Company without cause or by Mr. Apple for good reason and Mr. Apple does not execute or revokes a release and waiver of claims in favor of the Company and its affiliates, Mr. Apple will not be entitled to the severance benefits set forth above.

If Mr. Apple’s employment is terminated by the Company for cause, on account of Mr. Apple’s death or disability, or if Mr. Apple terminates his employment for any reason other than good reason, then the Company will pay Mr. Apple his base salary, bonus and expenses accrued, but unpaid as of the date of his termination, and any benefits accrued and due under any applicable benefit plans and programs of the Company.

The employment agreement also provides that if the payments and benefits otherwise payable to Mr. Apple under the employment agreement would constitute excess parachute payments within the meaning of section 280G of the Internal Revenue Code of 1986, as amended, then the Company will reduce such payments and benefits to an amount that would avoid any excise taxes under section 4999 of the Internal Revenue Code, provided that such reduction would provide Mr. Apple with a greater net after-tax benefit than would no reduction.

The employment agreement provides that at all times during Mr. Apple’s employment and thereafter, Mr. Apple will maintain the confidentiality of all confidential information obtained by him as a result of his employment with the Company, including information received by him prior to the effective date of the employment agreement. In addition, during the term of Mr. Apple’s employment with the Company, and for the 15-month period after Mr. Apple’s termination of employment (or the 24-month period if Mr. Apple’s employment is terminated by the Company without cause or by Mr. Apple for good reason in connection with a change of control), Mr. Apple cannot (i) compete against the Company, (ii) solicit in any way the customers of the Company; or (iii) recruit in any way the employees of the Company.

Tax Considerations

For the 2017 year, Section 162(m) of the Internal Revenue Code generally disallows a publicly held corporation’s tax deduction for compensation paid to its chief executive officer or certain other officers (other than the chief financial officer) in excess of $1 million in any year. QualifiedFor 2017, qualified performance-based compensation is excluded from the $1 million deductibility limit, and therefore remains fully deductible by the corporation that pays it. The performance-based compensation exemption and the exemption of the chief financial officer from Section 162(m)’s deduction limit have been repealed, among other changes, effective for taxable years beginning after December 31, 2017, such that compensation paid to our covered executive officers (including our chief financial officer) in excess of $1 million will not be deductible in future years, unless it qualifies for transition relief applicable to certain arrangements that were in effect as of November 2, 2017 and are not materially modified thereafter. We intend that options and SARs granted under the 2008 Equity Compensation Plan prior to 2018 will continue to be qualified performance-based compensation. Stock units, stock awards, dividend equivalents, and other stock-based awards granted under the 2008 Equity Compensation Plan may be structured to meet the qualified performance-based compensation, exception under section 162(m) of the Internal Revenue Code if the Compensation Committee determines to condition such grants on the achievement of specific performance goalsunless they are materially modified. As in accordance with the requirements of section 162(m) of the Internal Revenue Code. Whileprior years, while deductibility of executive compensation for federal income tax purposes is among the factors the Compensation Committee considers when structuring our executive compensation arrangements, it is not the sole or primary factor considered. We continue to retain the flexibility to authorize compensation that may not be deductible if we believe it is in the best interests of the Company.

Report of the Compensation Committee

The Compensation Committee reviewed and discussed with management the Compensation Discussion and Analysis required by SEC regulations. Based on its review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

Mr. Gueth (Chair)

Dr. Jacob

Mr. Samson

Members of the Compensation Committee

Compensation TablesCEO Pay Ratio

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of RegulationS-K, we are providing the following information about the relationship of the annual total compensation of the individual identified as our “median” paid employee and the annual total compensation of Robert F. Apple, our Chief Executive Officer.

For the purposes of determining our pay ratio for the 2017 fiscal year, we estimate the median annual total compensation of all employees (other than our CEO) was $140,405 and the annual total compensation for our CEO was $3,697,400. Based on this information, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was 26 to 1.

The methodology and material assumptions, adjustments, and estimates used to identify our median employee for this purpose were as follows:

We determined our employee population as of December 31, 2017 including full-time, part-time, temporary, seasonal employees, employed by us and our subsidiaries to be 110 individuals. All of these individuals were located in the U.S. and all were included for the purpose of determining our pay ratio.

To identify the median employee, we used total direct compensation as our consistently applied compensation measure. For new employees, who were hired in fiscal 2017 but did not work for the company for the entire fiscal year, compensation was annualized for the full year and compensation for part-time employees was annualized but not converted into a full-time equivalent. We did not make anycost-of-living adjustments in identifying the median employee. Using this methodology, we determined our median employee based on total direct compensation, consisting of salary, bonus and commissions, other cash earnings, and grant date fair value of equity awards paid to each employee in fiscal year 2017.

Once we identified our median employee, the employee’s total compensation for 2017 was determined in accordance with Item 402(c)(2)(x) of RegulationS-K, resulting in the annual total compensation amount reported above. With respect to our CEO’s annual total compensation, we used the amount reported in the Total Compensation column in the Summary Compensation Table.

We believe the above pay ratio disclosure is a reasonable estimate calculated in a manner consistent with SEC rules and guidance.

Summary Compensation Table

The following table provides information regarding the compensation for 2015, 20142017, 2016 and 20132015 of our named executive officers.