Your most current proxy card or telephone or internet proxy is the one that is counted.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank.

When are stockholder proposals and director nominations due for next year’s Annual Meeting?annual meeting?

To be considered for inclusion in next year’s proxy materials, your proposal (including a director nomination) must be submitted in writing by December 27, 2016,31, 2021, to the attention of the Corporate Secretary of Flexion Therapeutics, Inc. at 10 Mall Road, Suite 301, Burlington, MA 01803. If you wish to submit a proposal (including a director nomination) at the 20172022 annual meeting of stockholders that is not to be included in next year’s proxy materials, you must do so between February 15, 201724, 2022, and March 17, 2017.26, 2022. You are also advised to review the Company’sFlexion’s amended and restated bylaws (the “Bylaws”), which contain additional requirements about advance notice of stockholder proposals and director nominations.

How are votes counted?

Votes will be counted by the inspector of election appointed for the meeting, who will separately count, (i) for the proposalProposal 1 to elect directors, votes “For,” “Withheld”“Withhold,” and broker non-votes and, with respectnon-votes; (ii) for Proposal 2 to ratify the appointmentselection of PricewaterhouseCoopers LLP, votes “For” and “Against,” abstentions, and if applicable, broker non-votes.non-votes; and (iii) for Proposal 3, the advisory vote on the compensation of the Company’s named executive officers, votes “For” and “Against” and abstentions. Broker non-votes on Proposals 1 and 3 will have no effect and will not be counted towards the vote total for either of these proposals.

What are “broker non-votes”?

As discussed above, when a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed to be “non-routine,” the broker or nominee cannot vote the shares. These unvoted shares are counted as “broker non-votes.” Proposals 1 and 3 are considered to be “non-routine” under applicable rules and we therefore expect broker non-votes to exist in connection with those proposals.

How many votes are needed to approve each proposal?

For Proposal No. 1,The following table summarizes the electionminimum vote needed to approve each proposal and the effect of directors, the two nominees receiving the most “For” votes from the holders of shares present in person or represented by proxyabstentions and entitled to vote on the election of directors will be elected. Only votes “For” or “Withheld” will affect the outcome.broker non-votes.

To be approved, Proposal No. 2, ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2016, must receive “For” votes from the holders of a majority of shares present in person or represented by proxy and entitled to vote on the matter. If you “Abstain” from voting, it will have the same effect as an “Against” vote. Broker non-votes will have no effect.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid Annual Meeting.meeting. A quorum will be present if stockholders holding at least a majority of the outstanding shares entitled to vote are present at the Annual Meeting in personvirtual meeting or represented by proxy. On April 26, 2021, the Record Date,record date, there were 21,570,39549,942,069 shares outstanding and entitled to vote.Thus, the holders of 10,785,198at least 24,971,035 shares must be present in personat the virtual meeting or represented by proxy at the Annual Meeting to have a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank, or other nominee) or if you vote in personelectronically at the Annual Meeting.virtual meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the chairman of the meeting or the holders of a majority of shares present at the Annual Meeting in personvirtual meeting or represented by proxy may adjourn the Annual Meetingmeeting to another date.

How can I find out the results of the voting at the Annual Meeting?annual meeting?

Preliminary voting results will be announced at the Annual Meeting.annual meeting. In addition, final voting results will be published in a current reportCurrent Report on Form 8-K that we expect to file within four business days after the Annual Meeting.annual meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Annual Meeting,annual meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS

This proxy statement contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, relating to future events. Such statements are only predictions and involve risks and uncertainties, resulting in the possibility that the actual events or performance will differ materially from such predictions. For a nonexclusive list of major factors whichthat could cause the actual results to differ materially from the predicted results in the forward lookingforward-looking statements, please refer to the “Risk Factors” in Part I, Item 1A of the Company’sour Annual Report on Form 10-K for the year ended December 31, 20152020, and in our periodic reports on Form 10-Q and Form 8-K. Those factors are not ranked in any particular order.

PROPOSAL 1

PROPOSAL 1

ELECTIONELECTION OF DIRECTORS DIRECTORS

The following table sets forth certain information regarding our directors, including their ages as of the Annual Meeting:annual meeting:

* Mr. Mahatme will not be standing for re-election at the 2021 annual meeting of stockholders.

Classified Board

The Board currently has eightten members divided into three classes. Each class consists as nearly as possible, of approximately one-third of the total number of directors and each class has a three-year term. Vacancies on the Board may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified.

TheThere are four directors in Class I, the class whose term of office expires in 2021. As previously announced, Mr. Mahatme, who currently serves as a Class I director and will continue to do so until the annual meeting, will not stand for re-election this year due to his other full-time business commitments. Each of the twoother Class III directors, expires in 2016. Each ofwho collectively comprise the nominees listed below, areis currently serving as a director of the Company and, Samuel D. Colellaother than Dr. Kwo, was previously elected by our stockholders. If elected at the Annual Meeting,annual meeting, each of these nominees would serve until the 20192024 annual meeting of stockholders and until his or her successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation, or removal. The Company encouragesIt is the Company’s policy to encourage its directors and nominees for director to attend the Annual Meeting.annual meeting. Dr. Clayman, Mr. Canute, Mr. Colella, Dr. Lukatch, Mr. Mahaffy, Mr. Mahatme, Ms. Merrifield, Mr. Milinazzo, and Mr. Stejbach attended the Company’s 2020 annual meeting of stockholders.

Directors are elected by a plurality of the votes of the holders of shares present in personat the virtual meeting or represented by proxy and entitled to vote on the election of directors. Accordingly, the twothree nominees receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the twothree nominees named below. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead will be voted for the election of a substitute nominee proposed by Flexion.the Company. Each person nominated for election has agreed to serve if elected. The Company’s management has no reason to believe that any nominee will be unable to serve.

The following is a brief biography of each nominee for director and each director whose term will continue after the Annual Meeting:annual meeting:

Nominees for Class II Directors (Three-Year Term ExpiringCLASS I DIRECTOR NOMINEES FOR ELECTION TO A THREE-YEAR TERM EXPIRING AT THE 2024 ANNUAL MEETING

Michael D. Clayman, M.D. is a co-founder and has served as our President, Chief Executive Officer and as one of our directors since our inception in 2007. Dr. Clayman also serves as the Chairman of the board of directors of both Anokion SA and Ribometrix Inc., both private biopharmaceutical companies. Previously, Dr. Clayman had a lengthy career at Eli Lilly and Company, a global pharmaceutical company, where he was most recently Vice President, Lilly Research Laboratories, and General Manager of Chorus, Lilly’s early-phase development accelerator. During his career at Lilly, Dr. Clayman also led its Global Regulatory Affairs division, the Cardiovascular Discovery Research and Clinical Investigation, Research and Development at Advanced Cardiovascular Systems, a medical device subsidiary of Lilly, the Internal Medicine Division, the Lilly Clinic, Lilly’s dedicated Phase 1 unit, and served as Chair of Lilly’s Bioethics Committee. Prior to his tenure at Lilly, Dr. Clayman was an Assistant Professor in the School of Medicine at the University of Pennsylvania, where his research centered on the immunopathogenesis of renal disease. Dr. Clayman is the recipient of the Physician Scientist Award from the National Institutes of Health. Dr. Clayman earned a B.A., cum laude, from Yale University

and an M.D. from the University of California, San Diego School of Medicine. Following an internship and residency in Internal Medicine at the University of California, San Francisco Moffitt Hospitals, Dr. Clayman completed clinical and research fellowships in Nephrology at the University of Pennsylvania. Our Board believes that Dr. Clayman’s clinical and research experience, along with his more than 20 years of experience in pharmaceutical development, qualifies him to serve on our Board of Directors.

Elizabeth Kwo, M.D. joined our board of directors in 2020. She has more than 15 years of experience specializing in healthcare technology product development and commercialization, marketing and sales, strategic partnerships, and post-merger integration. She currently serves as Deputy Chief Clinical Officer at Anthem, Inc. Prior to Anthem, Dr. Kwo served as CEO and co-founder of InfiniteMD, a telemedicine company connecting patients with physicians for second opinions. She previously worked in remote patient monitoring for Medtronic and American Well as the Vice President of Provider Networks. She founded multiple venture-backed companies in educational technology (sold to CVC, a private equity firm, in 2014), digital healthcare, and healthcare supplies. Dr. Kwo earned a B.A. in Human Biology from Stanford University, an M.D. from Harvard Medical School, an M.B.A. from Harvard Business School, and an M.P.H. from Harvard TH Chan School of Public Health. She is Board Certified in Preventative Care and Occupational Medicine. Our Board believes that Dr. Kwo’s commercialization, marketing, and sales experience and her experience as founder and CEO of a variety of venture-backed companies qualifies her to serve on our Board of Directors.

Ann Merrifield has served as one of our directors since 2014. She currently also serves as the Chair of the board of directors of InVivo Therapeutics Holdings Corp. and as Lead Director of Lyra Therapeutics, Inc., both publicly traded companies, since 2014 and 2019, Annual Meeting)respectively. Ms. Merrifield also serves as trustee of MassMutual Premier, Select, and MML Series Investment Funds. Previously, Ms. Merrifield served as a director of Juniper Pharmaceuticals, Inc., a publicly traded biotechnology company that was acquired by Catalent, Inc. in 2018. From December 2012 to July 2014, Ms. Merrifield served as President and Chief Executive Officer of PathoGenetix, Inc., a privately held health genomics company, which voluntarily filed for Chapter 7 bankruptcy in July 2014. Prior to joining PathoGenetix, Inc., Ms. Merrifield served an 18-year tenure at Genzyme Corporation (now owned by Sanofi S.A.), a diversified, global biotechnology company. At Genzyme, Ms. Merrifield served in a number of leadership roles, including as President of Genzyme Biosurgery, where she led global business strategy across a portfolio of biologics, therapeutic devices, and combination products, and as President of Genzyme Genetics, where she played an instrumental role in developing and shaping this diagnostic business. Prior to joining Genzyme, Ms. Merrifield was a Partner at Bain and Company, a global strategy consulting firm, and an Investment Officer at Aetna Life & Casualty. Ms. Merrifield earned a B.A. in Zoology and a Master of Education from The University of Maine and an M.B.A. from the Amos Tuck School of Business at Dartmouth College. Our Board believes that Ms. Merrifield’s substantial life sciences business experience, including experience specifically in the intra-articular injection field, as well as her experience as a public company board member, qualifies her to serve on our Board of Directors.

THE BOARD OF DIRECTORS RECOMMENDS
A VOTE “FOR” EACH NAMED NOMINEE FOR PROPOSAL 1

CLASS I DIRECTOR NOT STANDING FOR RE-ELECTION

Sandesh Mahatme, LL.M. has served as one of our directors since 2014. He currently serves as the President, Chief Operating Officer, and Chief Financial Officer of National Resilience, Inc., a biopharmaceutical manufacturing and technology company. Mr. Mahatme previously held the roles of Executive Vice President, Chief Financial Officer, and Chief Business Officer at Sarepta Therapeutics, Inc., a publicly traded biopharmaceutical company, from November 2012 to July 2020. From January 2006 to November 2012, Mr. Mahatme worked at Celgene Corporation, a publicly traded biopharmaceutical company, where he served in various roles, including Senior Vice President of Corporate Development, Senior Vice President of Finance, Corporate Treasurer, and Head of Tax. While at Celgene, Mr. Mahatme built the treasury and tax functions before establishing the Corporate Development Department, focused on strategic, targeted initiatives including commercial development in emerging markets, acquisitions, licensing, and global manufacturing expansion. From 1997 to 2005 Mr. Mahatme worked for Pfizer Inc., a pharmaceutical company, where he served in senior roles in business development and corporate tax. Mr. Mahatme started his career at Ernst & Young LLP where he advised multinational corporations on a broad range of transactions. Mr. Mahatme also serves on the board of directors of Aeglea BioTherapeutics, Inc., a public company, and Elcelyx Therapeutics, Inc., a private biopharmaceutical company. Mr. Mahatme earned LL.M. degrees from Cornell Law School and NYU School of Law and is a member of the New York State Bar Association. Our Board believes that Mr. Mahatme’s financial expertise qualifies him to serve on our Board of Directors.

CLASS II DIRECTORS CONTINUING IN OFFICE UNTIL THE 2022 ANNUAL MEETING

Scott A. Canutehas served as one of our directors since 2015. Mr. Canute served as President of Global Manufacturing and Corporate Operations at Genzyme Corporation from 2010 to 2011. Prior to joining Genzyme, Mr. Canute spent 25 years at Eli Lilly and Company and served as President, Global Manufacturing Operations from 2004 to 2007. Mr. Canute currently servespreviously served as Executive Director of Immunomedics, Inc., a biopharmaceutical company focused on antibody drug conjugates, and as a member of the board of directors of Proteon Therapeutics, a biopharmaceutical company focused on renal and vascular disease. Mr. Canute also serves on the board of directors of Oncobiologics, Inc., a private biopharmaceutical company focused on developing, manufacturing and commercializing biosimilars. Mr. Canute previously served as a member of the board of directors of; Akebia Therapeutics, Inc.; AlloCure, Inc.,; Inspiration Biopharmaceuticals, Inc.,;

Oncobiologics, Inc.; the National Association of ManufacturersManufacturers; and the Indiana Manufacturers Association. Mr. Canute earned a B.S. in chemical engineering from the University of Michigan and an M.B.A. from Harvard Business School. Our Board believes that Mr. Canute’s manufacturing and operational experience in the biopharmaceutical industry and his experience of serving on the board of directors for several biopharmaceuticals companies qualifies Mr. Canute to serve on our Board of Directors.

Samuel D. Colellahas served as one of our directors since 2008. Mr. Colella is a Managing Director of Versant Ventures, a healthcare venture capital firm he co-founded in 1999, and has been a general partner of Institutional Venture Partners since 1984. Mr. Colella currently serves as Chairman ofhas served on the board of directors of Fluidigm Corporation, a biotechnology tools company, and is a member of the board of directors of several private companies. Mr. Colella served on the board of directors offrom 2000 to 2020; Genomic Health, Inc., a molecular diagnostics company, from 2001 to 2014,2014; Alexza Pharmaceuticals, Inc., a pharmaceutical company, from 2002 to 2012,2012; Jazz Pharmaceuticals, Inc., a biopharmaceutical company, from 2003 to 20122012; and Veracyte, Inc., a molecular diagnostics company, from 2006 to 2014. Mr. Colella earned a B.S. in business and engineering from the University of Pittsburgh and an M.B.A. from Stanford University. Our Board believes that Mr. Colella’s broad understanding of the life science industry and his extensive experience in working with emerging private and public companies qualifies him to serve on our Board of Directors.

THE BOARD RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” EACH NAMED NOMINEEMark P. Stejbach joined our board of directors in 2016. Mr. Stejbach is an independent consultant advising public and private biopharma clients on commercialization strategy, with over 30 years of experience in biotech and pharmaceuticals, including senior roles in a broad range of commercial functions including marketing, sales, economic affairs, managed care, and finance. Mr. Stejbach most recently served as Senior Vice President and Chief Commercial Officer at Alkermes, plc, a publicly traded global biopharmaceutical company. Prior to his role at Alkermes, Mr. Stejbach served as the Chief Commercial Officer at Tengion, Inc. from 2008 to 2012, and he previously held senior positions at Merck and Biogen. He currently serves as a non-executive on the board of Indivior PLC. He previously served as Senior Commercial Advisor to EIP Pharma, Inc., a private company advancing CNS-focused therapeutics to benefit patients with neurodegenerative diseases. Mr. Stejbach holds an M.B.A. from the Wharton School, University of Pennsylvania and a B.S. in mathematics from Virginia Tech. Our Board believes that Mr. Stejbach’s executive and operational experience in the pharmaceutical industry and commercial expertise qualifies him to serve on our Board of Directors.

ClassCLASS III Directors (Continuing in Office Until the 2017 Annual Meeting)DIRECTORS CONTINUING IN OFFICE UNTIL THE 2023 ANNUAL MEETING

Heath Lukatch, Ph.D. has served as one of our directors since 2012. Dr. Lukatch is a PartnerFounder and Managing DirectorPartner of Red Tree Venture Capital, a life sciences venture capital firm. From 2015 to 2020, Dr. Lukatch worked at TPG where he was Partner, Managing Director, and Life Sciences Investment Team Leader in TPG’s Biotech, a life science venture investment firm. FromGrowth, and RISE platforms. In 2006, until 2015, Dr. Lukatch co-founded Novo Ventures’ San Francisco office, where he was a Partner at Novo Ventures (US) Inc., which provides certain consultancy services to Novo A/S, a Danish limited liability company that manages investments and financial assets. Dr. Lukatch joined Novo Ventures (US) Inc. in 2006. He currently serves as Chairman of the board of directors of Inogen, Inc., a publicly traded medical technology company. Previously he was a member of the board of directors of a number of private companies, including Amira Pharmaceuticals Inc., AnaptysBio, Inc., Cianna Medical, Inc., Elevation Pharmaceuticals, Inc., FoldRx Pharmaceuticals, Inc., InSound Medical, Inc., Spinifex, Inc. and Synosia Therapeutics, Inc.through 2015. Prior to joining Novo Ventures, (US) Inc., Dr. Lukatch was a Managing Director responsible for biotechnology venture investments at Piper Jaffray Ventures and SightLine Partners,Partners. Dr. Lukatch currently serves as Chairman of Inogen (INGN) and Satsuma Pharmaceuticals (STSA) and is a private equity firmboard member at Excellergy, Flexion Therapeutics (FLXN), Magnus Medical, and spin offVaxcyte (PCVX). Previously, Dr. Lukatch was Chairman of Piper Jaffray Ventures, from 2001 to 2006.Cianna Medical (acquired by Merit Medical), Engage Therapeutics (acquired by UCB), and Spinifex (acquired by Novartis), and served on multiple life sciences company boards, including: Amira (acquired by BMS), AnaptysBio (ANAB), Elevation Pharma (acquired by Sunovion), FoldRx (acquired by Pfizer), InSound Medical (acquired by Sonova), and Synosia Therapeutics (acquired by BioTie). Dr. Lukatch was also a board observer at Alios BioPharma (acquired by J&J), Dynavax (DVAX), Fluidigm (FLDM), and SI-Bone (SIBN). Prior to joining Piper Jaffray Ventures,becoming an investor, Dr. Lukatch worked as a strategy consultant with McKinsey & Company a consulting firm. Dr. Lukatch also served as co-founder and Chief Executive Officerwas co‐founder and CEO of AutoMate Scientific, Inc., a biotechnology instrumentation company and held scientific positions withcompany. In addition, he was a bench scientist at Chiron Corporation, a biotechnology company,Inc., Roche Bioscience a healthcare company,Plc, and Cetus Corporation, a biotechnology company.doing molecular biology, electrophysiology, and protein chemistry, respectively. Dr. Lukatch received his Ph.D. in Neuroscience from Stanford University where he was a DOD USAFDepartment of Defense U.S. Air Force Fellow, and his B.A. with high honors in Biochemistry from the University of California at Berkeley. Our Board believes that his extensive industry experience, his experience with venture capital investments, and his experience of serving on the board of directors for several biopharmaceutical and healthcare companies qualifies Dr. Lukatch to serve on our Board of Directors.

Patrick J. Mahaffy has served as one of our directors and as Chairman of our Board since 2009. Mr. Mahaffy has served as the President, Chief Executive Officer, and a director of Clovis Oncology, Inc., a biopharmaceutical company, since 2009, and also serves2009. He served on the board of directors of Orexigen Therapeutics, Inc., a publicly traded biopharmaceutical company.company, from 2008 until 2018. Previously, Mr. Mahaffy served as President and Chief Executive Officer and as a member of the board of directors at Pharmion Corporation, a pharmaceutical company that he founded in 2000 and sold to Celgene Corporation in 2008. From 1992 through 1998, Mr. Mahaffy was President and Chief Executive Officer of NeXagen, Inc. and its successor, NeXstar

Pharmaceuticals, Inc., a biopharmaceutical company. Prior to that, Mr. Mahaffy was a Vice President at the private equity firm E.M. Warburg Pincus and Co. He is also a trustee of Lewis and Clark College. Mr. Mahaffy earned a B.A. in international affairs from Lewis and Clark College and ana M.A. in international affairs from Columbia University. Our Board believes that Mr. Mahaffy’s experience and expertise in the pharmaceutical industry qualifies him to serve on our Board of Directors.

Alan W. Milinazzo has served as one of our directors since 2011. Since January 2013, Mr. Milinazzo is a partner in the Global Healthcare and Life Sciences Practice at Heidrick & Struggles International, Inc., a global executive search and leadership consulting firm, a position he has held since January 2016. From 2013 to 2016, he served as President, Chief Executive Officer, and a directormember of the board of directors of InspireMD, Inc., a publicly traded medical device company. Previously,From 2006 to 2011, Mr. Milinazzo served as Presidentpresident and Chief Executive Officer

chief executive officer of Orthofix International, N.V., a NASDAQ-listed medical devicepublicly traded global orthopedic company, until August 2011, a position he was promoted to in 2006 after initially being hired a year earlier as Chief Operating Officer.the company’s chief operating officer in 2005. From 2002 to 2005, Mr. Milinazzo wasserved as the General Manager of Medtronic, Inc.’s coronary and peripheral vascular businesses. In 2019, Mr. Milinazzo was appointed executive chairman of the board of directors of Opsens Inc. Mr. Milinazzo also spent 12 years as an executive with Boston Scientific Corporation in numerous roles, including Vice Presidentformerly served on the board of Marketing for SCIMED Europe. He currently serves as a directordirectors of CAS Medical Systems, Inc., a medical technology company, and from 2013 until its acquisition by Edwards Life Sciences Corporation in 2019; LDR Holding Corporation, a medical device company. Mr. Milinazzo also served as a directorfrom 2015 until its acquisition by Zimmer Biomet Holdings in June 2016; and on the board of directors of Orthofix International, N.V. from December 2006 until June 2012. Mr. Milinazzo has over 20received his undergraduate degree from Boston College. Our Board believes that Mr. Milinazzo’s expertise in management and marketing in the pharmaceutical and medical device market and his 25 years of experience in managementthe healthcare and marketing, including positions with Aspect Medical Systems and American Hospital Supply. Our Board of Directors believes that Mr. Milinazzo’s more than two and a half decades of experience in the life sciences sector qualifies him to serve on our Board of Directors.

Class I

INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

INDEPENDENCE OF THE BOARD OF DIRECTORS

As required under the Nasdaq Stock Market (“Nasdaq”) listing standards, a majority of the members of our Board must qualify as “independent,” as affirmatively determined by the Board. The Board consults with the Company’s legal counsel to ensure that the Board’s independence determinations are consistent with relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in the pertinent Nasdaq listing standards, as in effect from time to time.

Consistent with these considerations, after review of all relevant identified transactions or relationships between each director, or any of his or her family members, and the Company, our senior management, and our independent auditors, the Board has affirmatively determined that, with the exception of Dr. Clayman, all of the directors are independent directors within the meaning of the applicable Nasdaq listing standards. In making this determination, the Board found that none of these directors or nominees for director had a material or other disqualifying relationship with the Company.

BOARD LEADERSHIP STRUCTURE – POSITION OF BOARD CHAIR IS SEPARATE FROM THE POSITION OF CEO

The Board has an independent chair, Mr. Mahaffy, who has authority, among other things, to call and preside over Board meetings, including meetings of the independent directors, to set meeting agendas, and to determine materials to be distributed to the Board. Accordingly, the Board Chair has substantial ability to shape the work of the Board. The Company believes that separation of the positions of Board Chair and Chief Executive Officer reinforces the independence of the Board in its oversight of the business and affairs of the Company. In addition, the Company believes that having an independent Board Chair creates an environment that is more conducive to objective evaluation and oversight of management’s performance, increasing management accountability and improving the ability of the Board to monitor whether management’s actions are in the best interests of the Company and its stockholders. As a result, the Company believes that having an independent Board Chair can enhance the effectiveness of the Board as a whole.

DIVERSITY IN BOARD COMPOSITION

The Board takes diversity in its composition and in the Company’s workforce seriously. While the Board has not adopted a formal policy with regard to the consideration of diversity in identifying director nominees, the Nominating and Corporate Governance Committee and the Board believe that considering diversity is consistent with the goal of creating a board of directors that best serves the needs of the Company and the interests of its stockholders, and it is one of the many factors that is considered when identifying individuals for Board membership. 20% of our current directors are women, and 20% of our current directors are racially diverse. The Board intends to continue pursuing diversity in its future members, taking a variety of factors into consideration, including military service, LGBTQ status, race, and gender.

ROLE OF THE BOARD IN RISK OVERSIGHT

One of the Board’s key functions is informed oversight of the Company’s risk management process. The Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through various Board committees that address risks inherent in their respective areas of oversight. In particular, the Board is responsible for monitoring and assessing strategic risk exposure, including a determination of the nature and level of risk appropriate for the Company. The Audit Committee has the responsibility to consider and discuss the major financial risk exposures and the steps the Company’s management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also monitors compliance with legal and regulatory requirements. The Nominating and Corporate Governance Committee monitors the effectiveness of the Company’s corporate governance practices, including whether they are successful in preventing illegal or improper liability-creating conduct. The Compensation Committee assesses and monitors whether any of the compensation policies and programs has the potential to encourage excessive risk-taking. Further, the Board is actively monitoring the risks associated with the ongoing public health impact of the coronavirus pandemic that causes COVID-19 disease, particularly as it relates to continuing or additional disruptions that could severely impact the Company’s commercialization of ZILRETTA®, on-going and future clinical trials, and supply chain.

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors (Continuingmet eight times during the last fiscal year. All Board members attended at least 75% of the aggregate number of meetings of the Board, and of the committees on which he or she served, held during the portion of the last fiscal year for which he or she was a director or committee member.

INFORMATION REGARDING COMMITTEES OF THE BOARD OF DIRECTORS

The Board has three standing committees: An Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. The following table provides membership and meeting information for fiscal year 2020 for each of the Board committees:

Below is a description of each standing committee of the Board. Each of the committees has authority to engage legal counsel or other experts or consultants as it deems appropriate to carry out its responsibilities. The Board has determined that each member of each committee meets the applicable Nasdaq rules and regulations regarding “independence” and each member is free of any relationship that would impair his or her individual exercise of independent judgment with regard to the Company.

Audit Committee

The Audit Committee of the Board (“Audit Committee”) was established in Office Untilaccordance with Section 3(a)(58)(A) of the 2018Securities Exchange Act of 1934, as amended (the “Exchange Act”), to oversee the Company’s corporate accounting and financial reporting processes and audits of its financial statements. For this purpose, the Audit Committee performs several functions, including, among other things:

The Audit Committee is composed of three directors: Mr. Mahatme, Ms. Merrifield, and Mr. Stejbach; Mr. Mahaffy will join the Audit Committee as Chair on an interim basis following the annual meeting and Mr. Mahatme’s departure from the Board. The Audit Committee met four times during the fiscal year 2020. The Board has adopted a written Audit Committee charter that is available to stockholders on the Company’s website at www.flexiontherapeutics.com.

The Board reviews the Nasdaq listing standards definition of independence for Audit Committee members on an annual basis and has determined that all members of our Audit Committee are independent (as independence is currently defined in Rule 5605(c)(2)(A)(i) and (ii) of the Nasdaq listing standards).

The Board has also determined that each of Messrs. Mahatme and Mahaffy qualifies as an “audit committee financial expert,” as defined in applicable SEC rules. The Board made a qualitative assessment of Mr. Mahatme’s level of knowledge and experience based on a number of factors, including his formal education and experience as a chief financial officer for public reporting companies, and the level of Mr.Mahaffy’s knowledge and experience based on a variety of considerations, including his experience as President, Chief Executive Officer, and director of a public reporting company. The Board is actively working to identify and appoint an additional director who qualifies as an “audit committee financial expert” to serve as Chair of the Audit Committee.

The Audit Committee has reviewed and discussed the Company’s audited financial statements for the fiscal year ended December 31, 2020, with management of the Company. The Audit Committee has discussed with the Company’s independent registered public accounting firm the matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board (“PCAOB”). The Audit Committee has also received the written disclosures and the letter from the Company’s independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the Audit Committee concerning independence and has discussed with the independent registered public accounting firm the accounting firm’s independence. Based on the foregoing, the Audit Committee has recommended to the Board of Directors that the Company’s audited financial statements be included in the Company’s Annual Meeting)Report on Form 10-K for the fiscal year ended December 31, 2020.

Mr. Sandesh Mahatme, LL.M.

Ms. Ann Merrifield

Mr. Mark Stejbach

Michael D. Clayman, M.D. wasis a co-founder of Flexion and has served as our President, Chief Executive Officer, and as one of our directors since our inception in 2007. Dr. Clayman also serves onas the Chairman of the board of directors of Akebia Therapeutics, Inc. andboth Anokion SA each aand Ribometrix Inc., both private biopharmaceutical company.companies. Previously, Dr. Clayman had a lengthy career at Eli Lilly and Company, a global pharmaceutical company, where he was most recently Vice President, Lilly Research Laboratories, and General Manager of Chorus, Lilly’s early-phase development accelerator. During his career at Lilly, Dr. Clayman also led its Global Regulatory Affairs division, the Cardiovascular Discovery Research and Clinical Investigation, Research and Development at Advanced Cardiovascular Systems, a medical device subsidiary of Lilly, the Internal Medicine Division, the Lilly Clinic, Lilly’s dedicated Phase 1 unit, and served as Chair of Lilly’s Bioethics Committee. Prior to his tenure at Lilly, Dr. Clayman was an Assistant Professor in the School of Medicine at the University of Pennsylvania, where his research centered on the immunopathogenesis of renal disease. Dr. Clayman is the recipient of the Physician Scientist Award from the National Institutes of Health. Dr. Clayman earned a B.A., cum laude, from Yale University and an M.D. from the University of California, San Diego School of Medicine. Following an internship and residency in Internal Medicine at the University of California, San Francisco Moffitt Hospitals, Dr. Clayman completed clinical and research fellowships in Nephrology at the University of Pennsylvania. Our Board believes

David Arkowitz joined Flexion as Chief Financial Officer (CFO) in 2018 and has responsibility for the finance and accounting, corporate communications and investor relations, information technology, and Chemistry, Manufacturing and Controls (CMC) functions. Mr. Arkowitz brings more than 30 years of finance and operations leadership experience in the life sciences and biotechnology industries. Prior to joining Flexion, Mr. Arkowitz served as Chief Operating Officer and CFO at Visterra, Inc., a biotechnology company that was acquired by Otsuka Pharmaceutical Co., where he led the finance, business development, corporate planning, and other functions. Mr. Arkowitz currently serves on the board of directors and as chair of the audit committee of F-star Therapeutics, Inc., a public biopharmaceutical company, and on the board of directors of Yumanity Therapeutics, Inc., a public biopharmaceutical company. Previously, Mr. Arkowitz was CFO at Mascoma Corporation, AMAG Pharmaceuticals Inc., and Idenix Pharmaceuticals LLC and held additional leadership positions within each company. Preceding his tenure at Idenix, Mr. Arkowitz spent more than 13 years at Merck & Co., Inc. where he held roles of increasing responsibility, including Vice President and Controller of the U.S. operations, Controller of the global research and development division, and CFO of the Canadian subsidiary. He obtained his B.A. in mathematics at Brandeis University and his M.B.A. in finance at Columbia University Business School.

Melissa Layman was appointed as our Chief Commercial Officer (CCO) in March 2020. Ms. Layman has more than 25 years of commercial experience within the life science industry. Over the course of her career, Ms. Layman has held positions of increasing responsibility across all areas of commercial operations including sales, marketing, and market access functions. Most recently, Ms. Layman served as Vice President, Global Sales and Marketing at Lantheus Medical Imaging, Inc. where she was a member of the executive leadership team. During her nearly ten-year tenure, she was responsible for global sales, marketing, communications, health policy, pricing and reimbursement, commercial development, and international operations. Prior to Lantheus, she served as Executive Marketing Director at Forest Laboratories LLC (now AbbVie Inc.), where she led the cardiovascular franchise through the successful launch of its lead product, Bystolic. Previously, Ms. Layman held senior marketing positions at Altus Pharmaceuticals Inc. and Sepracor Inc. (now Sunovion Pharmaceuticals Inc.), where she launched Xopenex MDI and Lunesta, building and integrating the market access function across the business. She began her career with TAP Pharmaceuticals Inc. (now Takeda Pharmaceutical Company Limited) where her positions ranged from sales representative to National Marketing Director, Gastroenterology and Oncology. Ms. Layman holds a B.A. from Ithaca College and an executive M.B.A. from the Kellogg School of Management at Northwestern University.

Mark S. Levine joined us as General Counsel and Corporate Secretary in June 2017. Mr. Levine has more than 23 years of experience counseling companies on general corporate matters, including: strategic corporate development; complex commercial transactions; mergers, acquisitions, and divestitures; licensing agreements and corporate partnerships; financings; securities law; corporate governance; and regulatory compliance. Prior to joining us, Mr. Levine served as Senior Vice President, General Counsel, and

Corporate Secretary and a member of the executive management team of Minerva Neurosciences, Inc., a publicly traded biotechnology company. Mr. Levine has also served in senior legal positions at athenahealth, Inc., a network-based health internet technology company; Clinical Data, Inc., a biopharmaceutical company acquired by Forest Laboratories, Inc. in 2011; Wheelabrator Technologies Inc., a renewable energy company; and Xpedior Incorporated, an internet consulting company. Mr. Levine earned his B.A. in political science from Binghamton University, SUNY, and his J.D. from Washington University School of Law in St. Louis.

Adam Muzikant, Ph.D. was appointed as our Chief Business Officer in January 2021 after joining Flexion in 2016 as Vice President, Business Development and being promoted to Senior Vice President, Business Development in January 2019. Dr. Clayman’s clinicalMuzikant has over 20 years of leadership experience in the biopharmaceutical industry. Prior to joining us, Dr. Muzikant was Vice President, Business Development at Synta Pharmaceuticals Corp., where he led the strategic transaction process culminating in a merger with Madrigal Pharmaceuticals and research experience, alongsubsequently negotiated out-licensing agreements for Synta’s oncology programs. Before his work at Synta, Dr. Muzikant held business development leadership positions at AMAG Pharmaceuticals, Inc.; Inotek Pharmaceuticals, Inc.; EPIX Pharmaceuticals, Inc.; and Predix Pharmaceuticals, Inc. and also performed transaction and strategic advisory work for biotechnology and pharmaceutical clients with Locust Walk Partners. Prior to moving into business development, Dr. Muzikant led an anti-arrhythmia drug discovery program at Predix targeting ion channels. Dr. Muzikant received his Ph.D. in biomedical engineering from Duke University and a B.S. in bioengineering from the University of California, San Diego.

Kerry Wentworth was appointed as our Chief Regulatory Officer in December 2017 and was previously our Senior Vice President of Regulatory Affairs & Quality. Ms. Wentworth brings more than 20 years of experience in pharmaceuticalboth domestic and international regulatory affairs that spans early and late development qualifies himacross multiple therapeutic areas. Prior to serve on our Board of Directors.

Sandesh Mahatme, LL.M. hasjoining us in 2014, Ms. Wentworth served as oneVice President, Clinical, Regulatory and Quality at Agenus, Inc., where she was responsible for leading all global regulatory and clinical development efforts for nearly ten years. Previously, Ms. Wentworth led the Regulatory and Quality function for Genelabs Technologies, Inc., where she was responsible for advancing their lead program through Phase 3 development and into the registration phase with FDA and EMA. Ms. Wentworth also held positions of our directors since 2014. Since November 2012, Mr. Mahatmeincreasing responsibility within Regulatory Affairs at Genzyme Corporation. Ms. Wentworth holds a B.S. in pre-veterinary medicine from the University of New Hampshire.

Christina Willwerth was named Flexion’s Chief Strategy Officer in January 2019. Ms. Willwerth has more than 25 years of experience in pharmaceutical development. Ms. Willwerth joined Flexion in June 2009. Ms. Willwerth most recently served as Senior Vice President, Chief Financial Officer at Sarepta Therapeutics, Inc., a publicly traded biopharmaceutical company. From January 2006 to November 2012, Mr. Mahatme worked at Celgene Corporation, a publicly traded biopharmaceutical company, where he served in various roles, includingour Senior Vice President of Corporate Development, Senior Vice PresidentProgram Management and Strategy and, in her expanded role, she continues to lead the planning and execution of Finance, Corporate Treasurerour strategic vision and Head of Tax. While at Celgene, Mr. Mahatme built the treasurybusiness priorities and tax functions before establishing the Corporate Development Department, focused on strategic, targeted initiatives including commercialis accountable for our portfolio development in emerging markets, acquisitions, licensingefforts and global manufacturing expansion. From 1997 to 2005 Mr. Mahatme worked for PfizerHuman Resources activities. Ms. Willwerth joined us from Viacell, Inc., a pharmaceutical company, where he served in senior roles in business development and corporate tax. Mr. Mahatme started his career at Ernst & Young LLP where he advised multinational corporations on a broad range of transactions. Mr. Mahatme earned LL.M. degrees from Cornell Law School and NYU School of Law and isshe was a member of the New York State Bar Association. Our Board believes that Mr. Mahatme’s financial expertise qualifies him to serve on our Board of Directors.

C. Ann Merrifield hascompany’s executive management team and served as one of our directors since 2014. From December 2012 to July 2014, Ms. MerrifieldVice President, Product Development, with management responsibility for the company’s interdisciplinary cellular therapy and fertility preservation development programs. She previously served as PresidentSenior Director, Product Development at The Medicines Company, where she focused on cardiovascular therapy clinical and Chief Executive Officer of PathoGenetix, Inc., a privately held health technology company, which voluntarily filed for Chapter 7 bankruptcy in July 2014.product development. Prior to joining PathoGenetix, Inc., Ms. Merrifield served an 18-year tenure at Genzyme Corporation (now owned by Sanofi S.A.), a diversified, global biotechnology company. At Genzyme, Ms. Merrifield served most recently as President of Genzyme Biosurgery, wherethat, she led global business strategy across a portfolio of biologics, therapeutic devices and combination products, and was previously Vice President of Marketing, General Manager and President of Genzyme Genetics, where she played an instrumental role in developing and shaping its

diagnostic business. Prior to joining Genzyme, Ms. Merrifield was a Partner at Bain and Company, a global strategy consulting firm, and an Investment Officer at Aetna Life & Casualty. She currently serves as a director of InVivo Therapeutics Holdings Corp. and Juniper Pharmaceuticals, Inc., both publicly traded biotechnology companies, and as a trustee of MassMutual Premier, Select and MML Series Investment Funds. Ms. Merrifield earned a B.A. in Zoology and a Master of Education from The University of Maine, and an M.B.A. from the Amos Tuck School of Business at Dartmouth College. Our Board believes that Ms. Merrifield’s commercial expertise specifically in the intra-articular injection field qualifies her to serve on our Board of Directors.

INFORMATION REGARDINGTHE BOARDOF DIRECTORSAND CORPORATE GOVERNANCE

Independence of the Board of Directors

As required under the NASDAQ Stock Market (“NASDAQ”) listing standards, a majority of the members of our Board must qualify as “independent,” as affirmatively determined by our Board of Directors. Our Board consults with our legal counsel to ensure that the Board’s independence determinations are consistent with relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in the pertinent NASDAQ listing standards, as in effect from time to time.

Consistent with these considerations, after review of all relevant identified transactions or relationships between each director, or any of his or her family members, and the Company, our senior management and our independent auditors, the Board has affirmatively determined that, with the exception of Dr. Clayman, all of our directors are independent directors within the meaning of the applicable NASDAQ listing standards. In making this determination, the Board found that none of these directors or nominees for director had a material or other disqualifying relationship with the Company.

Board Leadership Structure - Board Chair is Separate From the Position of CEO

Our Board has an independent chair, Mr. Mahaffy, who has authority, among other things, to call and preside over Board meetings, including meetings of the independent directors, to set meeting agendas and to determine materials to be distributed to the Board. Accordingly, the Board Chair has substantial ability to shape the work of the Board. We believe that separation of the positions of Board Chair and Chief Executive Officer reinforces the independence of the Board in its oversight of the business and affairs of the Company. In addition, we believe that having an independent Board Chair creates an environment that is more conducive to objective evaluation and oversight of management’s performance, increasing management accountability and improving the ability of the Board to monitor whether management’s actions are in the best interests of the Company and our stockholders. As a result, we believe that having an independent Board Chair can enhance the effectiveness of the Board as a whole.

Role of the Board in Risk Oversight

One of the Board’s key functions is informed oversight of the Company’s risk management process. Our Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through various Board committees that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure and our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. Our Audit Committee also monitors compliance with legal and regulatory requirements. Our Nominating and Corporate Governance Committee monitors the effectiveness of our corporate governance practices, including whether they are successful in preventing illegal or improper liability-creating conduct. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.

Meetings of the Board of Directors

Our Board met five times during the last fiscal year. Each Board member attended 75% or more of the aggregate number of meetings of the Board, and of the committees on which he or she served, held during the portion of the last fiscal year for which he or she was a director or committee member.

Director Attendance at the Annual Meeting

Other than Dr. Clayman, none of our directors attended our annual meeting of stockholders in 2015.

Information Regarding Committees of the Board of Directors

Our Board has three standing committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The following table provides membership and meeting information for fiscal 2015 for each of the Board committees:

Below is a description of each standing committee of the Board. Each of the committees has authority to engage legal counsel or other experts or consultants, as it deems appropriate to carry out its responsibilities. Our Board has determined that each member of each committee meets the applicable NASDAQ rules and regulations regarding “independence” and each member is free of any relationship that would impair his or her individual exercise of independent judgment with regard to the Company.

Audit Committee

The Audit Committee of our Board of Directors (“Audit Committee”) was established by the Board in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to oversee our corporate accounting and financial reporting processes and audits of our financial statements. For this purpose, our Audit Committee performs several functions, including, among other things:

Our Audit Committee is composed of three directors: Mr. Mahatme, Ms. Merrifield and Mr. Milinazzo. The Audit Committee met four times during 2015. The Board has adopted a written Audit Committee charter that is available to stockholders on our website at www.flexiontherapeutics.com.

The Board reviews the NASDAQ listing standards definition of independence for Audit Committee members on an annual basis and has determined that all members of our Audit Committee are independent (as independence is currently defined in Rule 5605(c)(2)(A)(i) and (ii) of the NASDAQ listing standards).

Our Board has also determined that Mr. Mahatme qualifies as an “audit committee financial expert,” as defined in applicable SEC rules. Our Board made a qualitative assessment of Mr. Mahatme’s level of knowledge and experience based on a number of factors, including his formal educationascendant clinical operations positions at Astra Pharmaceuticals and experience asBiopure Corporation. Ms. Willwerth holds a Chief Financial Officer for public reporting companies.B.S. in Biology, with high distinction, from Worcester Polytechnic Institute.

Audit Committee Report

The material in this report is not “soliciting material,” is not deemed “filed” with the Commission and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

The Audit Committee has reviewed and discussed the Company’s audited financial statements for the fiscal year ended December 31, 2015 with management of the Company. The Audit Committee has discussed with the Company’s independent registered public accounting firm the matters required to be discussed by Auditing Standard No. 16,Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board (“PCAOB”). The Audit Committee has also received the written disclosures and the letter from the Company’s independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the Audit Committee concerning independence and has discussed with the independent registered public accounting firm the accounting firm’s independence. Based on the foregoing, the Audit Committee has recommended to the Board of Directors that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015.

Mr. Sandesh Mahatme, LL.M.

Ms. C. Ann Merrifield

Mr. Alan W. Milinazzo

Compensation Committee

The Compensation Committee of our Board of Directors (“Compensation Committee”) is composed of three directors: Mr. Colella, Dr. Lukatch and Mr. Mahaffy. All members of our Compensation Committee are independent (as independence is currently defined in Rule 5605(d)(2) of the NASDAQ listing standards). Our Compensation Committee met three times during 2015. Our Board has adopted a written Compensation Committee charter that is available to stockholders on our website at www.flexiontherapeutics.com.

The functions of our Compensation Committee include, among other things:

Compensation Committee Processes and Procedures

Typically, our Compensation Committee meets quarterly and with greater frequency if necessary and meets regularly in executive session. Our Chief Executive Officer does not participate in, and is not present during, any deliberations or determinations of the Compensation Committee regarding his compensation or his individual performance. The charter of the Compensation Committee grants the Compensation Committee full access to all books, records, facilities and personnel of the Company, as well as authority to obtain, at the expense of the Company, advice and assistance from internal and external legal, accounting or other advisors and consultants and other external resources that the Compensation Committee considers necessary or appropriate in the performance of its duties.

Historically, our Compensation Committee has met at one or more meetings held during the first quarter of the year or during the fourth quarter of the previous year to discuss and, if appropriate, make recommendations to the Board regarding, annual compensation adjustments, annual bonuses, annual equity awards and new performance objectives. For executives other than our Chief Executive Officer, the Compensation Committee solicits and considers evaluations and recommendations submitted to it by our Chief Executive Officer. In the case of our Chief Executive Officer, the evaluation of his performance is conducted by the Compensation Committee in consultation with external advisors that may be engaged from time to time. For all executives, as part of its deliberations, the Compensation Committee may review and consider, as appropriate, materials such as financial reports and projections, operational data, executive stock ownership information, company stock performance data, analyses of historical executive compensation levels and current Company-wide compensation levels, compensation surveys and recommendations of any compensation consultant, as applicable.

Generally, our Compensation Committee has designed our overall executive compensation program to achieve the following objectives:

Our Compensation Committee retained an independent compensation consultant, Radford, an Aon Hewitt company (“Radford”) to assist the Compensation Committee in developing our overall executive and director compensation programs for 2015 and 2016, including base pay, bonus percentage and equity awards. To assist in determining executive compensation in 2015, Radford and the Compensation Committee reviewed a peer group of publicly traded companies in the life sciences industry at a stage of development, market capitalization and size comparable to ours. The Compensation Committee believed these companies were generally comparable to our Company and that we competed with these companies for executive talent. In addition to the publicly available information with respect to peer group companies, Radford gathered competitive market data from the Radford Global Technology Survey of public biopharmaceutical companies with less than 100 employees for the Compensation Committee’s analysis of executive compensation.

The specific determinations of our Compensation Committee with respect to executive compensation for fiscal 2015 are described in greater detail in the Executive Compensation section of this proxy statement.

Compensation Committee Interlocks and Insider Participation

As indicated above, our Compensation Committee currently consists of Mr. Colella, Dr. Lukatch and Mr. Mahaffy. No member of our Compensation Committee has ever been an executive officer or employee of the Company. None of our executive officers currently serves, or has served during the last completed year, on the compensation committee or board of directors of any other entity that has one or more executive officers serving as a member of our Board or Compensation Committee.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee of our Board of Directors (“Nominating and Corporate Governance Committee”) consists of Mr. Canute, Mr. Colella and Mr. Mahaffy. Our Board has determined that each of the members of this committee satisfies the NASDAQ independence requirements. The Nominating and Corporate Governance Committee met four times during 2015. Our Board has adopted a written Nominating and Corporate Governance Committee charter that is available to stockholders on our website at www.flexiontherapeutics.com.

The functions of our Nominating and Corporate Governance Committee include, among other things:

We adopted a formal policy for receiving and considering director candidates recommended by stockholders. Pursuant to our policy, our Nominating and Corporate Governance Committee will not alter the manner in which it evaluates candidates based on whether or not the candidate was recommended by a stockholder. Stockholders who wish to recommend individuals for consideration by the Nominating and Corporate Governance Committee to become nominees for election to the Board may do so by delivering a written recommendation to the Nominating and Corporate Governance Committee at the following address: 10 Mall Road, Suite 301, Burlington, MA 01803, Attn: Secretary, no later than the 90^th day and no earlier than the 120^th day prior to the one year anniversary of the preceding year’s annual meeting of stockholders. Submissions must include (1) the name and address of the Company stockholder on whose behalf the submission is made; (2) the number of Company shares that are owned beneficially by such stockholder as of the date of the submission; (3) the full name of the proposed candidate; (4) a description of the proposed candidate’s business experience for at least the previous five years; (5) complete biographical information for the proposed candidate; (6) a description of the proposed candidate’s qualifications as a director and (7) any other information required by our Bylaws. Each submission must also be accompanied by the written consent of the proposed candidate to be named as a nominee and to serve as a director if elected. We may require any proposed nominee to furnish such other information as we may reasonably require to determine the eligibility of such proposed nominee to serve as an independent director of the Company or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such proposed nominee.

Stockholder Communications with the Board of Directors

We have adopted a formal process by which stockholders may communicate with the Board or any of our directors. Pursuant to this policy, stockholders wishing to communicate with our Board or an individual director may send a written communication to the Board or such director c/o Flexion Therapeutics, Inc., 10 Mall Road, Suite 301, Burlington, MA 01803, Attn: Corporate Secretary. Written communications may be submitted anonymously or confidentially and may, at the discretion of the person submitting the communication, indicate whether the person is a stockholder or other interested party. Alternatively, stockholders may submit communications to the Board as a group through the Investor page of our website at http://ir.flexiontherapeutics.com.

Each communication will be reviewed by the Company’s Secretary to determine whether it is appropriate for presentation to the Board or the applicable director. Communications determined by the Secretary to be appropriate for presentation to the Board or the applicable director will be submitted to the Board of Directors or such director on a periodic basis. Communications determined by the Secretary to be inappropriate for presentation will still be made available to any non-management director upon the director’s request.

Code of Ethics

We have adopted the Flexion Therapeutics, Inc. Code of Business Conduct and Ethics that applies to all of our officers, directors and employees. Our Code of Business Conduct and Ethics is available on our website at www.flexiontherapeutics.com. If we make any substantive amendments to the Code of Business Conduct and Ethics or grant any waiver from a provision of the Code to any executive officer or director, we will promptly disclose the nature of the amendment or waiver on our website.

PROPOSAL 2

RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our Audit Committee has selected PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for the fiscal year ending December 31, 2016 and has further directed that management submit the selection of our independent registered public accounting firm for ratification by our stockholders at the Annual Meeting.

PwC has audited our financial statements since 2007. Representatives of PwC are expected to be present at the Annual Meeting, will have an opportunity to make a statement if they so desire and are expected to be available to respond to appropriate questions.

Stockholder ratification of the selection of PwC as our independent registered public accounting firm for 2016 is not required by our Bylaws, other governing documents or law. However, our Audit Committee is submitting the selection of PwC to our stockholders for ratification as a matter of good corporate practice. If our stockholders fail to ratify the selection, our Audit Committee will reconsider whether or not to retain PwC. Even if the selection is ratified, our Audit Committee in its discretion may direct the appointment of different independent auditors at any time during the year if it determines that such a change would be in our and our stockholders’ best interests.

The affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote on the matter at the Annual Meeting is required to ratify the selection of PwC as our independent registered public accounting firm for 2016.

Principal Accountant Fees and Services

The following table represents aggregate fees billed to the Company for the fiscal years ended December 31, 2015 and December 31, 2014, by PwC, our principal accountant:

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTSECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of ourthe Company’s common stock as of March 14, 2016April 26, 2021, by: (i) all those known to us to be the beneficial owner of more than 5% of our common stock;each director and nominee for director; (ii) each of our directors and nominees for director; (iii) each of ourthe executive officers named in the Summary Compensation Table; and (iv)(iii) all of our current executive officers and directors of the Company as a group. In accordance with the rules promulgatedgroup; and (iv) all those known by the SEC,Company to be beneficial owners of more than five percent of the number of shares of ourCompany’s common stock used to calculate the percentage ownership of each listed person includes the shares of our common stock that are currently owned by such person as of March 14, 2016, as well as shares underlying options held by such person that are exercisable as of May 13, 2016, which is 60 days after March 14, 2016.stock. Unless otherwise indicated, the address for the following stockholders is c/o Flexion Therapeutics, Inc., 10 Mall Road, Suite 301, Burlington, MA 01803.

(15) Includes 18,450 shares held by Mr. Milinazzo and 79,500 shares issuable upon the exercise of stock options exercisable, and restricting stock units vesting, within 60 days of April 26, 2021.

EXECUTIVE COMPENSATION

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a)The Company is a “smaller reporting company” under Item 10 of Regulation S-K promulgated under the Securities and Exchange Act requires our directorsof 1934, and executive officers and persons who own more than ten percent of a registered class of our equity securitiesthe following compensation disclosure is intended to filecomply with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, during the fiscal year ended December 31, 2015, all Section 16(a) filing requirements applicable to smaller reporting companies. Although the rules allow the Company to provide less detail about its executive compensation program, the Compensation Committee is committed to providing the information necessary to help stockholders understand its executive compensation-related decisions. Accordingly, this section includes supplemental narratives that describe the 2020 executive compensation program for our officers, directors and greater than ten percent beneficial owners were complied with.

EXECUTIVE COMPENSATION

Our namedThis section discusses our executive officers (which we refer to as our “NEOs”)compensation decisions for the year ended December 31, 2015, which consist of2020, for the individuals who served as our principal executive officer and the two other most highly compensated executive officers who were serving as executive officers as of December 31, 2015, are:2020, referred to as our “named executive officers” for 2020, or NEOs. Our NEOs are the following:

awards, which were subject to vesting over four years if the Company achieved at least $130 million in ZILRETTA revenue, which target was adjusted in July 2020 as described below. The target long-term incentive for Dr. Clayman is based on the grant date fair value of the total target equity award, which includes the performance-vesting RSUs.

Overview of Our Executive Compensation Program

The Compensation Committee conducts oversight of our compensation program and policies. Our executive compensation philosophy is based on the following objectives:

Our executive compensation program generally consists of the following three principal components: base salary, annual performance-based bonuses, and long-term incentive compensation. We also provide our executive officers with severance and change-in-control payments and benefits, as well as other benefits generally available to all our employees, including retirement

benefits under the company's 401(k) plan and participation in employee benefit plans. The following table summarizes the three principal components of compensation, their objectives, and key features.

In evaluating our executive compensation program and policies, as well as the short- and long-term value of our executive compensation plans and arrangements, the Compensation Committee focuses on providing a competitive compensation package that provides significant short- and long-term incentives for the achievement of measurable corporate objectives and individual contribution towards our corporate performance. We believe that this approach provides an appropriate blend of short- and long-term incentives to maximize stockholder value.

We do not currently have formal policies for allocating compensation among base salary, annual performance bonuses, and equity awards, short- and long-term compensation, or among cash and non-cash compensation. Instead, the Compensation Committee uses its judgment to establish a target total direct compensation opportunity for each named executive officer that is a mix of current, short- and long-term incentive compensation, and cash and non-cash compensation, that it believes appropriate to achieve the goals of our executive compensation program and our corporate objectives. A significant portion of our NEOs’ target total direct compensation opportunity is comprised of “at-risk” compensation in the form of an annual performance bonus opportunity and equity awards tied to stockholder returns, in order to align the executive officers’ incentives with the interests of our stockholders and our corporate goals.

How We Determine Executive Compensation

The Compensation Committee reviews and makes decisions with respect to all compensation paid to our executive officers, including our NEOs. The Chief Executive Officer evaluates and provides to the Compensation Committee performance assessments and compensation recommendations. In making his recommendations, the Chief Executive Officer reviews various third-party compensation surveys and compensation data provided by the independent compensation consultant to the Compensation Committee, as described below. While the Chief Executive Officer discusses his recommendations with the Compensation Committee and the Board, he does not participate in the deliberations concerning, or the determination of, his own compensation. The Compensation Committee or the Board discusses and makes final determinations with respect to executive compensation matters without the Chief Executive Officer present during discussions of the Chief Executive Officer’s compensation. From time to time, various other

members of management and other employees as well as outside advisors or consultants may be invited by the Compensation Committee or the Board to make presentations, provide financial or other background information or advice, or otherwise participate in the Compensation Committee or Board meetings.

The Compensation Committee meets periodically throughout the year to manage and evaluate our executive compensation program and determines the principal components of compensation (base salary, performance bonus, and equity awards) for our executive officers on an annual basis, typically at the beginning of each fiscal year; however, decisions may occur during the year for new hires, promotions, or other special circumstances as the Compensation Committee determines appropriate. Neither the Board nor the Compensation Committee delegates authority to approve executive officer compensation. The Compensation Committee does not maintain a formal policy regarding the timing of equity awards to our executive officers; awards are generally approved at a meeting of the Compensation Committee in January of each year.

The Compensation Committee has the sole authority to retain compensation consultants to assist in its evaluation of executive compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. In fiscal year 2020, we retained Radford, which is part of the Rewards Solutions practice at Aon plc, to provide executive compensation consulting services to the Compensation Committee and assist it in reviewing our executive compensation programs, making compensation decisions for each of our executive officers, and ensuring that our compensation programs remain competitive in attracting and retaining talented executives. The compensation consultant reports directly to the Compensation Committee, which maintains the authority to direct its work and engagement. The compensation consultant interacts with management to gain access to company information that is required to perform its services and to understand the culture and policies of our organization.

Radford’s engagement with respect to 2020 executive compensation decisions included conducting a review of the design and competitive positioning of our compensation programs for our Chief Executive Officer, other executive officers, and non-employee directors in preparation for making compensation decisions for 2020, reviewing our aggregate long-term incentive practices, and updating its prior compensation study regarding equity grant practices. As part of the in-depth review for 2020 compensation, Radford provided the Compensation Committee with the following services, which the Compensation Committee used to make decisions related to compensation for 2020:

The Compensation Committee considered whether the work of Radford raised any conflict of interest, taking into account the following factors: (i) the amount of fees paid to the compensation consultant, as a percentage of the firm’s total revenue; (ii) the provision of other services to us by the compensation consultant; (iii) the compensation consultant’s policies and procedures that are designed to prevent conflicts of interest; (iv) any business or personal relationship of the individual compensation advisors with any member of the Compensation Committee; (v) any business or personal relationship of the compensation consultant or the individual compensation advisors employed by the firm with any of our executive officers or any members of the Compensation Committee; and (vi) any shares of our common stock owned by the compensation consultant or the individual compensation advisors employed by the firm. Based on these factors, the Compensation Committee concluded that the work of Radford and the individual compensation advisors employed by Radford did not create any conflict of interest.

Peer Group and Market Data

In addition to Company performance, the Compensation Committee also considers market data from similar companies in our industry. The Compensation Committee engaged Radford to work with the Compensation Committee in order to define a peer group to use to assist in setting NEO compensation for 2020.

Radford performed an analysis and compiled a list of 20 peer companies that are comparable to the Company in terms of business activities, stage of development, revenue, headcount, and market capitalization. Radford proposed a group of specialty pharmaceutical

and biotechnology companies based on those attributes. The Compensation Committee approved the peer group listed below at the end of 2019 and utilized the peer group as a factor in making 2020 compensation decisions for our NEOs.

Radford completed an assessment of executive compensation data based on our 2020 peer group to inform the Compensation Committee’s determinations of executive compensation for 2020. The data used for this assessment was compiled from (i) the 2020 peer group companies’ publicly disclosed information, or public peer data and (ii) data from the Radford Global Life Sciences Survey with respect to the 2020 selected peer group companies listed above, or the peer survey data. The components of the market data were based on the availability of sufficient comparative data for an executive officer’s position. The peer survey data and the public peer data are collectively referred to as market data, and were reviewed by the Compensation Committee, with the assistance of Radford, and used as a reference point, in addition to other factors, in setting our named executive officers’ compensation.

Radford prepared, and the Compensation Committee reviewed, a range of market data reference points (generally at the 25th, 50th, and 75th percentiles of the market data) with respect to base salary, performance bonuses, equity compensation (value based on an approximation of grant date fair value), total target cash compensation (including both base salary and the annual target performance bonus) and total direct compensation (total target cash compensation and equity compensation).

The Compensation Committee’s general aim is for compensation to remain competitive with the market, falling above or below the median of the market data as appropriate based on corporate and individual executive performance, and other factors deemed to be appropriate by the Compensation Committee. Due to our limited history as a public company and our evolving and growing business, we have not developed a specific market positioning or “benchmark” that we consistently aim for in setting compensation levels; instead, the Compensation Committee determines each element of compensation, and total target cash and direct compensation, for each named executive officer based on various facts and circumstances appropriate for our company in any given year. Competitive market positioning is only one of several factors, as described below under “Factors Used in Determining Executive Compensation,” that the Compensation Committee considers in making compensation decisions, and therefore individual named executive officer compensation may fall at varying levels as compared to the market data.

In preparation for making 2021 executive compensation decisions, Radford assisted the Compensation Committee in reviewing its peer group and making adjustments. The recommended changes were made due to certain companies on the peer group list above having experienced material changes in market cap or revenues or having been the target of M&A activity.

Factors Used in Determining Executive Compensation

The Compensation Committee sets the compensation of our executive officers at levels the Committee determines to be competitive and appropriate for each named executive officer, using the Committee’s professional experience and judgment. Compensation decisions are not made by use of a formulaic approach; the Compensation Committee believes that these decisions require consideration of a multitude of relevant factors that may vary from year to year. In making executive compensation decisions, the Compensation Committee generally takes into consideration the following factors:

SummarySUMMARY Compensation Table

The following table provides information regardingshows compensation awarded to, paid to, or earned by, the compensation provided to ourCompany’s NEOs duringfor the last two completed fiscal years:years ended 2020 and 2019:

Annual Narrative Disclosure to Summary Compensation Table

Base Salary

The compensation of our NEOs is generally determined andCompensation Committee approved by our Board or the Compensation Committee. The following 20152020 base salaries for oureach of the NEOs, which were approved and effective as of January 1, 2015.2020.

The Compensation Committee determined the salary adjustments for Dr. Clayman, Mr. Arkowitz, and Dr. Kelley based on the amount the Compensation Committee determined was appropriate, taking into account the market data in addition to an evaluation of each NEO’s and the Company’s performance. Mr. Arkowitz’s 2020 salary increase reflects an adjustment based on market data for peer group CFOs and the Compensation Committee’s determination to bring his base salary to at least the median level, the Company’s retention goals in the then-current job market, and Mr. Arkowitz’s assumption of increased job responsibilities. Dr. Clayman’s base salary adjustment was based primarily on market data for peer group CEOs and reflects the Compensation Committee’s determination to bring his base salary closer to the median level. Dr. Kelley’s base salary adjustment was based primarily on market data for peer group chief medical officers and reflects the Compensation Committee’s determination to bring his base salary closer to the median level.

Annual Performance-Based Bonus Opportunity - Cash Bonus

In addition to base salaries, our NEOs are eligible to receive annual performance-based cash bonuses, which are designed to provide appropriate incentives to our executives to achieve defined annual corporate goals and to reward our executives for individual achievement towards these goals. TheFor 2020, the Compensation Committee applied its annual performance-based bonus that each NEO is eligible to receive isprogram for the NEOs based on the individual’seach NEO’s individual target bonus, as a percentage of base salary, or target bonus percentage, and the extent to which we achievethe Company achieved key 2020 corporate goals.

In early 2020, the Compensation Committee reviewed the target bonus percentages for each of our corporate goalsNEOs and the executive achieves his personal goals, if any, established for that year.

The actual performance-based bonus paid to each executive, if any, is calculated by multiplying the executive’s annual base salary,maintained our Chief Executive Officer’s target bonus percentage the percentage attainmentat 65% and determined that each of our corporate goalsother NEO’s target bonus percentages should be increased to 45% to promote internal equity and personal goals, if any, established for such year with respect toconsistency across the executive and is prorated for the duration of employment for that year. There is no minimumteam. Each NEO’s 2020 target bonus percentage or amount established for the NEOs and, as a result, the bonus amounts vary from year to year based on corporate and individual performance as well asapproved by the Compensation Committee’s evaluation of other factors it deems relevant in determiningCommittee is set forth below:

Typically, annual bonuses.

The corporate and personal goals are determined by the Board after recommendation by the Compensation Committee and generally communicated to the NEOs each year, prior to or shortly followingearly in the beginning of the year to which they relate or if later, in connection with the commencement of employment of the NEO. Our corporateyear. The annual goals are comprised of a subset of our most important annualthe Company’s corporate goals and various business accomplishments which vary from timetied to time depending on ourthe Company’s overall strategic objectives. Individual goals are composed of factors that relateAlthough the cash bonus amount paid to each NEO’s ability to guide his or her ownNEOs is based on Company performance, and the performance of his or her direct employee reports towards reaching our corporate goals.

At the end of the year, the Board, or the Compensation Committee reviews ourretains the discretion to adjust bonus payouts for individual performance against each corporate goal and each NEO’s personal goals, and approves the extent to which each were achieved. The Board, or the Compensation Committee, may award a bonus in an amount above or below the amount that would otherwise be associated with the degree of goal achievement, based on other factors that the Board of Directors, or the Compensation Committee, determines, in its sole discretion arethey determined appropriate and material to ourthe Company’s corporate performance, and provide appropriate incentives to our executives, for example based onincluding events or circumstances that arise after the original corporate goals were set and/or overall value created for our stockholders during the year. In the first quarter of 2020, in light of the recent emergence of COVID-19, the Board determined that it was prudent to gain better visibility into the impact that COVID-19 would have on the Company’s business and near-term strategic priorities before setting the annual corporate objectives. By mid-2020, the Company’s business had begun to stabilize within the COVID-19 environment, and the Company’s strategic priorities to manage the impacts of COVID-19 were better understood. Therefore, in July 2020, the Compensation Committee established corporate goals (subsequently approved by the Board) for the remainder of 2020 that it believed were achievable with significant effort despite the burden of COVID-19 on our business and, if achieved, would position our company for success during and after the pandemic. The Compensation Committee did not exercise any discretion in adjusting NEO bonuses from achievement of corporate goals for 2020, nor did it adjust the 2020 corporate objectives despite the fact that COVID-19 continued to negatively impact the Company’s business, including its ability to grow ZILRETTA sales, during the remainder of 2020.

The Board sets the target bonus for each NEO at the beginning of each year for which the bonus will apply, or if later, in connection with the hiring of a new NEO. Each NEO’s 2015 target bonus percentage is set forth below:

For 2015, Dr. Clayman and Dr. Bodick’s bonuses were entirely dependent upon achievement of our corporate goals and Mr. Driscoll’s bonus was weighted 50% based on achievement of our corporate goals and 50% based on Mr. Driscoll’s achievement of his personal goals.

The2020 corporate goals established by ourthe Board for purposesour NEO performance bonus program, their associated weightings, and actual achievement percentages are set forth in the following chart. The Compensation Committee based the percent achievement on a combination of determining bonuses for 2015 included:

objective performance and the Compensation Committee’s qualitative assessment of Company performance.

On December 17, 2015, our Compensation Committee determined was achieved, and the actual amount of 2020 bonuses that we had achieved 90%were paid to the NEOs:

Equity-Based Incentive Awards

We have historically granted equity awards to our NEOs in the form of stock options. In connection with its 2019 compensation decisions, the Compensation Committee, in consultation with Radford, evaluated the appropriate form of equity compensation and determined that our long-term incentive compensation program for our NEOs should be adjusted to incorporate RSUs as well as stock options. The Compensation Committee believes that stock options are inherently performance-based, and automatically link executive pay to stockholder return, as the value realized, if any, from an award of stock options is dependent upon, and directly proportionate to, appreciation in stock price. Regardless of the reported value in the Summary Compensation Table, our NEOs will only receive value from their stock option awards if the price of our 2015 corporate goals for purposescommon stock increases above the price of 2015 annual performance-based bonuses. our common stock at the time of the stock option grant and remains above such price as the stock options continue to vest. The Compensation Committee also believes adding RSUs is appropriate because these awards cover fewer shares than stock options, minimize dilution to our stockholders, provide a return based directly on the market price of our shares, provide retention value, and are used by more than half of our peer group.

The 2020 equity awards granted to our NEOs are reflected, in the aggregate, in the table below. The Compensation Committee approved the grant of these awards in March 2020 and July 2020 to the NEOs.

In determining that we had achieved 90%the size of the annual equity-based awards granted to our 2015 corporate goals,

ourNEOs in March 2020, the Compensation Committee considered among other factors,market data, burn-rate of stock grants issued versus shares outstanding, and the substantial progress in advancing clinical developmentincentive and retentive qualities of Zilretta, as well as the Company’s response to clinical trial and other challenges that arose during 2015.

Based on the determinationvarious types of 90% corporate goal achievement, Dr. Clayman was awarded a 2015 annual performance-based cash bonus in the amount of $216,000. Additionally, based onequity-based awards. For all NEOs except our Chief Executive Officer, the Compensation Committee’sCommittee believed the mix of one-third stock options and Dr. Clayman’s assessment, Dr. Bodick and Mr. Driscoll were awarded 2015 annual performance-based cash bonuses intwo-thirds RSUs provided the amounts of $132,480 and $107,730, respectively.

Also, on December 17, 2015, our Compensation Committee approved target bonus percentages for our executive officers that will be effective for consideration of annual cash bonuses for 2016 and future years. Each NEO’s target bonus percentage is set forth below:

Equity-Based Incentive Awards

Our equity-based incentive awards are designedappropriate balance to align ourthe NEOs’ interests with those of our employees and consultants, includingstockholders. With respect to our NEOs. The Board orChief Executive Officer, the Compensation Committee is responsibledetermined it was appropriate that he receive approximately 60% of his annual grant in RSUs but structured his grant so that a portion of it would only vest based on achievement of a stretch ZILRETTA revenue performance goal, in order to further align our Chief Executive Officer’s interests with stockholder value.

As granted in March 2020, our Chief Executive Officer’s annual RSU award covered 175,000 shares of common stock with vesting that was contingent upon the Company achieving $130 million in ZILRETTA revenue in 2020. By July 2020, however, it became apparent that the COVID-19 pandemic would significantly impact those sales, and the Compensation Committee revised our Chief Executive Officer’s original 2020 performance-based award on July 16, 2020, to add lower sales performance vesting thresholds, which the Compensation Committee deemed reasonable and rigorous in light of the exceptionally challenging conditions and the need to further incentivize our Chief Executive Officer. Under these revised thresholds, the performance-based RSUs would vest as to (i) 59,375 shares if 2020 annual sales were at least $75 million and less than $85 million, (ii) 118,750 shares if 2020 annual sales were exactly $85 million, (iii) all 175,000 shares if 2020 annual sales were $130 million or greater, and (iv) a linear interpolation between 118,750 shares and 175,000 shares based on where 2020 sales fell between $85 million and $130 million. ZILRETTA revenue in 2020 totaled $85.6 million, exceeding the Company’s revised annual sales goal of $85 million, resulting in 119,500 RSUs being earned and eligible to vest, and 55,500 RSUs being forfeited. After taking this forfeiture into account, Dr. Clayman’s 2020 equity compensation remained at approximately the 50^th market percentile.

Due to the uncertainties and business challenges caused by the COVID-19 pandemic and the very high level of competition for approvingemployees in the biopharmaceutical space, particularly in the Boston, Massachusetts, market, it became increasingly difficult to retain talented employees and incentivize them in the face of mounting business challenges during 2020. In light of this, in July 2020, the Compensation Committee approved the grant of RSUs to substantially all the Company’s employees, including executive officers, as a means of retention and to provide a long-term incentive for employees to continue diligently working toward business goals despite