Class III Director NomineesNominee (If elected, term would expireexpires in 2020)2024)

Dr. Augustine Chow.  Dr. Augustine Chow was appointed to the Board of Directors in March 2007. Dr. Chow has served as the Chief Executive Officer of Harmony Asset Limited since 1996, an investment company listed on the Hong Kong Stock Exchange and specializing in investments in China and Hong Kong.  Dr. Chow has served as Executive Director of Kaisun Energy Group Ltd. since 2008 and also serves as a director of Medifocus Inc.  From 1990 to 1998, Dr. Chow was the Chief Executive Officer of Allied Group of Companies based in Hong Kong.  Prior to this, Dr. Chow held a senior position with Brunswick Corporation and Outboard Marine Corporation and was responsible for all business activities in South East Asia and China.  Dr. Chow’s qualifications include a number of Bachelors, Masters and Doctoral degrees.  Among them include a MSc from London Business School, a Ph.D. from the University of South Australia, and an Engineering Doctorate and Ph.D. in Biology from City University of Hong Kong.

Mr. Frederick J. Fritz. Mr. Fritz was appointed to the Board of Directors in July 2011.  Mr. Fritz has served as CEO & Founder of NeuroDx, a development stage diagnostic device company focused on the neurosurgery market, since 2006. Mr. Fritz joined NeuroDx from Valeo Medical, a biotech company he founded in 2003 to develop the world's first non-invasive diagnostic test for endometriosis. Prior to that, Mr. Fritz was President and CEO of Songbird Hearing, a medical device company spun out of Sarnoff Corporation. Mr. Fritz began his career in marketing management and new product development. He joined Schering Plough's Wesley Jessen in 1985 as VP Marketing and Sales in 1986. He was promoted to general manager of Schering's Over the Counter pharmaceutical business in 1988 and of the podiatric products business in 1990. He was President of Coleman North America from 1995to 1997.  Mr. Fritz holds a Bachelor’s degree in engineering (summa cum laude) from University of Illinois and an MBA degree from Harvard University.

The Board of Directors concluded that each of Dr. Chow and Mr. Fritz has the requisite experience, qualifications, attributes and skill necessary to serve as a member of the Board of Directors based on, among other things, each of their respective leadership attributes and management experience; management experience in the pharmaceutical industry; and professional and educational background.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR”

THE ELECTION OF ALL NOMINEES NAMED ABOVE.

Set forth below is certain information regarding the Company's current directors, as well as the Company's non-director executive officers.

Continuing Class II Director Nominees (Term Expires in 2018)

Mr. Robert W. Hooper. Mr. Hooper has served as a member of theour Board of Directors since July 2010. From 2001 to present, Mr. Hooper has served asHe is currently President of Crow’sCrows Nest Ventures, Inc. a privately held company, which provides advisory and consulting services to the healthcare industry. From 1997 to 2001, Mr. Hooper served as President North America for IMS Health Incorporated, a healthcare information and market research company listed on The New York Stock Exchange. From 1993 to 1997, he served as President of Abbott Laboratories Canada. From 1989 to 1993, he served as Managing Director, Australia/Asia for Abbott Laboratories. Prior to that, he held increasingly senior positions at E.R. Squibb and Sterling Winthrop Labs. Mr. Hooper holds a B.Abachelor’s degree in Biologybiology from Wilkes University.

Dr. Alberto R. Martinez.  Dr. MartinezOur Board of Directors concluded that Mr. Robert W. Hooper has servedthe requisite experience, qualifications, attributes and skills necessary to serve as a member of theour Board of Directors since December 2010.  Since 2008, Dr. Martinez has beenbased on his respective leadership attributes, management experience in the pharmaceutical industry and professional and educational background.

Vote Required

The election of the Class II Director at the Annual Meeting will be by a consultantplurality of the votes cast. This means that the director nominee receiving the greatest number of votes cast, via the live webcast or by proxy, by the holders of our common stock in the election of the Class II Director, will be elected. Stockholders may not cumulate their votes in electing directors. Stockholders entitled to vote at the Annual Meeting may either vote “FOR” the nominee for election as a director or may “WITHHOLD” authority for the nominee. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the nominee named above in Proposal No. 1. If a stockholder withholds authority to vote with respect to the healthcare industry.nominee for director, the shares held by that stockholder will be counted for purposes of establishing a quorum but will have no effect on the election of the nominee. Broker non-votes will have no effect on the election of the nominee.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF THE NOMINEE NAMED ABOVE.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Set forth below is certain information regarding our Company’s current directors, as well as our non-director executive officers.

Continuing Class I Directors (Term Expires in 2023)

Dr. Augustine Chow. Dr. Chow was appointed to our Board of Directors in March 2007. Dr. Chow is the chairman of Harmony Asset Management Limited in Hong Kong, serving in such capacity since 2015. He also serves as a director of Medifocus Inc. (TSX Venture: MFS). From 20071996 to 2015, Dr. Chow was the Chief Executive Officer of Harmony Asset Limited, a Hong Kong listed investment company, and from 2008 Dr. Martinezto 2016 he served as Executive Director of Kaisun Energy Group Limited. From 1990 to 1998, Dr. Chow was the President and Chief OperatingExecutive Officer of Talecris Biotherapeutics, Inc.,Allied Group of Companies based in Hong Kong which include several publicly listed companies spanning across various industries. Prior to this, Dr. Chow held a senior position with Brunswick Corporation and Outboard Marine Corporation and was responsible for all business activities in South East Asia and China. Dr. Chow has extensive experience in managing publicly traded life science company.listed companies that are involved in manufacturing, marketing and financial services and specializes in mergers and acquisitions. Dr. Chow’s qualifications include a number of Bachelors, Masters and Doctoral degrees. Among them include a MSc from London Business School and a Ph.D. in Biology from City University of Hong Kong.

Mr. Frederick J. Fritz. Mr. Fritz was appointed to our Board of Directors in July 2011. Mr. Fritz has served as CEO and Founder of NeuroDx, a development stage diagnostic device company focused on the neurosurgery market, since 2006. Mr. Fritz joined NeuroDx from Valeo Medical, a biotechnology company he founded in 2003 to develop the world’s first non-invasive diagnostic test for endometriosis. Prior to that, Dr. Martinez served as Talecris’Mr. Fritz was President and Chief Executive Officer from October 2005 until June 2007. PriorCEO of Songbird Hearing, Inc., a medical device company spun out of Sarnoff Corporation. Mr. Fritz began his career in marketing management and new product development. He joined Schering Plough’s Wesley Jessen in 1985 as VP Marketing and Sales in 1986. He was promoted to that, he held increasingly senior positions as Executive Vicegeneral manager of Schering’s Over the Counter pharmaceutical business in 1988 and of the podiatric products business in 1990. He was President of Worldwide Commercial Operations at ZLB Behring (subsequently renamed CSL Behring). PriorColeman North America from 1995 to ZLB Behring, Dr. Martinez served1997. Mr. Fritz holds a bachelor’s degree in various international positions at Sandoz Pharmaceuticals (currently the generic pharmaceuticals division of Novartis) in Brazil, Switzerland, Spain and the U.S. for eighteen years. Dr. Martinez completed his undergraduate and graduate studies at theengineering (summa cum laude) from University of Sao PauloIllinois and received his medicalan MBA degree from the University of Sao Paulo in 1973. After completing his residency in Pediatrics in 1975, he studied Business and Marketing Administration at the Fundacao Getulio Vargas in Sao Paulo, Brazil.Harvard University.

Continuing Class III Directors (Term expiresExpires in 2019)2022)

Mr. Michael H. Tardugno. Mr. Tardugno was appointed President and Chief Executive Officer of the Company on January 3, 2007 and was elected to the Board of Directors on January 22, 2007. In October of 2014, Mr. Tardugno was appointed by theour Board of Directors as the Chairman as successor to Max E. Link, Ph.D., who passed away in October 2014.our Chairman. Prior to joining the Company and for the period from February 2005 to December 2006, Mr. Tardugno served as Senior Vice President and General Manager of Mylan Technologies, Inc., a subsidiary of Mylan Inc. From 1998 to 2005, Mr. Tardugno was Executive Vice President of Songbird Hearing, Inc., a medical device company spun out of Sarnoff Corporation. From 1996 to 1998, he was Senior Vice President of Technical Operations worldwide for a division of Bristol-Myers Squibb, and from 1977 to 1995, he held increasingly senior executive positions including Senior Vice-PresidentVice President of World-wideWorldwide Technology Development with Bausch & Lomb and Abbott Laboratories. Mr. Tardugno holds a B.S. degree from St. Bonaventure University and completed the Harvard Business School Program for Management Development.

Dr. Donald P. Braun. Dr. Braun has served as a director of the Company since December 2015. Dr. Braun brings over 3035 years of research expertiseexperience in oncology, with a focus oncancer immunology, cancer immunotherapy, and inflammatory diseases. He is the effectivenessauthor of more than 120 published peer-reviewed manuscripts, 25 reviews and impactbook chapters, and co-editor of chemotherapy protocolsa book on various cancersthe role of prostaglandins and tumor types,other COX 2 metabolites in cancer patient immunity and immunotherapy. He served from 2006 to 2014 as Vice President Clinical Research and since 2014after which he served as Vice President Translational Research and Chief Science Officer at the Cancer Treatment Centers of America.America until his retirement in May 2016. Prior to his currentthis role, he was the Scientific Director of the Cancer Center and Professor of Medicine and Immunology at Rush Medical College in Chicago from 1978 to 1999, and the Administrative Director of the Cancer Institute and a Professor of Surgery with tenure at the Medical College of Ohio from 1999 to 2006,2006. Dr. Braun has been appointed to and served on more than a dozen federal government and public advisory committees on oncology and immunology. He received his Ph.D. in Immunology and Microbiology from the University of Illinois at the Medical Center in Chicago. Dr. Braun has served as an advisor to numerous public agencies and private corporations concerned with cancer therapeutics and diagnostics. At the National Cancer Institute, Dr. Braun served as a member of the Experimental Therapeutics Study Section; the Small Business Innovation Grant Review Study Section; and the Experimental Therapy program for “Molecular Targets in Lung Cancer”. He served as a member of the Immunology and Immunotherapy Study Section of the American Cancer Society-National Division; as a Member of the Ohio Cancer Incidence Surveillance System; as a Member of the Biomedical Research Technology Transfer Commission for the State of Ohio; and as an advisor to the State of Arizona’s Disease Research Control Commission. Dr. Braun has also served as a consultant to numerous Pharmaceutical and Biotechnology Companies developing cancer treatments and diagnostics including Pfizer Pharmaceuticals, Sterling Winthrop, Abbott Laboratories, Boehringer Mannheim, Serono Corporation, Biomira Inc, Centocor and Merck KGA.

Dr. Andreas Voss.Voss, MD. Dr Voss is the founder of AMEDIX GmbH providing a broad range of services to life science companies since July 2020. He served as Chief Operating Officer at Swissrockets AG in Basel from August 2019 to June 2020. Before that Dr. Voss has served as a directorwas General Manager of the Company since December 2015. Dr. Voss currently serves as Vice President of Clinical Affairs in Europe at Caris Life Sciences a biotechnology company focused onInternational, implementing personalized medicine in oncology through its liquid biopsy technology.market leading tumor profiling services. Prior to joining Caris in September 2010, he was responsible for the global clinical development of Avastin® and a member of the Corporate Drug Safety Board at F. Hoffmann-La Roche fromAG (June 2006 to 2010. Before joining Roche in 2006, heJuly 2010). Dr. Voss was Medical Directorresponsible for the Lung Cancer Disease Area at AstraZeneca from May 2003 to May 2006 and fromMedical Director at Bayer GmbH (October 2000 to 2003, he was the Medical Director for Anti-infectivesApril 2003) and Oncology at Bayer GmbH. From 1996 to 2000, Dr. Voss was Head of Medical Research, Oncology at Asta Medica AG. Dr. VossAG before that (December 1996 to September 2000). He received his M.D.MD from the University of Hamburg Medical School and was a postdoctoral fellow in the department of cellular immunology at the University of California at San Diego. He is board certified in internal medicine.medicine and joined the board of directors at Celsion Corporation in 2015

TheOur Board of Directors concluded that all of the continuing directors have the requisite experience, qualifications, attributes and skill necessary to serve as a member of the Board of Directors based on, among other things, his:

Executive Officers

Following are the biographical summaries for each of the Company'sour executive officers. Each executive officer is elected by, and serves at the pleasure of, theour Board of Directors.

Mr. Michael H. Tardugno. Mr. Tardugno’s biographical information appears above under the heading “Continuing“Continuing Class III Directors.Directors (Term Expires in 2022).”

Khursheed Anwer, Ph.D., M.B.A. Dr. Anwer joined Celsionus in June 2014 as Executive Vice President and Chief Scientific Officer, in connection with the Company’sour acquisition of all the assets of EGWU, Inc. (formerly known as Egen, Inc.), an Alabama corporation (“EGEN”(or “EGEN”). Before joining Celsion, Dr. Anwer served as EGEN’s President and Chief Scientific Officer, a position he held since 2009. He joined EGEN in July 2002 as Vice President of Research and Development and directed the company’sEGEN’s clinical and research and development functions. Before joining EGEN, Inc., Dr. Anwer was Director of Pre-Clinical Development at Valentis, Inc. from July 2000 to June 2002. From 1993 to 1999, he served in several positions at GeneMedicine, Inc., where he led several research projects in the area of non-viral gene therapy. He has authored more than 40 publications in the area of non-viral gene therapy, resulting from his active career in research and development. Dr. Anwer holds a Ph.D. in Physiology/Pharmacologyphysiology/pharmacology from Ohio University and received post-doctoral training from the University of Texas Health Science Center at Houston. Dr. Anwer also has a Master’s in Business Administration from University of Alabama.

Nicholas Borys, M.D. Dr. Borys joined Celsionus in October 2007 as Vice President and Chief Medical Officer of the Company and was promoted to Senior Vice President in June 2014.2014 and to Executive Vice President in February 2019. In this position, Dr. Borys manages the clinical development and regulatory programs for Celsion. Dr. Borys has over 2025 years of experience in all phases of pharmaceutical development with a focus on oncology. Immediately prior to joining Celsion, Dr. Borys served as Chief Medical Officer of Molecular Insight Pharmaceuticals, Inc., a molecular imaging and nuclear oncology pharmaceutical company, from 2004 until 2007. From 2002 until 2004, he served as the Vice President and Chief Medical Officer of Taiho Pharma USA, a Japanese start-up oncology therapeutics company. Prior to that he held increasingly senior positions at Cytogen Corporation, Anthra Pharmaceuticals, Inc., Amersham Healthcare, Inc. and Hoffmann La-Roche Inc. Dr. Borys obtained his premedical degree from Rutgers University and holds an M.D. degree from American University of the Caribbean.

Mr. Jeffrey W. Church. Mr. Church joined Celsionus in July 2010 as Vice President, Chief Financial Officer and Corporate Secretary. Mr. Church was appointed as our Senior Vice President, Corporate Strategy and Investor Relations in July 2011. In July 2013, Mr. Church was reappointed as Senior Vice President and Chief Financial Officer. In December 2018, Mr. Church was promoted to Executive Vice President. Immediately prior to joining Celsion,us, Mr. Church served as Chief Financial Officer and Corporate Secretary of Alba Therapeutics Corporation, a privately held life science company from 2007 until 2010. From 2006 until 2007, he served as Vice President, CFOChief Financial Officer and Corporate Secretary for Novavax, Inc., a vaccine development company listed on The NASDAQNasdaq Global Select Market. From 1998 until 2006, he served as Vice President, CFO and Corporate Secretary for GenVec, Inc., a biotechnology company listed on The NASDAQNasdaq Capital Market. Prior to that, he held senior financial positions at BioSpherics Corporation and Meridian Medical Technologies, both publicly traded companies. He started his career with Price Waterhouse from 1979 until 1986. Mr. Church holds a B.S. degree in accounting from the University of MarylandMaryland.

LEGAL PROCEEDINGS

On September 20, 2019, a purported stockholder of the Company filed a derivative and putative class action lawsuit against the Company and certain officers and directors (the “Shareholder Action”). The Company was a defendant in this derivative and putative class action lawsuit in the Superior Court of New Jersey, Chancery Division, filed by a shareholder against the Company (as both a class action defendant and nominal defendant), and certain of its officers and directors (the “Individual Defendants”), with the caption O’Connor v. Braun et al., Docket No. MER-C-000068-19 (the “Shareholder Action”). The Shareholder Action alleged breaches of the defendants’ fiduciary duties based on allegations that the defendants omitted or made improper statements when seeking shareholder approval of the 2018 Stock Incentive Plan. The Shareholder Action sought, among other things, any damages sustained by the Company as a result of the defendants’ alleged wrongdoing, a declaratory judgment against all defendants invalidating the 2018 Stock Incentive Plan and declaring any awards made under the Plan invalid, rescinded, and subject to disgorgement, an order disgorging the equity awards granted to the Individual Defendants under the 2018 Stock Incentive Plan, and attorneys’ fees and costs.

On April 24, 2020, the Company, the Individual Defendants, and the plaintiff (the “Parties”) entered into a Settlement Agreement and Release (the “Settlement Agreement”), which memorializes the terms of the Parties’ settlement of the Shareholder Action (the “Settlement”). The Settlement calls for repricing of certain stock options and payment of plaintiff legal fees of $187,500. On July 24, 2020, the Court issued an order approving the Parties’ proposed form of notice to shareholders regarding the Settlement. A hearing was held on September 8, 2020 whereby the Court issued a final approval approving the Settlement. Pursuant to the Settlement, the Company paid $187,500 on October 1, 2020. Without admitting the validity of any of the claims asserted in the Shareholder Action, or any liability with respect thereto, and expressly denying all allegations of wrongdoing, fault, liability, or damage against the Company and the Individual Defendants arising out of any of the conduct, statements, acts or omissions alleged, or that could have been alleged, in the Shareholder Action, the Company and the Individual Defendants concluded that it was desirable that the claims be settled on the terms and subject to the conditions set forth in the Settlement Agreement. The Company and the Individual Defendants entered into the Settlement Agreement for settlement purposes only and solely to avoid the cost and disruption of further litigation.

On October 29, 2020, a putative securities class action was filed against the Company and certain of its officers and directors (the “Spar Individual Defendants”) in the U.S. District Court for the District of New Jersey, captioned Spar v. Celsion Corporation, et al., Case No. 1:20-cv-15228. The plaintiff alleges that the Company and Individual Defendants made false and misleading statements regarding one of the Company’s product candidates, ThermoDox^®, and brings claims for damages under Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder against all Defendants, and under Section 20(a) of the Exchange Act of 1934 against the Spar Individual Defendants. The Company believes that the case is without merit and intends to defend it vigorously.

In February 2021, a Certified Public Accountant.derivative shareholder lawsuit was filed against the Company, as the nominal defendant, and certain of its directors and officers as defendants in the U.S. District Court for the District of New Jersey, captioned Fidler v. Michael H. Tardugno et al., Case No. 3:21-cv-02662. The plaintiff alleges breach of fiduciary duty and other claims arising out of alleged statements made by certain of the Company’s directors and/or officers regarding ThermoDox^®. The Company believes it has meritorious defenses to these claims and intends to vigorously contest this suit.

LEGAL PROCEEDINGS

None of the Company's directors or officers has been a part of any legal proceeding within the last 10 years that is subject to disclosure under Item 401(f) of Regulation S-K.

BOARD LEADERSHIP STRUCTURE AND ROLE IN RISK OVERSIGHT

Board Leadership

Our Board of Directors believes that it is important to select itsour Chairman of the Board and the Company’sour Chief Executive Officer in the manner it considers in theour best interests of the Company at any given point in time.interests. The members of theour Board of Directors possess considerable business experience and in-depth knowledge of the issues the Company faceswe face and are therefore in the best position to evaluate theour needs of the Company and how best to organize and adopt the Company’sour leadership structure to meet those needs. Accordingly, theour Chairman and the Chief Executive Officer may be filled by one individual or by two different individuals, and theour Chairman may be a Company insider or an independent director. Mr. Tardugno serves as Chairman of theour Board of Directors, President and Chief Executive Officer of the Company.Officer. Currently all the other directors of theour Board of Directors are independent under applicable SEC and NASDAQ rules. The Company does not have a lead independent director which the Board of Directors has concluded is the most effective leadership structure for the Company at this time. Further, theOur Board of Directors believes that the Company and its stockholders have been well served by the current leadership structure due to Mr. Tardugno'sTardugno’s experience and in-depth knowledge of the Company and the industry.

Board Oversight of Risk

TheOur Board of Directors is responsible for oversight of the various risks facing the Company.we face. In this regard, the Board of Directors seeks to understand and oversee the most critical risks relating to our business and operations, allocate responsibilities for the oversight of risks among the full Board of Directors and its committees, and see that management has in place effective systems and processes for managing risks facing the Company.we face. Overseeing risk is an ongoing process, and risk is inherently tied to our strategy and to strategic decisions. Accordingly, theour Board of Directors considers risk throughout the year and with respect to specific proposed actions. TheOur Board of Directors recognizes that it is neither possible nor prudent to eliminate all risk. Indeed, purposeful and appropriate risk-taking is essential for the Companyus to be competitive and to achieve its business objectives.

While theour Board of Directors oversees risk, management is charged with identifying and managing risk. We have robust internal processes and a strong internal control environment to identify and manage risks and to communicate information about risk to the Board of Directors. Management communicates routinely with theour Board of Directors, Board Committees (as defined below) and individual directors on the significant risks identified and how they are being managed. DirectorsOur directors are free to, and indeed often do, communicate directly with senior management.

TheOur Board of Directors implements its risk oversight function both as a whole and through delegation to various committees (the “Board Committees”). These committeesBoard Committees meet regularly and report back to theour full Board of Directors. TheOur Audit Committee oversees the management of financial, accounting, internal controls, disclosure controls and the engagement arrangement and regular oversight of the independent auditors. TheOur Compensation Committee is responsible for the design and oversight of the Company’sour compensation programs. Based on a review of our company-wide compensation programs, including the compensation programs for our executive officers, theour Compensation Committee has concluded that these programs do not create risks that are likely to have a material adverse effect on the Company. Theus. Our Nominating and Governance Committee periodically reviews the Company’sour corporate governance practices, including the risks that those practices are intended to address. It also periodically reviews the composition of theour Board of Directors to help ensure that a diversity of skills and experiences is represented by the members of theour Board of Directors taking into account the stage of our growth of the Company and its strategic direction. TheOur Science and Technology Committee assists theour Board of Directors in monitoring the state of science and technology capabilities within the Company and associated risks and overseeing the development of key technologies and major science and medicine-driven innovation initiatives essential to theour long-term success of Celsion.success.

COMMITTEES OF THEOUR BOARD OF DIRECTORS

TheOur Board of Directors presently maintains separately designated Audit, Compensation, Nominating and Governance, and Science and Technology Committees.

Good Governance Practices

Our Board of Directors has a commitment to strong and sustainable corporate governance. As such, we continuously review our practices to ensure effective collaboration of management and theour Board of Directors. Highlights of theour Board of Directors'Directors’ best practices are:

Audit Committee

TheOur Audit Committee consists of Mr. Frederick J. Fritz, (Chairman), Dr. Augustine Chow and Dr. Alberto R. Martinez. TheDonald Braun. Our Audit Committee operates under a written charter as amended and restated effective May 4, 2007. A copy of thethat charter, as may be amended from time to time, is available on our web site, located athttp://www.celsion.com. Additional copies of the charter are available upon written request to the Company. All members of the Audit Committee meet the independence standards established by the SEC and NASDAQ.us.

TheOur Audit Committee assists theour Board of Directors in fulfilling its responsibility to oversee management'smanagement’s implementation of the Company'sour financial reporting process. In discharging its oversight role, the Audit Committee reviewed and discussed the audited financial statements contained in the Company's 2016our 2020 Annual Report on Form 10-K with the Company'sour management and the Company's independent registered public accounting firm. Management is responsible for the financial statements and the reporting process, including the system of internal controls. The Company'sOur independent registered public accounting firm is responsible for expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the U.S.

TheOur Board has determined that all members of Directorsthe Audit Committee meet the independence standards established by the SEC and Nasdaq. Our Board has determined that Mr. Fritz is qualified to serve as the "audit“audit committee financial expert"expert” as defined by Item 407(d)(5) of Regulation S-K and that Drs. Chow and MartinezBraun meet the financial literacy requirements under applicable NASDAQ rules.

Compensation Committee

TheOur Compensation Committee is responsible for establishing and administering the compensation policies applicable to the Company'sour directors, officers and key personnel, for recommendingdetermining the compensation arrangements to the Board of Directorsour Chairman, President and Chief Executive Officer and for evaluating the performance of senior management. TheOur Compensation Committee operates under a written charter effective as of December 24, 2003. A copy of thethat charter, as may be amended from time to time, is available on our web site, located atwww.celsion.com. Additional copies of the charter are available upon written request to the Company.  Theus. Our Compensation Committee does not delegate the authority to approve compensation policies and actions affecting the Company'sour named executive officers or directors. TheOur Compensation Committee applies discretion in determining compensation for the Company'sour executives. TheOur Compensation Committee has not established any equity or other security ownership requirements or guidelines in respect of its executive officers. TheOur Chairman, President and Chief Executive Officer assists theour Compensation Committee in evaluating the performance of other executive officers and by providing information to directors as and when requested, such as salary surveys and compensation paid by the Company'sour competitors, to the extent such information is publicly available. Members of theour Compensation Committee undertake to verify such information prior to referring to it in determining executive compensation. The compensation of theour Chairman, President and Chief Executive Officer is determined by theour Compensation Committee based on theour Compensation Committee'sCommittee’s evaluation of his performance and with reference to such external or competitive data as they consider necessary. The compensation of the other named executive officers is determined by theour Compensation Committee based on its evaluation of their individual performance and the recommendations of theour Chairman, President and Chief Executive Officer.

Mr. Hooper (Chairman), and Drs.Dr. Chow and Martinez currently comprise theour Compensation Committee. AllOur Board has determined that all members of theour Compensation Committee are independent under the applicable NASDAQNasdaq rules.

Nominating and Governance Committee

TheOur Nominating and Governance Committee is responsible for identifying and recruiting new members of theour Board of Directors when vacancies arise, identifying and recruiting nominees for election as directors, reconsideration of incumbent directors in connection with nominations for elections of directors and ensuring that theour Board of Directors is properly constituted to meet its corporate governance obligations. TheOur Nominating and Governance Committee operates under a written charter effective as of December 24, 2003 and amended on February 27, 2006. A copy of thethat charter, as may be amended from time to time, is available on our web site, located atwww.celsion.com. The current membersmember of theour Nominating and Governance Committee areis Mr. Fritz. Our Board has determined that Mr. Fritz and Dr. Martinez, each of whom is deemed to be independent under applicable NASDAQNasdaq rules.

Science and Technology Committee

The primary purpose of theour Science and Technology Committee is to assist theour Board of Directors in monitoring the state of science and technology capabilities within theour Company and associated risks and overseeing the development of key technologies and major science and medicine-driven innovation initiatives essential to theour long-term success of Celsion. Thesuccess. Our Science and Technology Committee'sCommittee’s responsibilities includes reviewing technologies and technology programs of significance to the Company,us, with special focus on major external initiatives, observing the evolution of science and medicine outside the Company, participating in the development of metrics to assess the state of Celsionour science and technology in subject areas including, but not limited to, patent estate, freedom to operate, productivity, capability and external benchmarks, providing guidance for the Company'sour external science and technology alliances, and providing guidance on the direction of the Company'sour science and technology activities, as appropriate. The current members of theour Science and Technology Committee are Dr. Voss and Dr. Braun, each of whom is deemed to be independent under applicable SEC and NASDAQ rules.Braun.

MEETINGS OF THE BOARD AND ITSBOARD COMMITTEES

During the year ended December 31, 2016,2020, there were a total of four (4) regular meetings of theour Board of Directors. All of our directors attended all of the meetings of theour Board of Directors and the Board committees on which they served that were held during the period for which they were a director or committee member, respectively. During the year ended December 31, 2016, the2020, our Audit Committee met four (4) times, and theour Compensation Committee met one (1) time. Our Science and theTechnology Committee and our Nominating and Governance Committee each met once. The Science and Technology Committee is newly formed in 2016 and met one timedid not meet during 2016.2020.

DIRECTOR NOMINATIONS

The Nominating and Governance Committee

The role of theour Nominating and Governance Committee is to act on behalf of theour Board of Directors to ensure that theour Board of Directors and its standing committees are appropriately constituted to meet their fiduciary and corporate governance obligations. In this role, theour Nominating and Governance Committee is responsible for identifying and recruiting new members of theour Board of Directors when vacancies arise, identifying and recruiting nominees for election as directors and reconsidering incumbent directors in connection with nominations for elections of directors. TheOur Nominating and Governance Committee is also charged with: (i) reviewing and recommending changes in the size and composition of theour Board of Directors and itsBoard committees; (ii) developing and maintaining criteria and processes for selecting candidates for election as directors; (iii) identifying and recruiting candidates to stand for election as directors and determining whether incumbent directors should stand for reelection; (iv) ensuring that the Companywe and theour Board of Directors operate in accordance with current best practices; (v) providing for ongoing director training and education; (vi) reporting to theour Board of Directors on Nominating and Governance Committee activities; (vii) annually reviewing the Nominating and Governance Committee'sCommittee’s performance of its responsibilities and duties; and (viii) annually reviewing the Nominating and Governance Committee Charter, the structure and the processes and membership requirements of the Nominating and Governance Committee and recommending to theour Board of Directors any improvements or amendments that theour Nominating and Governance Committee considers appropriate or necessary.

Director Qualifications

It is a policy of theour Nominating and Governance Committee that candidates for director be determined to have unquestionable integrity and the highest ethical character. Candidates must demonstrate the ability to exercise sound, mature and independent business judgment in the best interests of the stockholders as a whole and may not have any interests that would, in the view of theour Nominating and Governance Committee, impair their ability to exercise independent judgment or otherwise discharge the fiduciary duties owed as a director. Candidates must have experience and demonstrated achievement in one or more fields of business, professional, governmental, communal, scientific or educational endeavors which will complement the talents of the other members of theour Board of Directors and further theour interests, of the Company, bearing in mind the composition of theour Board of Directors and the current state of the Company and the state of the biotechnical/biopharmaceutical industry generally. In particular, theour Nominating and Governance Committee believes it is important for one or more members of theour Board of Directors to have in-depth experience in the biotechnical/biopharmaceutical industry. TheOur Nominating and Governance Committee has determined that one or more of its members, including the incumbents nominated to stand for reelection at the Annual Meeting, have such biotechnical/biopharmaceutical experience.

Candidates are expected to have an appreciation of the major issues facing public companies of a size and operational scope similar to the Company,us, including contemporary governance concerns, regulatory obligations of a public issuer, strategic business planning, competition in a global economy, and basic concepts of corporate finance. Candidates must also have the willingness and capability to devote the time necessary to participate actively in meetings of theour Board of Directors and committeeBoard Committee meetings and related activities, the ability to work professionally and effectively with other members of the Board of Directors and Company management, and the ability and intention to remain on theour Board of Directors long enough to make an effective contribution. Among candidates who meet the foregoing criteria, theour Nominating and Governance Committee also considers the Company'sCompany’s current and anticipated needs, including expertise, diversity and balance of inside, outside and independent directors.

TheOur Nominating and Governance Committee, encouraging diversity, endeavors to comprise theour Board of Directors of members with a broad mix of professional and personal backgrounds. Thus, theour Nominating and Governance Committee accords some weight to the individual professional background and experience of each director. Further, in considering nominations, theour Nominating and Governance Committee takes into accountconsiders how a candidate’s professional background would fit into the mix of experiences represented by the then-current Board of Directors. When evaluating a nominee’s overall qualifications, theour Nominating and Governance Committee does not assign specific weights to particular criteria, and no particular criterion is necessarily required of all prospective nominees. In addition to the aforementioned criteria, when evaluating a director for re-nomination to theour Board of Directors, theour Nominating and Governance Committee will also consider the director’s history of attendance at board and committee meetings, the director’s preparation for and participation in such meetings, and the director’s tenure as a member of theour Board of Directors.

Director Independence

In accordance with the rules of the SEC and NASDAQ, the Company requires that at least a majority of the directors serving at any time on the Board of Directors be independent, that at least three directors satisfy the financial literacy requirements for service on the Audit Committee and that at least one member of the Audit Committee qualify as an "audit“audit committee financial expert"expert” under those rules.

The Board of Directors has determined that Mr. Fritz (chairman of our Audit Committee) is qualified to serve as the "audit“audit committee financial expert"expert” as defined by Item 407(d)(5) of Regulation S-K and that Mr. Fritz and Drs. Chow and MartinezBraun meet the financial literacy requirements under applicable SEC and NASDAQ rules. The Board of Directors has also determined that of the sevensix currently serving directors, sixfive directors (Drs. Augustine Chow, Alberto R. Martinez, Donald P. Braun, Andreas Voss and Messrs. Robert W. Hooper and Frederick J. Fritz) are independent under applicable SEC and NASDAQ rules. In consideringMr. Fritz acts as the independencechairman of the non-employee Directors nominated for election, each of Dr. Augustine Chow and Mr. Frederick J. Fritz has no relationship with the Company other than as a Director and are independent.our Audit Committee.

Nominating and Governance Committee Process

In selecting candidates for theour Board of Directors, the Nominating and Governance Committee begins by determining whether the incumbent directors whose terms expire at the annual meeting of stockholders desire and are qualified to continue their service on theour Board of Directors. Under its charter, theour Nominating and Governance Committee is charged with considering incumbent directors as if they were new candidates. However, theour Nominating and Governance Committee recognizes the significant value of the continuing service of qualified incumbents in promoting stability and continuity, providing the benefit of the familiarity and insight into the Company'sour affairs and enhancing theour Board of Directors'Directors’ ability to work as a collective body. Therefore, it is the policy of theour Nominating and Governance Committee, absent special circumstances, to nominate qualified incumbent directors who theour Nominating and Governance Committee believes will continue to make important contributions to theour Board of Directors and who consent to stand for re-election. If any member of theour Board of Directors does not wish to continue in service or if theour Nominating and Governance Committee or theour Board of Directors decides not to re-nominate a member, there is an existing vacancy on theour Board of Directors, or theour Board of Directors, upon the recommendation of the Nominating and Governance Committee, elects to expand the size of theour Board of Directors, the following process would be followed:

Stockholder Recommendation Process

TheOur Nominating and Governance Committee will consider for nomination any qualified director candidates recommended by our stockholders. Any stockholder who wishes to recommend a director candidate is directed to submit in writing the candidate’s name, biographical information and relevant qualifications to our Corporate Secretary at our principal executive offices. All written submissions received from our stockholders will be reviewed by the Nominating and Governance Committee at the next appropriate meeting. The Nominating and Governance Committee will evaluate any suggested director candidates received from our stockholders in the same manner as recommendations received from management, committee members or members of our board. The Company or the Nominating and Governance Committee may require a stockholder who proposes a nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility or suitability of the proposed nominee to serve as director of the Company. See the section titled “Stockholder Nominations and Proposals for the 20182021 Annual Meeting of Stockholders” later in this Proxy Statement.

Revisions to Nomination Process

TheOur Nominating and Governance Committee and stockholder recommendation processes have been developed to provide a flexible framework to permit the director nomination process to move forward effectively. TheOur Nominating and Governance Committee intends to review these processes from time to time in light of the Company'sour evolving needs and changing circumstances, as well as changes in legal requirements and stock exchange listing standards. The Nominating and Governance Committee may revise these processes or adopt new ones based on such periodic reviews.

STOCKHOLDER COMMUNICATIONS

TheOur Board of Directors has adopted a process through which interested stockholders may communicate with theour Board of Directors. Stockholders who wish to send communications to theour Board of Directors, or any particular director, should address such communications to the Corporate Secretary, at the Company'sour headquarters at 997 Lenox Drive, Suite 100, Lawrenceville, New Jersey, 08648. The envelope containing any such communication should be prominently marked "To“To the Attention of the Board of Directors"Directors” or to a particular committee or director, and the communication should include a representation from the stockholder indicating the stockholder'sstockholder’s address and the number of shares of the Company'sour common stock beneficially owned by the stockholder. Our Corporate Secretary is primarily responsible for monitoring communications from stockholders. Depending upon the content of a particular communication, as he deems appropriate, our Corporate Secretary will: (i) forward the communication to the director, directors or committee to whom it is addressed; (ii) attempt to handle the inquiry directly, for example where the stockholder communication consists of a request for information about the Company or is a stock-related matter; or (iii) not forward communications such as solicitations, junk mail and obviously frivolous or inappropriate communications. At each meeting of theour Board of Directors, the Corporate Secretary will present a summary of all communications, whether or not forwarded, received since the last meeting and will make those communications available to the directors on request.

BOARD ATTENDANCE

TheOur Board of Directors strongly encourages, but does not require, all directors, to the extent reasonable and practicable, to attend the Company's annual meetingsCompany’s Annual Meetings of stockholdersStockholders in person.person (and in this year’s case, via the live webcast). All of the current members of theour Board of Directors were present at the Company’s 20162020 Annual Meeting of Stockholders.

Stockholders held on June 15, 2020.

DIRECTOR COMPENSATION

20162020 DIRECTOR COMPENSATION TABLE

The following table sets forth the cash and noncash compensation paid to the Company’s directors who are not employed by the Company or any of its subsidiaries (“Non-Employee Directors”) for the year ended December 31, 2016.2020. Other than as set forth in the table, we did not pay any compensation, make any equity awards or non-equity awards to, or pay any other compensation to any of the non-employee members of our Board in 2020. The compensation paid to any director who was also one of our employees during fiscal year 20162020 is presented in the “Summary“2020 Summary Compensation Table” and the information that follows that table. Such employee directors do not receive separate compensation for service on the Board of Directors or any of its committees.

The following table sets forth stock options andoption grants awarded to the Company’s Non-Employee Directors for the year ended December 31, 2016.2020. The stock option grants to any director who was also one of our employees during fiscal year 20162020 is presented in the “2016“2020 Grants of Plan-Based Awards Table” and the information that follows that table. Employee directors do not receive separate optionequity awards for service on the Board of Directors or any of itsthe Board committees.

NARRATIVE DISCLOSURE TO DIRECTOR COMPENSATION TABLE

During the year ended December 31, 2016,2020, each Non-Employee Director of the Company received annual cash compensation in the amount of $27,500$28,500 payable in quarterly installments, and an additional $1,100 or $1,700$1,850 for attendance, telephonically or in person respectively,or telephonically, at regular meetings of the Board of Directors and each meeting of a committee of the Board of Directors that was not held in conjunction with a meeting of the Board of Directors. Each Non-Employee director is reimbursed for the out-of-pocket costs of attending meetings of the Board of Directors and of committees of the Board of Directors. TheIn 2020, the Chairman of the Audit Committee received an additional annual cash fee of $10,500, the Chairman of the Nominating$12,000 and Corporate Governance Committee received an additional annual cash fee of $6,000, the Chairman of the Compensation Committee received an additional annual cash fee of $8,000 and the Chairman$9,000.

Acting on behalf of the Science and Technology Committee received an additional annual cash feeBoard of $6,500 in 2016.Directors, Mr. Fritz also received fees totaling $48,000 in 2020 for his role as a Board Liaison to our Board of Directors. Mr. Fritz’s responsibilities as Board Liaison include the following: (i) serve as an initial sounding board for our management regarding issues, matters, or communications to be brought or potentially to be brought before the Board of Directors; (ii) provide input and feedback to management regarding strategic matters, business matters, major scientific, clinical, collaboration, or corporate development matters, key personnel matters, or other items of significance regarding which management would like to obtain initial or further Board guidance, including, but not limited to, guidance regarding timing and content of communications regarding such matters or items with the full Board or any of its committees; (iii) remain accessible to management to provide guidance on business or strategy issues or other issues of significance on an as-needed basis; (iv) participate in meetings and relevant discussions as requested by management; (v) conduct general advisory or liaison services to the Board, including relaying to management requests from other members of the Board regarding desired additional information or clarification or suggestions or feedback regarding improvement in Board processes or communications; (vi) serve as a conduit for informal communications between management and the Board; and (vii) any other such services established by the Board from time to time.

Acting on behalf of our Board of Directors, Dr. Voss also received fees totaling $48,000 in 2020 for his role as a strategic advisor to our Chief Executive Officer. Dr. Voss’ responsibilities as a strategic advisor include the following: (i) provide strategic and tactical advisory servicesadvice to our Chief Executive Officer; (ii) evaluate international subsidiary options; (iii) develop strategies to secure business relationships other than in the Company.U.S.; and (iv) having done both (ii) and (iii), develop high potential ex-US market strategies that address the objectives for broad and profitable sales of its commercial products.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Mr. Hooper, and Drs.Dr. Chow and Dr. Martinez (until his retirement from the Board of Directors on December 31, 2020) each served on the Compensation Committee of theour Board of Directors for 2016.2020. No director who served on our Compensation Committee at any time during 20162020 is or was a current or former executive officer or employee of the Company, or had any relationships requiring disclosure by the Company under the SEC’s rules requiring disclosure of certain relationships and related party transactions. None of the members of the Compensation Committee during fiscal year 20162020 was, or has ever been, an officer or employee of the Company, and, during fiscal year 2016,2020, no executive officer of the Company served on the board and/or compensation committee of any company that employed as an executive officer any member of the Company'sCompany’s Board and/or Compensation Committee.

STOCK OWNERSHIP GUIDELINES FOR NON-EMPLOYEE AND EXECUTIVE DIRECTORS

TheOur Board of Directors believes that, as a matter of sound corporate governance, non-employee and executive directors should have a significant personal financial stake in our performance. Consequently, in February 2011, theour Board of Directors adopted stock ownership guidelines for non-employee and executive directors. Our corporate governance guidelines require that each non-employee director acquire and hold shares of our common stock having an aggregate value equal to two times the director’s total compensation in the first year of service and that our executive director acquire and hold shares of our common stock having an aggregate value equal to the executive director’s total compensation in the first year of service. Each director is expected to satisfy the applicable ownership guideline within three years after his or her appointment to the board, whichever is later.Board.

Shares of our common stock that count toward satisfaction of these ownership guidelines include, unless beneficial ownership therein is disclaimed: (i) shares owned outright by the director or executive officer or their immediate family members residing in the same household, whether held individually or jointly; (ii) shares held in a trust, family limited partnership or similar entity solely for the benefit of the director or executive officer and/or their immediate family members; (iii) shares of restricted stock and restricted stock units awarded under our equity incentive plans, including vested and unvested awards; and (iv) shares acquired upon stock option exercise, but not shares underlying unexercised stock options.

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

Our management is primarily responsible for our internal control and financial reporting process. Our independent registered public accounting firm, WithumSmith+Brown, PC, is responsible for performing an independent audit of our consolidated financial statements and issuing opinions on the conformity of those audited financial statements with United States generally accepted accounting principles and the effectiveness of our internal control over financial reporting. Our Audit Committee monitors our financial reporting process and reports to the Board on its findings.

In this context, the Audit Committee hereby reports as follows:

1. The Audit Committee assists the Board of Directors in fulfilling its responsibility to oversee management's implementation of the Company's financial reporting process. In discharging its oversight role, the Audit Committeehas reviewed and discussed the audited financial statements contained in the Company's 2016 Annual Report on Form 10-K with the Company's management and the Company's independent registered public accounting firm. Management is responsible for the financial statements and the reporting process, including the system of internal controls.our management.

2. The Company'sAudit Committee has discussed with our independent registered public accounting firm is responsible for expressing an opinion on the conformity of those financial statements with accounting principles generally accepted inmatters required to be discussed under the United States.rules adopted by the Public Company Accounting Oversight Board (“PCAOB”) and the SEC.

3. The Audit Committee met privately with the Company's independent registered public accounting firm and discussed issues deemed significant byhas received from the independent registered public accounting firm including thosethe written disclosures and the letter required to be discussed by Auditing Standard No. 16, “Communications with Audit Committees” issued by the Public Company Accounting Oversight Board. In addition,applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence and has discussed with the independent registered public accounting firm its independence from the Company and its management, including the matters in the written disclosures and the letter received from the independent registered public accounting firm as required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant's communications with the audit committee concerning independence, and considered whether the provision of non-audit services by the independent registered public accounting firm was compatible with maintaining the independent registered public accounting firm's independence. The Audit Committee also met with the independent registered public accounting firm, with and without management present, to discuss the results of the independent registered public accounting firm's examination, their evaluation of the Company's internal controls, and the overall quality of the Company's financial reporting.

In reliance4. Based on the reviewsreview and discussions outlinedreferred to in paragraphs (1) through (3) above, theour Audit Committee recommended to the Board, of Directorsand the Board has approved, that the audited financial statements be included in the Company's 2016Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, for filing with the Securities and Exchange Commission.SEC.

Members of the Audit Committee

Mr. Frederick J. Fritz (Chairman)

Dr. Augustine Chow

Dr. Alberto R. Martinez Donald P. Braun

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

This section describes the material elements of compensation awarded to, earned by or paid to Michael H. Tardugno, our Chairman, President and Chiefthe following Executive Officer, Jeffrey W. Church, our Senior Vice President and Chief Financial Officer, Nicholas Borys, M.D., our Senior Vice President and Chief Medical Officer and Khursheed Anwer, Ph.D., our Executive Vice President and Chief Science Officer. Officers of the Company:

These individuals are listed in the 20162020 Summary Compensation Table below and are referred to in this discussion as the “Named Executive Officers.”

Introduction

Celsion isWe are a fully-integrated oncology drug developmentfully integrated, clinical stage biotechnology company focused on developingadvancing a portfolio of innovative cancer treatments including DNA-based immunotherapies, next generation vaccines and directed chemotherapies immunotherapiesthrough clinical trials and RNA- or DNA-based therapies.eventual commercialization. The Company's lead program is ThermoDox®, a proprietary heat-activated liposomal encapsulation of doxorubicin, currently in Phase III development for the treatment of primary liver cancer and in Phase II development for the treatment of recurrent chest wall breast cancer. The Company'sCompany’s product pipeline also includes GEN-1, a DNA-based immunotherapy for the localized treatment of ovarian cancer and brain cancers.ThermoDox®, a proprietary heat-activated liposomal encapsulation of doxorubicin, currently under investigator-sponsored development for several cancer indications. Celsion has two feasibility stage platform technologies for the development of novel nucleic acid-based immunotherapies and next generation vaccines and other anti-cancer DNA or RNA therapies, including TheraPlas and TheraSilence.therapies. Both are novel synthetic, non-viral vectors with demonstrated capability in nucleic acid cellular transfection.

As a result of the Company’sour drug development status, it is unlikely, in the short to medium term, to generate revenues and income sufficient to cover product development costs. As a result, the Company’sour executive compensation philosophy is to align the interests of management and stockholders by emphasizing rewards for Company performance, while remaining competitive with compensation paid by other clinical stage biotechnology companies.

The compensation practices that we have outlined below have been implemented because we believe that they are consistent with our stockholders’ interests:

What we do:

Following is a list of compensation practices that we have not engaged in because we do not believe that they are consistent with our stockholders'stockholders’ interests:

What we don't do:

Stockholder Say-on-Pay Votes

The Company provides itsWe provide our stockholders with the opportunity to cast an advisory vote every three yearsannually to approve itsour executive compensation program (referred to as a “say-on-pay proposal”). At the Annual Meeting of Stockholders held inon June 2016,15, 2020, approximately 98%86.1% of the votes actually cast on the say-on-pay proposal at that meeting were voted in favor of the Company'sour executive compensation program. The Compensation Committee believes these results affirmed stockholders’ support of the Company’sour approach to itsthe executive compensation program. In general, the Compensation Committee did not change its approach in 20162020 and believes the program in place, as in prior years, includes a number of features that further the goals of the Company’s executive compensation program. The Compensation Committee will continue to consider the outcome of the Company’s say-on-pay proposals when making future compensation decisions for the Named Executive Officers.

In March 2016, the Company and Mr. Tardugno entered into an amended and restated employment agreement, which generally contained the same terms as set forth in Mr. Tardugno’s prior employment agreement, but removed the modified single-trigger provision included in that agreement. Under that provision, Mr. Tardugno was eligible to receive severance following a change in control if Mr. Tardugno elected to terminate his employment for any reason or no reason commencing with the sixth and ending with the twelfth month following the change in control. In accordance with commonly viewed best practices, the parties agreed to remove this provision so that it is longer operative, effective March 30, 2016.

The Compensation Committee has adopted the following executive compensation approaches, which the Company believes help to achieve the objectives for the executive compensation program and are generally favored by stockholders: