Document

Poziotinib is a pan-HER inhibitor being developed to treat patients with non-small cell lung cancer (NSCLC) who harbor a specific mutation (HER2 exon 20 insertion mutation). Today, the prognosis of these patients is poor as there currently is no FDA approved treatment for this specific patient population. Earlier this year, we announced that the FDA had accepted our NDA for poziotinib and assigned a PDUFA date of November 24, 2022. We are seeking an initial indication for the treatment of patients with previously treated locally advanced or metastatic NSCLC harboring HER2 exon 20 insertion mutations. This product has received a fast-track designation and an accelerated approval pathway. Gaining FDA approval for this indication is a top priority for the company. As we evaluate the broader opportunity for poziotinib beyond the first indication, we will focus our resources in areas of significant unmet medical need. This strategy is shaped by our encouraging clinical data, the competitive landscape, the relative development risk and cost of the investment required.

This Proxy Statement contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements containing forward-looking words, such as, “believes,” “may,” “could,” “will,” “expects,” “intends,” “estimates,” “anticipates,” “plans,” “seeks,” “continues,” or the negative thereof or variation thereon or similar terminology (although not all forward-looking statements contain these words). Such forward-looking statements are based on the reasonable beliefs of our management as well as assumptions made by and information currently available to our management. Readers should not put undue reliance on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from the results, performance or achievements expressed or implied thereby. For a detailed discussion of these risks and uncertainties see the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed on March 18, 2022 with the SEC. Except as required by law, we do not undertake to update any such forward-looking statements.

Instead of mailing printed copies to each of our stockholders, we have elected to provide access to our proxy materials over the Internet under the SEC’s “notice and access” rules. These rules allow us to make our stockholders aware of the Annual Meeting and the availability of our proxy materials by sending a Notice of Internet Availability of Proxy Materials (a “Notice”), which provides instructions for how to access the full set of proxy materials through the Internet or make a request to have printed proxy materials

delivered by mail. Accordingly, on or about May 2, 2022, we will mail a Notice to each of our stockholders who held shares as of April 25, 2022, which is the Record Date for the Annual Meeting. The Notice contains instructions on how to access our proxy materials, including our Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “Annual Report”). The Notice also provides instructions on how to vote your shares.


Proposal	Board Recommendation	Page Reference
Proposal 1: Election of Directors	® the election of each of the six director nominees named in this Proxy Statement to serve until our Annual Meeting of Stockholders to be held in 2023, or until their successors are duly elected and qualified (Proposal 1) FOR each of the nominees	14
Proposal 2: Advisory Vote to Approve the Compensation of our Named Executive Officers	® the approval, on a non-binding advisory basis, of the compensation of our named executive officers, as disclosed in the Compensation Discussion and Analysis section of this Proxy Statement (Proposal 2) FOR	22
Proposal 3: Approval of the Amendment and Restatement of the Spectrum Pharmaceuticals, Inc. 2018 Long-Term Incentive Plan	® the approval of the amendment and restatement of the Spectrum Pharmaceuticals, Inc. 2018 Long-Term Incentive Plan (Proposal 3) FOR	24
Proposal 4: Ratification of the Appointment of RSM US LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2022	® the ratification of the appointment of RSM US LLP as our independent registered public accounting firm for fiscal year ending December 31, 2022 (Proposal 4) FOR	39

If, on the Record Date, your shares were held in an account at a broker, bank, or other financial institution (we refer to each of those organizations collectively as a “broker”), then you are the “beneficial owner” of shares held in “street name” and these proxy materials are being made available to you by that broker. The broker holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. You have the right to direct your broker on how to vote the shares in your account. As a beneficial owner, you are also invited to attend the Annual Meeting, but since you are not a stockholder of record, you may not vote your shares in person at the Annual Meeting unless you request and obtain a valid

“legal proxy” from your broker, which is a written document that will give you the legal right to vote the shares at the Annual Meeting. You must also satisfy the Annual Meeting admission criteria set out below. Under the rules that govern brokers, your broker is not permitted to vote on your behalf on any matter to be considered at the Annual Meeting (other than the ratification of the appointment of RSM US LLP as our independent registered public accounting firm for 2022) unless you provide specific instructions to the broker as to how to vote. As a result, we encourage you to communicate your voting decisions to your broker before the date of the Annual Meeting to ensure that your vote will be counted.

The presence at the Annual Meeting of the holders of a majority of the outstanding shares of common stock, as of the Record Date, in person or by proxy and entitled to vote, will constitute a quorum, permitting us to conduct our business at the Annual Meeting. “Abstentions” and “broker non-votes” will each be counted as present at the Annual Meeting for purposes of determining the existence of a quorum at the Annual Meeting. “Broker non-votes” will result for shares that are not voted by the broker who is the record holder of the shares because the broker is not instructed to vote on such matter by the beneficial owner of the shares and the broker does not have discretionary authority to

vote on such matter. For further discussion on broker non-votes, please refer to “What are the voting requirements to approve the proposals?” below. If a quorum is not present, the Annual Meeting will be adjourned until a quorum is obtained.

Stockholders of record can vote by proxy or by attending the Annual Meeting and voting in person. The persons named as proxies on the proxy card were designated by the Board and are members of our management. If you vote by proxy, you can vote over the Internet, by telephone, or by mail as described below. If you are the “beneficial owner” of shares held in “street name,” please refer to the information forwarded by your broker to see which voting options are available to you and to see what steps you must follow if you choose to attend the Annual Meeting to vote your shares.

® Vote by Internet: You can vote by proxy over the Internet by following the instructions provided in the Notice or the voting instruction card provided to you by your broker, if applicable. Internet voting is available 24 hours a day and will be accessible until 11:59 p.m. Eastern Time on June 20, 2022. Our Internet voting procedures are designed to authenticate stockholders by using individual control numbers, which are located on the Notice.

® Vote by Telephone: You can vote by telephone pursuant to the instructions provided on the proxy card or by following the voting instruction card provided to you by your broker, if applicable. Telephone voting is available 24 hours a day and will be accessible until 11:59 p.m. Eastern Time on June 20, 2022.

® Vote by Mail: If you requested to receive printed proxy materials, you can vote by mail pursuant to the instructions provided on the proxy card or by following the voting instruction card provided to you by your broker, if applicable. In order to be effective, completed proxy cards must be received by 11:59 p.m. Eastern Time on June 20, 2022. If you choose to vote by mail, simply mark your proxy card, date and sign it, and return it in the postage-prepaid envelope. If you do not have the postage-

prepaid envelope, please mail your completed proxy card to the following address: Spectrum Pharmaceuticals, Inc., Proxy Services, c/o Computershare Investor Services, Post Office Box 505008, Louisville, KY 40233-9814.

® Vote in Person at the Annual Meeting:* If you satisfy the admission requirements to the Annual Meeting, as described in this Proxy Statement, you may vote your shares in person at the Annual Meeting. Even if you plan to attend the Annual Meeting, we encourage you to vote in advance by Internet, telephone or mail so that your vote will be counted in the event you later decide not to attend the Annual Meeting. The method you use to vote will not limit your right to vote at the Annual Meeting if you decide to attend in person. If you are the “beneficial owner” of shares held in “street name,” you must obtain a legal proxy, executed in your favor by your broker, to be able to vote at the Annual Meeting. If you sign and return your proxy card but do not give voting instructions, the shares represented by that proxy will be voted as recommended by the Board.

* Please also see the notice under question 2: “When and where will the Annual Meeting be held?”

YOUR VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE URGED TO VOTE AS SOON AS POSSIBLE BY INTERNET, TELEPHONE OR MAIL SO THAT YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES. SUBMITTING A PROXY DOES NOT AFFECT YOUR RIGHT TO REVOKE IT LATER OR VOTE YOUR SHARES IN PERSON IN THE EVENT YOU SHOULD ATTEND THE ANNUAL MEETING.

You are entitled to attend the Annual Meeting only if you were a stockholder of record as of the Record Date, or if you are a “beneficial owner” of shares held in “street name” who holds a valid legal proxy, executed in your favor by your broker, for the Annual Meeting. Registration will begin at 9:00 a.m. Eastern Time on the date of the Annual Meeting and seating will begin immediately after. Since seating is limited, admission to the Annual Meeting will be on a first-come, first-served basis. If you attend, please note

that you should be prepared to present government-issued photo identification for admittance, such as a passport or driver’s license. If you are the “beneficial owner” of your shares, you will also need proof of ownership as of the Record Date, such as your most recent account statement prior to the Record Date, a copy of the voting instruction card provided by your broker, or similar evidence of ownership. If you do not have proof of ownership of our stock and a valid picture identification, you may be denied admission to the

Yes. You may change your vote at any time before your proxy is voted at the Annual Meeting. If you are a stockholder of record, you may change your vote by (i) providing written notice of revocation to our Corporate Secretary at our corporate headquarters located at 11500 South Eastern Avenue, Suite 220, Henderson, Nevada 89052, (ii) by executing a subsequent proxy using any of the voting methods discussed above, or (iii) by attending the Annual Meeting and voting in person. However, simply

attending the Annual Meeting will not, by itself, revoke your proxy. If you are a “beneficial owner” of shares held in “street name” and have previously instructed your broker to vote your shares, you must follow directions received from your broker to change those instructions. Subject to any such revocation, all shares represented by properly executed proxies will be voted in accordance with the specifications therein.

Assuming that a quorum is present at the Annual Meeting, the voting requirements to approve each of the proposals to be voted upon at the Annual Meeting are as follows:

® Election of Directors (Proposal 1) — Directors will be elected by the affirmative vote of the majority of votes cast with respect to each director’s election at the Annual Meeting, in person or by proxy. This means that only the director nominees that receive more “FOR” votes than “AGAINST” votes will be elected. If a nominee who currently serves as one of our directors is not re-elected at the Annual Meeting, under current Delaware law, such director would continue to serve on the Board as a holdover director. The Board has adopted a formal policy under which each of our directors is expected to submit an advance, contingent, irrevocable resignation that the Board may accept if our stockholders do not re-elect such director. In that situation, our Nominating and Corporate Governance Committee (“Nominating Committee”) would submit promptly a recommendation to the Board as to whether or not to accept the resignation. A properly executed proxy marked “ABSTAIN” with respect to the election of one or more directors will not be voted with respect to the director or directors indicated and, as such, will not have an effect in determining the election results. Similarly, abstentions will have no effect on the outcome of this Proposal. The election of directors is a “non-discretionary” matter under applicable stock exchange rules, meaning that if you are the beneficial owner of your shares and do not instruct your broker how to vote with

respect to the election of directors, your broker is not permitted to vote on this Proposal and your votes will be counted as broker non-votes. Broker non-votes will have no effect in determining which directors are elected at the Annual Meeting.

® Advisory Vote on the Compensation of Our Named Executive Officers (Proposal 2) — Approval of the non-binding advisory resolution regarding the compensation of our named executive officers, as disclosed in the Compensation Discussion and Analysis section of this Proxy Statement, will require the affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the matter. Abstentions will be counted toward the tabulation of votes present or represented on this Proposal and will have the same effect as votes against this Proposal. The advisory vote on compensation is a “non-discretionary” matter under applicable stock exchange rules, meaning that if you are the beneficial owner of your shares and do not instruct your broker how to vote with respect to the advisory vote on compensation, your broker is not permitted to vote on this Proposal and your votes will be counted as broker non-votes. Broker non-votes will have no effect on the outcome of this Proposal.

® Amendment and Restatement of the 2018 Long-Term Incentive Plan (Proposal 3) — Approval of the amendment and restatement of the Spectrum Pharmaceuticals, Inc. 2018 Long-Term Incentive Plan will require the affirmative vote of a majority of

the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the matter. Abstentions will be counted toward the tabulation of votes present or represented on this Proposal and will have the same effect as votes against this Proposal. The vote on the amendment and restatement of the 2018 Long-Term Incentive Plan is a “non-discretionary” matter under applicable stock exchange rules, meaning that if you are the beneficial owner of your shares and do not instruct your broker how to vote with respect to the amendment and restatement of the 2018 Long-Term Incentive Plan, your broker is not permitted to vote on this Proposal and your votes will be counted as broker non-votes. Broker non-votes will have no effect on the outcome of the Proposal.

® Ratification of Selection of Independent Registered Public Accounting Firm (Proposal 4) — Ratification of the selection of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022 will require the affirmative vote of a majority of the shares present in person or

represented by proxy at the Annual Meeting and entitled to vote on the matter. Abstentions will be counted toward the tabulation of votes present or represented on this Proposal and will have the same effect as votes against this Proposal. The ratification of RSM US LLP is a “discretionary” matter under applicable stock exchange rules, meaning that if you are the beneficial owner of your shares and do not instruct your broker how to vote with respect to the ratification of RSM US LLP, your broker may use its discretion to vote your uninstructed shares on this Proposal. A failure by your broker to vote your uninstructed shares on this Proposal will result in an abstention, which will have the same effect as a vote against this Proposal.

Under Rule 14a-8 of the Securities Exchange Act of 1934 (the “Exchange Act”), any stockholder desiring to include a proposal in our Proxy Statement with respect to our 2023 Annual Meeting of Stockholders should arrange for such proposal to be delivered to us at our corporate headquarters no later than January 2, 2023, in order to be considered for inclusion in our proxy statement relating to such annual meeting. Matters pertaining to such proposals, and the eligibility of persons entitled to have such proposals included, are regulated by the Exchange Act and the rules of the SEC.

In addition, pursuant to our bylaws, any stockholder desiring to submit a proposal for action or nominate one or more persons for election as directors at our 2023 Annual Meeting of Stockholders pursuant to the advance notice provisions of our bylaws must submit a notice of the proposal or nomination to us between February 21, 2023 and March 23, 2023, or else it will be considered untimely and ineligible to be properly brought before the Annual Meeting. In each case, the notice of the proposal or nomination must include certain information specified in our bylaws, including information concerning the nominee or proposal, as the case may be, and information about the stockholder’s ownership of and agreements relating to our capital stock. However, if our 2023 Annual Meeting of Stockholders is not held between May 22, 2023 and August 30, 2023, under our bylaws, this notice must be provided not earlier than the 120th day prior to the 2023 Annual Meeting of Stockholders and not later than the close of business on the later of (a) the 90th day prior to the 2023 Annual Meeting of Stockholders or (b) the 10th day following the date on which notice of the date of the 2023 Annual Meeting of Stockholders is first mailed to stockholders or otherwise publicly disclosed, whichever first occurs.

Further, in March 2018, we amended our bylaws to permit a holder (or a group of no more than 20 holders) of at least 3% of our outstanding common stock held continuously for at least three years to nominate and include in our proxy materials director nominees not to exceed 20% of the total number of directors to be elected at an annual meeting, or if such amount is not a whole number, the closest whole number below 20%, but not less than two, provided that the nominating holder(s) and the nominee(s) satisfy the requirements set forth in our bylaws, including providing us with advance notice of the nomination. Any stockholder seeking to nominate one or more persons for election as directors at our 2023 Annual Meeting of

Stockholders pursuant to the proxy access provisions of our bylaws must submit a notice of the nomination to us no earlier than 150 days and no later than 120 days before the anniversary of the date that we filed our proxy statement for the Annual Meeting. For our 2023 Annual Meeting of Stockholders, any such notice must be received by us at our principal executive offices not later than December 28, 2022 to be considered timely for purposes of the 2023 Annual Meeting of Stockholders. However, if the date of the 2023 Annual Meeting of Stockholders is called for more than 30 days earlier or later than the anniversary date of the Annual Meeting, then not later than the close of business on the earlier of (i) the 10th day after public announcement of the meeting date, or (ii) the 60th day prior to the date we file our proxy statement in connection with the 2023 Annual Meeting of Stockholders.

In addition to satisfying the foregoing requirements under our bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 24, 2023.

All such notices should be directed to our Corporate Secretary, Keith McGahan, at our corporate headquarters located at Spectrum Pharmaceuticals, Inc., 11500 South Eastern Avenue, Suite 220, Henderson, Nevada 89052.

In connection with our solicitation of proxies for our 2023 Annual Meeting of Stockholders, we intend to file a proxy statement and WHITE proxy card with the SEC. Stockholders may obtain our proxy statement (and any amendments and supplements thereto) and other documents as and when filed with the SEC without charge from the SEC’s website at: www.sec.gov.

The SEC rules permit brokers to participate in a practice known as “householding,” which means that only one copy of the Notice and, if applicable, this Proxy Statement and the Annual Report, will be sent to multiple stockholders who share the same address unless we have received contrary instructions from one or more of the stockholders. Householding is designed to reduce printing and postage costs, and results in cost savings for us. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. If you receive a householding mailing this year and would like to have additional copies of our Notice and, if applicable, this Proxy Statement and/or the Annual Report mailed to you, or if you would like to opt out of this practice for future mailings, please contact your broker or submit

your request to our Corporate Secretary, Keith McGahan, c/o Spectrum Pharmaceuticals, Inc., 11500 South Eastern Avenue, Suite 220, Henderson, Nevada 89052 or contact us by telephone at (702) 835-6300. Upon receipt of any such request, we agree to promptly deliver a copy of the Notice and, if applicable, this Proxy Statement and/or the Annual Report to you. In addition, if you are currently a stockholder sharing an address with another stockholder and wish to receive only one copy of future proxy materials for your household, please contact us using the contact information set forth above. This Proxy Statement and the Annual Report are also available at https://investor.sppirx.com/shareholder-services/annual-meeting.

Based on information publicly filed and provided to us by certain holders, the following table shows the amount of our common stock beneficially owned as of April 8, 2022 (unless otherwise indicated) by holders of more than 5% of the outstanding shares of common stock. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting and/or investment power with respect to our common stock, unless footnoted to the contrary. Under these rules, shares of common stock subject to any option, warrant or right that is exercisable or convertible within 60 days of April 8, 2022 are deemed beneficially owned and outstanding for computing the percentage ownership of the individual or entity holding such securities, but are not considered outstanding for computing the percentage ownership of any other person. For purposes of the following table, the percentage ownership is based upon 179,157,485 shares of our common stock, including restricted shares of our common stock, outstanding as of April 8, 2022.

The following table sets forth certain information regarding the beneficial ownership of our common stock as of April 8, 2022 by: (i) each of our directors and director nominees; (ii) each of our named executive officers; and (iii) all of our directors, director nominees and executive officers as a group. Unless otherwise noted, we believe that each person listed below has sole voting power and sole investment power with respect to shares shown as owned by him or her. Information as to beneficial ownership is based upon statements furnished to us or filed with the SEC by such persons. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting and/or investment power with respect to our common stock, unless footnoted to the contrary. Unless otherwise indicated, the business address of each stockholder listed below is c/o Spectrum Pharmaceuticals, Inc., 11500 South Eastern Avenue, Suite 220, Henderson, Nevada 89052. For purposes of the following table, the percentage ownership is based upon 179,157,485 shares of our common stock, including restricted shares of our common stock, outstanding as of April 8, 2022.


Name of Beneficial Owner	Options/SARs(1)	Shares	Total Beneficially Owned(2)	Percent of Shares Outstanding
Joseph W. Turgeon	3,684,770	396,525	4,081,295	2.23%
Thomas J. Riga	1,360,509	582,939(3)	1,943,448(3)	1.08%
Kurt A. Gustafson	1,438,157	329,099	1,767,256	*
Francois J. Lebel, M.D.	768,406	262,311(4)	1,030,717(4)	*
Keith M. McGahan	782,906	251,190(5)	1,034,096(5)	*
William L. Ashton	109,268	46,943(6)	156,211(6)	*
Nora E. Brennan	32,601	29,277(6)	61,878(6)	*
Seth H.Z. Fischer	66,351	34,777(6)	101,128(6)	*
Juhyun Lim	0	4,759(7)	4,759(7)	*
Jeffrey L. Vacirca, M.D.	97,108	170,244(6)	267,352(6)	*
Dolatrai M. Vyas	212,601	86,346(6)	298,947(6)	*
Bernice R. Welles, M.D.	102,601	64,277(6)	166,878(6)	*
All executive officers and directors/director nominees as a group (10 persons)	3,532,351	1,533,063(8)	5,065,414(8)	2.70%


	Francois J. Lebel, M.D.
	Executive Vice President and Chief Medical Officer	Francois Lebel has served as our Executive Vice President and Chief Medical Officer since November 2018. Prior to joining Spectrum, he provided strategic leadership on eight NDA/BLAs in various therapeutic areas and on several mergers and acquisitions. Dr. Lebel has broad and deep experience in oncology drug development, medical affairs, regulatory and pharmacovigilance acquired through various roles of increasing responsibilities at Chiron Corporation (which was acquired by Novartis AG), Warner-Lambert (which was acquired by Pfizer Inc.) and Burroughs Wellcome (which was acquired by GlaxoSmithKline plc). From March 2013 to October 2018, Dr. Lebel served as Executive Vice President, Research and Development, and Chief Medical Officer at ZIOPHARM Oncology, Inc. (“ZIOPHARM”), a publicly traded clinical-stage biopharmaceutical company. Prior to ZIOPHARM, he held various leadership roles including Vice President of Research and Development at Baxter International and Global Head of Medical and Scientific Affairs at MedImmune. Dr. Lebel brings nearly 30 years of clinical leadership experience within the biopharmaceutical industry. He has designed and managed global medical organizations to deliver results, enhance productivity and practice sound risk management.
Age: 70 Education: B.Sc. in Molecular Biology, University of Ottawa, Canada; M.D. University of Ottawa, Canada.
Other Qualifications: He completed his residency in Internal Medicine (Infectious Disease) and Medical Microbiology at McGill University and his research fellowship in infectious disease at Harvard Medical School.



	Keith M. McGahan
	Executive Vice President, Chief Legal Officer and Corporate Secretary	Keith McGahan has served as our Chief Legal Officer since June 2018, as Corporate Secretary since February 2018 and as Executive Vice President since June 2019. From August 2016 to June 2018, he served as our Vice President, Chief Compliance Officer and Associate General Counsel. He brings to Spectrum more than 20 years of diverse experience in the healthcare, medical device and pharmaceutical industries. From 2015 through August 2016, Mr. McGahan served as Executive Director and Associate General Counsel at Avanir Pharmaceuticals, Inc. (“Avanir”). During his tenure at Avanir, Mr. McGahan served as legal advisor on all compliance and commercial related matters. From 2012 through 2015, Mr. McGahan served as Director, Healthcare Compliance at Johnson & Johnson, where he was responsible for executing the global compliance program. Prior to that, from 2003 through 2011, Mr. McGahan served as the Assistant Staff Judge Advocate to the Navy Surgeon General, Staff Judge Advocate to the Navy Medical Research Command as well as Staff Judge Advocate and Chief Compliance Officer at Naval Hospital Camp Pendleton.
Age: 47 Education: B.A. in Zoology, Connecticut College; M.B.A., Pepperdine University; J.D., Seattle University School of Law; L.L.M. in Taxation, University of San Diego School of Law.
Other Qualifications: Mr. McGahan is a Certified Compliance and Ethics Professional (CCEP) and holds a professional certificate in health care compliance & privacy from Seton Hall University, a Six Sigma Black Belt certification from Villanova University and is certified by UCLA’s Anderson School of Business as an accredited public company director.

The affirmative vote of a majority of the votes cast with respect to each director’s election at the Annual Meeting is required for the election of each director. This means that only the director nominees that receive more “FOR” votes than “AGAINST” votes will be elected. If a nominee who currently serves as one of our directors is not re-elected at the Annual Meeting, under current Delaware law, such director would continue to serve on the Board as a holdover director. The Board has adopted a formal policy under which each of our directors is expected to submit an advance, contingent, irrevocable resignation that the Board may accept if our stockholders do not re-elect such director. In that situation, our Nominating Committee would submit promptly a recommendation to the Board as to whether or not to accept the resignation. A properly executed proxy marked “ABSTAIN” with respect to the election of one or more directors will not be voted with respect to the director or directors indicated and, as such, will not have an effect in determining the election results. Abstentions and broker non-votes will have no effect in determining which directors are elected at the Annual Meeting.


	Thomas J. Riga
	Age: 46 Director since: December 2021 Committees: None	Professional Experience: Mr. Riga is Spectrum’s President and Chief Executive Officer. He became President and Chief Executive Officer in December 2021. Mr. Riga served as our Chief Operating Officer from December 2017 to December 2021, as Executive Vice President from May 2017 to December 2021 and as our Chief Commercial Officer from August 2014 to December 2021. From August 2014 to June 2017, he served as our Senior Vice President and from July 2013 to August 2014, he served as our Vice President, Corporate Accounts. During his tenure at Spectrum, Mr. Riga has led Spectrum’s focus from a specialty pharmaceutical company to a development-focused organization. The divestiture of seven marketed products infused non-dilutive capital back into the organization and enabled Spectrum to further advance its two cornerstone, value driving assets. Additionally, he has led multiple product launches in the oncology market, delivering innovative cancer care while establishing world class partnerships with key industry stakeholders. He has consistently inspired cross-functional teams to deliver superior performance and create value for Spectrum. Key Qualifications: Mr. Riga’s qualifications to serve on the Board include his more than 20 years of experience in the pharmaceutical industry with proven success and accountability with operations, sales and marketing, strategic positioning, and multiple product launches. He has extensive management experience in various positions at Wyeth Ayerst Pharmaceuticals, Eli Lilly and Company, Amgen Inc. and Dendreon Pharmaceuticals LLC. Throughout his career he integrated leadership and strategy to create meaningful value. His experience spans executive sales leadership, Six Sigma (black belt), marketing, manufacturing, and corporate accounts making him well qualified to serve on our Board.
President and Chief Executive Officer Education: B.S. in Biology and Chemistry, St. Lawrence University, Canton, New York. Other Qualifications: Mr. Riga is certified by UCLA’s Anderson School of Business as an accredited public company director.


	William L. Ashton
	Age: 71 Director since: February 2018 Committees: Audit, Nominating & Corporate Governance	Professional Experience: Mr. Ashton has served as Chairman of the Board since June 2019 and has been a member of our Board since February 2018. Since 2013, he has been a principal at Harrison Consulting Group, Inc., a privately-held biopharmaceutical consulting firm. From August 2009 to June 2013, Mr. Ashton was the Senior Vice President of external affairs reporting to the President and an Assistant Professor at the University of the Sciences in Philadelphia, Pennsylvania. From August 2005 to August 2009, Mr. Ashton was the founding Dean of the Mayes College of Healthcare Business and Policy. From 1989 to 2005, Mr. Ashton held a number of positions at Amgen, including Vice President of U.S. Sales and Vice President of Commercial and Government Affairs. Key Qualifications: Mr. Ashton’s extensive experience with pharmaceutical and biological product commercialization, including developing and leading a commercial sales force, as well as his governance experience as a board member of public and privately-held companies and his reimbursement expertise makes him well qualified to serve on our Board.
Independent Other Board Memberships: Currently: Recro Pharma, Inc., Academy of Notre Dame, Baudax Bio, Inc. Education: B.S. in Education, California University of Pennsylvania; M.A. in Education, University of Pittsburgh


	Brittany K. Bradrick
	Age: 52 Committees: None	Professional Experience: Since October 2021, Ms. Bradrick has served as Chief Financial Officer at Neurelis, Inc., a privately held neuroscience company created to address unmet needs of epilepsy and other rare central nervous system disorders. From June 2020 to February 2021, she served as Chief Financial Officer and from February 2021 to September 2021, she served as Chief Operating Officer and Chief Financial Officer at ViaCyte Inc., a private regenerative medicine company developing diabetes cell replacement therapies. In this role, she led the finance, legal, investor relations, business development and human resource functions. From September 2016 to May 2020, she served as Vice President, Strategy and Corporate Development at Insulet Corporation, a diabetes focused medical device company, where she headed global strategy, alliance management, competitive intelligence and venture investment functions. From September 2010 to September 2016, Ms. Bradrick worked at Abbott Laboratories (“Abbott”) as Director, Business Development and Alliance Management in diabetes care. Prior to joining Abbott, Ms. Bradrick spent 10 years in investment banking for the life science industry with Piper Jaffray, Viant Capital, Credit Suisse and Chase Securities. Key Qualifications: Ms. Bradrick brings to the Board more than 25 years of experience across investment banking, pharmaceuticals and biotechnology sectors. Ms. Bradrick is an experienced life sciences executive and has held leadership roles across the healthcare and banking industries for both private and public global companies. Her breadth of experience makes her well qualified to serve on our Board.
Independent Other Board Memberships: Currently: Dermata Therapeutics, Inc. Education: B.S.B.A., University of Missouri; M.B.A., Cornell University, Johnson Graduate School of Management


	Seth H.Z. Fischer
	Age: 65 Director since: April 2020 Committees: Audit, Compensation	Professional Experience: Mr. Fischer served as the Chief Executive Officer and as a Director of Vivus, Inc. (“Vivus”), a publicly traded biopharmaceutical company commercializing and developing innovative, next-generation therapies to address unmet needs in obesity, diabetes, sleep apnea and sexual health from September 2013 to December 2017. Prior to Vivus, Mr. Fischer served in various positions of increasing responsibility at Johnson & Johnson, most recently as company Group Chairman, Johnson & Johnson and Worldwide Franchise Chairman of Cordis Corporation. Prior to that, he served as company Group Chairman, North America Pharmaceuticals, which included responsibilities for Ortho-McNeil Pharmaceuticals, Janssen and Scios. Prior to that, Mr. Fischer served as President of Ortho-McNeil Pharmaceuticals. Mr. Fischer’s operating responsibilities encompassed the commercialization of products in multiple therapeutic categories including neurologic products for epilepsy and migraines and products in the analgesic, anti-infective, cardiovascular, psychiatric and women’s health areas. Mr. Fischer serves as an advisor to MedHab, LLC and from May 2013 to May 2019, Mr. Fischer also served on the Board of Directors of BioSig Technologies, Inc. Key Qualifications: Mr. Fischer brings to the Board over 37 years of experience in the pharmaceutical industry, including 29 years in various leadership roles at Johnson & Johnson. We believe Mr. Fischer’s experience in pharmaceutical operations and commercialization in a wide range of therapeutics including in epilepsy and migraines qualifies him to serve on our Board.
Independent Other Board Memberships: Currently: Esperion Therapeutics, Inc., Marinus Pharmaceuticals, Inc. and Agile Therapeutics, Inc. Education: BGS, Ohio University and served as a captain in the U.S. Air Force


	Juhyun Lim
	Age: 47 Director since: March 2022 Committees: None	Professional Experience: Ms. Lim has served as President, Global Strategy and Planning at Hanmi Science Co., Ltd. (“Hanmi Science”) and Hanmi Pharmaceutical Co., Ltd. (“Hanmi Pharmaceutical”), since September 2020 and January 2021, respectively, where she leads the execution of corporate strategy and investment. In conjunction with her role as President, Global Strategy and Planning of Hanmi Science, she also serves as a member of the Hanmi Science board of directors. Ms. Lim has also served as Director, Healthcare Investment at Hanmi Ventures since July 2017. In her 18-year tenure at Hanmi Pharmaceutical, Ms. Lim has held various leadership roles, including SVP, Human Resource Development, from January 2018 to January 2021, and VP, Human Resource Development, from January 2013 to January 2018. Key Qualifications: Ms. Lim has over 20 years of experience in the life sciences industry with proven success and accountability with operations, strategic positioning and senior executive-level expertise. Her broad international experience in corporate strategy and investment together with her valuable leadership experience make her well qualified to serve on our Board.
Independent Other Board Memberships: Currently: Hanmi Ventures Education: M.A., Boston University; B.A., Smith College


	Jeffrey L. Vacirca, M.D., FACP
	Age: 53 Director since: November 2018 Committees: Compensation (Chair), Nominating & Corporate Governance	Professional Experience: Since 2008, Dr. Vacirca has served as Chief Executive Officer, Managing Partner and Director of Clinical Research at New York Cancer and Blood Specialists, a cancer care center specializing in hematology/oncology and medical oncology. Since 2011, he has served as President and Co-Founder of National Translational Research Group, a group focusing on non-clinical research, and since 2012 he has served as a Medical Director and Strategic Advisor for the International Oncology Network specialty group at Amerisource Bergen, a pharmaceutical products company. Since 2018, he has served as the Medical Director of the Oncology Network Development at Mount Sinai Health Network and as an associate clinical professor at Icahn School of Medicine at Mount Sinai, New York. Key Qualifications: Dr. Vacirca’s qualifications to serve on our Board include his substantial business experience in the healthcare and pharmaceutical industry and clinical expertise in oncology. Dr. Vacirca’s substantial business experience makes him well qualified to serve on our Board.
Independent Other Board Memberships: Currently: BeyondSpring Inc., Scientific Advisory Board of Caris Life Sciences, Medical Board Advisor for Flatiron Health, Odonate Therapeutics, Inc. (Vice Chairman, since 2016) Education: B.A. in Human Biology, University at Albany; M.D., St. George’s University School of Medicine. Other Qualifications: He completed his residency in Internal Medicine along with his fellowships in hematology and medical oncology at Stony Brook University Hospital.

® Equity Incentive Awards are an Important Part of Our Compensation Philosophy. Our equity compensation plans are critical to our ongoing effort to build stockholder value. As discussed in the Compensation Discussion and Analysis section of this Proxy Statement, equity incentive awards are central to our compensation program. Our Board and our Compensation Committee believe that our ability to grant equity incentive awards to new and existing employees and directors has helped us attract, retain and motivate professionals of the highest caliber with highly sought-after skill sets, who are capable of leading us in fulfilling our ambitious business objectives. The Board believes that the effective use of equity-based compensation and performance-based compensation has been integral to the Company’s success in the past and is vital to its ability to achieve continued strong performance in the future.

® The 2018 Plan Will No Longer Have Shares Available for Grant. Unless this Proposal 3 is approved, the shares available for future grant under the 2018 Plan will be inadequate to meet our equity needs for 2022, and we will not be able to continue to issue equity incentives to our employees. In order for the Company to maintain equity compensation to its employees and directors having a value consistent with historic grant practices, additional shares are required. The Board and the Compensation Committee continue to believe that in order to hire and retain talented professionals, its compensation practices will need to remain in line with its competitors. While we could increase cash compensation if we are unable to grant equity incentives, we anticipate that we will have difficulty attracting, retaining and motivating employees and directors if we are unable to make equity grants to them. We believe that outcome could negatively impact our ability to align employee and director compensation with the interests of stockholders.

® On January 27, 2022, we granted to three of our executive officers an aggregate of 4,960,457 stock options (the “Contingent Options”), and an aggregate of 1,056,165 restricted stock units (the “Contingent RSUs,” and together with the Contingent Options, the “Contingent Awards”), which awards were granted out of the 12,600,000 share increase to the Share Reserve incorporated by the amendment to the 2018 Plan on January 27, 2022, and all of which were granted subject to stockholder approval. In the event stockholder approval of the Restated Plan is not obtained, all of the Contingent Awards will automatically be forfeited, the Restated Plan will cease to be effective and the original 2018 Plan (in effect prior to the adoptions of the amendment on January 27, 2022 and the amendment and restatement on April 23, 2022), and all outstanding awards granted out of the original Share Reserve under the 2018 Plan (other than any Contingent Awards) will continue in full force and effect.

® Reasonable Share Request. The total number of additional shares the Company is requesting under the Restated Plan (above the existing Share Reserve under the 2018 Plan) is 18,000,000 (of which, 6,016,622 shares are subject to the Contingent Awards (which number is 6,544,705 after giving effect to the full value award multiplier under the Restated Plan under which RSUs count against the share reserve as 1.5 shares for every share subject to the RSU)). The Company believes this increase will be sufficient for equity compensation awards over approximately the next two to three years, and that such number of shares is reasonable and consistent with general market practices. This view is based on several assumptions, including that our grant practices under the Restated Plan will be consistent with our historical practices and usage, but is dependent on a number of other factors that are difficult to predict or beyond our control, including the price of the Company’s common stock underlying future grants, our hiring activity, forfeitures of outstanding awards and other circumstances that may require us to change our equity grant practices. These underlying assumptions and factors cannot be predicted with certainty, and to the extent they change, the number of shares requested may not last for the estimated period.

The table below presents information about the number of shares that were subject to various outstanding equity awards under the 2009 Plan and the 2018 Plan, and the shares remaining available for issuance under the 2018 Plan as of April 23, 2022 (without giving effect to the increases under the Restated Plan and the grant of the Contingent Awards), as well as the effect of the proposed aggregate increase to the Share Reserve under the Restated Plan and the Contingent Awards granted out of such increase. Other than our employee stock purchase plan, we do not maintain any other equity incentive plans under which we may grant future awards. As a result, assuming approval of this Proposal 3, the only shares we would have available for issuance of equity awards (other than pursuant to the employee stock purchase plan) would be the shares reserved for issuance under the Restated Plan. As of April 23, 2022, there are no performance-based awards outstanding.



	Number of Shares	As a % of Shares Outstanding(1)		Dollar Value ($)(2)
2009 Plan
Options/stock-settled SARs outstanding	3,074,066	1.7%		$3,074,666
Restricted stock awards and RSUs outstanding
RSAs	—		—	—
RSUs	—		—	—
Shares remaining available for issuance under 2009 Plan	—		—	—
2018 Plan
Options/stock-settled SARs outstanding	4,924,721	2.7%		$4,924,721
Restricted stock awards and RSUs outstanding
RSAs	5,104,418	2.8%		$5,104,418
RSUs	239,500	1.3%		$239,500
Shares remaining available for issuance under 2018 Plan (prior to giving effect to Restated Plan and Contingent Awards)(3)	557,876	0.3%		$557,876
Restated Plan
Proposed aggregate increase to share reserve pursuant to Restated Plan	18,000,000	10.0%		$18,000,000
Contingent Options outstanding(4)	4,960,457	2.8%		$4,960,457
Weighted average exercise price of outstanding Contingent Options	$0.63
Weighted average remaining term of outstanding Contingent Options	9.7 years
Contingent RSUs outstanding(4)	1,056,165	0.6%		$1,056,165
Shares remaining available for grant assuming approval of the Restated Plan(5)	12,013,171	6.7%		$12,013,171


(1)			Based on 179,257,485 shares of our common stock outstanding as of April 23, 2022.
(2)			Based on the closing price of our common stock on April 22, 2022 of $1.00.
(3)			The Share Reserve under the 2018 Plan includes shares subject to outstanding awards under the 2009 Plan that are forfeited without an issuance of shares or are returned because the awards are terminated, canceled or expire unexercised. As of April 23, 2022, an aggregate of 3,031,359 shares have been added to the Share Reserve under the 2018 Plan as a result of the forfeiture of awards under the 2009 Plan. For the avoidance of doubt, the 557,876 shares remaining available for issuance as of April 23, 2022 includes all shares that have been added to the Share Reserve under the 2018 Plan as a result of the forfeiture of awards under the 2009 Plan through such date.
(4)			Contingent Options and Contingent RSUs were granted out of the proposed aggregate increase to the Share Reserve pursuant to the Restated Plan and were granted subject to stockholder approval. In the event stockholder approval of the Restated Plan is not obtained, all Contingent Options and Contingent RSUs will automatically be forfeited.
(5)			For purposes of determining the shares remaining available for grant, assuming approval of the Restated Plan, this number reflects the grant of the 6,016,622 shares subject to the Contingent Awards (which number is if 6,544,705 after giving effect to the full value award multiplier under the Restated Plan under which RSUs count against the share reserve as 1.5 shares for every share subject to the RSU).



Aggregate outstanding awards under all plans (including contingent awards) as of April 23, 2022			Number of Shares
Options/stock-settled SARs outstanding under all plans (other than Contingent Options)			7,998,787
Weighted average exercise price of outstanding options/stock-settled SARs			$7.89
Weighted average remaining term of outstanding options/stock-settled SARs			4.0 years
Contingent Options outstanding			4,960,457
Weighted average exercise price of outstanding Contingent Options			$0.63
Weighted average remaining term of outstanding Contingent Options			9.7 years
Aggregate options/stock-settled SARs outstanding under all plans (including Contingent Options(1)			12,959,244
Weighted average exercise price of all options/stock-settled SARs (including Contingent Options)			$5.11
Weighted average remaining term of all options/stock-settled SARs (including Contingent Options)			6.18 years
RSAs/RSUs outstanding under all plans (including Contingent RSUs)(2)			6,400,083

® Reasonable Share Counting Provisions. If any shares covered by an award under the Restated Plan or the 2009 Plan are terminated, forfeited, canceled or expire unexercised without delivery of shares, then the shares covered by such an award will generally be available for granting awards under the Restated Plan. Shares covered by an award under the Restated Plan or the 2009 Plan that are not delivered due to the net settlement or net exercise of a stock option or stock-settled SAR will not be available for issuance under the Restated Plan, nor will shares repurchased on the open market with the proceeds of an option exercise. Additionally, in the event that withholding tax liabilities arising from an award under the Restated Plan or the 2009 Plan are satisfied by the withholding of shares by the Company, then the shares so withheld will not be available for awards under the Restated Plan. Awards settled in cash do not count against the Share Reserve.

guidelines for the administration of the Restated Plan; determine the types of Awards to be granted and the number of shares covered by such Awards; set the terms and conditions of such Awards and cancel, suspend and amend Awards. The Committee has the sole discretion to make determinations and interpret the Restated Plan; provided, however, that the Board may act in lieu of the Committee on any matter. To the extent required to comply with the provisions of Rule 16b-3 of the Exchange Act, it is intended that each member of the Committee will be, at the time the Committee takes any action with respect to an Award that is subject to Rule 16b-3, a “non-employee director” within the meaning of Rule 16b-3; however, a Committee member’s failure to qualify as a “non-employee director” within the meaning of Rule 16b-3 will not invalidate any Award granted by the Committee that is otherwise validly granted by the Committee under the Restated Plan. The Board will not create a subcommittee to evaluate the risk and benefits for issuing shares under the Restated Plan.

If any shares covered by an Award under the Restated Plan or the 2009 Plan are terminated, forfeited, canceled or expire unexercised without delivery of shares, then the shares covered by such an Award will generally be available for granting Awards under the Restated Plan. Shares covered by an Award under the Restated Plan or the 2009 Plan that are not delivered due to the net settlement or net exercise of a stock option or stock-settled SAR shall not be available for issuance under the Restated Plan, nor will shares repurchased on the open market with the proceeds of an option exercise. This means that the gross number of shares covering a stock-settled SAR will count against the Share Reserve, as opposed to the net shares actually issued upon exercise thereof. Additionally, in the event that withholding tax liabilities arising from an Award under the Restated Plan or the 2009 Plan are satisfied by the withholding of shares by the Company, then the shares so withheld will not be available for Awards under the Restated Plan. Any shares that again become available for grant will be added back in an amount corresponding to the reduction in the Share Reserve previously made in connection with such Award. Awards settled in cash also do not count against the Share Reserve.

Stock Options. Stock options may be granted under the Restated Plan pursuant to stock option agreements. The Committee establishes the vesting schedule for stock options and the method of payment for the exercise price, which may include cash, shares, or other awards. The exercise price of a stock option granted under the Restated Plan generally may not be less than 100% of the fair market value of the common stock subject to the stock option on the date of grant and, in some cases (see “Limitations on Incentive Stock Options” below), may not be less than 110% of such fair market value. The term of stock options granted under the Restated Plan may not exceed ten years and, in some cases (see “Limitations on Incentive Stock Options” below), may not exceed five years. Stock options granted to non-exempt employees will not be first exercisable for any shares until at least 12 months after the grant date of the stock option.

Except as otherwise provided in a participant’s stock option agreement or other written agreement with us or one of our affiliates: (1) if a participant’s service relationship with us or any of our affiliates (referred to in this Proposal 3 as “continuous service”) terminates (other than for cause and other than upon the participant’s death or disability or retirement), the participant may exercise any vested stock options for up to 90 days following the participant’s termination of continuous service; (2) if a participant’s continuous service terminates due to such participant’s disability or death, the participant, or his or her beneficiary, as applicable, may exercise any vested stock options for up to 12 months following the participant’s termination of continuous service; (3) if a participant’s continuous service is terminated as a result of the participant’s retirement, then the participant may exercise his or her vested options for up to six months following the participant’s termination of continuous service; and (4) if a participant’s continuous service is terminated for cause (as defined in the Restated Plan, a participant’s stock option agreement or other written agreement with us or one of our affiliates, as applicable), all stock options held by the participant will terminate upon the participant’s termination of continuous service and the participant will be prohibited from exercising any stock option from and after such termination date. If there is a blackout period (whether under our insider trading policy, applicable law or a Committee-imposed black out period) that prohibits the buying or selling of shares during any part of the ten day period before a stock option expires, the term of the stock option will be extended until ten days beyond the end of the blackout period. In no event, however, may a stock option be exercised after its original expiration date.

Stock Appreciation Rights. SARs may be granted under the Restated Plan, each with an exercise period determined by the Committee not to exceed ten years from the date of grant. Subject to the terms of the Restated Plan and any applicable award agreement, a SAR granted under the Restated Plan will confer on its holder a right to receive, upon exercise of such award, the excess of (1) the fair market value of one share of our common stock on the date of exercise over (2) the grant price of the right as specified by the Committee. SARs may be settled in cash or shares of our common stock. The grant price of a SAR may not be less than the fair market value of one share of our common stock on the date of grant, except that if a SAR is at any time granted in tandem with a stock option, the grant price of the SAR will not be less than the exercise price of the stock option. SARs will be subject to the same conditions upon termination of continuous service and restrictions on transfer as stock options under the Restated Plan.

Minimum Vesting Requirement. The Restated Plan contains a minimum vesting period which provides that Awards will be subject to a minimum vesting period of one year from the date of grant. The required vesting period will not apply: (1) to substitute Awards issued by the Company in connection with an acquisition or other corporate transaction, (2) to Awards delivered in lieu of fully-vested cash awards or payments, (3) Awards delivered in lieu of cash compensation otherwise payable to a non-employee director, where such director has elected to receive an Award in lieu of cash compensation, (4) to Awards granted to non-employee directors for which the vesting period runs from the date of one annual meeting of our stockholders to the next annual meeting and which is at least 50 weeks after the immediately preceding year’s annual meeting, or (5) any other Awards that result in the issuance of an aggregate of up to 5% of the Share Reserve. In addition, the Committee may provide that such one-year vesting restrictions may lapse or be waived upon a participant’s termination of continuous service and/or in connection with a “Change in Control,” as defined below.

Effect of Certain Corporate Transactions. Under the Restated Plan, a “Change in Control” is defined as: (1) the acquisition, directly or indirectly, in one transaction or a series of related transactions, by any person or group (within the meaning of Section 13(d)(3) of the Exchange Act) of the beneficial ownership of our securities possessing more than 50% of the total combined voting power of all our outstanding securities; (2) a merger or consolidation in which we are not the surviving entity, except for a transaction in which the holders of our outstanding voting securities immediately prior to such merger or consolidation hold as a result of holding our securities prior to such transaction, in the aggregate, securities possessing more than 50% of the total combined voting power of all outstanding voting securities of the surviving entity (or the parent of the surviving entity) immediately after such merger or consolidation; (3) a reverse merger in which we are the surviving entity but in which the holders of our outstanding voting securities immediately prior to such merger hold, in the aggregate, securities possessing less than 50% of the total combined voting power of all our outstanding voting securities or of the acquiring entity immediately after such merger; or (4) the sale, transfer or other disposition (in one transaction or a series of related transactions) of all or substantially all of our assets, except for a transaction in which the holders of our outstanding voting securities immediately prior to such transaction(s) receive as a distribution with respect to our securities, in the aggregate, securities possessing more than 50% of the total combined voting power of all outstanding voting securities of the acquiring entity immediately after such transaction(s).

The following discussion of certain of the U.S. federal income tax consequences of awards under the Restated Plan is based on current U.S. federal tax laws and regulations and does not purport to be a complete discussion. This description may differ from the actual tax consequences incurred by any individual recipient of an Award. Moreover, existing law is subject to change by new legislation, by new regulations, by administrative pronouncements and by court decisions or by new or clarified interpretations or applications of existing laws, regulations, administrative pronouncements or court decisions. Any such change may affect the federal income tax consequences described below. The following summary of the federal income tax consequences in respect of the Restated Plan is for general information only. Interested parties should consult their own tax advisors as to specific tax consequences, including the application and effect of foreign, state and local laws.

Non-Qualified Stock Options. The grant of a NSO does not result in taxable income to the optionee or a deduction for us at the time it is granted. Instead, an optionee exercising a NSO will generally realize taxable compensation at that time in the amount of the difference between the NSO price and the then fair market value of the shares, and income tax withholding requirements apply upon exercise (for optionees who are employees). Generally, we will be allowed a deduction for federal income tax purposes in an amount equal to the taxable compensation realized by the optionee in the year of exercise. The optionee’s tax basis in the option shares is equal to the NSO price paid for the shares plus the amount includable in income upon exercise. At sale, appreciation (or depreciation) after the date of exercise is treated as either short-term or long-term capital gain (or loss) depending upon how long the shares have been held.

If the optionee meets the employment rule, but fails to observe the holding rule (a “disqualifying disposition”), the optionee generally recognizes the excess of the fair market value of the shares at the date of exercise over the ISO exercise price as ordinary income in the year of the disqualifying disposition. Upon disposition of the shares, any excess of the sales price over the fair market value at the date of exercise will be recognized by the optionee as capital gain (long term or short-term depending on the length of time the shares were held after the stock option was exercised). If the sales price on disposition of the shares is less than the fair market value on the date of exercise, then the ordinary income recognized by the optionee is generally limited to the excess of the sales price over the ISO exercise price. In both situations, the tax deduction we are allowed will be limited to the ordinary income recognized by the optionee. Under current Internal Revenue Service (the “IRS”) guidelines, we are not required to withhold any federal income tax in the event of a disqualifying disposition. Different consequences may apply for an optionee subject to the alternative minimum tax.

Restricted Stock. Upon the grant of restricted stock, a participant will not recognize taxable income and we will not be allowed a tax deduction. Rather, on the date when the restrictions lapse, the participant will recognize ordinary income equal to the fair market value of the shares on that date (less the price paid, if any, for such shares). Alternatively, a participant may file with the IRS a “section 83(b) election” no later than 30 days after the date of grant of restricted stock, as a result of which the participant will recognize taxable ordinary income at the time of the grant, generally in an amount equal to the fair market value of the shares on the date of grant, less any amount paid for the grant. The amount recognized by the participant is subject to income tax withholding requirements (for participants who are employees). At the time the participant recognizes income with respect to the restricted stock, we are generally entitled to a deduction in an equal amount. Upon the sale of any shares that are delivered to the participant pursuant to an Award, the participant will realize capital gain (or loss) measured by the difference between the amount realized and the fair market value of the shares on the date the shares were vested pursuant to the Award.



Name or Group	Number of Shares Underlying Contingent Options Granted (#)	Number of Shares Underlying Contingent RSUs Granted (#)
Thomas J. Riga President and Chief Executive Officer	2,567,440	405,040
Kurt A. Gustafson Former Executive Vice President and Chief Financial Officer	—	—
Francois J. Lebel, M.D. Executive Vice President and Chief Medical Officer	1,488,940	405,040
Keith M. McGahan Executive Vice President, Chief Legal Officer and Corporate Secretary	904,077	246,085
Joseph W. Turgeon Former President and Chief Executive Officer	—	—
All Current Executive Officers as a Group (3 persons)	4,960,457	1,056,165
All Current Non-Employee Directors as a Group (7 persons)	—	—
Current Director Nominees (Other than Thomas J. Riga):
William L. Ashton	—	—
Brittany K. Bradrick	—	—
Seth H.Z. Fischer	—	—
Juhyun Lim	—	—
Jeffrey L. Vacirca	—	—
Each Associate of any such Directors, Executive Officers or Nominees	—	—

Although ratification by our stockholders is not a prerequisite to the Audit Committee’s ability to make this selection of our independent registered public accounting firm, it believes that requesting stockholder ratification represents an important corporate governance practice. Accordingly, our stockholders are being asked to ratify, confirm and approve the selection of RSM as our independent registered public accounting firm to conduct the annual audit of our consolidated financial statements and, if required, our internal control over financial reporting for the fiscal year ending December 31, 2022. If our stockholders do not ratify our selection of RSM, this selection will be reconsidered by the Audit Committee; however, since this is a non-binding vote, the Audit Committee may still retain RSM for these fiscal year 2022 services. Conversely, if our stockholders ratify the appointment of RSM, the Audit Committee will continue to conduct an ongoing assessment of their scope of engagement, pricing and work quality, among other factors, and will retain the right to replace RSM at any time.

In connection with the audit of our financial statements during each of the two fiscal years ended December 31, 2020 and December 31, 2019, and in the subsequent interim period through May 26, 2021, the date of change in auditor, there were (i) no disagreements, within the meaning of Item 304(a)(1)(iv) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (“Regulation S-K”), and the related instructions thereto, with Deloitte on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Deloitte, would have caused Deloitte to make reference to the subject matter of the disagreements in connection with its reports; and (ii) no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K and the related instructions thereto.

Our Board has adopted Corporate Governance Guidelines that set forth expectations for directors, director independence standards, board committee structure and functions and other policies for the governance of the Company. Our Corporate Governance Guidelines are available without charge on the “Corporate Governance” page of the “Investor Relations” section of our website, which may be accessed by navigating to investor.sppirx.com, by clicking the “Corporate Governance” link under “Investor Relations” and then by clicking on “Corporate Governance Guidelines” under “Other Governance Documents.” Our Nominating Committee reviews the Corporate Governance Guidelines periodically and recommends changes to our Board as warranted. The references to our website in this Proxy Statement do not constitute incorporation by reference of the information contained on or available through our website, and you should not consider it to be a part of this Proxy Statement.

Our Board is committed to the highest legal and ethical standards in fulfilling its responsibilities. We have adopted codes of business conduct and ethics that serve as statements of corporate values, commitments and standards of professional conduct, both internally and externally. Our Board and all employees are provided with a copy of both the Employee and Vendor Codes of Business Conduct and Ethics (the “Codes”). Each year, we require our Board and all employees to certify as to their understanding of and compliance with the Codes. In addition, all employees must regularly complete Workplace Harassment Prevention Training. Spectrum continues to place emphasis on broadening our online training presence, providing employees with access to information and courses including the protection of confidential information, the prevention of workplace violence, careful communication practices, information security threat awareness, sexual harassment and respect in the workplace, supporting human rights, and insider trading.


Our Governance			We employ strong corporate governance principles and practices. •Our Board is predominantly independent with a balance of skills and experience and an emphasis on independent oversight and continuous improvement. •Our Board is diverse in experience, education, talents, gender and race. •We employ an annual director assessment process that has resulted in Board refreshment, with six directors joining the Board since 2018. •We are committed to frequent and active stockholder engagement with a regular outreach program. Stockholder feedback has influenced improvements to our governance, compensation programs and ESG disclosure. •The Board actively considers matters of sustainability, with particular focus on key ESG factors important to Spectrum’s sustainability goals.
Our Purpose and Our Focus on Ethics and Integrity			We are committed to a corporate culture of compliance and integrity. •Ours is a culture of commitment to making a difference by (i) acquiring, developing, and commercializing novel and targeted drug products, with a primary focus on oncology, (ii) supporting patient advocacy efforts, and (iii) giving back to the community. •Integrity, honesty and doing the right thing are integral to everything we do at Spectrum and embedded in our Codes of Business Conduct and Ethics. Through our core values of people, patient focus and quality, we work to better the lives of patients and the communities where we work, live and serve. •We value the trust and reputation behind Spectrum’s name and promote high standards of integrity, conducting our affairs in an honest and ethical manner, supported by our strong Compliance and Ethics Program.


Our Approach to Human Capital Management			We are committed to cultivating and advancing diversity in all forms as well as building a strong culture. •Inclusion and belonging are paramount, where all Spectrum employees strive to be open and inclusive leaders and teammates. Our culture is what unifies our employees across our diverse business model and ensures we are positioned to understand the needs of patients and improve their quality of life where we can. •Spectrum places significant value on fostering and enabling growth for our employees, both personally and professionally, and we are committed to providing a safe, healthy, innovative, and diverse work environment.
Minimizing Environmental Impacts			We aim to conduct our business in a responsible way that minimizes environmental impacts. •We are committed to furthering sustainable practices across our business, including minimizing and, if practicable, eliminating the use of any substance or material that may cause environmental damage; reducing waste generation and disposing of all waste through safe and responsible methods; minimizing environmental risks by employing safe technologies and operating procedures; and requiring the same of our vendors and partners throughout our supply chain.

Our Board of Directors believes that this structure provides an efficient and effective leadership model for our Company at this time. In considering its leadership structure, our Board of Directors has taken into account that it consists of a substantial majority of independent directors who are highly qualified and experienced, has a Chairman with defined corporate governance responsibilities, the Board’s Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are each comprised entirely of independent directors, and that it has regular interactions outside of Board and committee meetings with our management, including our Chief Executive Officer. Consequently, the independent directors directly oversee such critical items as the Company’s financial statements, executive compensation, the selection and evaluation of directors and the development and implementation of our corporate governance programs. Our Board of Directors believes that we have an appropriate balance between the authority of those who oversee our Company and those who manage it on a day-today basis.

Our Board leadership structure supports the independence of our non-management directors. The independent directors meet in an executive session at each Board meeting, and each of the standing Board committees (discussed below) is comprised solely of and led by independent directors. In determining whether members of our Board are independent, the Board reviews a summary of our relationships with each director and other facts relevant to the analysis of whether the directors qualify as “independent directors” under the NASDAQ Listing Rules. The NASDAQ Listing Rules have objective tests and a subjective test for determining who is an "independent director." The subjective test states that an independent director must be a person who lacks a relationship that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Board has not established categorical standards or guidelines to make these subjective determinations, but considers all relevant facts and circumstances.

Succession planning and talent development are important at all levels within the Company. The Board regularly reviews short and long-term succession plans for the CEO and other executive officers. In assessing possible CEO candidates, the independent Directors identify the skills, experience and attributes they believe are required for an effective CEO in light of the Company’s business strategies, opportunities and challenges. More broadly, the Board engages with the Company’s leadership team on matters of talent and culture, including around the development of the Company’s talent pipeline and advancing diversity and inclusion efforts across the enterprise. The Board’s succession planning activities are strategic, long-term and supported by the Board’s committees and external consultants, as needed, and Directors have substantial opportunities to engage with possible succession candidates.

Our Board has three standing committees: Audit; Compensation; and Nominating and Corporate Governance. All of the standing committees of the Board are comprised entirely of independent directors. Each committee has a written charter that describes its responsibilities, and each charter is available on our website at https://investor.sppirx.com/corporate-governance. Each committee has the authority, as it deems appropriate, to independently engage outside legal, accounting or other advisors or consultants. In addition, each committee annually conducts a review and evaluation of its performance and reviews and reassesses its charter. The Board intends to reevaluate the composition of each of the committees at its meeting immediately following the Annual Meeting. The table below provides information about the Board committee memberships that our independent directors currently hold.

appoint a designee of Hanmi to serve as a member of the Board. In selecting and making recommendations to the Board for director nominees, the Nominating Committee may consider suggestions from many sources, including our stockholders. Any such director nominations, together with appropriate biographical information and qualifications, should be submitted by the stockholder(s) to the Chairman of the Nominating Committee of our Board of Directors, c/o Spectrum Pharmaceuticals, Inc., 11500 South Eastern Avenue, Suite 220, Henderson, Nevada 89052, following the procedures set forth in the Company’s bylaws. Director nominees submitted by stockholders are subject to the same review process as director nominees submitted from other sources, such as other Board members or senior management. No director nominations by stockholders have been received as of the filing of this Proxy Statement.

Our Board oversees the management of material risks facing the Company. Spectrum is committed to fostering a company culture of risk adjusted decision-making without constraining reasonable risk-taking and innovation. Our Board and its committees oversee our efforts to foster this culture. Our Board regularly receives information about our material strategic, operational, financial and compliance risks and management’s response to, and mitigation of, such risks. In addition, our risk management systems, including our risk assessment processes, internal control over financial reporting, compliance programs and internal and external auditing procedures, are designed to inform management and our Board about our material risks. As part of its risk oversight function, our Board and its committees review this framework, its operation and our strategies for generating long-term value for our stockholders to ensure that such strategies will not motivate management to take excessive risks.

Stockholders who wish to contact members of our Board may send email correspondence to: ir@sppirx.com. If stockholders would like to write to the Board, they may also send written correspondence to the following address: Board of Directors, c/o Spectrum Pharmaceuticals, Inc., 11500 South Eastern Avenue, Suite 220, Henderson, Nevada 89052. Stockholders should provide proof of share ownership with their correspondence. It is suggested that stockholders also include contact information. All stockholder communications will be received and processed by the Investor Relations Office, and then directed to the appropriate member(s) of the Board. In general, correspondence relating to accounting, internal accounting controls or auditing matters will be referred to the Chairperson of the Audit Committee, with a copy to the Nominating Committee. All other correspondence that is directed to the Board generally will be referred to the Chairperson of the Nominating Committee. To the extent correspondence is addressed to a specific director or requires a specific director’s attention, it will be directed to that director.

We have adopted an anti-hedging policy that prohibits any of our or our subsidiaries’ directors, officers or other employees from, at any time, directly or indirectly, engaging in any kind of hedging transaction that could reduce or limit such person’s holdings, ownership or interest in or to any of our shares of common stock or other securities, including without limitation outstanding stock options, deferred share units, restricted share units, or other compensation awards the value of which are derived from, referenced to or based on the value or market price of our securities. Prohibited transactions include the purchase by a director, officer or other employee of financial instruments, including, without limitation, prepaid variable forward contracts, instruments for short sale or purchase or sale of call or put options, equity swaps, collars, or units of exchangeable funds, that are designed to or that may reasonably be expected to have the effect of hedging or offsetting a decrease in the market value of any of our securities. A copy of the anti-hedging policy is posted on our website at https://investor.sppirx.com/corporate-governance.

Practices We Use

Practices We Don’t Use

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Pay-for-Performance. A significant portion of our NEO pay is performance-based and variable pay.

Independent Compensation Consultant.

The Committee engages an independent compensation consultant to provide advice on executive officer and director compensation matters.

Annual Risk Assessment. We conduct an annual risk assessment of incentive-based compensation to identify any issues that could have a material, adverse impact on the Company.

Peer Group Selection. We conduct a robust annual review and validation of our compensation peer group to ensure that the number of peer companies is appropriate and each peer company remains comparable.

Insider Trading Policy. We have a robust insider trading policy that was updated in 2020.

Clawback Policy. Our Board has adopted a stand-alone clawback policy that requires repayment to Spectrum of certain compensation that may be paid in the event of certain acts of misconduct.

Engage on Executive Compensation Matters. We engage our stockholders in open dialogue regarding our compensation program and the Committee considers the results of the say-on-pay vote when designing our compensation program.

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No Excessive Perquisites. We provide only limited perquisites to our NEOs that are intended to facilitate them in the performance of their duties.

No In-the-Money Options or SARs. We do not grant options or SARs with an exercise price less than the fair market value of our common stock on the date of grant.

No Excise Tax Gross-Ups. We do not provide any change-in-control tax gross-ups to our NEOs.

No Guaranteed Bonuses. Our NEOs’ bonuses are performance-based and 100% at risk.

No Repricing. No repricing or exchange of underwater options without stockholder approval.

Prohibition on Hedging. The Company’s Insider Trading Policy and Anti-Hedging Policy prohibits our directors, officers and employees from engaging in hedging, speculative or other transactions that hedge or offset any decrease in the market value of the Company’s common stock.

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Our annual Say-on-Pay vote is one of our opportunities to receive feedback from stockholders regarding our executive compensation program, and the Committee takes the result of this vote into account when shaping the compensation program for the Company’s NEOs. Our Company has continued to receive strong support for our Say-on-Pay proposal every year since 2018, with over 90% of votes cast in favor of such proposal at our 2021 Annual Meeting. In light of the continued strong stockholder support, our Committee did not make any changes to the structure of our executive compensation program as a result of the 2021 vote. The Committee will continue to consider stockholder feedback, input from our independent compensation consultant and the outcomes of future Say-on-Pay votes when assessing our executive compensation programs and policies and making compensation decisions for our NEOs.

Accountability is a fundamental value at Spectrum. To reinforce this value through our executive compensation program, executive’s incentive compensation is subject to our clawback policy and the clawback provision set forth in the 2018 Plan. Pursuant to these policies, executives’ incentive compensation is subject to recoupment in the event of an accounting restatement of the Company’s financial statements resulting from material noncompliance with financial reporting requirements under the federal securities laws, and the Board is empowered to recover equity incentive compensation (including gains from equity awards) for serious misconduct or unethical behavior, including any of the following acts: (i) any violation of a restrictive covenant agreement (e.g., non-disclosure, non-solicitation, etc.); (ii) any conduct that could result in separation from service with the Company for cause; (iii) the commission of a serious criminal act (e.g., a felony of any kind or a misdemeanor involving fraud, theft, or breach of fiduciary duty); (iv) breach of a fiduciary duty; (v) intentional violation, or grossly negligent disregard of the Company’s policies, rules, or procedures; or (vi) the participant taking or maintaining trading positions that result in a need to restate financial results in a subsequent reporting period or that results in a significant financial loss to the Company.


Attract the Right Executives
Attract and retain exceptional and accomplished executives with the relevant experience and skills required to direct our strategic objectives.
Motivate the Right Executives
Provide a total compensation package that is highly competitive within the life sciences industry and, more specifically, as compared to a like-situated peer group of companies.
Pay for Performance
Tie significant portions of compensation to performance and achievement of our short-term and long-term business goals and ensure that compensation focuses on corporate performance over individual performance.
Align with Stockholder Interests
Align the interests of our executives with those of our stockholders by tying significant portions of pay to performance, paying a portion of compensation in equity and subjecting equity compensation to multi-year vesting periods.
Retain the Right Executives
Retain and engage high-performing executives with the leadership abilities and experience necessary to drive performance and create stockholder value by providing each NEO with compensation opportunities that are competitive with market practices and within our cost structure.

Prior to beginning this annual review, the Committee examines the compositions of companies previously considered our peer companies to make certain that the selected companies continue to be relevant as evaluated, taking into account guidance from our independent compensation consultant. In December 2020, the Committee engaged Compensia, Inc. (the “Compensation Consultant”), to conduct an updated review of our executive compensation program, which included an evaluation of our peer group companies and a complete analysis of our executive compensation program in relation to our peer group companies. As a result, the Committee approved a new peer group for 2021 as recommended by the Compensation Consultant. When approving the new peer group, the Committee focused on selecting a comparable sized, industry-affiliated, peer group of companies operating within the biotechnology or pharmaceutical industries. Below are the companies included in the Company’s peer group for 2021 compensation purposes:

Base salaries for our NEOs are established based on the individual’s scope of responsibilities, experience and market factors. Base salaries are generally reviewed annually, typically in connection with our annual executive compensation review process. The Committee references survey and peer group data to understand the marketplace for individuals in similar positions at the peer group companies. There is no specific weighting applied to any of these factors in setting annual salaries, and the process ultimately relies on the subjective exercise of the Committee’s judgment. Based on its assessment of these factors, and taking into account the Committee’s decision to deliver increases to the appropriate total compensation opportunity for the NEOs for 2021 in the form of increases to their long-term incentive award opportunities, none of the NEOs received a base pay increase for 2021, with the exception of Mr. McGahan, whose base pay increased in order to align with the other NEOs.


2021 Corporate Goals (150% maximum achievement with Kickers)			Overall 93% Achieved
Poziotinib (40%)			Full Achievement
w Submit NDA (20%) w Secure a Fast-Track designation from FDA (10%) w Present BID results at a major medical conference (5%) w Enroll 70 patients in Cohort 4 (5%)			ü Achieved ü Achieved ü Achieved ü Achieved
ROLONTIS® (35%)			Mixed Achievement (5%)
w Gain FDA approval (20%) w Exceed 2021 forecast (BOD alignment at the time of approval) (10%) w Same Day Dosing Study enroll N=15 (5%)			Not Achieved Not Achieved ü Achieved
Corporate (15%)			Full Achievement
w Execute Human Resources staffing plan to be updated to the Board quarterly (5%) w Exit 2021 > $100 million in cash (5%) w Complete all compliance program training (5%)			ü Achieved ü Achieved ü Achieved
I-O Pipeline (10%)			Mixed Achievement (3%)
w IL-12 (Therapyx) IRB approval @ University of Rochester (4%) w IL-12 pre-clinical publication in medical journal (3%) w Re-open trial and fully enroll Cohort 6 for IGN002 (3%)			Not Achieved ü Achieved Not Achieved
KICKERS
Poziotinib (40%)			Mixed Achievement (30%)
w Cohort 4 hits primary end point (N=70) (10%) w Additional indications that significantly increases the NPV of the asset beyond second line HER2 exon 20 insertion mutations (10%) w BID strategy improves safety and efficacy (each component worth 5%) w Complete pre-clinical ADC combination (10%)			ü Achieved Not Achieved ü Achieved ü Achieved
ROLONTIS® (10%)			Not Achieved
w Aligned path forward with FDA for an sBLA on Same Day Dosing			Not Achieved

Our long-term equity incentive award program is designed to promote long-term Company performance and align each executive’s risk with stockholder interest, to reward the achievement of long-term goals, and to promote stability and corporate loyalty among our executives. The Committee bases awards of long-term equity compensation on a number of different factors, including competitive market practices as determined by our peer group analysis, the information provided by our independent compensation consultant, the amount of cash compensation that is currently paid to each NEO, each NEO’s level of responsibility, our retention objectives and our pay-for-performance philosophy. In general, the Committee makes long-term equity award determinations for our NEOs in the first quarter of each year and typically consults with our CEO in determining the size of grants to each NEO, other than himself, although the Committee makes all final determinations. The non-management directors’ practice is to meet in executive session following the Board meeting in the first quarter of each year to review and ratify the Committee’s annual review of the CEO. In fiscal 2020, the Committee granted long-term equity incentive awards under the 2018 Plan, which was previously approved by our Board and stockholders.

In addition, our Board approved the Nonqualified Deferred Compensation Plan in 2011. The Nonqualified Deferred Compensation Plan is administered by the Committee and is intended to be an unfunded plan. The Nonqualified Deferred Compensation Plan is maintained primarily to provide deferred compensation benefits for a select group of our employees, including our NEOs. Under the Nonqualified Deferred Compensation Plan, we provide participants with the opportunity to make annual elections to defer up to a specified amount or percentage of their eligible cash compensation, as established by the Committee (in 2021, eligible participants could defer up to 75% of base salary and up to 100% of bonus). In addition, we have the option, but not the obligation, to make discretionary or matching cash contributions to employees under the Nonqualified Deferred Compensation Plan. During 2021, we made a 50% match on each participant’s contributions to the Nonqualified Deferred Compensation Plan up to 20% of the participant’s eligible compensation. For additional information, see “Nonqualified Deferred Compensation Plan” later in this Proxy Statement.


The Committee has considered the concept of risk as it relates to our executive compensation program. The Committee believes that, for the reasons set forth below, although the majority of compensation provided to our NEOs is at-risk, our executive compensation programs do not encourage excessive risk taking and encourage our executive officers to remain focused on appropriate short-term and long-term financial and strategic goals that are tied to the creation of long-term value for our stockholders.

® Our executive compensation program consists of an appropriate mix of guaranteed pay (salary, benefits and perquisites) and at-risk pay (annual cash bonuses and equity incentive awards) and the Committee reviews this mix annually. The guaranteed portion is designed to provide a minimum compensation base that is necessary to attract and retain qualified executives, as well as to provide meaningful income to the executives regardless of stock price performance so that executives do not feel pressured to focus exclusively on stock price performance and other financial performance targets to the detriment of other important business metrics.

® Our program establishes appropriate financial and strategic performance goals that are designed to advance our business objectives and encourage the creation of long-term value for our stockholders (as opposed to just short-term increases in our stock price). These performance goals reflect a mix of Company financial and strategic goals, and individual performance goals, so as not to place too much emphasis on any particular type of objective at the expense of others.

® Our program encourages executive retention through both time-based and performance-based vesting provisions of our equity incentive awards. Our restricted stock, stock appreciation rights and stock option equity awards have a one-year minimum vesting requirement from the grant date and generally vest over three years.

® A significant portion of our equity incentive awards are granted in the form of stock appreciation rights, stock options and performance-based units, which are only valuable if our stock price increases over time. This serves to align the interests of our executives with those of our stockholders.

® The Committee retains ultimate oversight over the compensation of our NEOs and maintains the ability to use discretion where appropriate.

® Our internal controls and procedures, as well as our codes of conduct and ethics, also help mitigate risks associated with our executive compensation program.

Based on these considerations, the Committee has concluded that any risks arising from our executive compensation program are not reasonably likely to have a material adverse effect on us and do not encourage or place incentives on excessive or inappropriate risk-taking by our NEOs or other employees.


Name and Principal Position(1)	Year	Salary ($)(2)	Bonus ($)(3)	Stock Awards ($)(4)	Option/SAR Awards ($)(4)	All Other Compensation ($)(5)(6)(7)	Total ($)
Thomas J. Riga	2021	550,000	364,000	478,500	1,290,829	105,528	2,788,857
President and Chief	2020	550,000	330,000	450,001	1,040,426	152,372	2,522,799
Executive Officer	2019	550,000	313,500	2,001,000	811,895	141,566	3,817,961
Kurt A. Gustafson	2021	540,000	216,000	425,701	1,148,395	100,030	2,430,126
Former Executive Vice	2020	540,000	270,000	390,000	747,566	143,386	2,090,952
President and Chief	2019	540,000	256,500	1,600,800	584,564	140,956	3,122,820
Financial Officer
Francois J. Lebel, M.D.	2021	540,000	216,000	392,700	1,059,371	161,960	2,370,031
Executive Vice President	2020	540,000	270,000	450,001	847,754	116,763	2,224,518
and Chief Medical Officer	2019	520,000	247,000	1,178,073	634,661	87,039	2,666,773
Keith M. McGahan	2021	540,000	216,000	392,700	1,059,371	95,726	2,303,797
Executive Vice President,	2020	500,000	250,000	390,000	709,031	92,186	1,941,217
Chief Legal Officer and	2019	500,000	237,500	1,600,800	584,564	85,777	3,008,641
Corporate Secretary
Joseph W. Turgeon	2021	750,000	523,562	990,000	2,670,684	2,856,684	7,790,930
Former President and Chief	2020	750,000	525,000	675,001	1,618,441	144,776	3,713,218
Executive Officer	2019	750,000	498,750	3,001,500	1,299,032	147,950	5,697,232


Name	Grant Date	Type of Award	All Other Stock Awards: Number of Shares of Stock or Units (#)	All Other Option/SAR Awards: Number of Securities Underlying Options/SARs (#)	Exercise or Base Price of Option/SAR Awards ($)	Grant Date Fair Value of Stock and Option/SAR Awards ($)(3)
Thomas J. Riga	02/18/2021	Restricted Stock Award	134,410 (1)			478,500
	02/18/2021	Stock Option Award		162,921 (1)	3.56	385,322
	02/18/2021	Stock Appreciation Right		382,865 (1)	3.56	905,507
	12/30/2021	Restricted Stock Award	239,500 (2)			308,955
	12/30/2021	Stock Option Award		1,078,500 (2)	1.29	949,080
Kurt A. Gustafson	02/18/2021	Restricted Stock Award	119,579 (1)			425,701
	02/18/2021	Stock Option Award		144,944 (1)	3.56	342,805
	02/18/2021	Stock Appreciation Right		340,618 (1)	3.56	805,590
Francois J. Lebel	02/18/2021	Restricted Stock Award	110,309 (1)			392,700
	02/18/2021	Stock Option Award		133,708 (1)	3.56	316,231
	02/18/2021	Stock Appreciation Right		314,213 (1)	3.56	743,140
Keith M. McGahan	02/18/2021	Restricted Stock Award	110,309 (1)			392,700
	02/18/2021	Stock Option Award		133,708 (1)	3.56	316,231
	02/18/2021	Stock Appreciation Right		314,213 (1)	3.56	743,140
Joseph W. Turgeon	02/18/2021	Restricted Stock Award	278,090 (1)			990,000
	02/18/2021	Stock Option Award		337,079 (1)	3.56	797,220
	02/18/2021	Stock Appreciation Right		792,135 (1)	3.56	1,873,464


	OPTION AWARDS				STOCK AWARDS
	Number of Securities Underlying Unexercised Options/SARs (#)		Option/SAR Exercise Price	Option/SAR Expiration	Number of Shares or Units of Stock That Have Not Vested	Market Value of Shares or Units of Stock That Have Not Vested	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
Name	Exercisable	Unexercisable	($)	Date	(#)	($) (1)	(#)	($) (1)
Thomas J. Riga	35,000		7.88	7/8/2023
	17,331		7.78	3/25/2024
	40,000		7.23	2/18/2025
	50,000		6.01	4/15/2025
	50,000		5.33	10/26/2025
	100,000		5.31	12/14/2025
	45,000		6.03	3/30/2026
	35,000		5.99	5/12/2027
	175,000		19.42	1/15/2028
	93,750	31,250(2)	11.71	2/18/2029
	150,000	150,000(2)	2.13	3/12/2030
	187,500 (SARs)	187,00(2)	2.13	3/12/2030
	(SARs)	382,865(3)	3.56	2/18/2031
		162,921(3)	3.56	2/18/2031
		1,078,500(3)	1.29	12/30/2031
					16,667(4)	21,167
					125,524(5)	159,415
					134,410(6)	170,701
					239,500(7)	304,165


	OPTION AWARDS				STOCK AWARDS
	Number of Securities Underlying Unexercised Options/SARs (#)		Option/SAR Exercise Price	Option/SAR Expiration	Number of Shares or Units of Stock That Have Not Vested	Market Value of Shares or Units of Stock That Have Not Vested	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
Name	Exercisable	Unexercisable	($)	Date	(#)	($) (1)	(#)	($) (1)
Kurt A. Gustafson	158,204		8.21	6/3/2023
	59,891		7.78	3/25/2024
	100,000		7.24	12/19/2024
	300,000		5.86	12/18/2025
	116,959		6.69	3/28/2027
	87,500		19.42	1/15/2028
	67,500	22,500(2)	11.71	2/18/2029
	130,000	130,000(2)	2.13	3/12/2030
	112,500 (SARs)	112,500(2)	2.13	3/12/2030
	(SARs)	340,618(3)	3.56	2/18/2031
		144,944(3)	3.56	2/18/2031
					13,334(4)	16,934
					108,787(5)	138,159
					119,579(6)	151,865
Francois J. Lebel, M.D.	75,000		13.03	11/5/2028
	4,400	4,400(8)	10.69	4/1/2029
	93,750	31,250(2)	8.48	6/19/2029
	150,000	150,000(2)	2.13	3/12/2030
	125,000 (SARs)	125,000(2)	2.13	3/12/2030
	(SARs)	314,213(3)	3.56	2/18/2031
		133,708(3)	3.56	2/18/2031
					3,417(9)	4,340
					16,667(10)	21,167
					125,524(5)	159,415
					110,309(6)	140,092


	OPTION AWARDS				STOCK AWARDS
	Number of Securities Underlying Unexercised Options/SARs (#)		Option/SAR Exercise Price	Option/SAR Expiration	Number of Shares That Have Not Vested	Market Value of Shares That Have Not Vested	Equity Incentive Plan Awards: Number of Unearned Shares or Units That Have Not Vested	Equity Incentive Plan Awards: Market Value or Unearned Shares or Units That Have Not Vested
Name	Exercisable	Unexercisable	($)	Date	(#)	($) (1)	(#)	($) (1)
Keith M. McGahan	20,000		7.10	8/8/2026
	8,600		5.99	5/12/2027
	60,000		20.57	2/6/2028
	110,000		19.95	6/18/2028
	67,500	22,500(2)	11.71	2/18/2029
	130,000	130,000(2)	2.13	3/12/2030
	100,000 (SARs)	100,000(2)	2.13	3/12/2030
	(SARs)	314,213(3)	3.56	2/18/2031
		133,708(3)	3.56	2/18/2031
					13,334(4)	16,934
					108,787(5)	138,159
					110,309(6)	140,092
Joseph W. Turgeon	150,000		11.05	10/29/2022
	15,000		7.79	3/14/2023
	60,000		9.62	12/3/2023
	250,000		7.24	12/19/2024
	500,000		5.86	12/18/2025
	155,556		6.69	3/28/2027
	175,000		19.42	1/15/2028
	150,000	50,000(11)	11.71	2/18/2029
	225,000	225,000(11)	2.13	3/12/2030
	300,000 (SARs)	300,000(11)	2.13	3/12/2030
	(SARs)	792,135(11)	3.56	2/18/2031
		337,079(11)	3.56	2/18/2031

The Nonqualified Deferred Compensation Plan provides eligible participants the opportunity to defer up to 75% of base salary and up to 100% of bonus. We have the option, but not the obligation, to make discretionary or matching cash contributions. Deferral accounts will be credited with a rate of return (positive or negative) based on the performance of the deemed investment options selected by the participant. The value of the accounts may increase or decrease depending upon the performance of the selected investment options, including mutual funds providing investment opportunities ranking from money market, real estate investment trusts, emerging markets, mid-cap and large cap investments and bond funds. For each annual deferral, the participant may designate a specific date distribution prior to separation from service (called an “In-Service” distribution account) or distribution upon separation from service. In-Service distribution account(s) are paid in the month following the month selected by the participant in the elected year that is at least three years after the plan year to which the deferral election relates.

If any executive is terminated by the Company without Cause, or if any executive terminates his employment with Good Reason, in each case, other than following a Change of Control, such executive will be entitled to receive any unpaid base salary and benefits accrued through the date of termination, as well as a lump sum payment equal to two years of base salary and two times the previous year’s bonus, as well as 18 months of Company-paid continued coverage for such executive and his dependents under the Company’s existing health and benefit plans. Such executive will also immediately vest in all options, restricted stock and other equity incentive compensation, and will vest in his performance-based awards pro rata based on the target award for such performance-based awards and the number of days he was employed by the Company during the applicable performance period, irrespective of actual performance.

If any executive is terminated by the Company without Cause, or if any executive terminates his employment with Good Reason, in each case, within 12 months following a Change of Control, such executive will be entitled to receive any unpaid base salary and benefits accrued through the date of termination, as well as two years of base salary (to be paid on a monthly basis over a 24-month period following termination) and a lump sum payment equal to two times the previous year’s bonus, as well as 18 months of Company-paid continued coverage for such executive and his dependents under the Company’s existing health and benefit plans. Such executive will also vest in all options, restricted stock and other equity incentive compensation immediately upon consummation of the Change of Control, and will vest in his performance-based awards pro rata based on the target award for such performance-based awards and the number of days he was employed by the Company before the Change of Control during the applicable performance period, irrespective of actual performance.

The table below reflects the amount of compensation to be paid to or earned by each of our NEOs in the event of the termination of such executive’s employment with us under different circumstances. The table describes, for each named executive officer, the amount of compensation payable upon (i) resignation without reason, (ii) death, (iii) disability, (iv) involuntary termination without cause, or resignation for good reason, (v) involuntary termination for cause or (vi) termination following a change of control of the Company (other than for cause or without good reason). Where applicable, the amounts shown assume that the termination was effective as of the last trading day of fiscal year 2021, and use the closing price per share of our common stock on such date of $1.27. The amounts set forth in the table only reflect estimates of the amounts that would actually be paid out in connection with a particular termination event. The actual amounts to be paid out with respect to any particular termination can only be determined at the time of an executive’s termination.



	Resignation without Good Reason ($)	Death ($)	Disability ($)	Resignation for Good Reason ($)	Involuntary Termination Without Cause ($)	Involuntary Termination For Cause ($)	Termination Within 12 Months Following Change in Control ($)
Thomas J. Riga
Cash Severance Payments(1)(2)(3)	—	1,300,000	1,300,000	2,028,000	2,028,000	—	2,028,000
Benefit Payments	—	—	—	46,692	46,692	—	46,692
Vesting Acceleration — Options	—	—	—	—	—	—	—
Vesting Acceleration — Stock Appreciation Rights	—	—	—	—	—	—	—
Vesting Acceleration — Restricted Stock Awards(4)	—	655,448	655,448	655,448	655,448	—	655,448
Vesting Acceleration — Restricted Stock Units	—	—	—	—	—	—	—
Total	—	1,955,448	1,955,448	2,730,140	2,730,140	—	2,730,140
Kurt A. Gustafson
Cash Severance Payments(1)(2)(3)	—	1,080,000	1,080,000	1,512,000	1,512,000	—	1,512,000
Benefit Payments	—	—	—	47,445	47,445	—	47,445
Vesting Acceleration — Options	—	—	—	—	—	—	—
Vesting Acceleration — Stock Appreciation Rights	—	—	—	—	—	—	—
Vesting Acceleration — Restricted Stock Awards(4)	—	306,959	306,959	306,959	306,959	—	306,959
Vesting Acceleration — Restricted Stock Units	—	—	—	—	—	—	—
Total	—	1,386,959	1,386,959	1,866,404	1,866,404	—	1,866,404
Francois J. Lebel, M.D.
Cash Severance Payments(1)(2)(3)	—	1,080,000	1,080,000	1,512,000	1,512,000	—	1,512,000
Benefit Payments	—	—	—	30,015	30,015	—	30,015
Vesting Acceleration — Options	—	—	—	—	—	—	—
Vesting Acceleration — Stock Appreciation Rights	—	—	—	—	—	—	—
Vesting Acceleration — Restricted Stock Awards(4)	—	325,015	325,015	325,015	325,015	—	325,015
Vesting Acceleration — Restricted Stock Units	—	—	—	—	—	—	—
Total	—	1,405,015	1,405,015	1,867,030	1,867,030	—	1,867,030



	Resignation without Good Reason ($)	Death ($)	Disability ($)	Resignation for Good Reason ($)	Involuntary Termination Without Cause ($)	Involuntary Termination For Cause ($)	Termination Within 12 Months Following Change in Control ($)
Keith M. McGahan
Cash Severance Payments(1)(2)(3)	—	1,080,000	1,080,000	1,512,000	1,512,000	—	1,512,000
Benefit Payments	—	—	—	65,805	65,805	—	65,805
Vesting Acceleration — Options	—	—	—	—	—	—	—
Vesting Acceleration — Stock Appreciation Rights	—	—	—	—	—	—	—
Vesting Acceleration — Restricted Stock Awards(4)	—	295,186	295,186	295,186	295,186	—	295,186
Vesting Acceleration — Restricted Stock Units	—	—	—	—	—	—	—
Total	—	1,375,186	1,375,186	1,872,991	1,872,991	—	1,872,991
Joseph W. Turgeon(5)
Cash Severance Payments(1)(2)(3)	—	1,500,000	1,500,000	2,550,000	2,550,000	—	2,550,000
Benefit Payments	—	—	—	62,333	62,333	—	62,333
Vesting Acceleration — Options	—	—	—	—	—	—	—
Vesting Acceleration — Stock Appreciation Rights	—	—	—	—	—	—	—
Vesting Acceleration — Restricted Stock Awards(4)	—	624,046	624,046	624,046	624,046	—	624,046
Vesting Acceleration — Restricted Stock Units	—	190,500	190,500	190,500	190,500	—	190,500
Total	—	2,314,546	2,314,546	3,426,879	3,426,879	—	3,426,879

During 2021, Mr. Turgeon served as our Chief Executive Officer until December 30, 2021, at which time Mr. Riga assumed the role of Chief Executive Officer. As permitted by SEC rules, we chose to use the annual total compensation of Mr. Riga, who was serving as our Chief Executive Officer on December 31, 2021, to calculate our pay ratio. For purposes of determining our pay ratio, we determined Mr. Riga’s annual total compensation for 2021 was $2,788,857, which, as required by SEC rules, includes his annualized base salary for 2021 at the rate in effect following his promotion to Chief Executive Officer. As described in our Compensation Discussion and Analysis above, in addition to the compensation granted and earned during 2021 for his services, Mr. Riga’s annual total compensation for 2021 includes the annual awards granted to him in February 2021 while he was still serving as our Chief Operating Officer and the additional equity awards that he was granted in connection with his promotion to Chief Executive Officer in December 2021 (as described in the Compensation Discussion and Analysis).

(f) “Cause” shall have the same meaning as set forth in any unexpired employment agreement or independent contractor agreement between the Company and the Participant for purposes of providing severance on a termination without “Cause” or, in the absence of such agreement, as set forth in the Participant’s Award Agreement. If no alternative definition for “Cause” exists in such agreements, “Cause” means that any of the following situations gave rise to a Participant’s termination from Continuous Service: (i) the Participant committed, was convicted, or pled no contest or any similar plea to a misdemeanor involving material acts of dishonesty or breach of fiduciary duty or any felony (other than non-violent felonies that do not involve dishonesty or breach of fiduciary duty for which the Participant is not required to serve any jail time or be confined to house arrest); (ii) the Participant willfully or grossly negligently failed to substantially perform his or her duties and responsibilities to the Company or deliberately violated a material Company policy; (iii) the Participant committed any act or acts of fraud, embezzlement, dishonesty, or other willful misconduct which results or could reasonably be expected to result in injury to the Company; (iv) without authorization, the Participant used or disclosed any proprietary information or trade secrets of the Company or any other party to whom the Participant owes an obligation of nondisclosure as a result of his or her relationship with the Company or any other service recipient; or (v) Participant breached any of his or her material obligations under any written agreement with the Company. The foregoing definition does not in any way limit the Company’s ability to terminate a Participant’s employment or other service relationship at any time, in the Company’s sole discretion. Furthermore, a Participant’s Continuous Service shall be deemed to have terminated for Cause within the meaning hereof if, at any time (whether before,

(l) “Continuous Service” means a Participant’s period of service in the absence of any interruption or termination (as defined in such individual’s employment or consulting agreement with the Company, if any, as the case may be), as an Employee, Director, or Consultant. The following sentences apply notwithstanding anything to the contrary in any Participant’s employment or consulting agreement with the Company, if any, as the case may be. Continuous Service shall not be considered interrupted in the case of: (i) sick leave; (ii) military leave; (iii) any other leave of absence approved by the Committee, provided that such leave is for a period of not more than 90 days, unless reemployment on the expiration of such leave is guaranteed by contract or statute, or unless provided otherwise pursuant to Company policy adopted from time to time; (iv) changes in status from Director to advisory director or emeritus status; or (iv) transfers between locations of the Company or between the Company and its Affiliates. Changes in status between service as an Employee, Director, and a Consultant will

(o) “Disability” shall have the same meaning as set forth in any unexpired employment agreement or independent contractor agreement between the Company and the Participant or, in the absence of any such agreement, as set forth in the Participant’s Award Agreement. If no alternative definition for “Disability” exists in such contracts between the Participant and the Company, “Disability” means (i) for an Incentive Stock Option, that the Participant is disabled within the meaning of Section 22(e)(3) of the Code, and (ii) for other Awards, a physical or mental condition under which the Participant is receiving benefits under the Company’s long-term disability plan applicable to such Participant, and in the absence of such a plan, a Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

(dd) “Plan” shall mean this amended and restated Spectrum Pharmaceuticals, Inc. 2018 Long-Term Incentive Plan, as it may be further amended and/or restated from time to time. The original 2018 Long-Term Incentive Plan was approved by the Board on April 27, 2018 and by the Company’s shareholders on June 18, 2018, which plan was amended by the First Amendment to the Spectrum Pharmaceuticals, Inc. 2018 Long-Term Incentive Plan, which was approved by the Board on March 12, 2020 and by the Company’s shareholders on June 18, 2020 (as so amended the “2020 Amended Plan”). The 2020 Amended Plan was further amended by the Board effective January 27, 2022 (the “January 2022 Amendment”), and further amended and restated by the Board effective April 23, 2022 (the “Restatement Effective Date”), in each case subject to approval by the stockholders of the Company, which amendment and final amendment and restatement (which includes the increase to the share limit pursuant to the January 2022 Amendment) is reflected herein.

(ee) “Qualifying Performance Criteria” shall mean one or more of the following performance criteria, either individually, alternatively or in any combination, applied to either the Company as a whole or to a business unit or related company, and measured either annually, cumulatively over a period of years or over such other period as may be determined by the Committee, on an absolute basis or relative to a pre-established target, to a previous year’s results or to a designated comparison group, in each case as specified by the Committee in the Award: sales; operating income; pre-tax income; earnings before interest, taxes, depreciation and amortization; earnings per share of Shares on a fully-diluted basis; consolidated net income of the Company divided by the average consolidated common stockholders’ equity; cash and cash equivalents derived from either (i) net cash flow from operations, or (ii) net cash flow from operations, financings and investing activities; adjusted operating cash flow return on income; cost containment or reduction; the percentage change in the market price of the Shares over a stated period; return on assets; return on stockholders’ equity; return on capital; stockholder returns; gross or net margins; price per share of common stock; market share; new Company product introductions; obtaining regulatory approvals for new or existing products; individual business objectives; Company business objectives; product acquisitions; product development or clinical trial milestones; the successful progression or completion of clinical trials; or any other criteria or criterion selected by the Committee.

(a) Subject to the terms of the Plan and Applicable Law, the Committee shall have full power and authority to: designate Participants; determine the type or types of Awards to be granted to each Participant under the Plan; determine the number of Shares to be covered by (or with respect to which payments, rights, or other matters are to be calculated in connection with) Awards; determine the terms and conditions of any Award; determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, Shares, other securities, or other Awards, or terminated, forfeited, canceled or suspended, and the method or methods by which Awards may be settled, exercised, terminated, forfeited, canceled or suspended; determine whether, to what extent, and under what circumstances cash, Shares, other securities, other Awards, and other amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the holder thereof or of the Committee; interpret and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan; establish, amend, suspend, or waive such rules and guidelines; appoint such agents as it shall deem appropriate for the proper administration of the Plan; make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan; and correct any defect, supply any omission, or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it deems desirable.

(b) Actions of the Committee may be taken by: the Chair of the Committee; a subcommittee, designated by the Committee; the Committee but with one or more members abstaining or recusing himself or herself from acting on the matter, so long as two (2) or more members remain to act on the matter (such action, authorized by such a subcommittee or by the Committee on the abstention or recusal of such members, shall be the action of the Committee for purposes of the Plan); or one or more officers or managers of the Company or any Affiliate, or a committee of such officers or managers whose authority is subject to such terms and limitations set forth by the Committee, and only with respect to Eligible Persons who are not officers or directors of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. This delegation shall include modifications necessary to accommodate changes in the laws or regulations of jurisdictions outside the U.S.

(c) Without limiting the foregoing, the Committee shall have the discretion to interpret or construe ambiguous, unclear, or implied (but omitted) terms as it deems to be appropriate in its sole discretion and to make any findings of fact needed in the administration of this Plan or Award Agreements. The Committee’s prior exercise of its discretionary authority shall not obligate it to exercise its authority in a like fashion thereafter. The Committee’s interpretation and construction of any provision of this Plan, or of any Award or Award Agreement, and all determinations the Committee or the Company makes pursuant to this Plan shall be final, binding, and conclusive (subject only to the Committee’s or the Company’s inherent authority to change their determinations). The validity of any such interpretation, construction, decision or finding of fact shall not be given de novo review if challenged in court, by arbitration, or in any other forum, and shall be upheld unless clearly affected by fraud.

(e) Any Participant who believes he or she is being denied any benefit or right under this Plan or under any Award or Award Agreement may file a written claim with the Committee. Any claim must be delivered to the Committee within six (6) months of the specific event giving rise to the claim. Untimely claims will not be processed and shall be deemed denied. The Committee, or its designee, generally will notify the Participant of its decision in writing as soon as administratively practicable. Claims shall be deemed denied if the Committee does not respond in writing within 180 days of the date the written claim is delivered to the Committee. The Committee’s decision is final and conclusive and binding on all Persons. No lawsuit or arbitration relating to this Plan may be filed or commenced before a written claim is filed with the Committee and is denied or deemed denied, and any lawsuit must be filed within one year of such denial or deemed denial or be forever barred.

If any Shares issued to a Participant under the Plan are subject to an Award that is terminated, forfeited or canceled (e.g., unvested Restricted Stock Awards), the Share Reserve shall be increased by 1.5 Shares. If any awards granted under the 2009 Plan and outstanding as of the Restatement Effective Date (“Prior Awards”) are terminated, forfeited, canceled or expire unexercised, in whole or in part, new Awards may be issued under this Plan, rather than the 2009 Plan, with respect to the Shares covered by such Prior Awards. In the event that withholding tax liabilities arising from an Award under this Plan or the 2009 Plan other than an Option or Stock Appreciation Right are satisfied by the withholding of Shares by the Company, then the Shares so withheld shall be not available for Awards under the Plan and the Share Reserve shall be not increased on account of such withholding.

(B) Dividend Equivalents denominated in Shares and Awards not denominated, but potentially payable, in Shares shall be counted against the aggregate number of Shares available for granting Awards under the Plan in such amount and at such time as the Dividend Equivalents and such Awards are settled in Shares, provided, however, that Awards that operate in tandem with (whether granted simultaneously with or at a different time from), or that are substituted for, other Awards or awards granted under the 2009 Plan may only be counted once against the aggregate number of Shares available, and the Committee shall adopt procedures, as it deems appropriate, in order to avoid double counting. Any Shares that are delivered by the Company, and any Awards that are granted by, or become obligations of, the Company through the assumption by the Company or an Affiliate of, or in substitution for, outstanding awards previously granted by an acquired company, shall not be counted against the Shares available for granting Awards under this Plan;

(C) notwithstanding anything herein to the contrary, any Shares subject to Awards under this Plan or the 2009 Plan that terminate by expiration, forfeiture, cancellation, or otherwise without the issuance of such Shares, are settled in cash in lieu of Shares, or are exchanged with the Committee’s permission, prior to the issuance of Shares, for Awards not involving Shares, shall be available for grant under this Plan. Shares subject to an Award under this Plan or the 2009 Plan may not be made available for issuance under the Plan if such Shares are: (x) Shares that were subject to an Option or a Share-settled Stock Appreciation Right and were not issued on the net settlement or net exercise of such Option or Stock Appreciation Right, (y) Shares delivered to or withheld by the Company to pay the exercise price or the withholding taxes under Options or Stock Appreciation Rights, or (z) Shares repurchased on the open market with the proceeds of an Option exercise; and

(i) In the event that the Committee determines that any dividend or other distribution (whether in the form of cash, Shares, or other securities), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, or other similar corporate transaction or event constitutes an equity restructuring transaction, as that term is defined in Accounting Standards Codification Topic 718 (or any successor thereto) or otherwise affects the Shares, then the Committee may adjust the following in a manner that is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan:

(ii) ADJUSTMENTS OF AWARDS ON CERTAIN ACQUISITIONS. In the event that a company acquired by the Company or any Affiliate or with which the Company or any Affiliate combines has shares available under a pre-existing plan approved by its shareholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other formula used in such transaction to determine the consideration payable to the holders of common stock of such acquired company) may be used for similar Awards under the Plan and shall not reduce the Shares authorized for issuance or transfer under the Plan; provided that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not Employees or Directors prior to such acquisition or combination.

(c) NON-EMPLOYEE DIRECTOR LIMITS. Notwithstanding anything to the contrary herein, no non-Employee Director shall receive in excess of $600,000 of compensation in any calendar year, determined by adding (i) all cash compensation to such non-Employee Director and (ii) the Fair Market Value of all Awards granted to such non-Employee Director in such calendar year, based on the Fair Market Value of such Awards on the Grant Date (as determined in a manner consistent with that used for non-Employee Director compensation for proxy statement disclosure purposes in the year in which the Award occurs); provided, however, the Board may make exceptions to this limit for individual non-Employee Directors in extraordinary circumstances, so long as this paragraph would not be violated if the $600,000 figure were instead $750,000, as the Board may determine in its sole discretion, provided that the non-Employee Director receiving such additional compensation may not participate in the decision to award such compensation or in other contemporaneous compensation decisions involving non-Employee Directors.

(i) EXERCISE PRICE. The purchase price per Share purchasable under an Option shall be determined by the Committee; provided, however, and except as provided in Section 4(b), that such purchase price shall not be less than (A) 100% of the Fair Market Value of a Share on the date of grant of such Option or (B) if the Person to whom an Incentive Stock Option is granted is a 10% Shareholder on the date of grant, the exercise price shall be not less than 110% of the Fair Market Value on the date the Incentive Stock Option is granted. However, an Incentive Stock Option may be granted with an exercise price lower than that set forth in the preceding sentence if such Incentive Stock Option is granted pursuant to an assumption or substitution for another option in a manner satisfying the provisions of Section 424 of the Code or if the Award is designated as a “Section 409A Award” and has either a fixed exercise date or a fixed delivery date.

(iii) TIME AND METHOD OF EXERCISE. The Committee shall establish in the applicable Award Agreement the time or times at which an Option may be exercised in whole or in part, and the method or methods by which, and the form or forms, including, without limitation, cash, Shares, or other Awards, or any combination thereof, having a Fair Market Value on the exercise date equal to the relevant exercise price, in which, payment of the exercise price with respect thereto may be made or deemed to have been made. The Company shall not be required to deliver Shares pursuant to the exercise of an Option and the Option will be deemed unexercised until the Company has received sufficient funds or value to cover the full exercise price due and all applicable withholding obligations. The Committee may in its sole discretion set forth in an Award Agreement that a Participant may exercise an unvested Option, in which case the Shares then issued shall be restricted Shares having the same vesting restrictions as the unvested Option.

(iv) TERMINATION OF CONTINUOUS SERVICE. The Committee may set forth in the applicable Award Agreement, or a severance agreement, employment agreement, service agreement or severance plan, the terms and conditions by which an Option is exercisable, if at all, after the date of a Participant’s termination of Continuous Service. The Committee may waive or modify these provisions at any time. To the extent that a Participant is not entitled to exercise an Option on the date of a Participant’s termination of Continuous Service, or if the Participant (or other Person entitled to exercise the Option) does not exercise the Option within the time and as specified in the Award Agreement or below (as applicable), the Option shall terminate. Notwithstanding the foregoing, if the Company has a contingent contractual obligation to provide for accelerated vesting or extended exercisability after termination of a Participant’s Continuous Service, such Options shall not terminate at the time they otherwise would terminate but instead shall remain outstanding, but unexercisable, until the maximum contractual time for determining whether such contingency will occur, and terminate at such time if the contingency has not then occurred; provided that no such extension shall cause an Option to be exercisable after the 10-year anniversary of its Grant Date or the date such Option otherwise would have terminated had the Participant remained in Continuous Service.


(II) Retirement of the Participant.			All unvested Options shall immediately expire effective on the date of termination of the Participant’s Continuous Service. All vested and unexercised Options shall expire six (6) months after the date of termination of the Participant’s Continuous Service.

(III) Disability or Death of the Participant during Continuous Service (in either case unless Reason I applies).			All unvested Options shall immediately expire effective as of the date of termination of the Participant’s Continuous Service, and all vested and unexercised Options shall expire 12 months after such termination.

(IV) Any other reason.			All unvested Options shall immediately expire effective on the date of termination of the Participant’s Continuous Service. All vested Options, to the extent unexercised, shall expire effective 90 days after the date of termination of the Participant’s Continuous Service.

(vii) NON-EXEMPT EMPLOYEES. An Option granted to an Employee who is non-exempt for purposes of the Fair Labor Standards Act of 1938, as amended, will not be first exercisable for any Shares until at least twelve (12) months after the Grant Date of the Option. Notwithstanding the foregoing, consistent with the provisions of the Worker Economic Opportunity Act, the vested portion of any Options may be exercised earlier than twelve (12) months after the Grant Date: (A) if the non-exempt Employee dies or suffers a Disability; (B) in connection with a corporate transaction in which the Option is not assumed, continued, or substituted; (C) on a Change in Control; or (D) on the Participant’s retirement (as may be defined in the Participant’s Award Agreement or other agreement with the Company, or, if no such definition, in accordance with the Company’s then current employment policies and guidelines). The foregoing provision is intended to operate so that any income derived by a non-exempt Employee in connection with the exercise or vesting of an Option will be exempt from his or her regular rate of pay.

(viii) INCENTIVE STOCK OPTIONS. By law, only Employees are eligible to receive Incentive Stock Options. The terms of any Incentive Stock Option granted under the Plan shall be designed to comply in all respects with the provisions of Section 422 of the Code, or any successor provision thereto, and any regulations promulgated thereunder. Notwithstanding anything in this Section 6(a) to the contrary, Options designated as Incentive Stock Options shall not be eligible for treatment under the Code as Incentive Stock Options (and will be deemed to be Non-Qualified Stock Options) to the extent that either (A) the aggregate Fair Market Value of Shares (determined as of the time of grant) with respect to which such Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any subsidiary) exceeds $100,000, taking Options into account in the order in which they were granted, or (B) such Options otherwise remain

(f) OTHER STOCK-BASED AWARDS. The Committee is authorized to grant to Participants such other Awards that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Shares (including, without limitation, securities convertible into Shares), as are deemed by the Committee to be consistent with the purposes of the Plan, provided, however, that such grants must comply with Applicable Law. Subject to the terms of the Plan and any applicable Award Agreement, the Committee shall determine the terms and conditions of such Awards. Shares or other securities delivered pursuant to a purchase right granted under this Section 6(f) shall be purchased for such consideration, as the Committee shall determine, the value of which consideration, as established by the Committee, and except as provided in Section 4(b), shall not be less than the Fair Market Value of such Shares or other securities as of the date such purchase right is granted.

(iv) LIMITS ON TRANSFER OF AWARDS. Except as provided by the Committee, no Award and no right under any such Award, shall be assignable, alienable, saleable, or transferable by a Participant otherwise than by will or by the laws of descent and distribution provided, however, that, if so determined by the Committee, a Participant may, in the manner established by the Committee, designate a beneficiary or beneficiaries to exercise the rights of the Participant with respect to any Award on the death of the Participant. Each Award, and each right under any Award, shall be exercisable, during the Participant’s lifetime, only by the Participant or, if permissible under Applicable Law, by the Participant’s guardian or legal representative. No Award and no right under any such Award, may be pledged, alienated, attached, or otherwise encumbered, and any purported pledge, alienation, attachment, or encumbrance thereof shall be void and unenforceable against the Company or any Affiliate.

(v) CONDITIONS AND RESTRICTIONS ON SECURITIES SUBJECT TO AWARDS. The Committee may provide that the Shares issued on exercise of an Option or Stock Appreciation Right or otherwise subject to or issued under an Award shall be subject to such further agreements, restrictions, conditions or limitations as the Committee in its discretion may specify prior to the exercise of such Option or Stock Appreciation Right or the grant, vesting or settlement of such Award, including without limitation, conditions on vesting or transferability and forfeiture or repurchase provisions or provisions on payment of taxes arising in connection with an Award. Without limiting the foregoing, such restrictions may address the timing and manner of any re-sales by the Participant or other subsequent transfers by the Participant of any Shares issued under an Award, including without limitation: (A) restrictions under an insider trading policy or pursuant to Applicable Law, (B) restrictions designed to delay and/or coordinate the timing and manner of sales by Participant and holders of other Company equity compensation arrangements, (C) restrictions as to the use of a specified brokerage firm for such re-sales or other transfers and (D) provisions requiring Shares to be sold on the open market or to the Company in order to satisfy tax withholding or other obligations. The Committee shall include in any Award Agreement any claw back or forfeiture provisions required by Applicable Law. The Committee also may include in any Award Agreement provisions providing for forfeiture of the Award or requiring the Participant to return the Shares underlying the Award to the Company in the event the Participant engages in specified behavior that is adverse to the Company’s interests, including after termination of his or her service relationship with the Company, such as for competing with the Company, soliciting its Employees, or breaching a written agreement with the Company.

amount of the realized gains shall be the difference between the amount (if any) paid by the Participant and the fair market value of the Shares on the date such Shares were delivered to the Participant. Participant agrees to pay immediately upon demand these amounts to the Company. In lieu of requiring payment of the realized gains upon violation of the terms of this Section 6(g)(vii), the Company, may in its sole discretion as exercised by the Committee, choose to buy back the applicable Shares at the stated exercise price as set forth in the applicable Award Agreement, or, if none, $.01 per Share, and Participant agrees to take all actions necessary to effectuate such buy back. If the Company is required to bring an arbitration or other legal or equitable action in order to enforce the provisions and remedies of this Section 6(g)(vii), and if the Company prevails in such arbitration or other action, the Participant shall be required to reimburse the Company for its reasonable costs and attorneys’ fees expended in pursuing such arbitration or other action.

(viii) MINIMUM VESTING. Notwithstanding any other provision of the Plan to the contrary, no Award (or portion thereof) granted hereunder shall vest earlier than the first anniversary of the Grant Date; provided, however, that the foregoing shall not apply to: (A) substitute awards issued by the Company in connection with an acquisition or other corporate transaction; (B) Awards delivered in lieu of fully-vested cash awards or payments; (C) Awards delivered in lieu of cash compensation otherwise payable to a non-employee Director, where such Director has elected to receive an Award in lieu of such cash compensation; (D) Awards granted to non-employee Directors for which the vesting period runs from the date of one annual meeting of the Company’s shareholders to the next annual meeting of the Company’s shareholders and which is at least 50 weeks after the immediately preceding year’s annual meeting; or (E) any other Awards that result in the issuance of an aggregate of up to 5% of the Share Reserve. In addition, the Committee may provide that such one-year vesting restrictions may lapse or be waived upon the Participant’s termination of Continuous Service and/or in connection with a Change in Control.

(b) WITHHOLDING. The Company or any Affiliate shall be authorized to withhold from any Award granted or any payment due or transfer made under any Award or under the Plan the amount (in cash, Shares, other securities, or other Awards) of withholding taxes due in respect of an Award, its exercise, or any payment or transfer under such Award or under the Plan and to take such other action as may be necessary in the opinion of the Company or Affiliate to satisfy statutory withholding obligations for the payment of such taxes. Notwithstanding any provision of this Plan or an Award Agreement to the contrary, Participants are solely responsible and liable for the satisfaction of all taxes and penalties that may arise in connection with Awards, and neither the Company, nor any Affiliate, nor any of their employees, directors, or agents, shall have any duty or obligation to mitigate, minimize, indemnify, or to otherwise hold any Participant harmless from any or all of such tax consequences. The Company’s obligation to deliver Shares (or to pay cash or other consideration) to Participants pursuant to Awards is at all times subject to such Participant’s prior or coincident satisfaction of all withholding taxes.

(j) COMPLIANCE WITH THE CODE. Except to the extent specifically provided otherwise by the Committee, Awards under the Plan are intended to satisfy the requirements of Section 409A of the Code so as to avoid the imposition of any additional taxes or penalties under Section 409A of the Code. If the Committee determines that an Award, Award Agreement, payment, distribution, deferral election, transaction or any other action or arrangement contemplated by the provisions of the Plan would, if undertaken, cause a Participant to become subject to any additional taxes or other penalties under Section 409A of the Code, or adverse tax consequences under another Code provision, then unless the Committee specifically provides otherwise, such Award, Award Agreement, payment, distribution, deferral election, transaction or other action or arrangement shall not be given effect to the extent it causes such result and the related provisions of the Plan and/or Award Agreement will be deemed modified, or, if necessary, suspended in order to comply with the requirements of Section 409A of the Code or another Code provision to the extent determined appropriate by the Committee, in each case without the consent of or notice to the Participant. Notwithstanding the foregoing or any provision of the Plan or an Award Agreement to the contrary, Participants shall be solely responsible for the satisfaction of any taxes or interest or other consequence, that may arise pursuant to Awards (including taxes arising under Code Section 409A), and neither the Company nor the Committee nor anyone other than the Participant, his or her estate or beneficiaries, shall have any obligation whatsoever to pay such taxes or interest or to otherwise indemnify or hold any Participant harmless from any or all of such taxes.

(l) AWARDS TO NON-U.S. EMPLOYEES. The Committee shall have the power and authority to determine which Affiliates shall be covered by this Plan and which employees outside the U.S. shall be eligible to participate in the Plan. The Committee may adopt, amend or rescind rules, procedures or sub-plans relating to the operation and administration of the Plan to accommodate the specific requirements of local laws, procedures, and practices. Without limiting the generality of the foregoing, the Committee is specifically authorized to adopt rules, procedures and sub-plans with provisions that limit or modify rights on death, Disability or Retirement or on termination of Continuous Service; available methods of exercise or settlement of an Award; payment of income, social insurance contributions and payroll taxes; and the withholding procedures and handling of any stock certificates or other indicia of ownership which vary with local requirements. The Committee may also adopt rules, procedures or sub-plans applicable to particular Affiliates or locations.

(m) DATA PRIVACY. As a condition of receipt of any Award, each Participant explicitly and unambiguously consents to the collection, use, and transfer, in electronic or other form, of personal data as described in this section by and among, as applicable, the Company and its Affiliates for the exclusive purpose of implementing, administering, and managing this Plan and Awards and the Participant’s participation in this Plan. In furtherance of such implementation, administration, and management, the Company and its Affiliates may hold certain personal information about a Participant with respect to one or more Awards under the Plan, including, but not limited to, the Participant’s name, home address, telephone number, date of birth, social security or insurance number or other identification number, salary, nationality, job title(s), information regarding any securities of the Company or any of its Affiliates, and details of all Awards (the “Data”). In addition to transferring the Data amongst themselves as necessary for the purpose of implementation, administration, and management of this Plan and Awards and the Participant’s participation in this Plan, the Company and its Affiliates each may transfer the Data

to any third parties assisting the Company in the implementation, administration, and management of this Plan and Awards and the Participant’s participation in this Plan. Recipients of the Data may be located in the Participant’s country or elsewhere, and the Participant’s country and any given recipient’s country may have different data privacy laws and protections. By accepting an Award, each Participant authorizes such recipients to receive, possess, use, retain, and transfer the Data, in electronic or other form, for the purposes of assisting the Company in the implementation, administration, and management of this Plan and Awards and the Participant’s participation in this Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom the Company or the Participant may elect to deposit any Shares. A Participant may, at any time, view the Data held by the Company with respect to such Participant, request additional information about the storage and processing of the Data with respect to such Participant, recommend any necessary corrections to the Data with respect to the Participant, or refuse or withdraw the consents herein in writing, in any case without cost, by contacting such Participant’s local human resources representative. The Company may cancel the Participant’s eligibility to participate in this Plan, and in the Committee’s discretion, the Participant may forfeit any outstanding Awards if the Participant refuses or withdraws the consents described herein. For more information on the consequences of refusal to consent or withdrawal of consent, Participants may contact their local human resources representative.

This amended and restated Plan shall be effective as of the Restatement Effective Date. This amended and restated Plan shall be submitted for stockholder approval prior to January 26, 2023. Awards may be granted or awarded prior to such stockholder approval of this Plan; provided that no Shares shall be issued upon the exercise, vesting, distribution or payment of any such Awards prior to the time when the Plan is approved by the Company’s stockholders; and, provided, further, that if such approval has not been obtained at the end of said 12-month period, all Awards previously granted or awarded out of the increase to the share reserve pursuant to the January 2022 Amendment or under the Plan after the Restatement Effective Date and subject to stockholder approval shall thereupon be cancelled and become null and void. If such stockholder approval is not obtained within such 12-month period, the January 2022 Amendment, this amended and restated Plan, and all Awards


☐			Preliminary Proxy Statement

☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒			Definitive Proxy Statement

☐			Definitive Additional Materials

☐			Soliciting Material under § 240.14a-12


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☐			Fee paid previously with preliminary materials

☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


Name and Address of Beneficial Owner	Shares of Common Stock Beneficially Owned	Percent of Common Stock Outstanding
BlackRock, Inc. (1)	15,854,728	8.85%
55 East 52nd Street New York, NY 10055
Hanmi Pharmaceutical Co., Ltd. (2)	15,332,331	8.56%
14 Wiryeseong-daero, Songpa-gu Seoul, 05545 Republic of Korea
Armistice Capital, LLC (3)	9,665,756	5.40%
510 Madison Ave. 7th Floor New York, NY 10022
The Vanguard Group (4)	9,492,321	5.30%
100 Vanguard Blvd. Malvern, PA 19355


Annual Retainer (All)			$65,000
Additional Annual Retainer for Chairman of the Board			$30,000
Additional Annual Retainer for Audit Committee Chairperson			$20,000
Additional Annual Retainer for Compensation Committee Chairperson			$20,000
Additional Annual Retainer for Nominating and Corporate Governance Committee Chairperson(1)			$10,000
Additional Annual Retainer for Audit Committee Member			$10,000
Additional Annual Retainer for Compensation Committee Member(2)			$7,500
Additional Annual Retainer for Nominating and Corporate Governance Committee Member(3)			$5,000


Name	Fees Earned or Paid in Cash ($)	Stock Awards(1) ($)	Option Awards(2) ($)	Total ($)
William L. Ashton	112,500	61,248	193,384	367,132
Nora E. Brennan	54,167	61,248	193,384	308,799
Seth H.Z. Fischer	83,750	61,248	193,384	338,382
Jeffrey L. Vacirca(3)	92,500	61,248	193,384	347,132
Dolatrai M. Vyas(4)	86,250	61,248	193,384	340,882
Bernice R. Welles(5)	90,000	61,248	193,384	344,632


Sincerely,

Thomas J. Riga
President and Chief Executive Officer


			Page
Questions and Answers About the Annual Meeting and Voting			1
Security Ownership of Certain Beneficial Owners, Executive Officers and Directors			10
Executive Officers			12
Proposal 1 — Election of Directors			14
Director Compensation			19
Non-Employee Director Fees			19
Non-Employee Director Compensation			20
Number of Options and Restricted Stock Awards Held by Non-Employee Directors at Fiscal Year-End 2021			21
Proposal 2 — Advisory Vote on the Compensation of Our Named Executive Officers			22
Proposal 3 - Amended and Restated Spectrum Pharmaceuticals, Inc. 2018 Long-Term Incentive Plan			24
Proposal 4 - Ratification of Selection of Independent Registered Public Accounting Firm			39
Corporate Governance Practices			42
Corporate Governance Guidelines			42
Codes of Business Conduct and Ethics			43
Environmental, Social and Governance (“ESG”) Matters			43
Board Leadership Structure			45
Board Composition and Diversity			47
Board Independence			50
Board Evaluation Process			50
Director Attendance at Meetings			50
CEO and Executive Succession Planning			51
Committees of the Board			51
Board/Committee Primary Areas of Risk Oversight			53
Communications with the Board			54
Anti-Hedging Policy			54
Report of the Audit Committee			55
Compensation Discussion and Analysis			56
Named Executive Officers			56
Executive Summary			56
Compensation Governance and Pay Principles			57
Compensation Philosophy and Objectives			58
Governance of Executive Compensation Program			60
Peer Group Companies			61
Key Elements of Executive Compensation			62
Risk Assessment of Compensation Policies and Practices			68
Executive Compensation Tables			69
Summary Compensation Table			69
Grants of Plan-Based Awards in 202 1			70
Outstanding Equity Awards at Fiscal Year-End 202 1			71
Options/SARs Exercised and Stock Vested in 202 1			74
Nonqualified Deferred Compensation Plan			75


			Page
Employment, Severance and Change in Control Agreements			76
Potential Payments upon Termination or Following a Change in Control			77
Chief Executive Officer vs. Median Employee Pay Ratio			79
Report of the Compensation Committee			80
Equity Compensation Plan Information			80
Compensation Committee Interlocks and Insider Participation			81
Delinquent Section 16(a) Reports			81
Certain Relationships and Related Transactions			81
Transactions with Related Parties			81
Policy on the Review, Approval or Ratification of Transactions with Related Persons			81
Other Matters			82
Appendix A			83


			Thomas J. Riga
			President and Chief Executive Officer			Information regarding Mr. Riga is provided in this Proxy Statement under “Proposal 1 – Election of Directors”.


Name	Stock Options (Vested and Unvested) (#)	Restricted Stock Awards (Unvested) (#)
William L. Ashton	174,471	14,277
Nora E. Brennan	97,804	14,277
Seth H.Z. Fischer	132,804	14,277
Jeffrey L. Vacirca	162,311	14,277
Dolatrai M. Vyas	277,804	14,277
Bernice R. Welles	167,804	14,277



Name or Group	Number of Shares Underlying RSAs/RSUs Granted (#)	Number of Shares Underlying Options/Stock-Settled SARs Granted (#)
Thomas J. Riga President and Chief Executive Officer	391,869	2,213,752
Kurt A. Gustafson Former Executive Vice President and Chief Financial Officer	—	1,155,868
Francois J. Lebel, M.D. Executive Vice President and Chief Medical Officer	152,969	642,508
Keith M. McGahan Executive Vice President, Chief Legal Officer and Corporate Secretary	127,934	682,308
Joseph W. Turgeon Former President and Chief Executive Officer	—	2,292,635
All Current Executive Officers as a Group (3 persons)	672,772	3,538,568
All Current Non-Employee Directors as a Group (7 persons)	85,662	1,012,998
Current Director Nominees (Other than Thomas J. Riga):
William L. Ashton	14,277	174,471
Brittany K. Bradrick	—	—
Seth H.Z. Fischer	14,277	132,804
Juhyun Lim	4,759	22,601


	Year Ended December 31,
	2021	2020
Audit Fees	$504,073	$861,000
Audit-Related Fees	$130,550	$21,600
Tax Fees	$336,057	$249,467
Total	$970,680	$1,132,067


Independent Director(1)	Audit	Compensation	Nominating and Corporate Governance
William L. Ashton	Member		Member
Nora E. Brennan	Chair	Member
Seth H.Z. Fischer	Member	Member
Jeffrey L. Vacirca		Chair	Member
Dolatrai M. Vyas		Member	Member
Bernice R. Welles	Member		Chair


Name			Title
Thomas J. Riga(1)			President, Chief Executive Officer and Director
Francois J. Lebel, M.D.			Executive Vice President and Chief Medical Officer
Keith M. McGahan			Executive Vice President, Chief Legal Officer and Corporate Secretary
Kurt A. Gustafson(2)			Former Executive Vice President and Chief Financial Officer (Principal Financial Officer)
Joseph W. Turgeon(3)			Former President and Chief Executive Officer


Agenus Inc.			Eagle Pharmaceuticals, Inc.
Akebia Therapeutics, Inc.			Epizyme, Inc.
Athenex, Inc.			G1 Therapeutics, Inc.
AVEO Pharmaceuticals, Inc.			Heron Therapeutics, Inc.
BioXcel Therapeutics, Inc.			Karyopharm Therapeutics, Inc.
Chimerix, Inc.			MarcoGenics, Inc.
Clovis Oncology, Inc.			Omeros Corporation
Corcept Therapeutics Incorporated			Puma Biotechnology, Inc.
CTI BioPharma Corp.			Viela Bio, Inc.(1)
CytoDyn Inc.			Y-mAbs Therapeutics, Inc.


	Base Salary
Executive	2020	2021
Thomas J. Riga	$550,000	$550,000
Kurt A. Gustafson	$540,000	$540,000
Francois J. Lebel, M.D.	$540,000	$540,000
Keith M. McGahan	$500,000	$540,000
Joseph W. Turgeon	$750,000	$750,000


	Target
Executive	2020	2021
Thomas J. Riga	60% of base salary	70% of base salary
Kurt A. Gustafson	50% of base salary	50% of base salary
Francois J. Lebel, M.D.	50% of base salary	50% of base salary
Keith M. McGahan	50% of base salary	50% of base salary
Joseph W. Turgeon	70% of base salary	70% of base salary


Name	2021 Target Cash Bonus (as a Percentage of 2021 Base Salary)	2021 Actual Cash Bonus
Thomas J. Riga	$455,000 (70%)	$364,000
Kurt A. Gustafson	$270,000 (50%)	$216,000
Francois J. Lebel, M.D.	$270,000 (50%)	$216,000
Keith M. McGahan	$270,000 (50%)	$216,000


	STOCK AWARDS
Name	Number of Shares Acquired on Vesting (#)	Date of Vesting	Value Realized on Vesting ($)(1)
Thomas J. Riga	33,333	1/15/2021	126,332
	16,667	2/18/2021	61,168
	62,761	3/12/2021	245,396
	7,500	5/12/2021	23,400
Kurt A. Gustafson	6,481	1/15/2021	24,563
	13,333	2/18/2021	48,932
	54,393	3/12/2021	212,677
Francois J. Lebel, M.D.	62,761	3/12/2021	245,396
	3,417	4/1/2021	11,139
	16,667	6/21/2021	71,168
	20,000	11/5/2021	48,400
Keith M. McGahan	8,333	2/8/2021	31,749
	13,333	2/18/2021	48,932
	54,393	3/12/2021	212,677
	7,333	3/30/2021	22,732
	1,750	5/12/2021	5,460
	15,000	6/18/2021	65,100
Joseph W. Turgeon	12,963	1/15/2021	49,130
	25,000	2/18/2021	91,750
	94,142	3/12/2021	368,095
	150,000(2)	12/30/2021	202,500
	25,000(2)	12/30/2021	33,750
	188,285(2)	12/30/2021	254,185
	278,090(2)	12/30/2021	375,422


Name	Executive Contributions in 2021 ($)(1)	Company Contributions in 2021 ($)(2)	Aggregate Earnings/(Losses) in 2021 ($)	Aggregate Withdrawals/ Distributions in 2021 ($)	Aggregate Balance as of 12/31/2021 (inclusive of 2021 and earlier activity) ($)(3)
Thomas J. Riga	66,000	33,000	157,075	(373,941)	887,907
Kurt A. Gustafson	54,000	27,000	384,196	—	2,773,435
Francois J. Lebel, M.D	162,000	81,000	99,582	—	772,599
Keith M. McGahan	20,000	10,000	16,680	(61,589)	114,064
Joseph W. Turgeon	165,000	82,500	59,145	(397,002)	995,509



Respectfully Submitted,

Compensation Committee

Jeffrey L. Vacirca, M.D. (Chair)
Nora E. Brennan
Seth H.Z. Fischer
Dolatrai M. Vyas



Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, SARs, Warrants and Rights (a)	Weighted-average Exercise Price of Options, SARs and Rights (b)		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders(1)	8,966,723	$	2.94	4,447,273
Equity compensation plans not approved by security holders	—	—		—
Employee Stock Purchase Plan approved by security holders(2)	—	—		8,155,567
Total	8,966,723	$	2.94	12,602,840


Reason for Terminating Continuous Service			Option Termination Date
(I) By the Company for Cause, or what would have been Cause if the Company had known all of the relevant facts, or due to Participant’s material breach of his or her unexpired employment agreement or independent contractor agreement with the Company.			All Options, whether or not vested, shall immediately expire effective on the date of termination of the Participant’s Continuous Service, or when Cause first existed if earlier.