Radius Health, Inc.
Radius Health, Inc. (Form: DEF 14A, Received: 04/12/2016 17:23:43)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No.                )

Filed by the Registrant ý                              Filed by a Party other than the Registrant  o

Check the appropriate box:

o   Preliminary Proxy Statement

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

ý

 

Definitive Proxy Statement

o

 

Definitive Additional Materials

o

 

Soliciting Material Pursuant to §240.14a-12

 

RADIUS HEALTH, INC.

(Name of Registrant as Specified in its Charter)

 

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Fee paid previously with preliminary materials:

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Table of Contents

LOGO

   
   
   
  
  
  
  

  

       Radius Health, Inc.    
         

 

 

PROXY
STATEMENT

 

 
         

 

 

Annual Meeting of Stockholders

 

 
   


















 
   
    May 24, 2016
10:00 a.m. (Eastern Time)
   

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LOGO

   
   
   
   
  

RADIUS HEALTH, INC.
950 WINTER STREET, WALTHAM, MASSACHUSETTS 02451

April 12, 2016

To Our Stockholders:

You are cordially invited to attend the 2016 Annual Meeting of Stockholders of Radius Health, Inc. at 10:00 a.m. local time, on May 24, 2016, at the offices of Latham & Watkins LLP, 200 Clarendon Street, 27 th  Floor, Boston, Massachusetts 02116.

The Notice of Meeting and Proxy Statement on the following pages describe the matters to be presented at the Annual Meeting.

Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. Therefore, I urge you to promptly vote and submit your proxy by phone, via the Internet, or, if you received paper copies of these materials, by signing, dating, and returning the enclosed proxy card in the enclosed envelope, which requires no postage if mailed in the United States. If you have previously received our Notice of Internet Availability of Proxy Materials, then instructions regarding how you can vote are contained in that notice. If you have received a proxy card, then instructions regarding how you can vote are contained on the proxy card. If you decide to attend the Annual Meeting, you will be able to vote in person, even if you have previously submitted your proxy.

Thank you for your support.

Sincerely,

SIGNATURE

Robert E. Ward
President and Chief Executive Officer

2016 Proxy Statement Radius Health, Inc.           


Table of Contents

Notice of Annual Meeting of Stockholders

   

Proxy Statement

 
1

Directions to the Annual Meeting

  1

Proposals

  1

Recommendations of the Board

  2

Information About This Proxy Statement

  2

Questions and Answers About the 2016 Annual Meeting of Stockholders

 
3

Proposal 1: Election of Directors

 
7

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm

 
12

Report of the Audit Committee of the Board of Directors

 
13

Independent Registered Public Accounting Firm Fees and Other Matters

 
14

Proposal 3: Advisory Vote on the Compensation of Our Named Executive Officers

 
15

Proposal 4: Approval of Amendment and Restatement of 2011 Equity Incentive Plan

 
16

Proposal 5: Approval of Employee Stock Purchase Plan

 
28

Executive Officers

 
33

Executive Officers

  33

Corporate Governance

 
35

General

  35

Board Composition

  35

Director Independence

  35

Director Candidates

  35

Communications from Stockholders

  36

Board Leadership Structure and Role in Risk Oversight

  36

Code of Ethics

  37

Attendance by Members of the Board of Directors at Meetings

  37

Executive Sessions

  37
2016 Proxy Statement Radius Health, Inc.

Table of Contents continued

Committees of the Board

  38

Audit Committee

  38

Compensation Committee

  39

Nominating and Corporate Governance Committee

  39

Strategy Committee

  40

Executive Compensation

 
41

Director Compensation

 
55

Compensation Committee Report

 
57

Security Ownership of Certain Beneficial Owners and Management

 
58

Certain Relationships

 
61

Section 16(a) Beneficial Ownership Reporting Compliance

 
62

Compensation Committee Interlocks and Insider Participation

 
63

Stockholders' Proposals

 
64

Other Matters

 
64

Solicitation of Proxies

 
65

Radius's Annual Report on Form 10-K

 
66

Exhibit A: Radius Health, Inc. 2011 Equity Incentive Plan (as Amended and Restated)

 
A-1

Exhibit B: Radius Health, Inc. 2016 Employee Stock Purchase Plan

 
B-1
2016 Proxy Statement Radius Health, Inc.

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Notice of Annual Meeting of Stockholders
To Be Held May 24, 2016

LOGO

RADIUS HEALTH, INC.
950 WINTER STREET, WALTHAM, MASSACHUSETTS 02451

The Annual Meeting of Stockholders (the "Annual Meeting") of Radius Health, Inc., a Delaware corporation (the "Company"), will be held at the offices of Latham & Watkins LLP, 200 Clarendon Street, 27 th  Floor, Boston, Massachusetts 02116, on May 24, 2016, at 10:00 a.m. local time, for the following purposes:


NUMBER 1
  To elect Alan H. Auerbach, Catherine J. Friedman, Ansbert K. Gadicke, M.D., and Jean-Pierre Garnier as Class II Directors to serve until the 2019 Annual Meeting of Stockholders, and until their respective successors shall have been duly elected and qualified;

NUMBER 2
  To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016;

NUMBER 3
  To approve, on an advisory basis, the compensation of our named executive officers;

NUMBER 4
  To approve our Amended and Restated 2011 Equity Incentive Plan to, among other things, increase the number of shares available by 3,700,000 shares;

NUMBER 5
  To approve our Employee Stock Purchase Plan; and

NUMBER 6
  To transact such other business as may properly come before the Annual Meeting or any continuation, postponement, or adjournment of the Annual Meeting.

Holders of record of our Common Stock at the close of business on March 29, 2016 are entitled to notice of and to vote at the Annual Meeting, or any continuation, postponement or adjournment of the Annual Meeting. A complete list of these stockholders will be open to the examination of any stockholder at our principal executive offices at 950 Winter Street, Waltham, Massachusetts 02451 for a period of ten days prior to the Annual Meeting. The Annual Meeting may be continued or adjourned from time to time without notice other than by announcement at the Annual Meeting.

It is important that your shares be represented regardless of the number of shares you may hold. Whether or not you plan to attend the Annual Meeting in person, we urge you to vote your shares via the toll-free telephone number or over the Internet, as described in the enclosed materials. If you received a copy of the proxy card by mail, you may sign, date and mail the proxy card in the enclosed return envelope. Promptly voting your shares will ensure the presence of a quorum at the Annual Meeting and will save us the expense of further solicitation. Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting if you desire to do so, as your proxy is revocable at your option.

By Order of the Board of Directors    


SIGNATURE

 

 

B. Nicholas Harvey, Secretary

 

 

Waltham, Massachusetts
April 12, 2016

 

 
2016 Proxy Statement Radius Health, Inc.           


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Proxy Statement

RADIUS HEALTH, INC.
950 WINTER STREET, WALTHAM, MASSACHUSETTS, 02451

This proxy statement is furnished in connection with the solicitation by the Board of Directors of Radius Health, Inc. of proxies to be voted at our Annual Meeting of Stockholders to be held on May 24, 2016 (the "Annual Meeting"), at the offices of Latham & Watkins LLP, 200 Clarendon Street, 27 th  Floor, Boston, Massachusetts 02116, at 10:00 a.m. local time, and at any continuation, postponement, or adjournment of the Annual Meeting. Holders of record of shares of Common Stock, $0.0001 par value ("Common Stock"), at the close of business on March 29, 2016 (the "Record Date"), will be entitled to notice of and to vote at the Annual Meeting and any continuation, postponement, or adjournment of the Annual Meeting. As of the Record Date, there were approximately 43,014,243 shares of Common Stock issued and outstanding and entitled to vote at the Annual Meeting. Each share of Common Stock is entitled to one vote on any matter presented to stockholders at the Annual Meeting.

This proxy statement and the Company's Annual Report to Stockholders for the fiscal year ended December 31, 2015 (the "2015 Annual Report") will be released on or about April 12, 2016 to our stockholders on the Record Date.

In this proxy statement, "we," "us," "our," the "Company" and "Radius" refer to Radius Health, Inc. We were incorporated in Delaware on February 4, 2008 under the name MPM Acquisition Corp. In May 2011, we entered into a reverse merger transaction, or the Merger, with our predecessor, Radius Health, Inc., a Delaware corporation formed on October 3, 2003, or the Former Operating Company. Pursuant to the Merger, the Former Operating Company became a wholly-owned subsidiary of ours. Immediately following the Merger, we merged the Former Operating Company with and into us, and we assumed the business of the Former Operating Company and changed our name to "Radius Health, Inc."

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 24, 2016

This Proxy Statement and our 2015 Annual Report to Stockholders are available at http://www.proxyvote.com/

DIRECTIONS TO THE ANNUAL MEETING

Directions to the Annual Meeting are available by calling 617-551-4000.

PROPOSALS

At the Annual Meeting, our stockholders will be asked:

NUMBER 1   To elect Alan H. Auerbach, Catherine J. Friedman, Ansbert K. Gadicke, M.D., and Jean-Pierre Garnier as Class II Directors to serve until the 2019 Annual Meeting of Stockholders, and until their respective successors shall have been duly elected and qualified;
NUMBER 2   To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016;
NUMBER 3   To approve, on an advisory basis, the compensation of our named executive officers;
NUMBER 4   To approve our Amended and Restated 2011 Equity Incentive Plan to, among other things, increase the number of shares available by 3,700,000 shares;
NUMBER 5   To approve our Employee Stock Purchase Plan; and
NUMBER 6   To transact such other business as may properly come before the Annual Meeting or any continuation, postponement, or adjournment of the Annual Meeting.
2016 Proxy Statement Radius Health, Inc. 1

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We know of no other business that will be presented at the Annual Meeting. If any other matter properly comes before the stockholders for a vote at the Annual Meeting, however, the proxy holders named on the Company's proxy card will vote your shares in accordance with their best judgment.

RECOMMENDATIONS OF THE BOARD

The Board of Directors (the "Board") recommends that you vote your shares as indicated below. If you return a properly completed proxy card, or vote your shares by telephone or Internet, your shares of Common Stock will be voted on your behalf as you direct. If not otherwise specified, the shares of Common Stock represented by the proxies will be voted, and the Board of Directors recommends that you vote:

NUMBER 1   FOR the election of Alan H. Auerbach, Catherine J. Friedman, Ansbert K. Gadicke, M.D., and Jean-Pierre Garnier as Class II Directors;
NUMBER 2   FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016;
NUMBER 3   FOR the approval, on an advisory basis, of the compensation of our named executive officers;
NUMBER 4   FOR the approval of our Amended and Restated 2011 Equity Incentive Plan to, among other things, increase the number of shares available by 3,700,000 shares; and
NUMBER 5   FOR the approval of our Employee Stock Purchase Plan.

INFORMATION ABOUT THIS PROXY STATEMENT

Why you received this proxy statement.  You are viewing or have received these proxy materials because Radius's Board of Directors is soliciting your proxy to vote your shares at the Annual Meeting. This proxy statement includes information that we are required to provide to you under the rules of the Securities and Exchange Commission ("SEC") and that is designed to assist you in voting your shares.

Notice of Internet Availability of Proxy Materials.  As permitted by SEC rules, Radius is making this proxy statement and its 2015 Annual Report available to its stockholders electronically via the Internet. On or about April 12, 2016, we mailed to our stockholders a Notice of Internet Availability of Proxy Materials (the "Internet Notice") containing instructions on how to access this proxy statement and our 2015 Annual Report and vote online. If you received an Internet Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you specifically request them. Instead, the Internet Notice instructs you on how to access and review all of the important information contained in the proxy statement and 2015 Annual Report. The Internet Notice also instructs you on how you may submit your proxy over the Internet. If you received an Internet Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained on the Internet Notice.

Printed Copies of Our Proxy Materials.  If you received printed copies of our proxy materials, then instructions regarding how you can vote are contained on the proxy card included in the materials.

Householding.  The SEC's rules permit us to deliver a single Internet Notice or set of proxy materials to one address shared by two or more of our stockholders. This delivery method is referred to as "householding" and can result in significant cost savings. To take advantage of this opportunity, we have delivered only one Internet Notice or one set of proxy materials to multiple stockholders who share an address, unless we received contrary instructions from the impacted stockholders prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the Internet Notice or proxy materials, as requested, to any stockholder at the shared address to which a single copy of those documents was delivered. If you prefer to receive separate copies of the Internet Notice or proxy materials, contact Broadridge Financial Solutions, Inc. at (800) 542-1061 or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717.

If you are currently a stockholder sharing an address with another stockholder and wish to receive only one copy of future Internet Notices or proxy materials for your household, please contact Broadridge at the above phone number or address.

2016 Proxy Statement Radius Health, Inc. 2

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Questions and Answers about the 2016 Annual Meeting of Stockholders

WHO IS ENTITLED TO VOTE AT THE ANNUAL MEETING?

The Record Date for the Annual Meeting is March 29, 2016. You are entitled to vote at the Annual Meeting only if you were a stockholder of record at the close of business on that date, or if you hold a valid proxy for the Annual Meeting. Each outstanding share of Common Stock is entitled to one vote for all matters before the Annual Meeting. At the close of business on the Record Date, there were 43,014,243 shares of Common Stock issued and outstanding and entitled to vote at the Annual Meeting.

WHAT IS THE DIFFERENCE BETWEEN BEING A "RECORD HOLDER" AND HOLDING SHARES IN "STREET NAME"?

A record holder holds shares in his or her name. Shares held in "street name" means shares that are held in the name of a bank or broker on a person's behalf.

AM I ENTITLED TO VOTE IF MY SHARES ARE HELD IN "STREET NAME"?

Yes. If your shares are held by a bank or a brokerage firm, you are considered the "beneficial owner" of those shares held in "street name." If your shares are held in street name, these proxy materials are being provided to you by your bank or brokerage firm, along with a voting instruction card if you received printed copies of our proxy materials. As the beneficial owner, you have the right to direct your bank or brokerage firm how to vote your shares, and the bank or brokerage firm is required to vote your shares in accordance with your instructions. If your shares are held in street name, you may not vote your shares in person at the Annual Meeting unless you obtain a legal proxy from your bank or brokerage firm.

HOW MANY SHARES MUST BE PRESENT TO HOLD THE ANNUAL MEETING?

A quorum must be present at the Annual Meeting for any business to be conducted. The presence at the Annual Meeting, in person or by proxy, of the holders of a majority in voting power of the Common Stock issued and outstanding and entitled to vote on the Record Date will constitute a quorum.

WHO CAN ATTEND THE 2016 ANNUAL MEETING OF STOCKHOLDERS?

You may attend the Annual Meeting only if you are a Radius stockholder who is entitled to vote at the Annual Meeting, or if you hold a valid proxy for the Annual Meeting. If you plan to attend the Annual Meeting, you must call 617-551-4000 no later than 5:00 p.m. Eastern time on May 20, 2016 to have your name placed on the attendance list. In order to be admitted into the Annual Meeting, your name must appear on the attendance list and you must present government-issued photo identification (such as a driver's license). If your bank or broker holds your shares in street name, you will also be required to present proof of beneficial ownership of our Common Stock on the Record Date, such as the Internet Notice you received from your bank or broker, or a bank or brokerage statement or a letter from your bank or broker showing that you owned shares of our Common Stock at the close of business on the Record Date.

WHAT IF A QUORUM IS NOT PRESENT AT THE ANNUAL MEETING?

If a quorum is not present at the scheduled time of the Annual Meeting, (i) the chairperson of the Annual Meeting or (ii) a majority in voting power of the stockholders entitled to vote at the Annual Meeting, present in person or represented by proxy, may adjourn the Annual Meeting until a quorum is present or represented.

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QUESTIONS AND ANSWERS ABOUT THE 2016 ANNUAL MEETING OF STOCKHOLDERS

WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE INTERNET NOTICE OR MORE THAN ONE SET OF PROXY MATERIALS?

It means that your shares are held in more than one account at the transfer agent and/or with banks or brokers. Please vote all of your shares. To ensure that all of your shares are voted, for each Internet Notice or set of proxy materials, please submit your proxy by phone, via the Internet, or, if you received printed copies of the proxy materials, by signing, dating and returning the enclosed proxy card in the enclosed envelope.

HOW DO I VOTE?

We recommend that stockholders vote by proxy even if they plan to attend the Annual Meeting and vote in person. If you are a stockholder of record, there are three ways to vote by proxy:

Telephone and Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m., Eastern time, on May 23, 2016.

If your shares are held in street name through a bank or broker, you will receive instructions on how to vote from the bank or broker. You must follow their instructions in order for your shares to be voted. Telephone and Internet voting also may be offered to stockholders owning shares through certain banks and brokers. If your shares are not registered in your own name and you would like to vote your shares in person at the Annual Meeting, you should contact your bank or broker to obtain a legal proxy and bring it to the Annual Meeting in order to vote.

CAN I CHANGE MY VOTE AFTER I SUBMIT MY PROXY?

Yes.

If you are a registered stockholder, you may revoke your proxy and change your vote:

Your most recent proxy card or telephone or Internet proxy is the one that is counted. Your attendance at the Annual Meeting by itself will not revoke your proxy unless you give written notice of revocation to the Secretary before your proxy is voted or you vote in person at the Annual Meeting.

If your shares are held in street name, you may change or revoke your voting instructions by following the specific directions provided to you by your bank or broker, or you may vote in person at the Annual Meeting by obtaining a legal proxy from your bank or broker and submitting the legal proxy along with your ballot.

WHO WILL COUNT THE VOTES?

A representative of Broadridge Financial Solutions, Inc., our inspector of election, will tabulate and certify the votes.

2016 Proxy Statement Radius Health, Inc. 4

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QUESTIONS AND ANSWERS ABOUT THE 2016 ANNUAL MEETING OF STOCKHOLDERS

WHAT IF I DO NOT SPECIFY HOW MY SHARES ARE TO BE VOTED?

If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote in accordance with the recommendations of the Board of Directors. The Board of Directors' recommendations are indicated on page 2 of this proxy statement, as well as with the description of each proposal in this proxy statement.

WILL ANY OTHER BUSINESS BE CONDUCTED AT THE ANNUAL MEETING?

We know of no other business that will be presented at the Annual Meeting. If any other matter properly comes before the stockholders for a vote at the Annual Meeting, however, the proxy holders named on the Company's proxy card will vote your shares in accordance with their best judgment.

HOW MANY VOTES ARE REQUIRED FOR THE APPROVAL OF THE PROPOSALS TO BE VOTED UPON AND HOW WILL ABSTENTIONS AND BROKER NON-VOTES BE TREATED?

            
Proposal

Votes required

Effect of Votes Withheld / Abstentions and Broker
Non-Votes
Proposal 1 : Election of Directors   The plurality of the votes cast. This means that the four nominees receiving the highest number of affirmative "FOR" votes will be elected as Class II Directors.   Votes withheld and broker non-votes will have no effect.
Proposal 2 : Ratification of Appointment of Independent Registered Public Accounting Firm   The affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively (excluding abstentions) by the holders entitled to vote on the proposal.   Abstentions will have no effect. We do not expect any broker non-votes on this proposal.
Proposal 3 : Advisory Vote on the Compensation of Radius's Named Executive Officers   The affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively (excluding abstentions) by the holders entitled to vote on the proposal.   Abstentions and broker non-votes will have no effect.
Proposal 4 : Approval of Amended and Restated 2011 Equity Incentive Plan   The affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively (excluding abstentions) by the holders entitled to vote on the proposal.   Abstentions and broker non-votes will have no effect.
Proposal 5 : Approval of Employee Stock Purchase Plan   The affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively (excluding abstentions) by the holders entitled to vote on the proposal.   Abstentions and broker non-votes will have no effect.

WHAT IS AN ABSTENTION AND HOW WILL VOTES WITHHELD AND ABSTENTIONS BE TREATED?

A "vote withheld," in the case of the proposal regarding the election of directors, or an "abstention," in the case of the three other proposals to be voted on at the Annual Meeting, represents a stockholder's affirmative choice to decline to vote on a proposal. Votes withheld and abstentions are counted as present and entitled to vote for purposes of determining a quorum. Votes withheld have no effect on the election of directors. Abstentions have no effect on the ratification of the appointment of Ernst & Young LLP, the advisory vote on the compensation of our named executive officers, the amendment and restatement of our 2011 Equity Incentive Plan, and the approval of our Employee Stock Purchase Plan.

2016 Proxy Statement Radius Health, Inc. 5

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QUESTIONS AND ANSWERS ABOUT THE 2016 ANNUAL MEETING OF STOCKHOLDERS

WHAT ARE BROKER NON-VOTES AND DO THEY COUNT FOR DETERMINING A QUORUM?

Generally, broker non-votes occur when shares held by a broker in "street name" for a beneficial owner are not voted with respect to a particular proposal because the broker (1) has not received voting instructions from the beneficial owner and (2) lacks discretionary voting power to vote those shares. A broker is entitled to vote shares held for a beneficial owner on routine matters, such as the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm, without instructions from the beneficial owner of those shares. On the other hand, absent instructions from the beneficial owner of such shares, a broker is not entitled to vote shares held for a beneficial owner on non-routine matters, such as the election of directors, the advisory vote on the compensation of our named executive officers, the amendment and restatement of our 2011 Equity Incentive Plan, and the approval of our Employee Stock Purchase Plan. Broker non-votes count for purposes of determining whether a quorum is present.

WHERE CAN I FIND THE VOTING RESULTS OF THE 2016 ANNUAL MEETING OF STOCKHOLDERS?

We plan to announce preliminary voting results at the Annual Meeting and we will report the final results in a Current Report on Form 8-K, which we intend to file with the SEC shortly after the Annual Meeting.

2016 Proxy Statement Radius Health, Inc. 6

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PROPOSALS TO BE VOTED ON—PROPOSAL 1
Election of Directors

At the Annual Meeting, four (4) Class II Directors are to be elected to hold office until the Annual Meeting of Stockholders to be held in 2019 and until such director's successor is elected and qualified or until such director's earlier death, resignation or removal.

We currently have ten (10) Directors on our Board. The proposal regarding the election of directors requires the approval of a plurality of the votes cast. This means that the four nominees receiving the highest number of affirmative "FOR" votes will be elected as Class II Directors. Votes withheld and broker non-votes will have no effect on the outcome of the vote on this proposal.

Our Board of Directors is currently divided into three classes with staggered, three-year terms. At each annual meeting of stockholders, the successor to each director whose term then expires will be elected to serve from the time of election and qualification until the third annual meeting of stockholders following election or such director's death, resignation or removal, whichever is earliest to occur. The current class structure is as follows: Class I, whose term will expire at the 2018 Annual Meeting of Stockholders and whose subsequent term will expire at the 2021 Annual Meeting of Stockholders; Class II, whose term currently expires at the 2016 Annual Meeting of Stockholders and whose new term will expire at the 2019 Annual Meeting of Stockholders; and Class III, whose term will expire at the 2017 Annual Meeting of Stockholders and whose subsequent term will expire at the 2020 Annual Meeting of Stockholders. The current Class I Directors are Owen Hughes, Debasish Roychowdhury, M.D. and Robert E. Ward; the current Class II Directors are Alan H. Auerbach, Catherine J. Friedman, Ansbert K. Gadicke, M.D., and Jean-Pierre Garnier; and the current Class III Directors are Willard H. Dere, M.D., Kurt C. Graves and Anthony Rosenberg.

As indicated in our Restated Certificate of Incorporation, the authorized number of directors may be changed only by resolution of the Board of Directors. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. Our directors may be removed only for cause by the affirmative vote of the holders of at least two-thirds of the outstanding shares of our Common Stock.

If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote the shares of Common Stock represented by the proxy for the election as Class II Directors the persons whose names and biographies appear below. All of the persons whose names and biographies appear below are currently serving as our directors. In the event any of the nominees should become unable to serve or for good cause will not serve as a director, it is intended that votes will be cast for a substitute nominee designated by the Board of Directors or the Board may elect to reduce its size. The Board of Directors has no reason to believe that the nominees named below will be unable to serve if elected. Each of the nominees has consented to being named in this proxy statement and to serve if elected.

VOTE REQUIRED

The proposal regarding the election of directors requires the approval of a plurality of the votes cast. This means that the four nominees receiving the highest number of affirmative "FOR" votes will be elected as Class II Directors. Votes withheld and broker non-votes will have no effect on the outcome of the vote on this proposal.

RECOMMENDATION OF THE BOARD OF DIRECTORS

ARROW   The Board of Directors unanimously recommends a vote FOR the election of the below Class II Director nominees.
2016 Proxy Statement Radius Health, Inc. 7

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PROPOSAL 1—ELECTION OF DIRECTORS

NOMINEES FOR CLASS II DIRECTORS (TERMS TO EXPIRE AT THE 2019 ANNUAL MEETING)

The current members of the Board of Directors who are also nominees for election to the Board of Directors as Class II Directors are as follows:

Name

Age

Served as a
Director Since


Current Position with Radius
Alan H. Auerbach   46   2011   Director
Catherine J. Friedman   55   2015   Director
Ansbert K. Gadicke, M.D.   58   2011   Director
Jean-Pierre Garnier   68   2015   Director

The principal occupations and business experience, for at least the past five years, of each Class II Nominee for election at the 2016 Annual Meeting are as follows:

ICON   ALAN H. AUERBACH    
    
  Age 46

Alan H. Auerbach has served on our Board of Directors since May 2011 and served as a member of the Board of Directors of our predecessor company from October 2010 until the Merger. Mr. Auerbach is currently the Founder, Chief Executive Officer, President and Chairman of the Board of Puma Biotechnology, Inc., a company dedicated to in-licensing and developing drugs for the treatment of cancer and founded in 2010. Previously, Mr. Auerbach founded Cougar Biotechnology, or Cougar, in May 2003 and served as the company's Chief Executive Officer, President and as a member of its Board of Directors until July 2009. From July 2009 until January 2010, Mr. Auerbach served as the Co-Chairman of the Integration Steering Committee at Cougar after its acquisition by Johnson & Johnson. Mr. Auerbach received a B.S. in Biomedical Engineering from Boston University and an M.S. in Biomedical Engineering from the University of Southern California. We believe Mr. Auerbach is qualified to serve as a member of our Board of Directors because of his business and professional experience, including his leadership of Cougar in drug development, private and public financings and a successful sale of the business.

ICON   CATHERINE J. FRIEDMAN    
    
  Age 55

Catherine Friedman has served on our Board of Directors since August 2015. Previously, Ms. Friedman held the position of Managing Director at Morgan Stanley from 1997 to 2006 and head of West Coast Healthcare and co-head of the Biotechnology Practice at Morgan Stanley from 1993 to 2006. Since 2007, Ms. Friedman has been a director of XenoPort Inc., where she serves on the Audit and Nominating and Governance Committees, and Enteromedics, where she serves as Chair of the Audit Committee; in March 2016, she joined the Board of Yahoo! Inc., where she serves on the Nominating and Corporate Governance Committee; in June 2014, she joined the Board of Innoviva (formerly known as Theravance), where she serves on the Audit and Compensation Committees; and in May 2013 she joined the Board of GSV Capital, a publicly traded investment fund, where she serves as Chair of the Audit Committee and on the Valuation Committee. Ms. Friedman is a member of the Board of Trustees for Sacred Heart Schools in Atherton. She is a graduate of Harvard University and received an MBA from the University of Virginia Darden School of Business, where she is currently a Darden School Foundation Board of Trustees member. We believe Ms. Friedman is qualified to serve as a member of our Board of Directors due to her extensive experience as a member on various boards of directors, her educational background and her previous leadership and management roles.

ICON   ANSBERT K. GADICKE, M.D.    
    
  Age 58

Ansbert K. Gadicke, M.D ., has served on our Board of Directors since May 2011 and served as a member of the board of directors of our predecessor company from November 2003 until the Merger. Dr. Gadicke has been the Co-Founder and Managing Director of MPM Capital, a venture capital firm, since August 1996. Dr. Gadicke received an M.D. from J.W. Goethe University in Frankfurt. Dr. Gadicke is a director of Chiasma, Inc., OSS Healthcare, Inc., Sideris

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Pharmaceuticals, Inc., RWHD, Inc. and Mitokyne, Inc. He served on the board of directors of Idenix Pharmaceuticals, Inc. from 1998 to 2005, BioMarin Pharmaceuticals, Inc. from 1997 to 2001, Verastem, Inc. from 2010 to 2012, Pharmasset, Inc. from 1999 to 2007 and PharmAthene, Inc. from 2004 to 2007. We believe Dr. Gadicke is qualified to serve as a member of our Board of Directors because of his business and professional experience, including his experience in the venture capital industry and his years of analyzing development opportunities in the life sciences sector.

ICON   JEAN-PIERRE GARNIER    
    
  Age 68

Jean-Pierre Garnier has served on our Board of Directors since December 2015. Mr. Garnier is currently Chairman of the Board of Actelion Ltd., and was previously Chief Executive Officer of GlaxoSmithKline plc from 2000 to 2008. In addition, Mr. Garnier is also a member of the Board of Directors of United Technologies Corporation and of Renault S.A., and an Operating Partner at Advent International, a global private equity firm. Mr. Garnier previously served as Chief Executive Officer of Pierre Fabre S.A. from 2008 to 2010, as Chief Executive Officer and Executive Member of the Board of Directors of GlaxoSmithKline plc from 2000 to 2008, as Chief Executive Officer of SmithKline Beecham plc in 2000 and as Chief Operating Officer and Executive Member of the Board of Directors of SmithKline Beecham plc from 1996 to 2000. Mr. Garnier was previously Chairman of Cerenis from 2010 to 2011, and a board member of the Stanford Advisory Council on Interdisciplinary Biosciences, Weill Cornell Medical College and the Dubai International Capital Advisory Board. He is also a member of the Advisory Board of the Newman's Own Foundation. We believe Dr. Garnier is qualified to serve as a member of our Board of Directors because of his significant business and professional experience, including his extensive experience in the life sciences industry, membership on various boards of directors and his previous leadership and management roles.

CONTINUING MEMBERS OF THE BOARD OF DIRECTORS:
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2017 ANNUAL MEETING)

The current members of the Board of Directors who are Class III Directors are as follows:

Name

Age

Served as a
Director Since


Current Position with Radius
Willard H. Dere, M.D.   62   2014   Director
Kurt C. Graves   48   2011   Chairman of the Board of Directors
Anthony Rosenberg   63   2015   Director

The principal occupations and business experience, for at least the past five years, of each Class III Director are as follows:

ICON   WILLARD H. DERE, M.D.    
    
  Age 62

Willard H. Dere, M.D. has served on our Board of Directors since November 2014. Dr. Dere has been Executive Director of Personalized Health at the University of Utah Health Sciences Center, and a Professor of Medicine in the School of Medicine since November 2014. Prior to that, he served at Amgen Inc., a biopharmaceutical company, as the Senior Vice President, Global Development from December 2004 to June 2007, and from April 2014 to October 2014, and as International Chief Medical Officer from January 2007 to April 2014. Before he joined Amgen in 2003, Dr. Dere served as Vice President of Endocrine, Bone and General Medicine Research and Development at Eli Lilly and Company, a biopharmaceutical company, where he also held various other roles in clinical pharmacology, regulatory affairs, and both early-stage translational, and late-stage clinical research. Dr. Dere received B.A. degrees in history and zoology and a M.D. degree from the University of California, Davis. We believe Mr. Dere is qualified to serve as a member of our Board of Directors because of his strong medical background and extensive experience in the pharmaceutical industry.

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ICON   KURT C. GRAVES    
    
  Age 48

Kurt C. Graves has served on our Board of Directors since May 2011 and as Chairman of our Board of Directors since November 2011. Mr. Graves has been the Chairman, President and Chief Executive Officer of Intarcia Therapeutics, a biotechnology company, since April 2012, having previously served as Executive Chairman of Intarcia from August 2010 to April 2012, and as Acting Chief Executive Officer from October 2011 to April 2012. Mr. Graves served as Executive Chairman of Biolex Therapeutics, a biotechnology company, from November 2010 to March 2012. Previously, Mr. Graves was Executive Vice President, Chief Commercial Officer and Head of Corporate and Strategic Development at Vertex Pharmaceuticals Inc. from July 2007 to October 2009. Before his tenure at Vertex, Mr. Graves held various leadership positions at Novartis Pharmaceuticals from 1999 to June 2007, most recently on the Executive Committee as Global Head of the General Medicines Business Unit & Chief Marketing Officer for the Pharmaceuticals division. Prior to Novartis, Mr. Graves held several commercial and general management positions at Merck and Astra Merck/Astra Pharmaceuticals where he spent most of his time leading the GI Business Unit responsible for Prilosec® and Nexium®. He currently serves as a director of Intarcia Therapeutics, Pulmatrix Therapeutics, Achillion Pharmaceuticals and Seres Therapeutics and was previously a director of Biolex Therapeutics and Springleaf Therapeutics from 2010 to 2012. Mr. Graves received a B.S. in Biology from Hillsdale College. We believe Mr. Graves is qualified to serve as a member of our Board of Directors because of his extensive experience in the life sciences industry, membership on various boards of directors and his leadership and management experience.

ICON   ANTHONY ROSENBERG    
    
  Age 63

Anthony Rosenberg has served on our Board of Directors since March 2015. Mr. Rosenberg has been a Managing Director of MPM Capital, a venture capital firm, since April 2015. From January 2013 to February 2015, Mr. Rosenberg served as Corporate Head of M&A and Licensing at Novartis International, a pharmaceutical company. From March 2005 to December 2012, he served as Global Head of Business Development and Licensing at Novartis Pharmaceuticals. Prior to that, Mr. Rosenberg was Global Head of the Transplant and Immunology Business Unit at Novartis Pharmaceuticals from 2000 to 2005. Mr. Rosenberg initially joined Sandoz, a predecessor to Novartis, in 1980. He currently serves as a director of Clinical Ink and TriNetX. Mr. Rosenberg served as a director of Idenix Pharmaceuticals, Inc. from June 2009 to March 2012 and from December 2012 to March 2013. Mr. Rosenberg holds a B.Sc from the University of Leicester and an M.Sc in physiology from the University of London. We believe Mr. Rosenberg is qualified to serve as a member of our Board of Directors due to his extensive experience in mergers and acquisitions and licensing in the pharmaceutical sector.

CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2018 ANNUAL MEETING)

The current members of the Board of Directors who are Class I Directors are as follows:

Name

Age

Served as a
Director Since


Current Position(s) with Radius
Owen Hughes   41   2013   Director
Debasish Roychowdhury, M.D.   54   2015   Director
Robert E. Ward   58   2013   President, Chief Executive Officer and Director

The principal occupations and business experience, for at least the past five years, of each Class I Director are as follows:

ICON   OWEN HUGHES    
    
  Age 41

Owen Hughes has served on our Board of Directors since April 2013. He has served as the Chief Business Officer and Head of Corporate Development at Intarcia Therapeutics, Inc., a biotechnology company, since February 2013. Prior to Intarcia, he served as a Director at Brookside Capital, a hedge fund under the Bain Capital umbrella, managing public

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and private healthcare investments from March 2008 to January 2013. Mr. Hughes has served as a Senior Portfolio Manager at Pyramis Global Advisors from 2006 to 2008, co-founder and partner at Triathlon Fund Management from 2003 to 2006, an Investment Associate at Ziff Brothers Investments from 2001 to 2003, and an Assistant Vice President at Morgan Stanley/Merrill Lynch from 1998 to 2001. Mr. Hughes is a director of Malin PLC. He earned a bachelor of arts from Dartmouth College. We believe Mr. Hughes is qualified to serve as a member of our Board of Directors because of his extensive business and professional experience, including his experience in the venture capital industry and years of analyzing development opportunities in the life sciences sector.

ICON   DEBASISH ROYCHOWDHURY, M.D.    
    
  Age 54

Debasish Roychowdhury, M.D., has served on our Board of Directors since July 2015. Dr. Roychowdhury has been President of Nirvan Consultants, LLC since December 2013, where he advises biotechnology companies and institutions. He was one of the founding members of Seragon Pharmaceutical's Clinical and Scientific Advisory Board and was Seragon's Chief Medical Officer, prior to its acquisition by Roche Pharma, from March 2014 to August 2014. Prior to Seragon, Dr. Roychowdhury was the Senior Vice President and Head of the Global Oncology Division at Sanofi from August 2009 to November 2013. Prior to that, he served as the Vice President for Clinical Development at GlaxoSmithKline, from 2005 to 2009, and directed the Oncology Global Regulatory group at Eli Lilly and Company, a pharmaceutical company, from 1999 to 2005. Prior to his role in industry, Dr. Roychowdhury served as faculty member at the University of Cincinnati. He received his M.D from the All India Institute of Medical Sciences. He is a member of the Board of Directors for Celvad S.A. and Lytix Biopharma AS. We believe Dr. Roychowdhury is qualified to serve as a member of our Board of Directors because of his strong medical background, specifically related to oncology, and extensive experience in the pharmaceutical industry.

ICON   ROBERT E. WARD    
    
  Age 58

Robert E. Ward has served as our President and Chief Executive Officer and as a member of our Board of Directors since December 2013. Prior to joining Radius, Mr. Ward was Vice President for Strategy and External Alliances for the New Opportunities iMed of AstraZeneca, a biopharmaceutical company, from 2011 to 2013. In addition, he served as Co-Chair of the Joint Development Committees in Astra Zeneca's drug development partnerships with Alcon and Galderma. Prior to AstraZeneca, from 2010 to 2011, Mr. Ward was the Managing Director of Harriman Biopartners, LLC, a biopharmaceutical company, and from 2006 to 2010 he was the Vice President of Corporate Development for NPS Pharmaceuticals, a pharmaceutical company. Mr. Ward is a member of the Board of Directors of the Massachusetts High Technology Council. Mr. Ward received a B.A. in Biology and a B.S. in Physiological Psychology, both from the University of California, Santa Barbara; an M.S. in Management from the New Jersey Institute of Technology; and an M.A. in Immunology from The Johns Hopkins University School of Medicine. We believe Mr. Ward is qualified to serve as a member of our Board of Directors because of his role with us and his extensive operational knowledge of, and executive level management experience in, the global biopharmaceutical industry.

We believe that all of our current Board members possess the professional and personal qualifications necessary for Board service, and have highlighted particularly noteworthy attributes for each Board member in the individual biographies above.

2016 Proxy Statement Radius Health, Inc. 11

PROPOSAL 2
Ratification of Appointment of Independent Registered Public Accounting Firm

Our Audit Committee has appointed Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016. Our Board has directed that this appointment be submitted to our stockholders for ratification. Although ratification of our appointment of Ernst & Young LLP is not required, we value the opinions of our stockholders and believe that stockholder ratification of our appointment is a good corporate governance practice.

Ernst & Young LLP also served as our independent registered public accounting firm for the fiscal year ended December 31, 2015. Neither the accounting firm nor any of its members has any direct or indirect financial interest in or any connection with us in any capacity other than as our auditors, providing audit and non-audit related services. A representative of Ernst & Young LLP is expected to attend the Annual Meeting, and will have the opportunity to make a statement and be available to respond to appropriate questions from stockholders.

In the event that the appointment of Ernst & Young LLP is not ratified by the stockholders, the Audit Committee will consider this fact when it appoints the independent auditors for the fiscal year ending December 31, 2017. Even if the appointment of Ernst & Young LLP is ratified, the Audit Committee retains the discretion to appoint a different independent auditor at any time if it determines that such a change is in the interests of Radius.

VOTE REQUIRED

This proposal requires the affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively (excluding abstentions) by the holders entitled to vote on the proposal. Abstentions will have no effect on the outcome of this proposal. Because brokers have discretionary authority to vote on the ratification of the appointment of Ernst & Young LLP, we do not expect any broker non-votes in connection with this proposal.

RECOMMENDATION OF THE BOARD OF DIRECTORS

ARROW   The Board of Directors unanimously recommends a vote FOR the Ratification of the Appointment of Ernst & Young LLP as our Independent Registered Public Accounting Firm.
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Report of the Audit Committee of the Board of Directors

The Audit Committee has reviewed Radius's audited financial statements for the fiscal year ended December 31, 2015 and has discussed these financial statements with management and Radius's independent registered public accounting firm. The Audit Committee has also received from, and discussed with, Radius's independent registered public accounting firm various communications that such independent registered public accounting firm is required to provide to the Audit Committee, including the matters required to be discussed by statement on Auditing Standards No. 16, as adopted by the Public Company Accounting Oversight Board ("PCAOB").

Radius's independent registered public accounting firm also provided the Audit Committee with a formal written statement required by PCAOB Rule 3526 ( Communications with Audit Committees Concerning Independence ) describing all relationships between the independent registered public accounting firm and Radius, including the disclosures required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm's communications with the Audit Committee concerning independence. In addition, the Audit Committee discussed with the independent registered public accounting firm its independence from Radius. Based on its discussions with management and the independent registered public accounting firm, and its review of the representations and information provided by management and the independent registered public accounting firm, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in Radius's Annual Report on Form 10-K for the fiscal year ended December 31, 2015.

Catherine J. Friedman (Chair)

Owen Hughes

Willard H. Dere

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Independent Registered Public Accounting Firm Fees and Other Matters

The following table summarizes the fees of Ernst & Young LLP, our independent registered public accounting firm, for each of the last two fiscal years in each of the following categories (in thousands):

Fee Category



December 31, 2015


December 31, 2014
 

Audit Fees

  $ 521   $ 485  

Audit-Related Fees

  70   225  

Tax Fees

    49     13  

Total Fees

  $ 640   $ 723  

AUDIT FEES

Audit fees consist of fees for the audit of our consolidated financial statements and review of the unaudited interim financial statements included in our quarterly reports on Form 10-Q during the years ended December 31, 2015 and 2014.

AUDIT-RELATED FEES

Audit-related fees consist of fees for assurance and related services that are reasonably related to the performance of the audit and the review of our financial statements and which are not reported under "Audit Fees." Audit-related fees reported for the years ended December 31, 2015 and 2014 relate to the review of registration statements on Form S-1 and Form S-3, current reports on Form 8-K and prospectuses on form 424B5.

TAX FEES

Tax fees comprise fees for tax compliance, tax advice and tax planning services. Tax compliance services, which relate to the review of our U.S. tax returns, accounted for $8,500 and $12,500 of the total tax fees for fiscal year 2015 and 2014, respectively.

AUDIT COMMITTEE PRE-APPROVAL POLICY AND PROCEDURES

The Audit Committee has adopted a policy (the "Pre-Approval Policy") which sets forth the procedures and conditions pursuant to which audit and non-audit services proposed to be performed by the independent auditor may be pre-approved. The Pre-Approval Policy generally provides that we will not engage Ernst & Young LLP to render any audit, audit-related, tax or permissible non-audit service unless the service is either (i) explicitly approved by the Audit Committee ("specific pre-approval") or (ii) entered into pursuant to the pre-approval policies and procedures described in the Pre-Approval Policy ("general pre-approval"). Unless a type of service to be provided by Ernst & Young LLP has received general pre-approval under the Pre-Approval Policy, it requires specific pre-approval by the Audit Committee. Any proposed services exceeding pre-approved cost levels or budgeted amounts will also require specific pre-approval. On an annual basis, the Audit Committee reviews and generally pre-approves the services (and related fee levels or budgeted amounts) that may be provided by Ernst & Young LLP without first obtaining specific pre-approval from the Audit Committee. The Audit Committee may revise the list of general pre-approved services from time to time, based on subsequent determinations.

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PROPOSAL 3
Advisory Vote on the Compensation of our Named Executive Officers

This Proposal 3 gives our stockholders the opportunity to vote to approve, on a non-binding advisory basis, the compensation of our named executive officers. Pursuant to Section 14A of the Securities Exchange Act of 1934, as amended (the Exchange Act"), at our 2015 Annual Meeting, our stockholders cast an advisory vote with respect to the frequency of future stockholder advisory votes on executive compensation. Based on the results of that vote, Radius determined to hold the stockholder advisory vote on executive compensation annually. Accordingly, the next stockholder advisory vote on executive compensation will occur at our 2017 Annual Meeting.

As described in detail under the heading "Compensation Discussion and Analysis," our executive compensation programs are designed to attract, motivate, and retain our named executive officers, who are critical to our success. Please read the "Compensation Discussion and Analysis" beginning on page 41 of this proxy statement for additional details about our executive compensation programs. We are asking our stockholders to indicate their support for our named executive officer compensation as described in this proxy statement. This proposal, commonly known as a "say-on-pay" proposal, is required by Section 14A of the Exchange Act and gives our stockholders the opportunity to express their views on the compensation of our named executive officers. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and our compensation philosophy, policies and practices for named executive officers described in this proxy statement. Accordingly, we will ask our stockholders to vote "FOR" the following resolution at the Annual Meeting:

The say-on-pay vote is advisory, and therefore not binding on the Company, the Board or the Compensation Committee. However, the Board and the Compensation Committee value the opinions of our stockholders and intend to consider our stockholders' views regarding our executive compensation programs.

VOTE REQUIRED

This proposal requires the affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively (excluding abstentions) by the holders entitled to vote on the proposal. Abstentions and broker non-votes will have no effect on the outcome of this proposal.

RECOMMENDATION OF THE BOARD OF DIRECTORS


ARROW
  The Board of Directors unanimously recommends a vote FOR the Advisory Vote on the Compensation of our Named Executive Officers.
2016 Proxy Statement Radius Health, Inc. 15

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PROPOSAL 4
Approval of Amendment and Restatement of 2011 Equity Incentive Plan

OVERVIEW

In this Proposal 4, we are requesting stockholders approve the amendment and restatement of the Radius Health, Inc. 2011 Equity Incentive Plan, or the 2011 Plan, to:

1.     increase the number of shares of Common Stock available for issuance under the 2011 Plan by 3,700,000 shares;

2.     approve the material terms of performance goals that may apply to awards granted under the 2011 Plan intended to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code;

3.     amend the definition of "change of control" under the 2011 Plan to remove or prospectively modify portions of the definition that are commonly considered by stockholder advisory services to constitute a "liberal" change of control definition;

4.     provide that future awards granted under the 2011 Plan be subject to a minimum one year vesting requirement, subject to certain limitations and exceptions;

5.     clarify that shares of stock tendered or withheld in satisfaction of tax withholding obligations or payment of an award's exercise price, or shares the Company purchases on the open market with cash proceeds from the exercise of options, are not available again for issuance under the 2011 Plan; and

6.     provide that the maximum number of shares of Common Stock that may be subject to awards granted to a non-employee director of the Company for services as a non-employee director during any calendar year is 75,000 shares, subject to exception in extraordinary circumstances.

The Board approved the amendment and restatement of the 2011 Plan on April 5, 2016 (including the performance criteria upon which performance goals may be based), subject to and effective upon stockholder approval at the annual meeting, based upon the recommendation of the Compensation Committee. The 2011 Plan, as amended and restated if this Proposal 4 is approved, is described in more detail below. If this Proposal 4 is not approved by our stockholders, the amendment and restatement of the 2011 Plan will not become effective, but the 2011 Plan will remain in effect in accordance with its present terms.

AMENDMENT AND RESTATEMENT OF THE 2011 PLAN

On April 5, 2016, the Board approved the amendment and restatement of the 2011 Plan, subject to and effective upon approval of the amendment and restatement by our stockholders, and based upon the recommendation of the Compensation Committee to permit the Company to continue using the 2011 Plan to achieve the Company's performance, recruiting, retention and incentive goals. We believe that continued use of the 2011 Plan is essential to our success. Equity awards are intended to motivate high levels of performance and align the interests of our directors, employees and consultants with those of our stockholders by giving directors, employees and consultants the perspective of an owner with an equity stake in the Company and providing a means of recognizing their contributions to the success of the Company. The Board and management believe that equity awards are necessary to remain competitive in our industry and are essential to recruiting and retaining the highly qualified employees who help the Company meet its goals.

Although we have not adopted a policy that all compensation paid to our executive officers must be deductible, the amendment and restatement of the 2011 Plan is also intended to allow us to provide performance-based compensation that will be tax deductible by us without regard to the limits of Section 162(m) of the Internal Revenue Code. Therefore, for purposes of Section 162(m), we are asking our stockholders to approve the list of performance criteria that may be used for purposes of granting awards that are intended to qualify as performance-based compensation under Section 162(m), as described on page 22 under the heading "—Performance-Based Compensation

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PROPOSAL 4—APPROVAL OF AMENDMENT AND RESTATEMENT OF 2011 EQUITY INCENTIVE PLAN

under Section 162(m) of the Internal Revenue Code," in the event we choose to seek to structure compensation in a manner that will satisfy the performance-based compensation exception to Section 162(m). Should we choose to do so, stockholder approval of these criteria would enable us to satisfy this exception and deduct compensation associated with future performance-based awards to certain executives.

Generally, Section 162(m) limits the federal income tax deductions a publicly held company may claim for compensation in excess of $1 million paid in a given year to its chief executive officer and certain of its other most highly-compensated executive officers other than its chief financial officer (these officers are generally referred to as the "covered employees"). Performance-based compensation that meets certain requirements is not counted against the $1 million deductibility cap. Stock options and stock appreciation rights that may be granted under the 2011 Plan by our Compensation Committee generally should qualify as performance-based compensation. Other awards that we may grant under the 2011 Plan, as amended and restated, may qualify as performance-based compensation if the payment, retention or vesting of the award is subject to the achievement during a performance period of performance goals selected by the Compensation Committee. The Compensation Committee retains the discretion to set the level of performance for a given performance measure under a performance-based award. For awards to qualify as performance-based compensation, they must also be in amounts that are within the individual award limits set forth in the amended and restated 2011 Plan and stockholders must approve the material terms of the performance goals every five years. Stockholder approval does not guarantee that incentive compensation that we pay to our covered employees will qualify as performance-based compensation for purposes of Section 162(m), but will permit the Compensation Committee to seek to structure incentive compensation to meet the performance-based compensation requirements if it chooses to do so. If the amendment and restatement of the 2011 Plan is not approved by the stockholders, the 2011 Plan will remain in effect in accordance with its present terms and we may continue to make grants under it.

The total number of shares reserved for issuance under the 2011 Plan before giving effect to the amendment and restatement equals the sum of (a) 5,275,446 shares and (b) any shares of Common Stock that as of November 7, 2011 were available for issuance under the Radius Health, Inc. 2003 Long-Term Incentive Plan, or the 2003 Plan, or subject to awards under the 2003 Plan which are forfeited or lapse unexercised and which are not issued under the 2003 Plan, subject to a maximum aggregate number of shares issuable under the 2011 Plan of 5,854,385. Set forth below is the number of shares available for issuance pursuant to outstanding and future equity awards under the 2011 Plan as of March 29, 2016:

Shares subject to outstanding awards

  5,037,865  

Shares issued pursuant to awards

    267,831  

Shares available for issuance pursuant to future awards

  122,912  

For additional information regarding equity awards outstanding and available for future grants as of December 31, 2015, see "Executive Compensation—Equity Compensation Plan Information." If this Proposal 4 is approved, an additional 3,700,000 shares will become available for issuance under the 2011 Plan.

In addition, the amendment and restatement of the 2011 Plan will implement the following plan changes that we believe are consistent with best practices in equity compensation for our company:

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PROPOSAL 4—APPROVAL OF AMENDMENT AND RESTATEMENT OF 2011 EQUITY INCENTIVE PLAN

DETERMINATION OF ADDITIONAL SHARES UNDER THE 2011 PLAN

In determining to approve the amendment and restatement of the 2011 Plan, the Board considered the recommendation of the Compensation Committee, which reviewed an analysis prepared by Radford, the Company's compensation consultant, prior to recommending the Board approve the amendment and restatement of the 2011 Plan. Specifically, the Board and Compensation Committee considered that:

In consideration of these factors, and our belief that the ability to continue granting equity compensation is vital to our attracting and retaining employees, we believe that the amendment and restatement of the 2011 Plan and the size of the share reserve under the 2011 Plan after giving effect to the amendment and restatement are reasonable, appropriate and in the best interests of the Company at this time. The Board will not create a subcommittee to evaluate the risks and benefits for issuing the additional authorized shares requested.

SUMMARY OF THE 2011 PLAN

This section summarizes certain principal features of the 2011 Plan, as amended and restated subject to stockholder approval. The summary is qualified in its entirety by reference to the complete text of the amended and restated 2011 Plan, which is attached to this proxy statement as Exhibit A.

2016 Proxy Statement Radius Health, Inc. 18

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PROPOSAL 4—APPROVAL OF AMENDMENT AND RESTATEMENT OF 2011 EQUITY INCENTIVE PLAN

The 2011 Plan provides for the grant of stock options intended to qualify as incentive stock options under the Internal Revenue Code, or ISOs, to employees, and for the grant of nonqualified stock options, restricted stock, restricted stock units, stock appreciation rights, stock grants, performance units and performance awards to employees, consultants and non-employee directors, for the purposes of encouraging their ownership of our Common Stock and providing additional incentives to promote the success of our business through the grant of awards of or pertaining to the Common Stock.

Securities Subject to the 2011 Plan

If the amendment and restatement of the 2011 Plan is approved, the number of shares of Common Stock reserved for issuance under the 2011 Plan will be equal to the sum of (i) 8,975,446 shares and (ii) any shares of our Common Stock which as of the November 7, 2011 were available for issuance under the 2003 Plan or subject to awards under the 2003 Plan which are forfeited or lapse unexercised and which are not issued under the 2003 Plan, subject to a maximum aggregate number of shares issuable under the 2011 Plan of 9,554,385. The maximum number of shares that may be issued pursuant to ISOs is 9,554,385. The shares of Common Stock covered by the 2011 Plan are authorized but unissued shares, treasury shares or Common Stock purchased on the open market.

To the extent that an option or stock-settled stock appreciation right terminates, expires or lapses for any reason or is cancelled without having been exercised in full or to the extent any other award is forfeited, any shares subject to the award (to the extent of such termination, expiration, lapse, cancellation or forfeiture) may be used again for new grants under the 2011 Plan. However, the 2011 Plan does not allow the share pool available for awards to be recharged or replenished with previously owned shares that are tendered to satisfy the exercise price of a stock option or a stock-settled stock appreciation right, with shares that are tendered or withheld to satisfy a tax withholding obligation or with shares the Company purchases on the open market with cash proceeds from the exercise of options.

Individual Award Limits

The maximum number of shares of our Common Stock that may be subject to one or more awards granted to any participant pursuant to the 2011 Plan during any calendar year is 548,245 shares of Common Stock. However, this number may be adjusted to take into account equity restructurings and certain other corporate transactions as described below. The maximum amount that may be paid in cash to any participant during any calendar year pursuant to awards granted under the 2011 Plan that are initially payable in cash is $2,000,000.

Director Compensation Limit

The maximum number of shares of Common Stock that may be subject to one or more awards granted to any non-employee director for services as a non-employee director during any calendar year is 75,000 shares of Common Stock, subject to (i) adjustment to take into account equity restructurings and certain other corporate transactions as described below and (ii) exception in extraordinary circumstances, as determined by the plan administrator. A non-employee director receiving shares in excess of the compensation limit may not participate in the decision to award such excess shares or in any contemporaneous compensation decisions involving non-employee directors. For additional information regarding our non-employee director compensation program, please see "Director Compensation—2015 Director Compensation."

Minimum Vesting

Awards granted under the 2011 Plan (other than cash-settled awards) will not vest earlier than the date that is one year following the date the award is approved by the Compensation Committee; provided that awards resulting in the issuance of an aggregate of up to 5% of the shares of Common Stock available under the 2011 Plan may be granted to any one or more participants without respect to such minimum vesting provisions. The plan administrator will also retain discretion to accelerate the vesting of awards in connection with or following a participant's death, disability or termination of service or the consummation of a change in control.

2016 Proxy Statement Radius Health, Inc. 19

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PROPOSAL 4—APPROVAL OF AMENDMENT AND RESTATEMENT OF 2011 EQUITY INCENTIVE PLAN

Administration

The 2011 Plan provides that the Compensation Committee administers the 2011 Plan, although the Board may exercise any powers and responsibilities assigned to the Compensation Committee at any time. The Compensation Committee has the authority to interpret the 2011 Plan, including the power to determine eligibility, the types and sizes of awards, the price, timing and other terms and conditions of awards and the acceleration or waiver of any vesting or forfeiture restriction, subject to the limitations of the 2011 Plan. The Compensation Committee may delegate to a committee of one or more members of the Board or one or more executive officers the authority to grant awards to non-officer employees and consultants, in accordance with any guidelines as the Compensation Committee may determine.

Eligibility

Persons eligible to participate in the 2011 Plan include employees, consultants and non-employee directors of the Company and its affiliates, as determined by the Compensation Committee. As of March 29, 2016, approximately 122 employees and nine non-employee directors were eligible to receive awards under the 2011 Plan. In addition, the Company frequently uses the services of individual consultants on an as-needed basis; however, consultants are not generally considered for awards under the 2011 Plan. As of March 29, 2016, a total of approximately 75 individual consultants were engaged by the Company, five of which consultants held outstanding awards under the 2011 Plan. Only employees of the Company and certain of its parent and subsidiary corporations, should we have any in the future, are eligible to receive grants of options intended to qualify as ISOs.

No Repricings or Exchanges without Stockholder Approval

The 2011 Plan requires the Company to obtain stockholder approval prior to (a) reducing the exercise price per share of an outstanding stock option or stock appreciation right awarded under the 2011 Plan or (b) cancelling an outstanding stock option or stock appreciation right in exchange for cash or another award under the 2011 Plan at a time when the price per share of the stock option or stock appreciation right exceeds the fair market value of our Common Stock (unless the cancellation and exchange occurs in connection with a corporate transaction).

Stock Options

The 2011 Plan authorizes the grant of stock options, including ISOs and nonqualified stock options. Under the 2011 Plan, the exercise price of ISOs granted pursuant to the 2011 Plan will not be less than 100% of the fair market value of our Common Stock on the date of grant (as determined under the 2011 Plan), and the exercise price of nonqualified stock options granted pursuant to the 2011 Plan will be determined by the Compensation Committee. Stock options are subject to such vesting and exercisability conditions as are determined by the Compensation Committee and set forth in a written stock option agreement. In no event may an ISO have a term extending beyond the tenth anniversary of the date of grant. ISOs granted to any person who owns, as of the date of grant, stock possessing more than 10% of the total combined voting power of all classes of the Company's stock are required to have an exercise price that is not less than 110% of the fair market value of our Common Stock on the date of grant and may not have a term extending beyond the fifth anniversary of the date of grant.

Stock Appreciation Rights

A stock appreciation right is the right to receive payment of an amount equal to the excess of the fair market value of a share of stock on the date of exercise of the stock appreciation right over the grant price of the stock appreciation right. The grant price of each stock appreciation right granted under the 2011 Plan will be no less than the fair market value of a share of our Common Stock on the date of grant of the stock appreciation right (as determined under the 2011 Plan). The Compensation Committee is authorized to issue stock appreciation rights in such amounts and on such terms and conditions as it may determine, consistent with the terms of the 2011 Plan.

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PROPOSAL 4—APPROVAL OF AMENDMENT AND RESTATEMENT OF 2011 EQUITY INCENTIVE PLAN

Restricted Stock

Restricted stock is the grant of shares of our Common Stock at a price, if any, determined by the Compensation Committee that are nontransferable and may be subject to forfeiture until specified vesting conditions are met. Restricted stock will be evidenced by a written agreement. During the period of restriction, restricted stock is subject to restrictions and vesting requirements, as provided by the Compensation Committee. The restrictions may lapse in accordance with a schedule or other conditions determined by the Compensation Committee.

Restricted Stock Units

A restricted stock unit provides for the issuance of a share of our Common Stock at a future date upon the satisfaction of specific conditions set forth in the applicable award agreement. The Compensation Committee will specify, or permit the restricted stock unit holder to elect, the conditions and dates upon which payments under the restricted stock units will be made, which dates may not be earlier than the date as of which the restricted stock units vest and which conditions and dates will be subject to compliance with Section 409A of the Internal Revenue Code. On the distribution dates, the Company will transfer to the participant one unrestricted, fully transferable share of our Common Stock (or the fair market value of one such share of Common Stock in cash) for each restricted stock unit scheduled to be paid out on such date and not previously forfeited.

Performance Units

Performance units represent the participant's right to receive an amount, based on the value of the Common Stock, if performance goals established by the Compensation Committee are achieved. The Compensation Committee will determine the applicable performance period, the performance goals and such other conditions that apply to the performance unit.

Performance Awards

A performance award is a cash bonus award, stock bonus award, performance award or incentive award that is paid in cash, shares of Common Stock or a combination of both, as determined by the Compensation Committee. The Compensation Committee will determine the applicable performance period, the performance goals and such other conditions that apply to the performance award. The Compensation Committee will also determine whether performance awards are intended to be performance-based compensation with the meaning of Section 162(m) of the Internal Revenue Code.

Stock Grants

A stock grant is a grant in the form of shares of Common Stock. The number or value of shares of any stock grant will be determined by the Compensation Committee.

Dividends; Dividend Equivalents

The 2011 Plan authorizes the Compensation Committee to provide a participant with the right to receive dividends or dividend equivalents with respect to shares of Common Stock covered by an award granted under the 2011 Plan. Dividends and dividend equivalents may be settled in cash or shares of Common Stock, as determined by the Compensation Committee.

Payment Methods

Under the 2011 Plan, payments made upon exercise of an option may be made by cash or check, if the Common Stock is traded on an established market, through a formal cashless exercise program authorized by the Company in which a market sell order is placed with a broker with respect to shares of Common Stock then-issuable upon exercise or vesting of an award, and the broker is directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the aggregate payments required (provided that payment of such proceeds is then made to the Company upon settlement of such sale), or, subject to the approval of the Compensation Committee: (1) by

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shares of Common Stock issuable pursuant to the award or previously held, or (2) by such other legal consideration deemed acceptable by the Compensation Committee.

Performance-Based Compensation under Section 162(m) of the Internal Revenue Code

The Compensation Committee will determine whether specific performance awards are intended to constitute "qualified performance-based compensation" within the meaning of Section 162(m) of the Internal Revenue Code and will have discretion to pay compensation that is not qualified performance-based compensation and that is not tax deductible. Under Section 162(m), a "covered employee" is the Company's chief executive officer and the three other most highly compensated officers of the Company other than the chief financial officer. Section 162(m) imposes a $1 million cap on the compensation deduction that the Company may take in respect of compensation paid to covered employees; however, compensation that qualifies as qualified performance-based compensation is excluded from the calculation of the $1 million cap.

In order to constitute qualified performance-based compensation under Section 162(m), in addition to certain other requirements, the relevant amounts must be payable only upon the attainment of pre-established, objective performance goals set by our Compensation Committee and based on stockholder-approved performance criteria. In asking our stockholders to approve the amendment and restatement of the 2011 Plan, we are also requesting our stockholders approve the below performance criteria to allow the Company to qualify awards as qualified performance-based compensation.

The 2011 Plan includes the following performance criteria that may be considered by the Compensation Committee when granting performance-based awards: cash flow (before or after dividends), earnings per share (including, without limitation, earnings before interest, taxes, depreciation and amortization), stock price, return on equity, stockholder return or total stockholder return, return on capital (including, without limitation, return on total capital or return on invested capital), return on investment, return on assets or net assets, market capitalization, economic value added, debt leverage (debt to capital), revenue, sales or net sales, backlog, income, pre-tax income or net income, operating income or pre-tax profit, operating profit, net operating profit or economic profit, gross margin, operating margin or profit margin, return on operating revenue or return on operating assets, cash from operations, operating ratio, operating revenue, market share improvement, general and administrative expenses and customer service. Any of the foregoing performance criteria may be measured with respect to us, any subsidiary, division, business unit or individual, either in absolute terms or relative to a pre-established target, to previous years' results or to a designated comparison group. The Compensation Committee will objectively define the manner of calculating the performance criteria it selects to use for awards intended to constitute qualified performance-based compensation, including whether or to what extent there will not be taken into account any of the following events that occur during a performance period: asset write-downs, litigation, claims, judgments or settlements, the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results, accruals for reorganization and restructuring programs and any extraordinary, unusual, non-recurring or non-comparable items (A) as described in Accounting Standard Codification Section 225-20, (B) as described in management's discussion and analysis of financial condition and results of operations appearing in the Company's Annual Report to stockholders for the applicable year, or (C) as publicly announced by the Company in a press release or conference call relating to the Company's results of operations or financial conditions for a completed quarterly or annual fiscal period. With regard to a particular performance period, the Compensation Committee will have the discretion to select the length of the performance period, the types of performance-based awards to be granted, and the performance goals that will be used to measure the performance for the period.

Forfeiture of Unvested Awards; Leave of Absence

Upon the termination of service of the holder of an option or stock appreciation right, unless otherwise provided by the Compensation Committee, the award generally will expire on a date not later than three months after the termination of service. Except as otherwise determined by the Compensation Committee, in the event that the employment or service of the holder of an award is terminated, the unvested portion of the award will generally be

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forfeited or may be subject to repurchase by the Company, and will cease to vest or become exercisable after the termination.

The Compensation Committee may provide that an award will continue to vest for some or all of the period of a leave of absence, or that vesting of an award will be tolled during a leave of absence, consistent with applicable law.

Transferability

Generally, awards under the 2011 Plan may only be transferred by will or the laws of descent and distribution, unless and until such award has been exercised or the shares underlying such award have been issued and all restrictions applicable to such shares have lapsed. However, subject to certain terms and conditions, the Compensation Committee may permit a holder to transfer a nonqualified stock option or shares of restricted stock to any "family member" under applicable securities laws.

Adjustments

In the event of a declaration of a stock dividend, a stock split, a reverse stock split, a recapitalization, a reclassification, a reorganization or a similar occurrence, the Compensation Committee will make appropriate adjustments to:

Corporate Transactions

In the event of a "change of control" of the Company (as defined in the 2011 Plan), the Compensation Committee will take any action it deems necessary or appropriate, including to accelerate an award in whole or in part. A stock appreciation right granted in tandem with a stock option that can only be exercised during limited periods following a change of control of the Company may entitle the holder to receive an amount based on the highest price paid or offered for our Common Stock in a transaction relating to the change of control or paid during the thirty-day period immediately preceding the change of control.

The Compensation Committee also has the authority under the 2011 Plan to take certain other actions with respect to outstanding awards in the event of a corporate transaction, including provision for the cash-out, termination, assumption or substitution of such awards.

Upon a liquidation or dissolution of the Company, except as otherwise provided in an applicable award agreement or another agreement between the award holder and the Company, all forfeiture restrictions and/or performance goals with respect to an award will automatically be deemed terminated or satisfied, as applicable.

Under the 2011 Plan, a "change of control" of the Company generally means the occurrence of any of the following:

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PROPOSAL 4—APPROVAL OF AMENDMENT AND RESTATEMENT OF 2011 EQUITY INCENTIVE PLAN

Expiration, Termination and Amendment

The Board may terminate, amend or modify the 2011 Plan and the Compensation Committee may amend the terms of outstanding awards at any time, subject to the terms of the 2011 Plan. However, stockholder approval of any amendment is required to the extent necessary to comply with applicable laws or the rules of any relevant stock exchange. No amendment may impair the rights under an outstanding award without the holder's consent unless, prior to a change of control, the Compensation Committee determines the amendment is required or advisable to satisfy any law or regulation or avoid adverse financial accounting consequences or that the amendment is not reasonably likely to significantly diminish the benefits provided under the award or that any such diminution has been adequately compensated.

The term of the 2011 Plan will expire on March 11, 2025, unless earlier terminated by the Board.

FEDERAL INCOME TAX CONSEQUENCES

The following is general summary as of this date of the federal income tax consequences to us and to U.S. participants for awards of stock options granted under the 2011 Plan. The federal tax laws may change and the federal, state and local tax consequences for any participant will depend upon his or her individual circumstances. Tax consequences for any particular individual may be different. This summary does not purport to be complete, and does not discuss state, local or non-U.S. tax consequences.

Non-qualified Stock Options.  The grant of a non-qualified stock option under the 2011 Plan is not expected to result in any federal income tax consequences to the participant or to the Company. Upon exercise of a non-qualified stock option, the participant is subject to income taxes at the rate applicable to ordinary compensation income on the difference between the option exercise price and the fair market value of the shares at the time of exercise. This income is subject to withholding for federal income and employment tax purposes. The Company is expected to be entitled to an income tax deduction in the amount of the income recognized by the participant, subject to possible limitations imposed by the Internal Revenue Code and so long as the Company withholds the appropriate taxes with respect to such income (if required) and the participant's total compensation is deemed reasonable in amount. Any gain or loss on the participant's subsequent disposition of the shares of Common Stock will receive long or short-term capital gain or loss treatment, depending on whether the shares are held for more than one year following exercise. The Company does not receive a tax deduction for any such gain.

Incentive Stock Options.  The grant of an incentive stock option under the 2011 Plan will not result in any federal income tax consequences to the participant or to the Company. A participant recognizes no federal taxable income upon exercising an incentive stock option (subject to the alternative minimum tax rules discussed below), and the Company receives no deduction at the time of exercise. In the event of a disposition of stock acquired upon exercise of an incentive stock option, the tax consequences depend upon how long the participant has held the shares of

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Common Stock. If the participant does not dispose of the shares within two years after the incentive stock option was granted, nor within one year after the incentive stock option was exercised, the participant will recognize a long-term capital gain (or loss) equal to the difference between the sale price of the shares and the exercise price. The Company is not entitled to any deduction under these circumstances.

If the participant fails to satisfy either of the foregoing holding periods (referred to as a "disqualifying disposition"), he or she must recognize ordinary income in the year of the disposition. The amount of ordinary income generally is the lesser of (i) the difference between the amount realized on the disposition and the exercise price or (ii) the difference between the fair market value of the stock at the time of exercise and the exercise price. Any gain in excess of the amount taxed as ordinary income will be treated as a long or short-term capital gain, depending on whether the stock was held for more than one year. The Company, in the year of the disqualifying disposition, is expected to be entitled to a deduction equal to the amount of ordinary income recognized by the participant, subject to possible limitations imposed by the Internal Revenue Code and so long as the participant's total compensation is deemed reasonable in amount.

The "spread" under an incentive stock option—i.e., the difference between the fair market value of the shares at exercise and the exercise price—is classified as an item of adjustment in the year of exercise for purposes of the alternative minimum tax. If a participant's alternative minimum tax liability exceeds such participant's regular income tax liability, the participant will owe the larger amount of taxes. In order to avoid the application of alternative minimum tax with respect to incentive stock options, the participant must sell the shares within the calendar year in which the incentive stock options are exercised. However, such a sale of shares within the year of exercise will constitute a disqualifying disposition, as described above.

Stock Appreciation Rights.  The grant of a stock appreciation right is expected to have no federal income tax consequences to either the participant or the Company. Generally, the participant will recognize ordinary income subject to withholding upon the receipt of payment pursuant to a stock appreciation right in an amount equal to the aggregate amount of cash and the fair market value of any Common Stock received. Subject to the deduction limitations described below, the Company generally is expected to be entitled to a corresponding tax deduction equal to the amount includible in the participant's income.

Restricted Stock.  If the restrictions on an award of shares of restricted stock are of a nature that the shares are both subject to a substantial risk of forfeiture and are not freely transferable (within the meaning of Section 83 of the Internal Revenue Code), the participant will not recognize income for federal income tax purposes at the time of the award unless the participant affirmatively elects to include the fair market value of the shares of restricted stock on the date of the award, less any amount paid for the shares, in gross income for the year of the award pursuant to Section 83(b) of the Internal Revenue Code. In the absence of this election, the participant will be required to include in income for federal income tax purposes on the date the shares either become freely transferable or are no longer subject to a substantial risk of forfeiture (within the meaning of Section 83), the fair market value of the shares of restricted stock on such date, less any amount paid for the shares. The Company is expected to be entitled to a deduction at the time of income recognition to the participant in an amount equal to the amount the participant is required to include in income with respect to the shares, subject to the deduction limitations described below. If a Section 83(b) election is made within 30 days after the date the restricted stock is received, the participant will recognize ordinary income at the time of the receipt of the restricted stock, and the Company is expected to be entitled to a corresponding deduction, equal to the fair market value of the shares at the time, less the amount paid, if any, by the participant for the restricted stock. If a Section 83(b) election is made, no additional income will be recognized by the participant upon the lapse of restrictions on the restricted stock, but, if the restricted stock is subsequently forfeited, the participant may not deduct the income that was recognized pursuant to the Section 83(b) election at the time of the receipt of the restricted stock.

Dividends paid to a participant holding restricted stock before the expiration of the restriction period will be additional compensation taxable as ordinary income to the participant subject to withholding, unless the participant made an election under Section 83(b). Subject to the deduction limitations described below, the Company is expected to be entitled to a corresponding tax deduction equal to the dividends includible in the participant's income as

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compensation. If the participant has made a Section 83(b) election, the dividends will be dividend income, rather than additional compensation, to the participant.

If the restrictions on an award of restricted stock are not of a nature that the shares are both subject to a substantial risk of forfeiture and not freely transferable, within the meaning of Section 83, the participant will recognize ordinary income for federal income tax purposes at the time of the transfer of the shares in an amount equal to the fair market value of the shares of restricted stock on the date of the transfer, less any amount paid therefore. The Company will generally be entitled to a deduction at that time in an amount equal to the amount the participant is required to include in income with respect to the shares, subject to the deduction limitations described below.

Restricted Stock Units.  There are expected to be no federal income tax consequences to either the participant or the Company upon the grant of restricted stock units. Generally, the participant will recognize ordinary income subject to withholding upon the receipt of cash and/or transfer of shares of Common Stock in payment of the restricted stock units in an amount equal to the aggregate of the cash received and the fair market value of the Common Stock so transferred. Subject to the deduction limitations described below, the Company generally is expected to be entitled to a corresponding tax deduction equal to the amount includible in the participant's income.

Performance Awards.  There are expected to be no federal income tax consequences to either the participant or the Company upon the grant of performance awards. Generally, the participant will recognize ordinary income subject to withholding upon the receipt of cash and/or shares of Common Stock in payment of performance awards in an amount equal to the aggregate of the cash received and the fair market value of the Common Stock so transferred. Subject to the deduction limitations described below, the Company is expected to be entitled to a corresponding tax deduction equal to the amount includible in the participant's income.

Dividend Equivalents.  Generally, a participant will recognize ordinary income subject to withholding upon the payment of any dividend equivalents paid with respect to an award in an amount equal to the cash the participant receives. Subject to the deduction limitations described below, the Company generally is expected to be entitled to a corresponding tax deduction equal to the amount includible in the participant's income.

Limitations on the Company's Compensation Deduction.  Section 162(m) of the Internal Revenue Code limits the deduction certain employers may take for otherwise deductible compensation payable to certain executive officers of the Company to the extent the compensation paid to such an officer for the year exceeds $1 million, unless the compensation is performance-based, is approved by our stockholders, and meets certain other criteria, as described above under the heading "—Performance-Based Compensation under Section 162(m) of the Internal Revenue Code."

Excess Parachute Payments.  Section 280G of the Internal Revenue Code limits the deduction that the Company may take for otherwise deductible compensation payable to certain individuals if the compensation constitutes an "excess parachute payment." Excess parachute payments arise from payments made to disqualified individuals that are in the nature of compensation and are contingent on changes in ownership or control of the Company or certain affiliates. Accelerated vesting or payment of awards under the amended and restated 2011 Plan upon a change in ownership or control of the Company or its affiliates could result in excess parachute payments. In addition to the deduction limitation applicable to the Company, a disqualified individual receiving an excess parachute payment is subject to a 20% excise tax on the amount thereof.

Application of Section 409A of the Internal Revenue Code.  Section 409A of the Internal Revenue Code imposes an additional 20% tax and interest on an individual receiving non-qualified deferred compensation under a plan that fails to satisfy certain requirements. For purposes of Section 409A, "non-qualified deferred compensation" includes equity-based incentive programs, including some stock options, stock appreciation rights and restricted stock unit programs. Generally speaking, Section 409A does not apply to incentive stock options, non-discounted non-qualified stock options and stock appreciation rights if no deferral is provided beyond exercise, or restricted stock.

The awards made pursuant to the 2011 Plan, as amended and restated, are expected to be designed in a manner intended to comply with the requirements of Section 409A to the extent the awards granted under the plan are not exempt from Section 409A. However, if the 2011 Plan fails to comply with Section 409A in operation, a participant could be subject to the additional taxes and interest.

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PROPOSAL 4—APPROVAL OF AMENDMENT AND RESTATEMENT OF 2011 EQUITY INCENTIVE PLAN

PLAN BENEFITS

Awards under the 2011 Plan, as amended and restated, are subject to the discretion of the Compensation Committee or the Board. On March 9, 2016, our Board of Directors granted each non-employee director an option to purchase 27,500 shares of Common Stock. These options exceeded the number of shares available for issuance under the 2011 Plan at the time of grant and, consequently, were issued subject to our stockholders approving an increase sufficient to permit such issuance, as required by Nasdaq listing rules and proposed in this Proposal 4. The options have an exercise price equal to $37.07, the closing price of our Common Stock on the date of grant, and will vest on the first anniversary of the date of grant, subject to a director's continued service on the Board. If stockholders do not approve the amendment and restatement of the 2011 Plan, the options will be automatically forfeited and cancelled. Other than these stock option awards for non-employee directors and awards that will be made automatically under our non-employee director compensation program unless it is amended, no determinations have been made by the Compensation Committee or the Board as to any future awards that may be granted pursuant to the 2011 Plan. Therefore, it is not possible to otherwise determine the benefits that will be received in the future by participants in the 2011 Plan. The following table sets forth, with respect to the individuals and groups identified therein, information regarding options to purchase shares of our Common Stock awarded under the 2011 Plan through March 29, 2016.

Name and Position




Stock Options Granted Since Adoption
of 2011 Plan (#) 1




Number of Units Granted Since Adoption
of 2011 Plan (#) 2
 

Robert E. Ward, President, Chief Executive Officer and Director

    1,207,855      

B. Nicholas Harvey, Senior Vice President, Chief Financial Officer, Treasurer and Secretary

  150,595    

Lorraine Fitzpatrick, M.D., Chief Medical Officer

    225,000      

David Snow, Chief Commercial Officer

  175,000   25,000  

Brent Hatzis-Schoch, Senior Vice President and General Counsel

    202,500      

All current executive officers as a group (8 persons)

  2,795,287   25,000  

All current directors who are not executive officers (9 persons)

    833,755 3    

All employees who are not current executive officers

  1,637,953    
1
As of March 29, 2016, options outstanding under the 2011 Plan have a weighted average exercise price of $31.45 per share and a weighted average remaining life of approximately 9 years. The market value of all shares underlying options outstanding under the 2011 Plan as of March 29, 2016 was $154.6 million, based on the closing price of our Common Stock on that date.

2
Represent performance units, or PUs, awarded to Mr. Snow on September 9, 2015 in connection with his commencement of employment. The PUs have a weighted-average grant-date fair value of $49.59. For additional details regarding the PUs, please see "Executive Compensation—Compensation Discussion and Analysis—Components of Compensation—Equity-Based Awards."

3
The amount shown includes options to purchase a total of 247,500 shares of our Common Stock issued to non-employee directors on March 9, 2016 subject to our stockholders approving an increase in the number of shares available for issuance under the 2011 Plan sufficient to permit such issuance, as required by Nasdaq listing rules and proposed in this Proposal 4.

RECOMMENDATION OF THE BOARD OF DIRECTORS


ARROW
  The Board of Directors unanimously recommends a vote FOR the approval of the amendment and restatement of the Radius Health, Inc. 2011 Equity Incentive Plan.

STOCKHOLDER APPROVAL REQUIREMENT

This proposal requires the affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively (excluding abstentions) by the holders entitled to vote on the proposal. Abstentions and broker non-votes will have no effect on the outcome of this proposal.

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PROPOSAL 5
Approval of Employee Stock Purchase Plan

In this Proposal 5, we are requesting stockholders approve the adoption of our Employee Stock Purchase Plan (the " Purchase Plan "). On April 5, 2016, the Board adopted the Purchase Plan, subject to stockholder approval, to be effective as of the date on which our stockholders approve the Purchase Plan. The Purchase Plan is described in more detail below. If this Proposal 5 is not approved by our stockholders, the Purchase Plan will not become effective.

OVERVIEW OF PROPOSED PURCHASE PLAN

Background and Proposed Share Reserve

The Board has unanimously adopted, subject to stockholder approval, the Purchase Plan for our employees and the employees of our participating subsidiaries. The Purchase Plan will initially authorize the issuance of 429,842 shares of Common Stock. The number of shares authorized for issuance under the Purchase Plan will be annually increased on the January 1 of each year during the term of the Purchase Plan, beginning on January 1, 2017 and ending on and including January 1, 2026, by an amount equal to the lesser of (a) 1% of the shares outstanding on the final day of the immediately preceding calendar year and (b) such smaller number of shares as is determined by the Board. The maximum aggregate number of shares issuable under the Purchase Plan will be 4,298,424, which represents approximately 10% of the outstanding shares of Common Stock on the date the Board approved the Purchase Plan.

The primary purpose of the Purchase Plan is to assist eligible employees in acquiring a stock ownership interest in the Company pursuant to a plan intended to qualify as an "employee stock purchase plan" within the meaning of Section 423(b) of the Internal Revenue Code and to help eligible employees provide for their future security and to encourage them to remain in the employment of the Company and its participating subsidiaries. The Purchase Plan gives employees an opportunity to purchase shares of Common Stock at a discounted price. We believe that our stockholders will correspondingly benefit from the increased interest on the part of participating employees in the success of the Company.

We believe that the Purchase Plan is a powerful incentive and retention tool that will benefit all of our stockholders. Specifically, we believe the Purchase Plan will enable the Company to: (1) provide eligible employees with a convenient means of acquiring an equity interest in the Company through payroll deductions, (2) enhance such employees' sense of participation in the affairs of the Company, and (3) provide an incentive for continued employment. The Purchase Plan will also align the interests of employees with those of stockholders through increased stock ownership.

The Board approved the Purchase Plan based upon a recommendation of the Compensation Committee. In making its determination, the Compensation Committee and the Board considered various factors in determining the appropriate share reserve under the Purchase Plan, including an analysis prepared by Radford of practices of our 2016 peer group of Companies described in "Executive Compensation—Compensation Discussion and Analysis—Role of Compensation Consultant in Determining Executive Compensation" and certain burn rate, dilution and overhang metrics as well as the costs of the share reserve. Specifically, the Board and the Compensation Committee considered that:

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PROPOSAL 5—APPROVAL OF EMPLOYEE STOCK PURCHASE PLAN

In light of the factors described above, and the fact that the Board believes that offering an employee stock purchase plan is important to the Company's ability to continue to attract and retain employees in the labor markets in which we compete for talent, the Board has determined that the size of the share reserve under the Purchase Plan is reasonable and appropriate at this time. The Board will not create a subcommittee to evaluate the risks and benefits for issuing the shares reserved for issuance under the Purchase Plan.

SUMMARY OF THE PURCHASE PLAN

This section summarizes certain principal features of the Purchase Plan, subject to stockholder approval. The summary is qualified in its entirety by reference to the complete text of the Purchase Plan. Stockholders are urged to read the actual text of the Purchase Plan in its entirety which is set forth in Exhibit B to this proxy statement.

Shares Available; Administration

A total of 429,842 shares of Common Stock are initially reserved for issuance under the Purchase Plan. In addition, the number of shares available for issuance under the Purchase Plan will be annually increased on the January 1 of each year during the term of the Purchase Plan, beginning on January 1, 2017 and ending on and including January 1, 2026, by an amount equal to the lesser of: (a) 1% of the shares outstanding on the final day of the immediately preceding calendar year and (b) such smaller number of shares as is determined by the Board. The maximum aggregate number of shares issuable under the Purchase Plan is 4,298,424. We intend to register the shares reserved for issuance under the Purchase Plan on a Form S-8.

The Board or its committee will have authority to interpret the terms of the Purchase Plan and determine eligibility of participants. We expect that the Compensation Committee will be the initial administrator of the Purchase Plan. No purchase rights granted under the Purchase Plan, and no shares of the Company's stock will be issued under the Purchase Plan, until the Purchase Plan has been approved by our stockholders.

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Eligibility

Our employees are eligible to participate in the Purchase Plan, if they are customarily employed by us or a participating subsidiary for at least 20 hours per week and five months or more in any calendar year. However, an employee may not be granted rights to purchase stock under our Purchase Plan if such employee, immediately after the grant, would own (directly or through attribution) stock possessing 5% or more of the total combined voting power or value of all classes of our common or other class of stock. The Purchase Plan administrator may also elect to exclude certain employees from participating in an offering period if the exclusion is applied in an identical manner under each offering period to all employees. As of March 29, 2016, the Company had approximately 122 employees who could have been eligible to participate in the Purchase Plan had the Purchase Plan been in effect and the subsidiaries for whom such employees work been designated as participating companies under the Purchase Plan.

Awards

The Purchase Plan is intended to qualify under Section 423 of the Internal Revenue Code and stock will be offered under the Purchase Plan during offering periods. The length of the offering periods under the Purchase Plan will be determined by the administrator of the Purchase Plan and may be up to 27 months long. Employee payroll deductions will be used to purchase shares on each purchase date during an offering period. The purchase dates will be determined by the plan administrator for each offering period, and will generally be the final trading day in each offering period. Offering periods under the Purchase Plan will commence when determined by the plan administrator. The plan administrator may, in its discretion, modify the terms of future offering periods. The Purchase Plan permits participants to purchase Common Stock through payroll deductions of up to 25% of their eligible compensation, which includes a participant's gross base compensation for services to us, including overtime payments but excluding sales commissions, incentive compensation, bonuses, expense reimbursements, fringe benefits and other special payments. The plan administrator will establish a maximum number of shares that may be purchased by a participant during any offering period, which, in the absence of a contrary designation, will be 25,000 shares. In addition, no employee will be permitted to accrue the right to purchase stock under the Purchase Plan at a rate in excess of $25,000 worth of shares during any calendar year during which such a purchase right is outstanding (based on the fair market value per share of our Common Stock as of the first day of the offering period).

On the first trading day of each offering period, each participant will automatically be granted an option to purchase shares of our Common Stock. The option will expire at the end of the applicable offering period, and will be exercised at that time to the extent of the payroll deductions accumulated during the offering period. The purchase price of the shares will be designated by the Administrator prior to the start of an offering period and will not be less than 85% of the lower of the fair market value of our Common Stock on the first trading day of the offering period or on the purchase date. Participants may voluntarily end their participation in the Purchase Plan at any time at least one week prior to the end of the applicable offering period, and will be paid their accrued payroll deductions that have not yet been used to purchase shares of Common Stock. Participation ends automatically upon a participant's termination of employment. A participant may not transfer rights granted under the Purchase Plan other than by will, the laws of descent and distribution or as otherwise provided under the Purchase Plan.

Certain Transactions

In the event of certain non-reciprocal transactions with stockholders known as "equity restructurings," the plan administrator will make equitable adjustments to the Purchase Plan and outstanding awards. In the event of certain significant transactions or a change in control, the plan administrator may provide for (1) either the replacement of outstanding rights with other rights or property or termination of outstanding rights in exchange for cash, (2) the assumption or substitution of outstanding rights by the successor or survivor corporation or parent or subsidiary thereof, if any, (3) the adjustment in the number and type of shares of Common Stock subject to outstanding rights, (4) the use of participants' accumulated payroll deductions to purchase Common Stock on a new purchase date prior to the next scheduled purchase date and termination of any rights under ongoing offering periods or (5) the termination of all outstanding rights.

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PROPOSAL 5—APPROVAL OF EMPLOYEE STOCK PURCHASE PLAN

Plan Amendment

The plan administrator may amend, suspend or terminate the Purchase Plan at any time. However, stockholder approval of any amendment to the Purchase Plan will be obtained for any amendment which increases the aggregate number or changes the type of shares that may be sold pursuant to rights under the Purchase Plan, changes the corporations or classes of corporations whose employees are eligible to participate in the Purchase Plan or changes the Purchase Plan in any manner that would cause the Purchase Plan to no longer be an employee stock purchase plan within the meaning of Section 423(b) of the Internal Revenue Code.

FEDERAL INCOME TAX CONSEQUENCES

The following is a general summary under current law of the material U.S. federal income tax consequences to an employee who participates in the Purchase Plan. This summary deals with the general U.S. federal income tax principles that apply and is provided only for general information. Some kinds of taxes, such as state, local and foreign income taxes and federal employment taxes, are not discussed. Tax laws are complex and subject to change and may vary depending on individual circumstances and from locality to locality. This summary also assumes that the Purchase Plan complies with Section 423 of the Internal Revenue Code and is based on the tax laws in effect as of the date of this proxy statement. Changes to these laws could alter the tax consequences described below. The summary does not discuss all aspects of federal income taxation that may be relevant in light of a participant's personal circumstances. This summarized tax information is not tax advice and a participant of an award should rely on the advice of his or her legal and tax advisors.

The right of participants to make purchases under the Purchase Plan are intended to qualify under the provisions of Section 423 of the Internal Revenue Code. Under the applicable Internal Revenue Code provisions, no income will be taxable to a participant until the sale or other disposition of the shares purchased under the Purchase Plan. Upon such sale or disposition, the participant will generally be subject to tax in an amount that depends upon the length of time such shares are held by the participant prior to disposing of them. If the shares are sold or disposed of more than two years from the first day of the offering period during which the shares were purchased and one year from the date of purchase, or if the participant dies while holding the shares, the participant (or his or her estate) will recognize ordinary income measured as the lesser of (1) the excess of the fair market value of the shares at the time of such sale or disposition over the purchase price or (2) an amount equal to 15% of the fair market value of the shares as of the first day of the offering period. Any additional gain will be treated as long-term capital gain. If the shares are held for the holding periods described above but are sold for a price that is less than the purchase price, there is no ordinary income and the participating employee has a long-term capital loss for the difference between the sale price and the purchase price.

If the shares are sold or otherwise disposed of before the expiration of the holding periods described above, the participant will recognize ordinary income generally measured as the excess of the fair market value of the shares on the date the shares are purchased over the purchase price. Any additional gain or loss on such sale or disposition will be long-term or short-term capital gain or loss, depending on how long the shares were held following the date they were purchased by the participant prior to disposing of them.

We are not entitled to a deduction for amounts taxed as ordinary income or capital gain to a participant except to the extent of ordinary income recognized upon a sale or disposition of shares prior to the expiration of the holding periods described above.

NEW PLAN BENEFITS

Because the number of shares that may be purchased under the Purchase Plan will depend on each employee's voluntary election to participate and on the fair market value of our Common Stock at various future dates, the actual number of shares that may be purchased by any individual cannot be determined in advance. No shares of Common Stock have been issued under the Purchase Plan as it is not yet effective.

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PROPOSAL 5—APPROVAL OF EMPLOYEE STOCK PURCHASE PLAN

RECOMMENDATION OF THE BOARD OF DIRECTORS


ARROW
  The Board of Directors unanimously recommends a vote FOR the approval of the Radius Health, Inc. 2016 Employee Stock Purchase Plan.

STOCKHOLDER APPROVAL REQUIREMENT

This proposal requires the affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively (excluding abstentions) by the holders entitled to vote on the proposal. Abstentions and broker non-votes will have no effect on the outcome of this proposal.

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Executive Officers

EXECUTIVE OFFICERS

The following table identifies our current executive officers:

Name


Age

Position

Robert E. Ward 1

  58   President, Chief Executive Officer and Director

B. Nicholas Harvey 2

  55   Senior Vice President, Chief Financial Officer, Treasurer and Secretary

Lorraine Fitzpatrick, M.D. 3

  62   Chief Medical Officer

David Snow 4

  54   Chief Commercial Officer

Brent Hatzis-Schoch 5

  51   Senior Vice President and General Counsel

Gary Hattersley, Ph.D. 6

  49   Senior Vice President, Chief Scientific Officer

Dinesh Purandare 7

  52   Senior Vice President, Head of Global Oncology

Gregory Williams, Ph.D. 8

  56   Chief Development Officer
1
See biography on page 11 of this proxy statement.

2
B. Nicholas Harvey has served as our Senior Vice President, Chief Financial Officer, Treasurer and Secretary since November 2010, and served as a member of our Board of Directors from November 2010 until the consummation of the Merger in May 2011. Mr. Harvey served as the Chief Financial Officer and Senior Vice President of our predecessor company from December 2006 to May 2011. Mr. Harvey received a Bachelor of Economics degree and a Bachelor of Laws degree with first-class honors from the Australian National University and an M.B.A. from the Harvard Business School.

3
Lorraine Fitzpatrick, M.D., has served as our Chief Medical Officer since July 2015. Prior to joining Radius, Dr. Fitzpatrick was a Medicine Development Leader and Group Director at GlaxoSmithKline, a pharmaceutical company, from August 2006 to July 2015. Prior to GlaxoSmithKline, she was an Executive Director at Amgen Inc., a biopharmaceutical company, focusing on osteoporosis and oncology from 2004 to 2006. She has served as Chair of the General Clinical Research Center study section of the National Center for Research Resources, National Institute of Health, or NIH; on the Advocacy Committee of the American Society of Bone and Mineral Research, or ASBMR; and as Chair of the Public Communications Committee and the Media Relations Steering Committee of The Endocrine Society, TES. She has also been a member of the Publications Committee of the ASBMR and TES and on the Advisory Committee for the Office of Research on Women's Health at the NIH. Dr. Fitzpatrick has served on the National Committee for Quality Assurance Technical Subgroup on Osteoporosis, the Clinical Guidelines Committee of TES, the Scientific Program Committees of North American Menopause Society and the ASBMR, and as Associate Editor for The Mayo Clinic Proceedings and the American Medical Association Scientific Advisory Board: Osteoporosis Guidelines. Dr. Fitzpatrick received a B.S. in Molecular Biology from Wellesley College and received her medical degree from the Pritzker School of Medicine at the University of Chicago.

4
David Snow has served as our Chief Commercial Officer since September 2015. Prior to joining Radius, Mr. Snow was President of the biopharmaceutical company, AstraZeneca's China business from January 2012 to December 2014. He was also the first global commercialization Vice President for AstraZeneca's prescription medication Brilinta and head of U.S. Commercial Operations from March 2010 to December 2011. Before joining AstraZeneca, Mr. Snow held numerous global and U.S. commercial leadership roles for Bristol-Myers Squibb, Searle and Hoechst-Roussel. He served on the Research and Development based Pharmaceutical Association Committee industry association board in China for several years. Mr. Snow received his B.S. in Business Administration from Auburn University, and an M.B.A from New York University—Leonard N. Stern School of Business.

5
Brent Hatzis-Schoch has served as our Senior Vice President and General Counsel since April 2015. From February 2015 to April 2015, Mr. Hatzis-Schoch served part-time as our General Counsel. From July 2013 to April 2015, Mr. Hatzis-Schoch was Senior Vice President and Chief Legal Counsel of Merz Pharma in Frankfurt, Germany. Prior to Merz, Mr. Hatzis-Schoch served for five years as General Counsel to Agennix AG, a publicly-traded development stage biopharmaceutical company. He has held senior legal positions in the U.S. and internationally, including as European legal counsel for Baxter International, Associate General Counsel of Pharmacia Corporation, and General Counsel of GPC Biotech AG. Mr. Hatzis-Schoch holds a J.D. from George Washington University and a B.A. from the University of Delaware.

6
Gary Hattersley, Ph.D., served as Chief Scientific Officer since January 2014. Prior to his current role, Dr. Hattersley served as our Senior Vice President of Preclinical Development from December 2011 to December 2013, and President of Biology from May 2011 to December 2011. From 2003 until the Merger, Dr. Hattersley served in various roles in our predecessor company, including as Vice President of Biology, Senior Director of Research and Director of Disease Biology & Pharmacology. Dr. Hattersley received a Ph.D. in Experimental Pathology from St. George's Hospital Medical School.

7
Dinesh Purandare has served as our Senior Vice President, Head of Global Oncology since March 2015. Prior to joining Radius, Mr. Purandare spent five years at Sanofi Oncology, a pharmaceutical company. He held the role of Vice President and Head of Marketing from March 2010 to
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Vice President and Head of Oncology Center of Excellence at GlaxoSmithKline headquarters in the UK and held other senior positions at Pharmacia /Pfizer and Farmitalia Carlo Erba (Milan, Italy). Mr. Purandare received degrees in Business Management and Organic Chemistry from the University of Bombay. He also received a Diploma in Advanced Marketing Management from the Chartered Institute of Marketing, U.K.

8
Gregory Williams, Ph.D., has served as our Chief Development Officer since January 2014. Prior to joining Radius, Dr. Williams was Vice President of Regulatory Affairs, Global Product and Clinical Development, and Program Management with The Medicines Company, a biopharmaceutical company, from 2006 to 2013. He was Vice President of Regulatory Affairs, Regulatory Compliance and Program Management for NPS Pharmaceuticals, a pharmaceutical company, from 2004 to 2006. Dr. Williams has a Ph.D. in Biopharmaceutics from Rutgers University and an M.B.A. from Cornell University.
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Corporate Governance

GENERAL

Our Board of Directors has adopted Corporate Governance Guidelines, a Code of Business Conduct and Ethics and charters for our Nominating and Corporate Governance Committee, Audit Committee, Compensation Committee and Strategy Committee to assist the Board in the exercise of its responsibilities and to serve as a framework for the effective governance of Radius. You can access our current committee charters and our Code of Business Conduct and Ethics in the "Corporate Governance" section of the "Investors" page of our website located at www.radiuspharm.com, or by writing to our Secretary at our offices at 950 Winter Street, Waltham, Massachusetts, 02451.

BOARD COMPOSITION

Our Board of Directors currently consists of ten (10) members: Alan H. Auerbach, Willard H. Dere, M.D., Catherine J. Friedman, Ansbert K. Gadicke, M.D., Jean-Pierre Garnier, Kurt C. Graves, Owen Hughes, Anthony Rosenberg, Debasish Roychowdhury, M.D., and Robert E. Ward. As indicated in our Restated Certificate of Incorporation, the authorized number of directors may be changed only by resolution of the Board of Directors. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. Our directors may be removed only for cause by the affirmative vote of the holders of at least two-thirds of the outstanding shares of our Common Stock.

Our Board of Directors is currently divided into three classes with staggered, three-year terms. At each annual meeting of stockholders, the successor to each director whose term then expires will be elected to serve from the time of election and qualification until the third annual meeting following election or such director's death, resignation or removal, whichever is earliest to occur.

DIRECTOR INDEPENDENCE

Our Board of Directors has affirmatively determined that each of Alan H. Auerbach, Willard H. Dere, M.D., Catherine J. Friedman, Ansbert K. Gadicke, M.D., Jean-Pierre Garnier, Kurt C. Graves, Owen Hughes, Anthony Rosenberg, and Debasish Roychowdhury, M.D., is an "independent director," as defined under NASDAQ rules. In evaluating and determining the independence of the directors, the Board of Directors considered the relationships that each such director has with our company and all other facts and circumstances that the Board of Directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each such director.

DIRECTOR CANDIDATES

The Nominating and Corporate Governance Committee is responsible for searching for qualified director candidates for election to the Board and filling vacancies on the Board. To facilitate the search process, the Nominating and Corporate Governance Committee may solicit our current directors and executives for the names of potentially qualified candidates or ask directors and executives to pursue their own business contacts for the names of potentially qualified candidates. The Nominating and Corporate Governance Committee may also consult with outside advisors or retain search firms to assist in the search for qualified candidates, or consider director candidates recommended by our stockholders. In 2015 and to date in 2016, the Company engaged and paid a fee to a third party firm to identify potential director nominees. This firm assisted our Nominating and Corporate Governance Committee in identifying Catherine J. Friedman, Jean-Pierre Garnier, and Debasish Roychowdhury, M.D. Once potential candidates are identified, the Nominating and Corporate Governance Committee reviews the backgrounds of those candidates, evaluates candidates' independence from Radius and potential conflicts of interest and determines if candidates meet the qualifications desired by the committee of candidates for election as director. To the extent feasible, candidates are interviewed by the Nominating and Corporate Governance Committee, other members of the Board, and members of our executive management. Anthony Rosenberg, a Class III director elected to the Board in 2015, was recommended by a non-management director.

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CORPORATE GOVERNANCE

In considering whether to recommend any particular candidate for inclusion in the Board's slate of recommended Director nominees, the Nominating and Corporate Governance Committee will apply the criteria set forth in our Corporate Governance Guidelines. These criteria include the candidate's integrity, ethics and values; practical business judgement; experience in corporate management and finance; relevant social policy concerns; professional and academic experience relevant to our industry and operations; and experience as a board member or executive officer of another publicly held company. The Nominating and Corporate Governance Committee also considers the candidate's diversity of expertise and experience in substantive matters pertaining to our business relative to other Board members, as well as diversity of background and perspective, including, but not limited to, with respect to age, gender, race, place of residence and specialized experience. The Board evaluates each individual in the context of the Board as a whole, with the objective of assembling a group that can best perpetuate our success and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas. In determining whether to recommend a director for re-election, the Nominating and Corporate Governance Committee may also consider the director's past attendance at meetings and participation in and contributions to the activities of the Board.

Stockholders may recommend individuals to the Nominating and Corporate Governance Committee for consideration as potential Director candidates by submitting the names of the recommended individuals, together with appropriate biographical information and background materials, to the Nominating and Corporate Governance Committee, c/o Secretary, Radius Health, Inc., 950 Winter Street, Waltham, Massachusetts, 02451. In the event there is a vacancy, and assuming that appropriate biographical and background material has been provided on a timely basis, the Committee will evaluate stockholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others.

COMMUNICATIONS FROM STOCKHOLDERS

The Board will give appropriate attention to written communications that are submitted by stockholders, and will respond if and as appropriate. Our Secretary is primarily responsible for monitoring communications from stockholders and for providing copies or summaries to the Directors as he considers appropriate.

Communications are forwarded to all Directors if they relate to important substantive matters and include suggestions or comments that our Secretary and Chairman of the Board consider to be important for the Directors to know. In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances and matters as to which we tend to receive repetitive or duplicative communications. Stockholders who wish to send communications on any topic to the Board should address such communications to the Board of Directors by writing: c/o Secretary, Radius Health, Inc., 950 Winter Street, Waltham, Massachusetts, 02451.

BOARD LEADERSHIP STRUCTURE AND ROLE IN RISK OVERSIGHT

Our Board of Directors is currently chaired by Mr. Graves. As a general policy, our Board believes that separation of the positions of Chairman and Chief Executive Officer reinforces the independence of the Board from management, creates an environment that encourages objective oversight of management's performance and enhances the effectiveness of the Board of Directors as a whole. As such, Mr. Ward serves as our President and Chief Executive Officer while Mr. Graves serves as the Chairman of the Board but is not an officer of the company. We expect and intend the positions of Chairman of the Board of Directors and Chief Executive Officer to continue to be held by two individuals in the future.

Our Board and Board committees have an active role in overseeing management of our risks. The Board regularly reviews information regarding our credit, liquidity and operations, as well as the risks associated with each. Our Compensation Committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements. Our Audit Committee oversees management of financial risks. The Nominating and Corporate Governance Committee manages risks associated with the independence of the Board and

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CORPORATE GOVERNANCE

potential conflicts of interest. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board stays regularly informed through committee reports about such risks. The Board does not believe that its role in the oversight of our risks affects the Board's leadership structure.

CODE OF ETHICS

We have adopted a Code of Business Conduct and Ethics that applies to all of our directors, officers and employees. A copy of the code is available on our website at www.radiuspharm.com in the "Corporate Governance" section of the "Investors" page. In addition, we intend to post on our website all disclosures that are required by SEC rules or NASDAQ rules concerning any amendments to, or waivers from, any provision of the code.

ATTENDANCE BY MEMBERS OF THE BOARD OF DIRECTORS AT MEETINGS

There were six (6) meetings of the Board of Directors during the fiscal year ended December 31, 2015. During the fiscal year ended December 31, 2015, each Director attended at least 75% of the aggregate of (i) all meetings of the Board of Directors and (ii) all meetings of the committees on which the Director served during the period in which he or she served as a Director, except for Alan Auerbach and Ansbert K. Gadicke.

Currently, we do not maintain a formal policy regarding director attendance at the Annual Meeting; however, it is expected that absent compelling circumstances directors will attend. Seven directors attended the 2015 Annual Meeting of Stockholders in person. Ms. Friedman, Dr. Roychowdhury, and Mr. Garnier joined our Board subsequent to the date of the 2015 Annual Meeting of Stockholders.

EXECUTIVE SESSIONS

As provided in our Corporate Governance Guidelines, the non-management directors meet in executive session without management directors or management present on a regularly scheduled basis, but no less than twice per year. In addition, our Corporate Governance Guidelines provide that the independent directors must also meet separately at least once per year in an executive session.

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Committees of the Board

Our Board has established four standing committees—Audit, Compensation, Nominating and Corporate Governance and Strategy—each of which operates under a written charter that has been approved by our Board.

The members of each of the Board committees are set forth in the following chart.

Name


Audit

Compensation

Nominating and
Corporate
Governance



Strategy

Alan H. Auerbach

      X       X

Willard H. Dere, M.D.

  X     X  

Catherine Friedman

  Chair   X        

Ansbert K. Gadicke, M.D.

        X

Jean-Pierre Garnier

      Chair        

Kurt C. Graves

    X   Chair   X

Owen Hughes

  X            

Anthony Rosenberg

        Chair

Debasish Roychowdhury, M.D.

          X    

Robert E. Ward

               

AUDIT COMMITTEE

Our Audit Committee oversees our corporate accounting and financial reporting process. Among other matters, the Audit Committee:

The members of the Audit Committee are Catherine J. Friedman, Owen Hughes, and Willard H. Dere, M.D. Ms. Friedman serves as chairperson of the committee. Each member of the Audit Committee meets the independence requirements of Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and is able to read and understand fundamental financial statements, as required by the NASDAQ rules. In addition, our Board of Directors has determined that Ms. Friedman is an "audit committee financial expert" as defined under the rules of the SEC and has the requisite financial sophistication as defined under the NASDAQ rules.

The Audit Committee met four (4) times during the fiscal year ended December 31, 2015.

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COMMITTEES OF THE BOARD

COMPENSATION COMMITTEE

Our compensation committee reviews and recommends policies relating to compensation and benefits of our officers and employees. The compensation committee:

The Compensation Committee has the authority to retain or obtain the advice of compensation consultants, legal counsel and other advisors to assist in carrying out its responsibilities.

The Compensation Committee may delegate its authority under its charter to one or more subcommittees as it deems appropriate from time to time as further described in its charter, which is available on our website at www.radiuspharm.com. The Compensation Committee may also delegate to an executive officer the authority to grant equity awards to certain employees, as further described in its charter and subject to the terms of our equity plans.

The members of our Compensation Committee are Alan H. Auerbach, Catherine J. Friedman, Jean-Pierre Garnier and Kurt Graves. Mr. Garnier serves as the chairman of the committee. Our Board has determined that each member of the Compensation Committee is independent under the NASDAQ rules, including the NASDAQ rules specific to compensation committee independence.

The Compensation Committee met seven (7) times during the fiscal year ended December 31, 2015.

For information regarding the role of compensation consultants and executive officers in determining executive compensation refer to "Executive Compensation—Compensation Discussion and Analysis—Role of Compensation Consultant in Determining Executive Compensation" and "Executive Compensation—Compensation Discussion and Analysis—Role of Executive Officers in Determining Executive Compensation" below.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

The Nominating and Corporate Governance Committee, among other things:

Our Nominating and Corporate Governance Committee consists of Kurt C. Graves, Willard H. Dere, M.D. and Debasish Roychowdhury, M.D. Mr. Graves serves as the chairman of the committee.

The Nominating and Corporate Governance Committee met three (3) times during the fiscal year ended December 31, 2015.

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COMMITTEES OF THE BOARD

STRATEGY COMMITTEE

The Strategy Committee, among other things:

Our Strategy Committee consists of Alan H. Auerbach, Ansbert K. Gadicke, M.D., Kurt C. Graves and Anthony Rosenberg. Mr. Rosenberg serves as the chairman of the committee.

The Strategy Committee met four (4) times during the fiscal year ended December 31, 2015.

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Executive Compensation

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis provides an overview and analysis of the compensation awarded to or earned by our named executive officers identified in the Summary Compensation Table below during 2015, including the elements of our compensation program for named executive officers, material compensation decisions made under that program during 2015 and the material factors considered in making those decisions.

Our named executive officers for the year ended December 31, 2015 are:

I. Compensation Philosophy and Objectives

We intend that total compensation for our named executive officers reflect a "pay for performance" compensation philosophy. Total compensation is allocated between compensation elements, taking into consideration the balance between providing short-term incentives and long-term investment in our financial performance, in a manner intended to align the interests of our named executive officers with the interests of our stockholders, reward value creation and provide competitive pay and benefits to our named executive officers. Variable incentive compensation is a key component of our compensation strategy and helps to ensure that total compensation reflects the overall success or failure of our company.

To achieve our compensation objectives, the Company provides executives with a total compensation package consisting primarily of the following fixed and variable compensation elements:

Compensation Element

Purpose
Base Salary   Recognize performance of job responsibilities and attract and retain individuals with superior talent
Annual Cash Incentive Plan   Provide short-term incentives to attain financial measures
Equity Incentive Awards   Promote the maximization of stockholder value by aligning the interests of employees and stockholders

II. Stockholder Say-On-Pay Votes

At our Annual Meeting of Stockholders held on May 7, 2015, we provided our stockholders with the opportunity to cast an advisory vote on executive compensation, and in future years such advisory vote will occur annually. Over 91% of the votes cast on this "say on pay" vote were voted in favor of the proposal. We have considered the results of such vote and believe the support of our stockholders for the vote proposal indicates that our stockholders are generally supportive of our approach to executive compensation. Thus we did not make changes to our executive compensation arrangements in response to the vote or to our compensation policies. In the future, we will continue to consider the outcome of our "say on pay" votes when making compensation decisions regarding our named executive officers and determining compensation policies.

III. Determination of Compensation Awards

Our Compensation Committee has principal authority for determining and approving, or recommending to our Board for approval, the compensation awards available to our named executive officers and is charged with reviewing our

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EXECUTIVE COMPENSATION

executive compensation policies and practices to ensure adherence to our compensation philosophies and objectives. In determining 2015 executive compensation, the Compensation Committee consulted with our President and Chief Executive Officer and utilized the services of a third-party compensation consultant. Refer to "Role of Compensation Consultant in Determining Executive Compensation" and "Role of Executive Officers in Determining Executive Compensation" below for additional information. Radford assisted with benchmarking senior executive new hires to support the Company and Compensation Committee in determining fully competitive and appropriate pay levels. The Compensation Committee did not know the identities of the constituent companies that comprised this survey data.

We believe that direct ownership in our company provides our named executive officers with a strong incentive to increase the value of our company. We do not currently have any formal stock ownership guidelines but we have historically encouraged equity ownership by named executive officers through awards of stock options. We believe these awards align our named executive officers' interests with our stockholders' interests.

Role of Compensation Consultant in Determining Executive Compensation

When making compensation decisions in 2015, our Compensation Committee considered advice and data provided by Radford, an Aon company. Radford did not report directly to the Compensation Committee and was retained by the Company at the recommendation of management to provide the Compensation Committee with peer group and market information that the Compensation Committee used when determining whether our executive compensation is competitive, commensurate with the executive officers' responsibilities and consistent with market trends in executive compensation practices for companies. Radford also provides services to us that are unrelated to executive compensation. The Compensation Committee has considered the adviser independence factors required under SEC rules as they relate to Radford and does not believe Radford's work in 2015 raised a conflict of interest.

In connection with the Compensation Committee's review of our executive compensation programs in December 2014, Radford conducted and presented to the Compensation Committee a competitive assessment of our compensation program for executive officers with respect to pay philosophies, pay mix, cash and equity-linked compensation. In performing this competitive assessment, Radford used a peer group selected by the Compensation Committee in consultation with Radford based on revenue, industry and executive role considerations. The peer group was used when determining 2015 compensation for our named executive officers and was comprised of the following twenty publicly traded companies in the pharmaceutical, biotechnology and life sciences industries that represent competitors for executive talent and capital:

Acceleron Pharma

 

New Link Genetics

Aerie Pharmaceuticals

 

OncoMed Pharmaceuticals

Ambit Biosciences

 

Ophthotech

Auspex Pharmaceuticals

 

Portola Pharmaceuticals

Bluebird Bio

 

Sage Therapeuticals

Celldex Therapeutics

 

Synta Pharmaceuticals

Chimerix

 

Tesaro

Enanta Pharmaceuticals

 

Tetraphase Pharmaceuticals

Flexion Therapeutics

 

Xencor

Infinity Pharmaceuticals

 

Ziopharm Oncology

Radford observed that the companies in the peer group generally target the market 50th percentile for cash compensation and at or above the market 50th percentile for equity compensation.

Based upon Radford's and management's recommendations and the exercise by the Compensation Committee's members of their industry knowledge and business judgment, the Compensation Committee determined it was appropriate to adopt a policy of targeting base salary and total cash compensation at the 50th percentile of the peer group and targeting long-term equity incentives at the 50th to 75th percentile of the peer group.

In connection with the Compensation Committee's review of our executive compensation programs in November of 2015, Radford conducted and presented to the Compensation Committee an assessment of the 2015 peer group, taking into account the progress of the Company in advancing its development programs and its growth. In particular,

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the Compensation Committee considered new selection criteria for the peer group to include companies with products under regulatory review or in the early stage of commercialization. As a result of that review, the peer group was updated for 2016 to be comprised of the following nineteen publicly traded companies in the pharmaceutical, biotechnology and life sciences industries that represent competitors for executive talent and capital:

ACADIA Pharmaceuticals

 

Intercept Pharmaceuticals

Alnylam Pharmaceuticals

 

Ironwood Pharmaceuticals

Anacor Pharmaceuticals

 

Lexicon Pharmaceuticals

bluebird bio

 

Neurocrine Biosciences

Celldex Therapeutics

 

New Link Genetics

Chimerix

 

Ophthotech

Clovis Oncology

 

Portola Pharmaceuticals

Dyax

 

Tesaro

Exelixis

 

Ultragenyx Pharmaceutical

INSYS Therapeutics

   

Role of Executive Officers in Determining Executive Compensation

Our President and Chief Executive Officer made recommendations to the Compensation Committee to assist it in determining 2015 compensation levels. In addition, our President and Chief Executive Officer provided the Compensation Committee with a review of the performance of the other executive officers. While the Compensation Committee utilized this information and valued management's observations with regard to compensation, the ultimate decisions regarding 2015 executive compensation were made by the Compensation Committee or the Board upon the recommendation of the Compensation Committee.

IV. Components of Compensation

Our executive compensation program utilizes three primary pay components: base salary, annual performance-based cash incentive awards and periodic equity-based incentives, typically in the form of stock options.

Base Salary

Base salaries for our named executive officers were initially established through arm's length negotiation at the time an executive was hired. In connection with the hiring of Dr. Fitzpatrick, Mr. Snow and Mr. Hatzis-Schoch in 2015, the Compensation Committee assessed market survey data based on the experience of the candidates in order to develop a compensation package, including their annual base salaries, that the Compensation Committee believed necessary to attract and retain the employment of Dr. Fitzpatrick and Messrs. Snow and Hatzis-Schoch.

The Compensation Committee periodically reviews and evaluates, with input from our President and Chief Executive Officer other than with respect to his own salary, the need for adjustment of the base salaries of named executive officers based on changes and expected changes in the scope of an executive's responsibilities, including promotions, the individual contributions made by and performance of the executive during the prior fiscal year, the executive's performance over a period of years, overall labor market conditions, the relative ease or difficulty of replacing the executive with a well-qualified person, our overall growth and development as a company and general salary trends in our industry. No specific weight is assigned to any of these criteria.

The following table sets forth the base salaries of our named executive officers for 2015 and 2016.

Name

2015 Base
Salary


Percent
Change 1

2016 Base
Salary


Percent
Change 1

Robert E. Ward

$ 477,700 6% $ 525,471 10%

B. Nicholas Harvey

$ 313,900 6% $ 332,700 6%

Lorraine Fitzpatrick

$ 350,000 N/A $ 378,000 8%

David Snow

$ 385,000 N/A $ 396,600 3%

Brent Hatzis-Schoch

$ 367,300 N/A $ 378,300 3%
1
Represents the percentage change in base salary from the prior year. Base salaries are effective January 1 of the given year.
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Annual Performance-Based Cash Incentives

We believe that the payment of annual, performance-based cash compensation provides incentives necessary to retain executive officers and reward them for short-term company performance. Each named executive officer is eligible to receive an annual performance-based cash bonus based on achievement of performance goals developed by our Compensation Committee or Board with input from our President and Chief Executive Officer. Each named executive officer has a target annual bonus award amount, expressed as a percentage of the named executive officer's base salary. After the year is completed, the Compensation Committee reviews actual performance against the stated goals and determines subjectively what it believes to be the appropriate level of cash bonus, if any, for the named executive officers. For 2015, the actual bonus amounts for our named executive officers were approved by our Compensation Committee.

The 2015 target bonus percentages for Dr. Fitzpatrick, Mr. Snow and Mr. Hatzis-Schoch were established in connection with their hiring at levels that the Compensation Committee believed, based on the collective experience and judgment of its members and the Compensation Committee's review of market survey data, were appropriate to attract and retain the employment of Dr. Fitzpatrick, and Messrs. Snow and Hatzis-Schoch and to motivate them to maintain a high level of performance. In December 2014, the Compensation Committee reviewed our executive compensation programs and approved a 5% increase in each of Mr. Ward's and Mr. Harvey's annual bonus target for 2015. These increases were based upon recommendations by Radford and management and were intended to help the Company maintain a competitive executive compensation package and implement the pay philosophy of targeting total cash compensation for executive officers at a level approximating the 50th percentile of the 2015 peer group described above.

Our corporate, financial and operational goals for our 2015 fiscal year were:

In February 2016, the Compensation Committee met to review performance against the Company's goals for 2015. The Compensation Committee determined that the Company had met all goals set for fiscal year 2015, with the exception of the submission of the NDA for abaloparatide-SC, which the Company decided in November 2015 to move to the end of the first quarter of 2016. The Compensation Committee concluded that the Company had exceeded the goal regarding progress with clinical development of RAD1901 by initiating a phase 2b clinical trial of RAD1901 in vasomotor symptoms prior to year-end in addition to the progress made with clinical development of RAD1901 in breast cancer. The Compensation Committee also determined that the Company had significantly exceeded the goal to achieve year-end financial status consistent with the approved budget by ending 2015 with $473.3 million in cash, cash equivalents and marketable securities. Overall, the Compensation Committee determined that actual corporate performance was one hundred and seven percent (107%) of target. The Compensation Committee also reviewed each individual named executive officer's performance within his or her area of responsibility and, based on the individual's performance against, and contribution to achievement of, our corporate goals and the scope of the executive officer's area of responsibility, as well as the collective business judgment and industry experience of the individual

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Compensation Committee members, the Compensation Committee approved the bonuses for our named executive officers set forth in the table below.

  2015 Target
Bonus 1


2015 Actual
Bonus 1
 
       

Name


% of Base Salary


$

% of Base Salary


$
 

Robert E. Ward

  55%     262,735   63%   $ 300,805  

B. Nicholas Harvey

  35%   109,865   45%   $ 141,067  

Lorraine Fitzpatrick

  35%     53,168   43%   $ 65,965  

David Snow

  35%   41,854   37%   $ 44,637  

Brent Hatzis-Schoch

  35%     128,555   44%   $ 160,938  
1
The amounts shown for Dr. Fitzpatrick and Mr. Snow are prorated to reflect their partial year of service with us in 2015.

In connection with the executive compensation review, the Compensation Committee also approved a 5% increase in each named executive officer's annual bonus target for 2016. These increases were based upon recommendations by Radford and management and were intended to help the Company maintain a competitive executive compensation package and implement the pay philosophy of targeting total cash compensation for executive officers at a level approximating the 50th percentile of the 2015 peer group described above.

Equity-Based Awards

Our Compensation Committee believes that employees in a position to make a substantial contribution to the long-term success of our company should have a significant and ongoing stake in our company. Equity awards not only compensate but also motivate and encourage retention of key employees by providing an opportunity for the recipients to participate in the ownership of the company. In addition, we believe equity awards align the interests of key employees with the interests of our stockholders.

We have historically made initial awards of stock options to named executive officers upon their commencing employment with us and from time to time thereafter as the Board or Compensation Committee determined appropriate to motivate, retain and reward the named executive officers for their performance and our success. Stock options have been tied to both time and performance based vesting conditions. Generally, our time-based stock options vest as to 25% of the underlying shares on the first anniversary of the date of grant (or employment commencement for initial awards) and in 36 monthly installments during the three years thereafter, subject to the holder's continued service through the vesting date. Our performance-based stock options are eligible to vest based on achievement key performance milestones selected by our Board or Compensation Committee with the intent of increasing stockholder value and encouraging long-term commitment to our success. Time-based awards may also be subject to accelerated vesting upon achievement of performance conditions.

For 2015, the Compensation Committee implemented a policy of targeting equity compensation for executive officers at the 50th to 75th percentile of the 2015 peer group described above. This policy was developed based on recommendations by Radford and management and was intended to help the Company maintain a competitive executive compensation package and more closely align the interests of named executive officers with the interests of stockholders by encouraging increased named executive officer equity holdings. The Compensation Committee evaluates various other factors when determining the precise number of equity-based awards to grant to named executive officers, including the base salary and target annual cash incentive opportunity of the named executive officer, the value of the total compensation package the committee deems appropriate to attract and retain highly qualified named executive officers in light of the competitive environment, a named executive officer's ability to influence and create long-term stockholder value and, with respect to awards granted to named executive officers from time to time after they have commenced employment, the equity-based holdings of the named executive officer and the individual's personal experience and performance in recent periods.

Dr. Fitzpatrick, Mr. Snow and Mr. Hatzis-Schoch each received stock option awards in 2015 in recognition of their commencing employment with us. The terms of these awards were negotiated at arm's length with the named executive officer at the time the named executive officer was hired.

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The following table sets forth the terms of the stock options:

Name



Grant Date




Number of
Option Awards
Granted
 

Lorraine Fitzpatrick

    7/27/2015     150,000 1  

David Snow

  9/9/2015   100,000 2  

Brent Hatzis-Schoch

    2/26/2015     140,000 3  
1
This stock option vests as to 25% of the underlying shares on July 27, 2016, and as to 1 / 48 th of the underlying shares on the same day of each of the 36 consecutive months thereafter.

2
This stock option vests as to 25% of the underlying shares on September 9, 2016, and as to 1 / 48 th of the underlying shares on the same day of each of the 36 consecutive months thereafter.

3
This stock option vests as to 5% of the underlying shares on February 26, 2016, an additional 20% on April 1, 2016 and as to 1 / 48 th of the underlying shares on the same day of each of the 36 consecutive months thereafter.

All of the awards detailed above were granted with an exercise price equal to the closing price of our common stock on the option grant date. For a discussion of the impact that certain terminations of employment or a change in control of our Company would have on the vesting of these awards, please see "—Potential Payments upon Termination or Change in Control."

In connection with his commencing employment, Mr. Snow received an award of 25,000 performance units ("PUs") in addition to his stock option award described above. Each PU which is earned entitles Mr. Snow to receive one share of our Common Stock if and when the PU vests. The PUs are earned, if at all, in three increments of 5,000 units, 10,000 units and 10,000 units if our average stock price on the NASDAQ Global Market measured over a measurement period of 45 consecutive trading days ending no later than September 9, 2018 exceeds $75, $100 and $120, respectively. Earned units vest on, and are converted into shares of our Common Stock after, the first anniversary of the final day of the measurement period with respect to which the units were earned. If Mr. Snow's employment is terminated without cause or due to his resignation for good reason within 12 months following a change in control, any unearned or unvested units will be deemed immediately earned and vested.

Retirement Programs

We maintain a tax-qualified 401(k) defined contribution plan in which substantially all of our full-time employees, including our named executive officers, are eligible to participate. During 2015, we provided an employer matching contribution equal to 100% of a participant's eligible contributions of up to 3% of eligible compensation, subject to limits established by the Internal Revenue Code. Effective January 1, 2016, we provide an employer matching contribution equal to 100% of a participant's eligible contributions of up to 3% of eligible compensation and 50% of the next 2% of eligible compensation, subject to limits established by the Internal Revenue Code. All matching contributions are fully vested when made. Our 401(k) plan is intended to provide our employees, including our named executive officers, with an opportunity for tax-efficient savings and long-term financial security. We do not maintain any defined benefit pension plans, non-qualified deferred compensation plans or other special or supplemental executive retirement programs.

Employee Benefits and Perquisites

Our named executive officers are eligible to participate in our employee benefit plans and programs, including medical and dental benefits, flexible spending accounts and short- and long-term disability and life insurance, to the same extent as our other full-time employees, with the exception of maximum coverage limits under our life insurance plan, subject to the terms and eligibility requirements of those plans. We believe that the availability of our broad-based employee benefit programs enhances employee morale and loyalty. We do not generally provide perquisites or other personal benefits or tax "gross-ups" or reimbursements to named executive officers, although we have from time to time reimbursed relocation expenses for executive officers who we require to relocate when performing their duties for us.

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Employment and Severance Arrangements

We consider maintenance of a strong management team essential to our success. To that end, the Company recognizes that the uncertainty which may exist among management with respect to their "at-will" employment with us could result in the departure or distraction of management personnel to our detriment. Accordingly, our Board and Compensation Committee have determined that severance arrangements are appropriate to encourage the continued attention and dedication of certain members of our management team and to allow them to focus on the value to stockholders of strategic alternatives without concern for the impact on their continued employment. Each of our named executive officers has entered into an agreement that entitles the named executive officer to severance payments and benefits in the event of certain terminations of employment or upon a change in control of our Company. In 2015, the Compensation Committee determined it was appropriate to develop standard severance protections for all of our management employees, including the named executive officers other than Mr. Ward, whose severance protections are set forth in his employment agreement. Consequently, in 2015, we entered into severance agreements with Dr. Fitzpatrick and Messrs. Harvey, Snow and Hatzis-Schoch. Mr. Harvey's severance agreement superseded the severance protections provided under his employment offer letter. The agreements with Dr. Fitzpatrick and Messrs. Snow and Hatzis-Schoch were entered into in connection with their commencing employment in 2015. The terms of these agreements, and Mr. Ward's employment agreement are as described below under "—Potential Payments upon Termination or Change in Control." In addition, all of our named executive officers have executed confidentiality and non-competition agreements pursuant to which the named executive officers have agreed not to disclose our confidential information during or after their employment with us or compete with us or solicit our customers or employees for a period of one year following termination or, for Mr. Ward, the longer of one year and the period during which Mr. Ward receives severance payments under his employment agreement.

Anti-Hedging Policy

Our insider trading compliance policy prohibits all employees, including our executive officers, and our directors from engaging in speculative transactions in our stock, including hedging transactions, short sales and pledges.

EXECUTIVE COMPENSATION TABLES

2015 Summary Compensation Table

Name and Principal Position


Year

Salary ($)

Bonus ($) 1

Option Awards
($) 2


Stock Awards
($) 3


Non-Equity
Incentive Plan
Compensation
($) 4




All Other
Compensation
($) 5



Total ($)
 

Robert E. Ward

  2015   477,700         300,805   9,111   787,616  

President, Chief Executive

  2014   450,000     7,469,189     506,250   8,832   8,434,271  

Officer and Director

  2013   18,750             18,750  

B. Nicholas Harvey

  2015   313,900         141,067   10,391   465,358  

Senior Vice President, Chief

  2014   296,159   50,000   842,265     111,060   8,484   1,307,968  

Financial Officer, Treasurer and Secretary

  2013   296,159         97,732   1,305   395,196  

Lorraine Fitzpatrick 6

  2015   151,910   25,000   5,803,500     65,965   6,165   6,052,540  

Chief Medical Officer

                                 

David Snow 6,7

  2015   119,583     3,436,000   1,239,765   44,637   3,576   4,843,561  

Chief Commercial Officer

                                 

Brent Hatzis-Schoch 8

  2015   279,718   100,000   3,411,660     160,938   123,758   4,076,074  

Senior Vice President and

                                 

General Counsel

                                 
1
The amounts shown for 2015 represent cash signing bonuses paid in connection with the named executive officer's commencement of employment with us. For Mr. Harvey, the 2014 amount shown represents a discretionary bonus received as a result of his efforts during our initial public offering.

2
Represents the aggregate grant date fair value of stock option awards made during the year computed in accordance with FASB ASC Topic 718. For additional information, including the assumptions used when valuing the awards, refer to note 11 to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on February 25, 2016.
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3
Represents the aggregate grant date fair value of PUs granted to Mr. Snow in 2015, computed in accordance with FASB ASC Topic 718. Fair value has been determined using a Monte Carlo simulation analysis. For additional information, including the assumptions used when valuing the awards, refer to note 11 to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on February 25, 2016. The maximum potential value of the performance units, based on the closing price per share of our Common Stock on the date they were granted, was $1,630,750.

4
Represents bonus amounts earned under our annual performance-based cash bonus program.

5
For 2015, the amounts include: for Mr. Ward $1,161 for life insurance premiums paid by us and $7,950 in employer matching contributions made pursuant to our 401(k) plan; for Mr. Harvey $2,441 for life insurance premiums paid by us and $7,950 in employer matching contributions made pursuant to our 401(k) plan; for Dr. Fitzpatrick $858 for life insurance premiums paid by us and $5,307 of matching contributions made pursuant to our 401(k) plan; for Mr. Snow $207 for life insurance premiums paid by us and $3,369 in employer matching contributions made pursuant to our 401(k) plan; and for Mr. Hatzis-Schoch $97,229 of reimbursements for certain expenses incurred in connection with his relocation to the Boston, Massachusetts area during 2015, $26,000 for reimbursements of income taxes incurred on the relocation expense reimbursements and $529 for life insurance premiums paid by us.

6
Dr. Fitzpatrick became an employee in July 2015.

7
Mr. Snow became an employee in September 2015.

8
Mr. Hatzis-Schoch joined the company on a part-time basis in February 2015 and became a full-time employee in April 2015. He received base salary at the rate of 25% of his full-time base salary during the period of his part-time employment.

2015 Grants of Plan-Based Awards

The following table sets forth information relating to equity granted and cash bonus opportunity awarded for 2015 to our named executive officers. All awards are made under our 2011 Equity Incentive Plan.

    Estimated Future Payouts Under Non-Equity
Incentive Plan Awards 1
 



Estimated Future Payouts Under Equity
Incentive Plan Awards 2
 







All Other
Option Awards:
Number of
Securities






Exercise or
Base Price of



Grant Date Fair
Value of Stock
 

Name


Grant Date



Threshold
($)




Target
($)




Maximum
($)




Threshold
(#)




Target
(#)




Maximum
(#)




Underlying
Options (#) 3




Option Awards
($/Sh)




and Option
Awards 4
 
                   

Robert E. Ward

                                                           

Cash Bonus

  N/A         262,735                              

B. Nicholas Harvey

                                         

Cash Bonus


N/A     109,865                

Lorraine Fitzpatrick

                                                           

Cash Bonus

  N/A         53,168                              

Options

  7/27/2015                             150,000     73.76     5,803,500  

David Snow

                                         

Cash Bonus


N/A     41,854                

Options


9/9/2015               100,000   65.23   3,436,000  

PUs


9/9/2015           25,000         1,239,765  

Brent Hatzis-Schoch

                                                           

Cash Bonus

  N/A         97,901                              

  2/26/2015                                   140,000     45.32     3,411,660  
1
Represent awards under our annual performance-based bonus program. For 2015, the bonus target for Mr. Ward was 55% of base salary and the bonus target for Dr. Fitzpatrick and each of Messrs. Harvey, Snow and Hatzis-Schoch was 35% of base salary, with respect to Dr. Fitzpatrick and Mr. Snow, prorated for any partial year of service with us. Refer to our 2015 Summary Compensation Table for the amounts actually paid to the named executive officers for 2015 bonuses and to "Compensation Discussion and Analysis—Components of Compensation—Annual Performance-Based Cash Incentives" for additional information about our annual bonus program.

2
Represent PUs granted to Mr. Snow in connection with the commencement of his employment. Refer to "Compensation Discussion and Analysis—Components of Compensation—Equity-Based Awards" for additional information about the PUs.

3
Includes stock options granted under the 2011 Equity Incentive Plan.

4
Represents the grant date fair value of awards made during the year computed in accordance with FASB ASC Topic 718. For additional information, including the assumptions used when valuing the awards, refer to note 11 to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on February 25, 2016. Fair value of PUs was determined using a Monte Carlo simulation analysis. The maximum potential value of the performance units, based on the closing price per share of our Common Stock on the date they were granted, was $1,630,750.
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Outstanding Equity Awards at 2015 Fiscal Year End

The following table sets forth information relating to stock options outstanding as of December 31, 2015 that were granted pursuant to our 2003 Equity Incentive Plan and 2011 Equity Incentive Plan to our named executive officers.

  Option Awards  

Stock Awards    

Name








Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable












Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable









Option
Exercise Price
($)






Option
Expiration
Date









Equity Incentive
Plan Awards:
Number of
Unearned Units
That Have
Not Vested (#)













Equity Incentive
Plan Awards:
Market or
Payout Value of
Unearned Units
That Have
Not Vested ($) 7
 
           

Robert E. Ward

                                     

    12,820         7.80     2/15/2024          

    446,044     297,741 1   7.80     2/15/2024          

    53,750     161,250 2   30.97     12/16/2024          

B. Nicholas Harvey

                         

  23,416     2.05   7/12/2017      

  27,778     2.74   5/8/2018      

  11,838     2.74   12/3/2018      

  38,095     7.34   11/6/2021      

  12,500   37,500 2 30.97   12/16/2024      

Lorraine Fitzpatrick

                                     

        150,000 3   73.76     7/26/2025          

David Snow

                         

    100,000 4 65.23   9/8/2025      

          25,000 5 1,538,500  

Brent Hatzis-Schoch

                                     

        140,000 6   45.32     2/25/2025          
1
This stock option vested as to 25% of the underlying shares upon consummation of our initial public offering on June 6, 2014 and as to an additional 18.75% of the underlying shares on December 16, 2014. The remainder of the stock option vests in substantially equal installments on the 16th day of each of the 36 consecutive months beginning January 16, 2015. The option is also eligible for accelerated vesting as to 25% of the original number of underlying shares upon occurrence of any of the following events, with the 25% portion taken pro rata from the unvested shares subject to the option and the remaining unvested shares continuing to vest as described in the previous sentence: (a) our submitting a NDA for abaloparatide with the FDA and the FDA accepting the application during the employment term, and (b) our obtaining FDA approval for abaloparatide during the employment term. In addition, if a change in control occurs during the employment term, 50% of the outstanding unvested shares subject to the option as of the date of the change in control will become fully vested, and the option is eligible for accelerated vesting in connection with certain terminations of Mr. Ward's employment, as described in "Potential Payments upon Termination or Change in Control" below.

2
This stock option vested as to 25% of the underlying shares on December 17, 2015, and the remainder of the stock option vests as to 1/48th of the underlying shares on the same day of each of the 36 consecutive months thereafter. The option is eligible for accelerated vesting in connection with a change in control or certain terminations of the named executive officer's employment as described in "Potential Payments upon Termination of Change in Control" below.

3
This stock option vests as to 25% of the underlying shares on July 27, 2016, and as to 1/48th of the underlying shares on the same day of each of the 36 consecutive months thereafter. The option is eligible for accelerated vesting in connection with a change in control or certain terminations of the named executive officer's employment as described in "Potential Payments upon Termination or Change in Control" below.

4
This stock option vests as to 25% of the underlying shares on September 9, 2016, and as to 1/48th of the underlying shares on the same day of each of the 36 consecutive months thereafter. The option is eligible for accelerated vesting in connection with a change in control or certain terminations of the named executive officer's employment as described in "Potential Payments upon Termination or Change in Control" below.

5
These PUs, if earned, entitle Mr. Snow to receive one share of our Common Stock if and when the PU vests. The PUs are earned, if at all, in three increments of 5,000 units, 10,000 units and 10,000 units if our average stock price on the NASDAQ Global Market measured over a measurement period of 45 consecutive trading days ending no later than September 9, 2018 exceeds $75, $100 and $120, respectively. Earned units vest on, and are converted into shares of our Common Stock after, the first anniversary of the final day of the measurement period with respect to which the units were earned. If Mr. Snow's employment is terminated without cause or due to his resignation for good reason within 12 months following a change in control, any unearned or unvested units will be deemed immediately earned and vested.

6
This stock option vests 5% of the underlying shares on February 26, 2016, an additional 20% on April 1, 2016 and the remainder of the stock option vests as to 1/48th of the underlying shares on the same day of each of the 36 consecutive months thereafter. The option is eligible for accelerated vesting in connection with a change in control or certain terminations of the named executive officer's employment as described in "Potential Payments upon Termination of Change in Control" below.

7
Calculated by multiplying the number of units by $61.54, the closing price of our stock on December 31, 2015.
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EXECUTIVE COMPENSATION

2015 Options Exercised and Stock Vested

The following table sets forth the value realized by our named executive officers from options to purchase our Common Stock exercised by the named executive officers during 2015 and shares of restricted stock that vested during 2015. The value realized per share for options is based on the difference between the exercise price and the fair market value of the shares of our Common Stock on the date the options were exercised.

  Option Awards  

Stock Awards    

Name





Number of Shares
Acquired on
Exercise (#)





Value Realized on
Exercise ($)





Number of Shares
Acquired on
Vesting (#)





Value Realized on
Vesting ($)
 
       

Robert E. Ward

    80,000     4,233,300          

B. Nicholas Harvey

         

Lorraine Fitzpatrick

                 

David Snow

         

Brent Hatzis-Schoch

                 

2015 Pension Benefits Table

None of our named executive officers participated in any defined benefit pension plans in 2015.

2015 Nonqualified Deferred Compensation Table

None of our named executive officers participated in any non-qualified deferred compensation plans in 2015.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

We maintain compensation and benefit plans and arrangements that provide payment of compensation to our named executive officers in the event of certain terminations of employment or a change in control of our Company. The amount of compensation payable to each named executive in these situations is described below.

Employment and Severance Agreements

Each of our named executive officers has entered into an employment or severance agreement that entitles the named executive officer to severance payments and benefits in the event of certain terminations of employment or upon a change in control of our Company.

Robert E. Ward

On December 16, 2013, we entered into an employment agreement with Mr. Ward, which was amended on July 1, 2015, pursuant to which Mr. Ward serves as our President and Chief Executive Officer.

The agreement, as amended, provides that in the event Mr. Ward's employment is terminated by us without cause or due to Mr. Ward's resignation for good reason, then subject to his executing a general release of claims and continued compliance with the terms of his employee confidentiality and non-compete agreement, Mr. Ward will be entitled to receive:

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EXECUTIVE COMPENSATION

If Mr. Ward's employment is terminated without cause or due to his resignation for good reason within 24 months following a change in control, then subject to his executing a general release of claims and continued compliance with the terms of his employee confidentiality and non-compete agreement, in lieu of the above severance benefits, Mr. Ward will be entitled to receive:

If Mr. Ward's employment terminates due to his death or disability, he will be entitled to receive:

B. Nicholas Harvey, Lorraine Fitzpatrick, M.D., David Snow and Brent Hatzis-Schoch

During 2015, we entered into a severance agreement with Mr. Harvey, Dr. Fitzpatrick and Messrs. Snow and Hatzis-Schoch.

Each agreement provides that if the named executive officer's employment is terminated without cause or due to the named executive officer's resignation for good reason, then subject to named executive officer's executing a general release of claims and continuing to comply with the terms of named executive officer's employee confidentiality and non-compete agreement, named executive officer will be entitled to receive:

If the named executive officer's employment is terminated without cause or due to his resignation for good reason within 12 months following a change in control, then subject to the named executive officer's execution of a general release of claims and continuing to comply with the terms of named executive officer's employee confidentiality and non-compete agreement, in lieu of the above severance benefits, named executive officer will be entitled to receive:

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EXECUTIVE COMPENSATION

For purposes of Mr. Ward's employment agreement and the other named executive officers' severance agreements:

Calculation of Potential Payments upon Termination or Change in Control

The following table shows potential payments to our named executive officers under the various severance and other arrangements and agreements that were in effect on December 31, 2015 for various scenarios involving a change in control or termination of employment, assuming a December 31, 2015 termination or transaction date and, where

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EXECUTIVE COMPENSATION

applicable, using the closing price of our Common Stock of $61.54 (as reported on the NASDAQ Global Market as of December 31, 2015):

  Form of Payment    

Name/Triggering Event




Cash Severance
($)




Prorated Bonus
($) 2





Benefit
Continuation
($)





Equity Awards
($) 3






Company
Provided Life
Insurance
($) 10





Total($) 1
 
           

Robert E. Ward

                                     

Change in Control 4

                8,000,301         8,000,301  

Death/Disability 5

        300,805             750,000     1,050,805  

Retirement

                         

Involuntary Termination 6

    477,700     300,805     29,877     9,992,751         10,801,134  

Termination after Change in Control 7

    716,550     394,103     44,816     20,930,014         22,085,483  

B. Nicholas Harvey

                         

Change in Control