DEF 14A 1 def14a_042921.htm DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to
Section 14(a) of the Securities Exchange Act of 1934

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ANIKA THERAPEUTICS, INC.

(Name of Registrant as Specified in Its Charter)

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April 30, 2021

Dear Fellow Stockholder:

It is my pleasure to invite you to attend the Annual Meeting of Stockholders of Anika Therapeutics, Inc. to be held on June 16, 2021, at 9:00 a.m., Eastern time. This year’s Annual Meeting will be a “virtual meeting” conducted via live audio webcast, consistent with last year’s practice and with prudent planning in light of the public health risks attributable to the COVID-19 pandemic. Each holder of common stock as of 5 p.m., Eastern time, on the record date of April 20, 2021 will be able to participate in the Annual Meeting by accessing a live webcast at virtualshareholdermeeting.com/ANIK2021 and entering the control number included on the holder’s Notice of Internet Availability of Proxy Materials or proxy card. Stockholders will also be able to vote their shares and submit questions via the Internet during the meeting by participating in the webcast.

During the Annual Meeting stockholders will be asked to elect two Class I directors, to approve an amendment to our 2017 Omnibus Incentive Plan, to approve our 2021 Employee Stock Purchase Plan, and to ratify the appointment of Deloitte & Touche LLP as our independent auditor for 2021. We will also be asking stockholders to approve, by an advisory vote, our 2020 executive compensation as disclosed in the Proxy Statement for the Annual Meeting (a “say-on-pay” vote). Each of these matters is important, and we urge you to vote in favor of the election of each of the director nominees, the approval of our 2017 Omnibus Incentive Plan amendment and our 2021 Employee Stock Purchase Plan, the ratification of the appointment of our independent auditor, and the approval on an advisory basis of our 2020 executive compensation.

We are furnishing proxy materials to our stockholders over the Internet. This process expedites the delivery of proxy materials to our stockholders, lowers our costs, and reduces the environmental impact of the Annual Meeting. Today we are sending to each of our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement for the Annual Meeting and our 2020 Annual Report to Stockholders, as well as how to vote via proxy either by telephone or over the Internet. Other stockholders will receive copies of the Proxy Statement, a proxy card and the 2020 Annual Report by mail or e-mail. If you received a Notice of Internet Availability of Proxy Materials by mail and would like to receive a printed copy of our proxy materials, you may request those materials by following the instructions included in your Notice of Internet Availability of Proxy Material.

It is important that you vote your shares of common stock virtually or by proxy, regardless of the number of shares you own. You will find the instructions for voting on your Notice of Internet Availability of Proxy Materials and proxy card. We appreciate your prompt attention.

The Board of Directors invites you to participate in the Annual Meeting where Anika will address appropriate general questions about the business as time allows. Thank you for your support, and we look forward to joining you at the Annual Meeting.

Sincerely,

Cheryl R. Blanchard, Ph.D.

President and Chief Executive Officer

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

The Board of Directors of Anika Therapeutics, Inc., a Delaware corporation (“Anika"), is soliciting proxies for use at Anika’s 2021 Annual Meeting of Stockholders being held on Wednesday, June 16, 2021, at 9:00 a.m., Eastern time (the “Annual Meeting”). You are receiving the enclosed proxy statement because you were a holder of Anika’s common stock as of 5 p.m., Eastern time, on the record date of April 20, 2021 and therefore are entitled to vote at the Annual Meeting. You may participate in the Annual Meeting, including casting votes and asking questions, by accessing a live webcast at virtualshareholdermeeting.com/ANIK2021 and entering the control number included on the Notice of Internet Availability of Proxy Materials or proxy card. Online check-in to the Annual Meeting will begin at 8:45 a.m., Eastern time, and stockholders are encouraged to allow ample time to log in to the meeting webcast and test their computer and audio system. There will be no physical location for the Annual Meeting.

At the Annual Meeting the following matters will be considered:

	1.	election of two Class I directors;
	2.	amendment of Anika Therapeutics, Inc. 2017 Omnibus Incentive Plan;
	3.	approval of Anika Therapeutics, Inc. 2021 Employee Stock Purchase Plan;
	4.	ratification of appointment of Deloitte & Touche LLP as Anika’s independent auditor for 2021;
	5.	advisory “say-on-pay” vote on executive compensation; and
	6.	any other matters that properly come before the Annual Meeting.

Each share of common stock is entitled to one vote for each director position and other proposal. In accordance with rules of the Securities and Exchange Commission, we are providing stockholders with access to proxy materials on the Internet, instead of mailing printed copies. We are mailing to stockholders, commencing on or about April 30, 2021, a Notice of Internet Availability of Proxy Materials to provide:

directions for accessing and reviewing the proxy materials on the Internet and submitting a proxy over the Internet or by telephone;

instructions for requesting copies of proxy materials in printed form or by email at no charge; and

a control number for use in submitting proxies and accessing the Annual Meeting webcast.

Other stockholders will receive copies of the Proxy Statement, a proxy card and the 2020 Annual Report by mail or e-mail. If you received a Notice of Internet Availability of Proxy Materials by mail and would like to receive a printed copy of our proxy materials, you may request those materials by following the instructions included in the Notice of Internet Availability of Proxy Materials.

Your vote is important. Whether or not you plan to participate in the Annual Meeting, please complete and return your proxy card or vote by telephone or via the Internet by following the instructions on the Notice of Internet Availability of Proxy Materials. Returning a proxy card or otherwise submitting your proxy does not deprive you of your right to access the Annual Meeting and vote during the webcast at that time.

Anika will maintain a list of stockholders of record as of the record date at Anika’s corporate headquarters, 32 Wiggins Avenue, Bedford, Massachusetts, for a period beginning ten days prior to the Annual Meeting and ending at the close of the Annual Meeting.

By Order of the Board of Directors,

David Colleran

Executive Vice President, General Counsel and Secretary

Bedford, Massachusetts

April 30, 2021

Important Notice Regarding Availability of Proxy Materials for Annual Meeting on June 16, 2021:

The Notice of Annual Meeting of Stockholders, Proxy Statement and 2020 Annual Report to Stockholders are available at https://ir.anikatherapeutics.com/annual-meeting.

32 Wiggins Avenue

Bedford, Massachusetts 01730

Proxy Statement dated April 30, 2021

2021 Annual Meeting of Stockholders

Anika Therapeutics, Inc., a Delaware corporation, is furnishing this Proxy Statement and the related proxy materials in connection with the solicitation by its Board of Directors of proxies to be voted at its 2021 Annual Meeting of Stockholders and any postponements or adjournments thereof. Anika Therapeutics, Inc. is providing these materials to the holders of record of its common stock as of the close of business on April 20, 2021 and is first making available or mailing the materials on or about April 30, 2021.

	The Annual Meeting is scheduled to be held as follows:

	Date		Wednesday, June 16, 2021

	Time		9:00 a.m., Eastern time

	Meeting Webcast Address		virtualshareholdermeeting.com/ANIK2021

Your vote is important. Please see the detailed information that follows.

Table of Contents

2021 Proxy Summary	1
Questions and Answers about the Annual Meeting	10
Proposal 1: Election of Directors	14
Information Regarding Directors	15
Governance of the Company	20
Board’s Role in Risk Oversight	20
Board’s Increased Involvement due to COVID-19 and Executive Team Changes	20
Board Leadership Structure	20
Corporate Governance and Board Matters	20
Board Committees	21
Board Membership Qualifications and Procedures	25
Communications with Directors	26
Code of Business Conduct and Ethics	27
Commitment to Compliance	27
Corporate Social Responsibility – Environmental Sustainability, Social, and Governance Matters	27
Human Capital Management	28
Director Overboarding Guidelines	30
Prohibition on Employee, Officer, and Director Hedging and Pledging	30
Majority Voting in Uncontested Director Elections Policy	30
Transactions with Related Persons and Conflict of Interest Policy	31
Beneficial Ownership of Common Stock	32
Executive Officers	35
Compensation Discussion and Analysis	36
Executive Summary	36
Compensation Philosophy	38
Key Compensation Policies and Practices	39
2020 Compensation Decisions	42
Other Compensation Matters	47
Compensation Committee Report	51
Executive and Director Compensation	52
Summary Compensation Table	52
Grants of Plan-Based Awards in 2020	53
Outstanding Equity Awards at December 31, 2020	55
2020 Option Exercises and Stock Vested	56
Potential Payments Upon Termination or Change in Control	57
CEO Pay Ratio	58
Director Compensation	59
Director and Executive Officer Stock Retention Guidelines	60
Compensation Committee Interlocks and Insider Participation	61
Equity Compensation Plan Information	61
Proposal 2: Amendment of 2017 Omnibus Incentive Plan	62
Proposal 3: Approval of 2021 Employee Stock Purchase Plan	71
Audit Committee Report	77
Proposal 4: Ratification of Appointment of Independent Auditor for 2021	79
Proposal 5: Advisory Vote on Executive Compensation	80
Other Matters	83
Solicitation Expenses	83
Stockholder Proposals	83
Householding	84
Appendix A	A-1
Appendix B	B-1
Appendix C	C-1

References in this Proxy Statement to “Anika,” “we,” “us,” “our,” “our company” and similar references refer to Anika Therapeutics, Inc. and its subsidiaries, unless the context requires otherwise.

Anika, Anika Therapeutics, Arthrosurface, Parcus Medical, WristMotion, Hyalofast, and Cingal are our registered trademarks. For convenience, these registered trademarks appear in this Proxy Statement without ® symbols, but that practice does not mean we will not assert, to the fullest extent under applicable law, our rights to the registered trademarks. This Proxy Statement also contains trademarks and service marks that are the property of other companies, including certain trademarks licensed to us.

2021 Proxy Summary

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

Annual Meeting of Stockholders

Time and Date		9:00 a.m., Eastern time, on June 16, 2021
Meeting Webcast Address		virtualshareholdermeeting.com/ANIK2021 —To join, a stockholder will need the control number located on the stockholder’s Notice of Internet Availability of Proxy Materials or proxy card
Record Date		5:00 p.m., Eastern time, on April 20, 2021
Voting		Stockholders will be entitled to one vote at the Annual Meeting for each outstanding share of common stock they hold of record as of the record date
Outstanding Common Stock		14,366,686 shares as of the record date

Annual Meeting Agenda

Proposal		Board Recommendation
1	Election of two Class I directors	FOR each nominee
2	Amendment of 2017 Omnibus Incentive Plan	FOR
3	Approval of 2021 Employee Stock Purchase Plan	FOR
4	Ratification of independent auditor for 2021	FOR
5	Advisory “say-on-pay” vote	FOR

How to Vote Prior to the Annual Meeting

By mailing your proxy card	By telephone	By Internet

Cast your ballot, sign your proxy card and send by free post	Dial toll-free 24/7 1-800-690-6903	Visit 24/7 www.proxyvote.com

Mark, sign and date your proxy card and return it in the postage-paid envelope included in your proxy materials. Your proxy card must arrive by June 15, 2021.	Use a touch-tone telephone to transmit your voting instructions at any time up to 11:59 p.m., ET, on June 15, 2021. Follow the instructions on your Notice of Internet Delivery of Proxy Materials or proxy card.	Use the Internet to transmit your voting instructions at any time up to 11:59 p.m., ET, on June 15, 2021. Follow the instructions on your Notice of Internet Delivery of Proxy Materials or proxy card.

Proposal 1: Election of Two Class I Directors

Stephen O. Richard and Jeffery S. Thompson serve as Class I Directors, with terms of office expiring at this year’s Annual Meeting. Messrs. Richard and Thompson are the Board’s nominees for election to the Board at the Annual Meeting. Each Class I Director will be elected to hold office until the 2024 Annual Meeting and until his successor is duly elected and qualified. Dr. Joseph L. Bower is currently a Class I director who has announced his intention to retire and will not stand for re-election at the Annual Meeting. Anika is very thankful to Dr. Bower for his 28 years of thoughtful leadership and service to Anika.

Director Nominees

Age

Director

Since

Occupation

Experience /
Qualifications

Independent

Board Roles

Stephen O. Richard

2020

Senior Vice President, Chief Risk Officer and Chief Audit Executive of Becton, Dickinson and Company

• Executive Leadership

• Accounting Expertise

• Industry Experience

Yes

Member of
Audit Committee

Jeffery S. Thompson

2011

Operating Partner, HealthEdge Investment Partners, LLC

• Board and Executive Leadership

• Industry Experience

Yes

Chair of the Board

Board Recommendation:		The Board of Directors recommends a vote “FOR” the reelection of each of Mr. Richard and Mr. Thompson.

Vote Required for Approval:		Affirmative vote of a majority of the shares of common stock that are voting in the election of directors, meaning that, to be elected, the shares voted “FOR” a nominee must exceed the number of shares voted “AGAINST” that nominee.

		Under our Majority Voting in Uncontested Director Elections Policy, if a director receives a greater number of votes “against” than “for” his election, such director shall promptly offer his resignation for consideration by the Governance and Nominating Committee. Please see the section captioned “Majority Voting in Uncontested Director Elections Policy” for more details on this policy and its impact on the election of director nominees.

		Abstentions and Broker non-votes will have no effect on the outcome of this proposal because they are not counted as “votes cast.”

Board Representation

DIVERSITY	INDEPENDENCE	TENURE

3 of our 7 continuing directors and director nominees voluntarily self-identify as having a diverse identity (gender, race/ethnicity, or LGBTQ+).	6 of our 7 continuing directors and director nominees qualify as independent under NASDAQ standards and SEC regulations.	The tenure of our continuing directors and director nominees (average 5.5 years) reflects a balance of experience and fresh perspective.

Director Skills and Experience

The Board of Directors is committed to maintaining a diverse and inclusive membership with varying experience, characteristics, and expertise that complement our business strategy. The matrix below provides a summary of certain key skills and experience of our continuing directors and director nominees. Our directors, individually and as a group, possess numerous skills and experience that are highly relevant as we expand our business into new product lines and treatment areas. Our directors are strategic thinkers with high expectations for our performance and are attuned to the demands of proper Board oversight and good governance practices.

Director	Blanchard	Henneman	Land	Larsen	Richard	Thompson	Vogt
Age	Our directors range in age from 55 to 76
Skills and Experience
CEO/CFO Experience	•	•	•	•	•	•	•
Medical Devices/Pharmaceutical	•	•	•	•	•	•	•
Manufacturing	•			•		•	•
R&D/Innovation	•			•		•	•
Regulatory	•	•		•		•	•
Financial Oversight/Accounting		•	•	•	•		•
Human Capital Management	•	•	•	•	•	•	•
Commercialization/Marketing	•		•		•	•	•
Public Company Governance/Corporate Responsibility	•	•	•	•	•	•	•
M&A/Business Development	•	•	•	•		•
International/Global Business	•	•	•	•	•	•	•
Other Public Company Experience	•	•	•	•	•	•	•

Additional Board Governance Practices

*Elections:*	Voting Standard	Majority⁽¹⁾
	Resignation Policy	Yes
	Mandatory Retirement Age or Tenure	No
*Chair:*	Separate Chair of the Board and CEO	Yes
	Independent Chair of the Board	Yes
	Robust Responsibilities and Duties Assigned to Independent Chair	Yes
*Meetings:*	Number of Board Meetings Held in 2020	23
	All Directors Attended More than 90% of Board Meetings in 2020	Yes
	Independent Directors Meet without Management Present	Yes
	Number of Standing Committee Meetings Held in 2020	28
	All Members Attended more than 90% of Committee Meetings in 2020	Yes
*Director Status:*	All Directors in compliance with our Overboarding Guidelines	Yes
	Material Related-Party Transactions with Directors	None
	Standing Board Committee Membership Independence	100%
	Board Oversight of Company Strategy and Risk	Yes
	All Directors in Compliance with Hedging and Pledging Prohibitions	Yes
	All Directors in Compliance with Stock Ownership Guidelines	Yes
*Stockholder Rights:*	Dual Class Common Stock	No
*Stockholder Rights:*	Poison Pill	No
	Cumulative Voting	No

(1)	Plurality carve out for contested elections

Proposal 2: Amendment of 2017 Omnibus Incentive Plan

The Board of Directors has approved the amendment, subject to stockholder approval, of our 2017 Omnibus Incentive Plan (as amended June 16, 2020) to increase the number of shares of common stock reserved by 1,100,000, from 3,500,000 to 4,600,000. As of April 20, 2021, a total of 758,748 shares of common stock remained available for grant under the plan. The 1,100,000 shares requested reflects our estimate of the number of shares we will grant under the plan after giving effect to the proposed amendment over the course of the next year based on our current share price, recent burn rate history, and new-hire and annual grant practices. Additionally, the Board approved an amendment, subject to stockholder approval, to allow all shares authorized under the plan to be granted as incentive stock options. Please see the complete amendment attached hereto as Appendix A. No other provisions of the plan are proposed to be amended. The following table recaps key provisions of the plan, after giving effect to the proposed amendment.

Key Provision		Summary Description
Shares reserved		Up to 1,858,748 shares of common stock, representing approximately 12.9% of the fully diluted common stock outstanding as of April 20, 2021, would be available for grant, subject to adjustment by the plan administrator as set forth in the plan.
Multiple award types		Various types of awards may be granted as compensation tools to motivate our workforce, including incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock units, restricted stock awards, and other types of share and cash-based awards.
Minimum vesting requirements		Awards must have a vesting period of at least 1 year, except that: • up to 5% of the share pool can be granted without such minimum vesting period; and • awards may be accelerated due to a participant’s, retirement, death, disability or a change in control of Anika, if such term was included in the award agreement.
Maximum award terms		Awards may have terms of up to 10 years.
Director limits		The plan specifies annual limits on the value of awards that may be granted to non-employee directors.
No repricing		Awards may not be repriced without stockholder approval.
No transferability		Awards generally may not be transferred, except by will or laws of descent and distribution.

Board Recommendation:		The Board recommends a vote “FOR” the amendment of our 2017 Omnibus Incentive Plan.

Vote Required for Approval:		Affirmative vote of the holders of a majority of the shares of common stock that are voting on the matter. Abstentions and broker non-votes will not be treated as votes cast and will have no impact on the proposal.

Proposal 3: Approval of 2021 Employee Stock Purchase Plan

The Board of Directors has approved the adoption, subject to stockholder approval, of the 2021 Employee Stock Purchase Plan, or ESPP. Please see the complete text of the ESPP attached hereto as Appendix B. The following table recaps key provisions of the ESPP:

Key ESPP Provision		Summary Description
Shares reserved		A total of 200,000 shares of common stock would be reserved, subject to adjustment by the ESPP plan administrator as set forth in the ESPP.
Eligible participants		Except as otherwise determined by the ESPP plan administrator, all employees employed for at least one month prior to the start date of an offering period would be eligible to participate for that offering period.
Offering periods		Except as otherwise determined by the ESPP plan administrator, offering periods would extend for six months commencing on November 15, 2021 and on each May 15 and November 15 thereafter.
Limitations		Except as otherwise determined by the ESPP plan administrator, participants would be granted an option to purchase a maximum of 800 shares of common stock for an offering period, subject to adjustment by the ESPP plan administrator as more fully set forth in Appendix B. No participant could be granted an option to purchase shares to accrue at a rate that exceeds $25,000 of fair market value of common stock for each calendar year the option is outstanding. Except as otherwise determined by the ESPP plan administrator, a participant’s payroll deductions in connection with purchases under the ESPP could not be less than 1% or more than 15% of the participant’s compensation.
Option price		The exercise price of an option for an offering period would equal 85% of the lesser of (a) the fair market value of common stock on the start date of the offering period and (b) the fair market value of common stock on the exercise date. The ESPP plan administrator may increase, but not decrease, the exercise price.
Transferability		Options generally could not be transferred, except by will or laws of descent and distribution.
Termination		The ESPP would terminate on June 16, 2031 (the tenth anniversary of its approval by stockholders), unless terminated earlier in accordance with its terms.

Board Recommendation:		The Board recommends a vote “FOR” the approval of the 2021 Employee Stock Purchase Plan.

Vote Required for Approval:		Affirmative vote of the holders of a majority of the shares of common stock that are voting on the matter. Abstentions and broker non-votes will not be treated as votes cast and will have no impact on the proposal.

Proposal 4: Ratification of Independent Auditor for 2021

The Audit Committee has approved the retention of Deloitte & Touche LLP as our independent auditor with respect to our consolidated financial statements as of, and for the year ending, December 31, 2021.

Board Recommendation:		The Board of Directors recommends a vote “FOR” the ratification of Deloitte & Touche LLP as our independent auditor for 2021.

Vote Required for Approval:		Affirmative vote of the holders of a majority of the shares of common stock that are voting on the matter. Abstentions will not count as votes cast and will have no effect on the vote. Because this proposal is considered a routine matter, discretionary votes by brokers will be counted.

Proposal 5: Advisory “Say-on-Pay” Vote

The overall objective of our executive compensation policy is to attract and retain highly qualified executive officers and to motivate those officers to provide superior performance for the benefit of our company and stockholders.

2020 Executive Total Compensation Mix

The charts below show the annual total direct compensation (actual base salary, grant date fair value of equity incentive compensation granted in 2020, and actual cash bonuses received for the 2020 fiscal year) for our CEO and our other named executive officers for 2020. Of total direct compensation, 95% of our CEO’s and, on average, 77% of our other named executive officers’ compensation was variable, either because it was subject to performance goals, the fluctuations of our stock price or both.

Compensation Element	Description	Objectives
Base salary	• Fixed cash compensation	• Provide appropriate level of fixed compensation based on role, responsibility, performance and competitive market practices
Cash bonuses	• Annual cash award based on performance of company and individual • Prorated in the year of hire if employment begins before October 1 • Overall cash bonus capped at 200% of the target payout	• Reward the achievement of financial results, organizational development, business and technical development, individual goals and contribution to building stockholder value • Encourage retention based on achievement of near-term goals consistent with long-term strategy
Equity-based grants	• Grants of equity awards, including restricted stock unit awards and stock options, under our equity plan • Includes performance-based and time-vesting equity awards	• Align interests of our executive officers with those of our stockholders in terms of value generation • Provide executive officers with opportunity to be compensated based on common stock price appreciation • Encourage retention through long-term value creation

The following table provides information concerning the compensation paid for 2020 to our named executive officers, as determined in accordance with SEC rules and explained further below in this proxy statement, including the Compensation Discussion and Analysis and the executive compensation tables:

Name and Principal Position	Year		Salary ($)		Bonus		Stock Awards ($)		Option Awards ($)		All Other Compensation ($)		Total ($)
Cheryl R. Blanchard, Ph.D.		2020	$	548,077	$	458,510	$	5,335,439	$	3,659,450	$	27,958	$	10,029,434
President and Chief
Executive Officer
Michael L. Levitz		2020	$	173,077	$	73,601	$	799,971	$	799,993	$	11,318	$	1,857,960
EVP, Chief Financial Officer
and Treasurer
David Colleran		2020	$	344,077	$	143,931	$	645,900	$	553,445	$	18,263	$	1,705,616
EVP, General Counsel
and Secretary
Thomas Finnerty		2020	$	353,505	$	143,169	$	626,367	$	-	$	20,746	$	1,143,787
EVP, Human Resources

James Loerop		2020	$	381,563	$	171,703	$	464,449	$	-	$	22,156	$	1,039,871
EVP, Business Development
and Strategic Planning
Joseph G. Darling		2020	$	80,752	$	-	$	-	$	-	$	208,001	$	288,753
President and Chief
Executive Officer
Sylvia Cheung		2020	$	294,252	$	-	$	924,637	$	-	$	89,644	$	1,308,534
Chief Financial Officer, Treasurer
and Assistant Secretary

Board Recommendation:		The Board of Directors recommends a vote “FOR” the approval of named executive officer compensation for the 2020 fiscal year as set forth in this Proxy Statement.

Vote Required for Approval:		Affirmative vote of the holders of a majority of the shares of common stock that are voting on the matter. Abstentions and broker non-votes will not be treated as votes cast and will have no impact on the proposal. This vote is not binding on us, but will be given due consideration by the Compensation Committee and the Board.

Participation in the Virtual Annual Meeting

The Board of Directors considers the appropriate format of our annual meeting of stockholders on an annual basis. This year, in light of the COVID-19 pandemic, the Board again chose a virtual meeting format for the Annual Meeting in response to public health and travel concerns and in an effort to facilitate stockholder attendance and participation by enabling stockholders to participate fully, and equally, from any location around the world, at no cost. The virtual meeting format will allow our stockholders to engage with us at the Annual Meeting from any geographic location, using any convenient internet connected devices, including smart phones and tablets, and laptop or desktop computers. The virtual meeting format also will allow stockholders to maintain their own personal safety in light of the public health risks attributable to the COVID-19 pandemic. The virtual format allows stockholders to submit questions during the meeting.

The live audio webcast of the Annual Meeting will be available for listening by the general public, but participation in the Annual Meeting, including voting shares and submitting questions, will be limited to stockholders. To ensure they can participate, stockholders and proxyholders should visit virtualshareholdermeeting.com/ANIK2021 and enter the control number included on their Notice of Internet Availability of Proxy Materials or proxy card. If you wish to participate in the meeting and your shares are held in street name, you must obtain, from the broker, bank or other organization that holds your shares, the information required, including a control number, in order for you to be able to participate in, and vote at, the Annual Meeting.

Stockholders can vote their shares and submit questions via the Internet during the Annual Meeting by accessing the annual meeting website at virtualshareholdermeeting.com/ANIK2021. We will answer any timely submitted and relevant questions on a matter to be voted on at the Annual Meeting before voting is closed on the matter. Following adjournment of the formal business of the Annual Meeting, we will address appropriate general questions from stockholders regarding Anika as time allows. Questions relating to stockholder proposals or Anika may be submitted in the field provided in the web portal at or before the time the questions are to be discussed. If we receive substantially similar questions, we may group those questions together and provide a single response to avoid repetition. Additional information regarding the submission of questions during the Annual Meeting can be found in our 2021 Annual Meeting of Stockholders Rules of Conduct and Procedure, a copy of which is attached hereto as Appendix C. Any material changes or updates to the 2021 Rules of Conduct and Procedure will be posted on our website and disclosed in a periodic report filed with the SEC on Form 8-K.

Online check-in to the Annual Meeting webcast will begin at 8:45 a.m., Eastern time, and you should allow ample time to log in to the meeting webcast and test your computer audio system. During online check-in and continuing through the length of the Annual Meeting, we will have technicians standing by to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting log in page.

We have designed our virtual format to enhance, rather than constrain, stockholder access, participation and communication. For example, stockholders will be able to communicate with us during the Annual Meeting so they can ask questions. An audio replay of the Annual Meeting will be made publicly available at https://ir.anikatherapeutics.com/financial-information/annual-reports until our 2022 annual meeting of stockholders. This audio replay will include each stockholder question addressed during the Annual Meeting.

We are utilizing technology from Broadridge Financial Solutions, Inc., or Broadridge, the leading virtual meeting solution. The Broadridge platform is expected to accommodate most, if not all, stockholders. Both we and Broadridge will test the platform technology before going “live” for the Annual Meeting.

Questions and Answers about the Annual Meeting

When and where will the Annual Meeting be held?

This year the Annual Meeting of Stockholders of Anika Therapeutics, Inc., which we refer to throughout this Proxy Statement as the Annual Meeting, will be held exclusively by webcast at virtualshareholdermeeting.com/ANIK2021 on Tuesday, June 16, 2021, beginning at 9:00 a.m., Eastern time. We encourage you to access the Annual Meeting webcast prior to the start time.

Who may join the Annual Meeting?

Online check-in to the Annual Meeting webcast will begin at 8:45 a.m., Eastern time. We encourage you to allow ample time to log in to the meeting webcast and test your computer audio system.

What materials have been prepared for stockholders in connection with the Annual Meeting?

We are furnishing stockholders of record with access to, or copies of, the following proxy materials:

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our 2020 Annual Report to Stockholders, which includes our audited consolidated financial statements;

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this Proxy Statement for the 2021 Annual Meeting, which also includes a Notice of Annual Meeting of Stockholders;

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for most stockholders, a Notice of Internet Availability of Proxy Materials; and

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for other stockholders who are receiving printed copies of the 2020 Annual Report and Proxy Statement by mail, a proxy card for the Annual Meeting.

These materials were first made available on the Internet or mailed to stockholders on or about April 30, 2021.

Why was I mailed a Notice of Internet Availability of Proxy Materials rather than a printed set of proxy materials?

In accordance with rules and regulations adopted by the Securities and Exchange Commission or SEC, we are furnishing the proxy materials to most stockholders by providing access via the Internet, instead of mailing printed copies. This e-proxy process expedites our stockholders’ receipt of proxy materials, lowers our costs, and reduces the environmental impact of the Annual Meeting.

The Notice of Internet Availability of Proxy Materials tells you how to access and review the proxy materials on the Internet and how to vote on the Internet. The Notice also provides instructions you may follow to request paper or e-mailed copies of our proxy materials.

Are the proxy materials available via the Internet?

You can access and review the proxy materials for the Annual Meeting at https://ir.anikatherapeutics.com/ annual-meeting or proxyvote.com. In order to submit your proxies or access the Annual Meeting webcast, however, you will need to refer to the Notice of Internet Availability of Proxy Materials or proxy card to obtain your control number and other personal information needed to vote by proxy or virtually.

What is a proxy?

Because it is important that as many stockholders as possible be represented at the Annual Meeting, the Board of Directors asks that you review this Proxy Statement carefully and then vote by following the instructions set forth on the Notice of Internet Availability of Proxy Materials or proxy card. In voting prior to the Annual Meeting, you will deliver your proxy to Cheryl R. Blanchard, Ph.D., David Colleran, and Michael L. Levitz, which means you will authorize each of Dr. Blanchard and Messrs. Colleran and Levitz to vote your shares at the Annual Meeting in the way you instruct. All shares represented by valid proxies will be voted in accordance with the stockholder’s specific instructions. Please see the section captioned “Executive Officers” for the titles and roles of Dr. Blanchard and Messrs. Colleran and Levitz with our company.

What matters will the stockholders vote on at the Annual Meeting?

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Proposal 1. Election of two Class I director nominees: Stephen O. Richard and Jeffery S. Thompson.

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Proposal 2. Amendment of our 2017 Omnibus Incentive Plan.

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Proposal 3. Approval of our 2021 Employee Stock Purchase Plan.

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Proposal 4. Ratification of the appointment of our independent auditor for 2021.

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Proposal 5. Approval, as an advisory vote, of 2020 executive compensation as disclosed in this Proxy Statement.

Who can vote at the Annual Meeting?

Stockholders of record of common stock at the close of business on April 20, 2021, the record date, will be entitled to vote at the Annual Meeting. A total of 14,366,686 shares of common stock were outstanding as of the record date. Each share outstanding on the record date will be entitled to one vote on each proposal.

What is a stockholder of record?

A stockholder of record is a stockholder whose ownership of our common stock is reflected directly on the books and records of our transfer agent, American Stock Transfer & Trust Co.

What does it mean for a broker or other nominee to hold shares in “street name”?

If you beneficially own shares held in an account with a broker, bank, or similar organization, that organization is the stockholder of record and is considered to hold those shares in “street name.”

An organization that holds your beneficially owned shares in street name will vote in accordance with the instructions you provide. If you do not provide the organization with specific voting instructions with respect to a proposal, under the rules of the NASDAQ Stock Market, Inc., or NASDAQ, the organization’s authority to vote your shares will depend upon whether the proposal is considered a “routine” or non-routine matter.

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The organization generally may vote your beneficially owned shares on routine items for which you have not provided voting instructions to the organization. The only routine matter expected to be voted on at the Annual Meeting is the ratification of the appointment of our independent auditor for 2021 (Proposal 4).

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The organization generally may not vote on non-routine matters, including Proposals 1, 2, 3, and 5. Instead, it will inform the inspector of election that it does not have the authority to vote on those matters. This is referred to as a “broker non-vote.”

For the purpose of determining a quorum, we will treat as present at the Annual Meeting any proxies that are voted on any of the five proposals to be acted upon by the stockholders, including abstentions or proxies containing broker non-votes.

How do I vote my shares if I do not attend the Annual Meeting?

If you are a stockholder of record, you may vote prior to the Annual Meeting as follows:

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Via the Internet: You may vote via the Internet at www.proxyvote.com, in accordance with the voting instructions printed on the Notice of Internet Availability of Proxy Materials and the proxy card. Internet voting is available 24 hours a day until 11:59 p.m., Eastern time, on June 15, 2021. You will be given the opportunity to confirm that your instructions have been recorded properly. If you vote via the Internet, you do not need to return a proxy card.

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By Telephone: If you receive a proxy card by mail, you may vote by calling 1-800-690-6903 and following the instructions provided on the telephone line. Telephone voting is available 24 hours a day until 11:59 p.m., Eastern time, on June 15, 2021. Easy-to-follow voice prompts allow you to vote your shares and confirm that your instructions have been recorded properly. If you vote by telephone, you do not need to return a proxy card.

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By Mail: If you receive a proxy card by mail, you may vote by returning the dated and signed proxy card in the postage-paid return envelope provided with the proxy card. Your proxy card must arrive by June 15, 2021.

If you hold shares in street name, you may vote by following the voting instructions provided by your bank, broker, or other nominee. In general, you may vote prior to the Annual Meeting as follows:

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Via the Internet: You may vote at www.proxyvote.com, in accordance with the voting instructions printed on the Notice of Internet Availability of Proxy Materials and the proxy card. Internet voting is available 24 hours a day until 11:59 p.m., Eastern time, on June 15, 2021. You will be given the opportunity to confirm that your instructions have been recorded properly.

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By Mail: You may vote by returning a completed and signed proxy card in accordance with instructions provided by your bank, broker, or other nominee. Your proxy card must arrive by June 15, 2021.

For your information, voting via the Internet is the least expensive to us, followed by telephone voting, with voting by mail being the most expensive. Also, you may help us to save the expense of a second mailing if you vote promptly.

Can I vote at the Annual Meeting?

If you are a stockholder of record, you may vote virtually at the Annual Meeting, whether or not you previously voted. If your shares are held in street name, you must obtain a written proxy, executed in your favor, from the stockholder of record to be able to vote at the Annual Meeting.

Can I ask questions at the Annual Meeting?

You may submit questions via the Internet during the Annual Meeting by participating in the webcast at virtualshareholdermeeting.com/ANIK2021. We will answer any timely submitted questions on a matter to be voted on at the Annual Meeting before voting is closed on the matter. Following adjournment of the formal business of the Annual Meeting, we will address appropriate general questions from stockholders regarding Anika in the order in which the questions are received as time allows. Questions relating to the stockholder proposals or Anika may be submitted in the field provided in the web portal at or before the time the questions are to be discussed. If we receive substantially similar questions, we may group those questions together and provide a single response to avoid repetition. Additional information regarding the submission of questions during the Annual Meeting can be found in our 2021 Annual Meeting of Stockholders Rules of Conduct and Procedure, attached hereto as Appendix C and available at https://ir.anikatherapeutics.com/annual-meeting.

Why is the Annual Meeting being conducted as a virtual meeting?

The Board considers the appropriate format of our annual meeting of stockholders on an annual basis. This year, as in 2020, the Board chose a virtual meeting format for the Annual Meeting in an effort to facilitate stockholder attendance and participation in light of the COVID-19 pandemic by enabling stockholders to participate fully, and equally, from any location around the world, at no cost. The virtual meeting format will allow our stockholders to engage with us at the Annual Meeting from any geographic location, using any convenient internet-connected devices, including smart phones and tablets, and laptop or desktop computers. The virtual meeting format also will allow stockholder to maintain their own personal safety in light of the public health risks attributable to the COVID-19 pandemic.

The virtual format allows stockholders to submit questions during the meeting. We are utilizing technology from Broadridge Financial Solutions, Inc., or Broadridge, the leading virtual meeting solution. The Broadridge platform is expected to accommodate most, if not all, stockholders. Both we and Broadridge will test the platform technology before going “live” for the Annual Meeting.

If I am unable to participate in the live audio webcast of the Annual Meeting, may I listen at a later date?

An audio replay of the Annual Meeting will be posted and publicly available at https://ir.anikatherapeutics.com/financial-information/annual-reports following the Annual Meeting and will remain publicly available until our next annual meeting of stockholders in 2022. This audio replay will cover the entire Annual Meeting, including each stockholder question addressed during the Annual Meeting.

May I change my vote or revoke my proxy?

If you are a stockholder of record, you may later change or revoke your proxy at any time before it is exercised by:

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voting via the Internet or telephone at a later time;

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submitting a completed and signed proxy card with a later date; or

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voting via the Internet at the Annual Meeting.

If you are a beneficial owner of shares held in street name, you should contact your bank, broker, or other nominee for instructions as to whether, and how, you can change or revoke your proxy.

What happens if I do not give specific voting instructions?

If you are a stockholder of record and you return a proxy card without giving specific voting instructions, the proxy holders will vote your shares in the manner recommended by the Board on all five proposals presented in this Proxy Statement and as they may determine in their discretion on any other matters properly presented for a vote at the Annual Meeting.

If you are a beneficial owner of shares held in street name and do not provide specific voting instructions to the broker, bank, or other organization that is the stockholder of record of your shares, the organization generally may not vote on some proposals. Instead, the organization will inform the inspector of election that it does not have the authority to vote on the specific matter. As a result, beneficial owners of shares held in street name that do not provide specific voting instructions may not have an effect on the outcome of certain proposals. See “Q. What does it mean for a broker or other nominee to hold shares in ‘street name’?” above.

What should I do if, during check-in or the meeting, I have technical difficulties or trouble accessing the virtual meeting website?

Online check-in to the Annual Meeting webcast will begin at 8:45 a.m., Eastern time. You should allow ample time to log in to the meeting webcast and test your computer audio system. During online check-in and continuing through the length of the Annual Meeting, we will have technicians standing by to assist you with any technical difficulties you may have accessing the Annual Meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting log in page.

What if other matters are presented at the Annual Meeting?

If a stockholder of record provides a proxy by voting in any manner described in this Proxy Statement, the proxy holders will have the discretion to vote on any matters, other than the five proposals presented in this Proxy Statement, that are properly presented for consideration at the Annual Meeting. We do not know of any other matters to be presented for consideration at the Annual Meeting.

Proposal 1: Election of Directors

Our company is managed under the oversight of the Board of Directors, which is led by an independent chair. The directors utilize their deep experience in business and science – including biotech, pharmaceuticals, and medical devices – as well as their diverse backgrounds to provide management with guidance and oversight in delivering innovative therapies to meet the needs of clinicians and the patients that they treat, and in executing on our strategy for value creation.

The Board sets high standards for management and employees tied to our core values of principled and ethical behavior, and we apply those same standards to the Board, undertaking regular and rigorous reviews of the directors’ performance both collectively and individually. This is evidenced in our ongoing approach to Board refreshment, having added four of our current eight directors in the past three years. The current mix of longer-serving and recently added directors provides an appropriate balance of perspectives as the Board holds management accountable for delivering long-term value and keeping the interests of our stockholders and stakeholders, including clinicians and their patients, employees and business partners, at the center of our priorities.

The Board is currently comprised of eight directors and is divided into three classes: Class I, Class II and Class III. Each class of directors serves for a three-year term, with one class of directors being elected by our stockholders at each annual meeting. Stephen Richard and Jeffery Thompson serve as Class I Directors, with terms of office expiring at the year’s Annual Meeting. Joseph Bower, who currently serves as a Class I director, will not stand for re-election at this year’s Annual Meeting. Cheryl Blanchard, Raymond Land and Glenn Larsen serve as Class II Directors, with terms of office expiring at the 2022 Annual Meeting. Susan Vogt and John Henneman serve as Class III Directors, with terms of office expiring at the 2023 Annual Meeting.

Messrs. Richard and Thompson are the Board’s nominees for election to the Board at the Annual Meeting. Each Class I Director will be elected to hold office until the 2024 Annual Meeting and until his successor is duly elected and qualified. Unless otherwise instructed, the persons named in the accompanying proxy will vote, as permitted by our bylaws, to elect Messrs. Richard and Thompson as the Class I Directors. If either Mr. Richard or Mr. Thompson becomes unavailable or declines to serve, the persons acting under the accompanying proxy may vote the proxy for the election of a substitute in their discretion. The Board has no reason to believe that either Mr. Richard or Mr. Thompson will be unable or unwilling to serve if elected.

There are no arrangements or understandings between any nominee and any other person pursuant to which the nominee was selected.

Vote Required

At the Annual Meeting, the election of a director requires the affirmative vote of a majority of the shares of common stock that are voting in the election of directors, meaning that, to be elected, the shares voted “FOR” a nominee must exceed the number of shares voted “AGAINST” that nominee. Abstentions and Broker non-votes will not be treated as votes cast and will have no impact on the proposal. Under our Majority Voting in Uncontested Director Elections Policy, if a director receives a greater number of votes “against” than “for” election, the director must promptly offer the director’s resignation for consideration by the Governance and Nominating Committee. Please see the section captioned “Majority Voting in Uncontested Director Elections Policy” for more details on this policy and its impact on the election of director nominees.

Board Recommendation

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF STEPHEN O. RICHARD AND JEFFERY S. THOMPSON, THE DIRECTOR NOMINEES.

Information Regarding Directors

The following table sets forth the name of our current directors, and includes the nominees for re-election as directors at the Annual Meeting, together with their ages (as of the record date) and the years in which they became a director. As noted elsewhere, Dr. Bower will not stand for re-election at the Annual Meeting.

Director Name	Age	Director Since	Term Expires
*Class I Directors*
Joseph L Bower	82	1993	2021
Stephen O. Richard	58	2020	2021
Jeffery S. Thompson	55	2011	2021
*Class II Directors*
Cheryl R. Blanchard Ph.D.	56	2018	2022
Raymond J. Land	76	2006	2022
Glenn R. Larsen, Ph.D.	66	2015	2022
*Class III Directors*
John B. Henneman III	59	2020	2023
Susan N. Vogt	67	2018	2023

Cheryl R. Blanchard, Ph.D.

Anika Board Service:

· Tenure: 2.5 years

PRESIDENT and CEO

Age: 56

Professional Experience

Director since August 2018

President and Chief Executive Officer of Anika since April 2020, and Interim Chief Executive Officer of Anika from February 2020 through April 2020

Principal at Blanchard Consulting, LLC, a provider of scientific, regulatory, and business strategy consulting services to medical device companies and private equity clients, from 2012 to 2020

	·	President and Chief Executive Officer of Microchips Biotech, Inc., a venture-backed biotechnology company developing regenerative medicine and drug delivery products, from 2014 until its sale to Daré Bioscience, Inc. in November 2019
	·	Various offices, including Senior Vice President, Chief Scientific Officer, and general manager of Zimmer Biologics, of Zimmer, Inc., a medical device company focused on musculoskeletal products, from 2000 to 2012

John B. Henneman, III

Anika Board Service:

· Tenure: 0.5 years

· Committees:

○ Compensation

○ Governance and Nominating

INDEPENDENT

Age: 59

Professional Experience

Director since September 2020

Senior Advisor to Prettybrook Partners, a private equity firm investing in medical technology and healthcare services companies, since May 2018

Consultant to SparkMed Advisors LLC, a provider of consulting and other services to start-up medical device and biotechnology companies, since January 2019

	·	Executive Vice President and Chief Financial Officer of NewLink Genetics Corporation, a public biotechnology company, from October 2014 to July 2018 and Chief Administrative Officer of NewLink from July 2018 through his retirement in November 2018
	·	Various offices of Integra LifeSciences Holdings Corp., a medical devices company, from 1998 to 2014, including Chief Financial Officer from 2007 to 2014 and earlier as General Counsel and Chief Administrative Officer

Other Public Company Board Service

Daré Bioscience, Inc. (NASDAQ: DARE), a clinical-stage biopharmaceutical company committed to the advancement of innovative products for women's health, since November 2019

Neuronetics, Inc. (NASDAQ: STIM), a commercial stage medical technology company focused on products for psychiatric disorders, from February 2019 to June 2020

Other Public Company Board Service

Aprea Therapeutics Inc. (NASDAQ:APRE), a biotechnology company focused on novel cancer therapeutics, since August 2019 (lead independent director since September 2020)

	·	R1 RCM, Inc. (NASDAQ:RCM), a provider of revenue cycle management services to healthcare providers, since February 2016
	·	SeaSpine Holdings Corporation (NASDAQ:SPNE), a spinal implant and orthobiologics company, since July 2015

Education

	·	Ph.D. and M.S. in Materials Science and Engineering from the University of Texas-Austin
	·	B.S. in Ceramic Engineering from Alfred University

Education

	·	J.D. from University of Michigan Law School
	·	A.B. in Politics from Princeton University

Relevant Skills

Strong scientific background in biologics and regenerative medicine Industry

	·	Extensive experience in management, including as a CEO, business development and developing and commercializing medical device and regenerative medicine and drug delivery products at multiple companies in the life science industry
	·	Significant experience in innovative research and product development

Relevant Skills

More than 25 years of senior management experience in the medical technology and biotechnology industries

	·	Significant experience in serving on boards of directors, including boards of publicly held life science companies
	·	Extensive experience in the areas of finance, financial accounting, business transactions, law, and mergers and acquisitions

Raymond J. Land

Anika Board Service:

· Tenure: 15 years

· Committees:

○ Audit (Chair, Financial Expert)

○ Compensation

INDEPENDENT

Age: 76

Professional Experience

Director since January 2006

Retired Certified Public Accountant

Interim Chief Financial Officer of BioAmber Inc., a developer of chemicals from renewable feedstocks, for three months during 2017

Senior Vice President and Chief Financial Officer of Clarient, Inc., an advanced molecular diagnostics company, from 2008 until his retirement in 2010

Senior Vice President and Chief Financial Officer of Safeguard Scientifics, Inc., a venture capital firm, from 2007 to 2008

Executive Vice President and Chief Financial Officer of Medcenter Solutions, Inc., a pharmaceutical marketing company, during 2006

Senior Vice President and Chief Financial Officer of Orchid Cellmark, a DNA testing company, from 2005 to 2006

Senior Vice President and Chief Financial Officer of Genencor International, Inc., a biotechnology company focusing on bioproducts and healthcare, from 1997 until its acquisition in 2005

Other Public Company Board Service

BioAmber Inc. (OTC:BIOAQ), a developer of chemicals from renewable feedstocks, from 2011 and chairman from 2012 through July 2018

Glenn R. Larsen, Ph.D.

Anika Board Service

· Tenure: 6 years

· Committees:

○ Compensation

○ Governance and Nominating

INDEPENDENT

Age: 67

Professional Experience

Director since February 2015

Chairman, President, Chief Executive Officer and co-founder of Aquinnah Pharmaceuticals, Inc., a pharmaceutical company focused on the development of treatments for ALS, Alzheimer’s and other neurodegenerative diseases, since February 2014

Chairman, President, and Chief Executive Officer of 180 Therapeutics L.P., a clinical stage musculoskeletal drug development company, from 2013 until its merger with NASDAQ-listed 180 LifeSciences in 2020.

Chief Scientific Officer and Executive Vice President of Research and Development of SpringLeaf Therapeutics, Inc., a producer of combination drug delivery devices, from 2010 to 2013

	·	Chief Operating Officer, Executive Vice President of Research and Development and director of Hydra Biosciences, Inc., a biopharmaceutical company focused on developing pain therapeutic drugs, from 2003 to 2010
	·	Series of drug discovery and development leadership positions, including Vice President Musculoskeletal Sciences, at Wyeth (now Pfizer)/Genetics Institute, where he directed Wyeth’s second-largest therapeutic area with responsibility for Enbrel, an anti-TNF therapeutic for arthritic pain with multi-billion dollar annual sales, and the development of Infuse Bone Graft, the 1^st regenerative biologic medicine approved for numerous orthopedic bone regeneration indications

Education

B.S. in accounting and finance from Temple University

Education

	·	Ph.D. in Biochemistry from Stony Brook University
	·	P.M.D. from Harvard University

Relevant Skills

Education, training and experience in accounting and finance, including as Certified Public Accountant

	·	More than 35 years of experience as chief financial officer and other senior accounting and finance roles at multiple companies, including several in the life science industry
	·	Transactional experience in merger and acquisitions and financings

Relevant Skills

Strong scientific background in pharmaceuticals, biotech, orthopedics, pain management and regenerative medicine

	·	Extensive experience in management, product development and business development at multiple companies in the life science industry
	·	Significant experience in innovative research and product development and commercial development

Stephen O. Richard

Anika Board Service

· Tenure: 0.5 years

· Committees:

○ Audit (Financial Expert)

INDEPENDENT

Age: 58

Professional Experience

Director since September 2020

Senior Vice President, Chief Risk Officer since May 2019 and Chief Audit Executive since 2016 of Becton, Dickinson and Company, a medical technology company

	·	Various offices in the areas of finance, operations and business development of the National Basketball Association organization from 1998 to 2016, including Senior Vice President, Business Development and Global Operations of NBA Properties, Inc. from 2013 to 2016, Chief Financial Officer of NBA China from 2010 to 2013 and Interim Chief Executive Officer of NBA China from 2010 to 2011
	·	Earlier in his career, Mr. Richard served as, among other positions, Regional Audit Director, U.S. Consumer Businesses at Citigroup Inc., District Manager, Financial Planning and Analysis at AT&T Corporation, and Senior Manager at Deloitte & Touche LLP

Jeffery S. Thompson

Anika Board Service

· Tenure: 10 years

· Chair of the Board

INDEPENDENT

Age: 55

Professional Experience

Director since January 2011

Partner with HealthEdge Investment Partners, LLC, or HealthEdge, a private equity firm providing strategic capital exclusively to the healthcare industry, since 2008, where he sits on the investment team and serves as a director for numerous HealthEdge affiliated companies, including ITRACs, Legacy Xspire Holdings, LifeSync and Westone

Previously, Chairman, Chief Executive Officer and President of Advanced Bio-Technologies, Inc. and Enaltus LLC, both HealthEdge portfolio company specializing in skincare solutions sold to consumers and direct to physicians from 2008 to 2017

Non-executive director of Sinclair Pharma, plc, a publicly traded international aesthetic dermatology company from September 2014 until its acquisition by China Grand in November 2018

	·	Director of Stiefel Laboratories, Inc., an independent pharmaceutical company specializing in dermatology, and President of Glades Pharmaceuticals, both of which were sold to GlaxoSmithKline in 2008
	·	Earlier in his career, Mr. Thompson held sales and business management positions at Bausch & Lomb Pharmaceuticals and SmithKline Beecham

Education

	·	M.B.A. in Finance from Columbia Business School.
	·	B.S. in Accounting from Northeastern University

Education

B.S. in General Science from University of Pittsburgh

Relevant Skills

	·	Education, training and experience in accounting and finance, reflected in status as a Certified Public Accountant, multiple senior accounting roles and the Chairman of the Committee on Governance, Risk and Compliance of Financial Executives International, an association of financial executives serving public and private companies
	·	Significant senior management experience, including in the medical technology industry

Relevant Skills

Extensive experience serving on boards of directors of numerous life sciences, biotechnology, and healthcare services companies

	·	Significant experience as chief executive officer of life sciences and healthcare services companies
	·	More than a decade of experience advising HealthEdge portfolio and other life science companies on business development strategies and transactions

Susan N. Vogt

Anika Board Service:

· Tenure: 2.5 years

· Committees:

○ Audit (Financial Expert)

○ Governance and Nominating (Chair)

INDEPENDENT

Age: 67

Professional Experience

Director since October 2018

Chief Executive Officer and President of Aushon Biosystems, Inc., a developer of a multiplex immunoassay platform, from 2013 until its acquisition in January 2018

Chief Executive Officer, President, and a director of SeraCare Life Sciences, Inc., a NASDAQ-listed life sciences developer of products facilitating human diagnostics and therapeutics, from 2006 to 2011

Former director of Andor Technology (LSE:AND) from 2010 to 2013

From 1981 to 2005, various management and officer positions at Millipore Corporation (now part of MilliporeSigma, the life science business of Merck KGaA), an NYSE-listed developer of technologies for life science research, drug development and manufacturing for the biotechnology and pharmaceutical industries, including, among other leadership roles, President of the Biopharmaceutical Division, Vice President and General Manager of the Laboratory Water Division, Vice President and General Manager of the Analytical Products Division.

Other Public Company Board Service

	·	Sharps Compliance, Inc. (NASDAQ: SMED) a leading full-service national provider of comprehensive waste management services, including medical, pharmaceutical, and hazardous, since October 2019
	·	Charlotte’s Web Holdings, Inc. (TSX: CWEB) a leading provider of CBD wellness products, since September 2020

Education

	·	M.B.A. from Boston University, concentration in Finance
	·	A.B. in Art History from Brown University

Relevant Skills

More than thirty-five years of experience in the global life science research, pharmaceutical, biotech and clinical diagnostics industries

	·	Proven record of driving operational efficiency and productivity, successfully scaling commercial operations, enhancing profitability by streamlining, restructuring and consolidating operations, and delivering sustained revenue and cash flow growth at multiple companies
	·	Deep understanding of finance and accounting as a result of her education, financial-based roles during her career and serving on audit committees of several companies

Governance of the Company

Board’s Role in Risk Oversight

The role of the Board of Directors in our risk oversight process includes receiving reports from management and the Chairs of Board committees on areas of material risk to our company, including operational, financial, commercial, legal, regulatory, strategic, and reputational risks. The Board has delegated primary responsibility to the Audit Committee to review these reports and discuss with management the process by which management assesses and manages our risk exposure, risk management, and risk mitigation strategies. The Audit Committee also works with other committees to assess areas of risk under the particular purview of those committees. When the Audit Committee receives a report from management or another committee, the Chair of the Audit Committee reviews the report and then summarizes the review results in a presentation to the full Board. This enables the Board and its committees to coordinate the risk oversight role to ensure that all directors receive all significant risk-related information. The Board also administers its risk oversight function through the required approval by the Board (or a committee of the Board) of significant transactions and other material decisions and through regular periodic reports from our independent registered public accounting firm and other outside consultants regarding various areas of potential risk, including, among others, those relating to our internal controls and financial reporting. In addition, as part of its charter, the Audit Committee discusses with management and our independent registered public accounting firm significant risks and exposures, as well as the steps management has taken to minimize those risks.

Board’s Increased Involvement due to COVID-19 and Executive Team Changes

In 2020, the Board made it a priority to oversee and support the company’s management and thereby manage risk following the onset of the COVID-19 pandemic. The COVID-19 pandemic impacted not just our employees and our traditional operations, but also significantly impacted our business as many of the medical procedures in which our products are used were either cancelled or delayed due to global quarantine orders or other shut-downs of healthcare facilities. The Board’s oversight and frequent involvement with management during 2020 was especially important in light of our acquisitions of Parcus Medical and Arthrosurface early in the year and the changes in our executive management team throughout the year, including the appointment of Dr. Cheryl Blanchard as our President and Chief Executive Officer following the unexpected passing of Joseph Darling in January 2020. The Board’s increased involvement took the form of additional meetings with the executive management team held on a more frequent basis than was its historical practice, including bi-weekly meetings for a number of months during the spring, to review and discuss steps that management was taking to support employee health and safety and to review business progress reports, bi-weekly financial updates and projections, and other strategic responses to the COVID-19 pandemic.

Board Leadership Structure

Jeffery Thompson has served as the Chair of the Board since September 2020. Separating the roles of Chair and Chief Executive Officer allows our Chief Executive Officer to focus on the strategic management of our day-to-day business, while allowing the Chair to focus on leading the Board of Directors in its fundamental role of providing advice to, and independently overseeing, management. The Board recognizes the time, effort, and energy that the Chief Executive Officer is required to devote to the position in the current business environment, as well as the commitment required to serve as our Chair, particularly as the Board’s oversight responsibilities continue to grow. The Board believes that having separate positions, with an independent, non-executive director serving as the Chair, is the appropriate leadership structure for our company at this time and allows the Board to fulfill its role with appropriate independence.

Corporate Governance and Board Matters

The Board of Directors annually reviews the independence of all non-employee directors. In April 2020, the Board established categorical standards consistent with the corporate governance standards of Nasdaq to assist the Board in making determinations of the independence of Board members. A copy of our Standards for Director Independence, which was adopted by the Board in April 2020, is available on the investor relations portion of our website at https://ir.anikatherapeutics.com/corporate-governance. These categorical standards require that, to be independent, a director may not have a material relationship with our company. Even if a director meets all categorical standards for independence, the Board reviews other relationships with Anika in order to conclude that each independent director has no material relationship with Anika either directly or indirectly.

The Board has determined that each of its members, including the director nominees, but excluding our President and Chief Executive Officer Cheryl R. Blanchard, is “independent” within the meaning of the director independence standards of NASDAQ and the SEC. The Board based these determinations primarily on a review of the responses of each director to questions regarding employment and compensation history, affiliations, and family and other relationships, and on other relevant discussions with the directors.

Independent directors meet regularly in executive sessions without management participation. The executive sessions generally occur in connection with regularly scheduled meetings of the Board and committees of the Board, and at other times the independent directors deem appropriate. The executive sessions are chaired either by the Chair of the Board or by the chair of the Board committee having jurisdiction over the particular subject matter to be discussed at the particular meeting or portion of a meeting.

The Board reviews matters related to our corporate governance annually at a regularly scheduled meeting of the Board. This includes an evaluation of our bylaws, committee charters, diversity programs, corporate social responsibility initiatives, and other matters related to our governance. During this review, the Board assesses input from management and outside consultants to discern whether any actions should be taken on any of these topics. Furthermore, the Board conducts periodic evaluations that focus on the effectiveness of the Board as a whole and of its committees. Board members complete a detailed questionnaire that provides for quantitative rankings in key areas and seeks subjective comments in each of those areas. In addition, members of each Board committee complete a detailed questionnaire to evaluate how well their committee is operating and to make suggestions for improvement. The evaluation process is managed by the Chair of the Governance and Nominating Committee, with advice from outside counsel. Outside counsel may conduct separate, confidential interviews with some or all of the directors to follow-up on responses and comments reflected in the questionnaires to the extent it is determined helpful or necessary. An anonymized summary of the principal findings from the evaluation process is prepared by outside counsel and is used as the basis for self-assessment discussions by the Board and its committees.

The Board met 23 times during 2020. No director attended less than 90% of the total number of Board meetings during the director’s term. As described elsewhere in this Proxy Statement, the Board made it a priority to oversee and support the executive management team following the onset of the COVID-19 pandemic, including through bi-weekly meetings with key executive members for a number of months during the spring. The Board placed great importance on taking this approach in light of our ongoing company transformation following our early 2020 acquisitions of Parcus Medical and Arthrosurface and the changes in our management team, including the appointment of Dr. Cheryl Blanchard as President and Chief Executive Officer. In these meetings, the Board focused on key business updates, regular financial updates, including monitoring our liquidity and cash position, and providing support to the management team to ensure an appropriate and well-measured response to the COVID-19 pandemic. The key goal, which we believe was achieved, was to support employee health and safety, while avoiding significant operational disruptions to the business.

Our Annual Meetings of Stockholders are generally held to coincide with one of the Board’s regular quarterly meetings. Although we have no formal policy requiring attendance, directors are encouraged to attend Annual Meetings of Stockholders. Each of the then-serving or nominated directors attended the 2020 Annual Meeting.

Board Committees

The Board of Directors currently has three standing committees:

•

Audit Committee;

•

Compensation Committee; and

•

Governance and Nominating Committee.

The membership of each standing committees was as follows as of April 20, 2021:

Director	Committee			Independent Under SEC Rules	Financial Expert Under SEC Rules
Director	Audit	Compensation	Governance and Nominating	Independent Under SEC Rules	Financial Expert Under SEC Rules
Joseph L. Bower		Chair		✓
John B. Henneman III		✓	✓	✓
Raymond J. Land	Chair	✓		✓	✓
Glenn R. Larsen		✓	✓	✓
Stephen O. Richard	✓			✓	✓
Jeffery S. Thompson				✓
Susan N. Vogt	✓		Chair	✓	✓

The Board has adopted a written charter for each standing committee, which is reviewed yearly by that committee. You can find these charters on the investor relations portion of our website at https://ir.anikatherapeutics.com/corporate-governance. The information contained on the website is not incorporated by reference in, or considered to be a part of, this Proxy Statement.

Audit Committee

Role and Key Responsibilities

ü	Overseeing accounting and financial reporting processes
ü	Overseeing audits of our financial statements and internal controls
ü	Taking, or recommending that the Board of Directors take, appropriate action to oversee the qualifications, independence and performance of our independent registered public accounting firm
ü	Leading the review of our risk management processes and exposure to risk
ü	Preparing an Audit Committee report, as required by the SEC, for inclusion in our annual Proxy Statement
ü	Selecting, retaining, overseeing, and, when appropriate, terminating our independent registered public accounting firm
ü	Conferring with the independent registered public accounting firm and reporting to the Board regarding the scope, method, and result of the audit of our books and records
ü	Reviewing and discussing proposed earnings press releases and financial information and guidance proposed to be provided to investors
ü	Establishing, overseeing and periodically reviewing procedures for complaints regarding accounting or auditing matters
ü	Establishing and monitoring a policy relative to non-audit services provided by the independent registered public accounting firm in order to ensure the firm’s independence

The Audit Committee held 5 meetings in 2020. No member attended less than 90% of the total number of Audit Committee meetings held while the member served on the Audit Committee. The Audit Committee holds separate sessions of its meetings, outside the presence of management, with our independent auditor in conjunction with each regularly scheduled Audit Committee meeting in which the independent auditor participates. During 2020, the Audit Committee met privately with our management and held executive sessions with only non-employee directors in attendance as appropriate. No director is eligible to serve on the Audit Committee if that director simultaneously serves on the audit committees of four or more other public companies.

The current members of the Audit Committee are Raymond Land, who serves as Chair, Stephen Richard and Susan Vogt. The Board has determined that each member is independent, as defined for purposes of the SEC and NASDAQ, is financially literate, and has the requisite financial sophistication to serve on the Audit Committee. The Board has also determined that each member qualifies under SEC rules as an “audit committee financial expert,” which designation is an SEC disclosure requirement related to their experience and understanding of certain accounting and auditing matters. The designation does not impose upon any of the three members any duties, obligations, or liabilities that are greater than those otherwise imposed on them as members of the Audit Committee and the Board.

Compensation Committee

Role and Key Responsibilities

ü	Managing our overall compensation philosophy, structure, policies, processes, procedures, and programs
ü	Reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer and other executive officers
ü	Reviewing the performance of and determining the compensation of the Chief Executive Officer
ü	Reviewing the performance of and determining, with the advice and assistance of the Chief Executive Officer, the compensation of our executive officers other than the Chief Executive Officer
ü	Annually reviewing and recommending to the Board of Directors compensation for non-employee directors
ü	Overseeing our overall compensation programs, including the granting of awards under our omnibus incentive plan
ü	Preparing a report on executive compensation for inclusion in our annual Proxy Statement
ü	Reviewing, discussing with management and any compensation consultant, and recommending the inclusion of disclosures under “Compensation Discussion and Analysis” in our Proxy Statement
ü	Periodically conducting a risk assessment to evaluate whether forms of pay encourage unnecessary or excessive risk taking and assisting the Audit Committee in assessing and managing potential risks created by our compensation practices, policies and programs
ü	Reviewing, approving, recommending to the Board for approval, and considering the results of stockholder advisory “say-on-pay” and “say-on-frequency” votes and reviewing and recommending to the Board whether to submit a stockholder advisory vote on certain acquisition-related compensation arrangements
ü	Appointing, retaining, compensating, terminating, and overseeing the work of any compensation consultant or other compensation adviser, as well as considering the independence of any compensation consultant or other compensation adviser

The Compensation Committee held 16 meetings in 2020. No member attended less than 90% of the total number of Compensation Committee meetings held while the member served on the Compensation Committee. During 2020, the Compensation Committee held executive sessions with only non-employee directors in attendance as appropriate, including when evaluating the performance of Dr. Cheryl Blanchard. In 2020, the number of Compensation Committee meetings exceeded historical practice, largely in response to changes to our executive management team and the COVID-19 pandemic. The Compensation Committee was engaged in significant discussions, including with its independent compensation consultant, regarding the compensation of Dr. Blanchard in relation to her appointments as our interim Chief Executive Officer, and then as our President and Chief Executive Officer, as well as that of David Colleran and Michael Levitz in relation to their appointments to our executive management team. In addition, the Compensation Committee met multiple times to monitor and discuss the impact of the COVID-19 pandemic and its impact on our organization, especially in light of the cancellation or delay of many clinical procedures and the impacts of the pandemic and global quarantine orders were having on the company’s clinical trials, to ensure that there continued to be strong engagement and appropriate incentivization for our employee base. The Compensation Committee also used these meetings, in certain cases, to send messages to the company’s employees through the executive management team in support of their engagement and efforts to continue to design, manufacture, support, market, and sell our medical products in spite of the difficult environment created by COVID-19, and to provide assurances and comfort around our compensation program and plans.

The current members of the Compensation Committee are Joseph Bower, who serves as Chair, John Henneman, Raymond Land, and Glenn Larsen. The Board has determined that each current member of the Compensation Committee is independent, as defined in the listing standards of NASDAQ.

Governance and Nominating Committee

Role and Key Responsibilities

ü	Recommending to the Board of Directors the criteria for Board and committee membership
ü	Identifying, evaluating, and recommending nominees to stand for election as directors at each Annual Meeting of Stockholders, including incumbent directors and candidates recommended by stockholders
ü	Developing succession plans for the Board, the Chief Executive Officer and other executives
ü	Coordinating performance evaluations of the Board and its standing committees
ü	Recommending to the Board assignments of directors to each Board committee and monitoring compliance with Board and committee membership criteria
ü	Overseeing and administering Board education programs
ü	Overseeing corporate governance affairs of the Board and our company

The Governance and Nominating Committee held 7 meetings in 2020. No member attended less than 90% of the total number of Governance and Nominating Committee meetings held while the member served on the Governance and Nominating Committee. During 2020, the Governance and Nominating Committee held executive sessions with only non-employee directors in attendance as appropriate. In 2020, the Governance and Nominating committee focused on the creation and oversight of the process to replace our Chief Executive Officer following the passing of Mr. Darling, as well as the activities required to identify, recruit, and onboard our new directors, Mr. Henneman and Mr. Richard.

The current members of the Governance and Nominating Committee are John Henneman, Glenn Larsen, and Susan Vogt, who serves as Chair. The Board has determined that each current member of the Governance and Nominating Committee is independent, as defined in the listing standards of NASDAQ.

Board Membership Qualifications and Procedures

When considering candidates for director, the Governance and Nominating Committee takes into account a number of factors, including the following minimum qualifications: the nominee (a) shall have the highest personal and professional integrity, (b) shall have demonstrated exceptional ability and judgment, and (c) shall be most effective, in conjunction with the other members of the Board of Directors, in collectively serving the long-term interests of the stockholders. In addition, the Governance and Nominating Committee will take into consideration such other factors as it deems appropriate, including any direct experience in the biotechnology, pharmaceutical, medical device, and/or life sciences industries, or in the markets in which we operate. The Governance and Nominating Committee may also consider, among other things, the skills of the candidate, his or her availability, the candidate’s depth and breadth of experience or other background characteristics, and his or her independence.

In addition to the considerations above, the Board strongly believes that diversity is an important component of a successful and effective board of directors and good corporate governance, including diversity of background, skills, experience, gender, race, and ethnicity. The Governance and Nominating Committee, guided by its charter, assesses and considers the diversity of the Board prior to nominating candidates and seeks to identify director candidates who will enhance the Board’s overall diversity. The Governance and Nominating Committee and the Board select candidates on the basis of qualifications and experience without discriminating on the basis of race, color, national origin, gender, sex, sexual preference, or religion. Accordingly, it is the practice of the Governance and Nominating Committee to include, and we request that the search firms we engage include, women and minority or underrepresented candidates in any pool from which the Governance and Nominating Committee selects director candidates. We believe that our current Board members collectively reflect diverse knowledge, expertise, and experience in the disciplines that impact our business.

Our bylaws include a procedure that stockholders must follow to nominate a person for election as a director at an annual meeting of stockholders. The bylaws require that timely notice of the nomination in proper written form, including all required information as specified in the bylaws, be mailed to the Governance and Nominating Committee in care of our Chief Executive Officer, Anika Therapeutics, Inc., 32 Wiggins Avenue, Bedford, Massachusetts 01730. A copy of our bylaws can be viewed on the investor relations portion of our website at https://ir.anikatherapeutics.com/corporate-governance. The Governance and Nominating Committee will consider director nominees recommended by stockholders in accordance with the Anika Therapeutics, Inc. Policy and Procedures for Stockholder Nominations to the Board adopted by the Governance and Nominating Committee and approved by the Board in April 2020, a copy of which is available on the investor relations portion of our website at https://ir.anikatherapeutics.com/corporate-governance. Recommendations should be submitted to our Secretary in writing at Anika Therapeutics, Inc., 32 Wiggins Avenue, Bedford, Massachusetts 01730, along with additional required information about the nominee and the stockholder making the recommendation. Information on qualifications for nominations to the Board and procedures for stockholder nominations to the Board is included below under “Proposal 1. Election of Directors—Board Membership Qualifications and Procedures” and “Stockholder Proposals.” The Governance and Nominating Committee may solicit recommendations for candidates for directors from non-management directors, the Chief Executive Officer, other executive officers, third-party search firms, and such other sources as it deems appropriate, including stockholders. The Governance and Nominating Committee will review and evaluate the qualifications of all such proposed candidates in the same manner and without regard to the source of the recommendation.

Communications with Directors

Our directors seek input from a wide variety of sources to inform their work, including from stockholders. The Board of Directors welcomes stockholder input via voting, via participating in our Annual Meetings of Stockholders, via our stockholder engagement program, and, more formally, via mail. If you wish to communicate with any of our directors or the Board as a group, you may do so by writing to the individual director or to the Board, in care of our Chief Executive Officer, Anika Therapeutics, Inc., 32 Wiggins Avenue, Bedford, Massachusetts 01730. We recommend that all correspondence be sent via certified U.S. mail, return receipt requested. All correspondence received by the Chief Executive Officer will be forwarded promptly to the appropriate addressee.

Code of Business Conduct and Ethics

It is our policy that all of our officers, directors, and employees worldwide conduct our business in an honest and ethical manner and in compliance with all applicable laws and regulations. The Board of Directors has adopted the Anika Therapeutics, Inc. Code of Business Conduct and Ethics to clarify, disseminate, and enforce this policy. The Code of Business Conduct and Ethics applies to all of our officers, directors, and employees worldwide, including our Chief Executive Officer and Chief Financial Officer. The Code of Business Conduct and Ethics can be viewed on the investor relations portion of our website at https://ir.anikatherapeutics.com/corporate-governance. Please note that the information contained on the website is not incorporated by reference in, or considered to be part of, this Proxy Statement.

Commitment to Compliance

We are committed to maintaining a strong culture of compliance across our entire organization. We believe that a workplace with a culture of “do the right thing,” guided by high standards and comprehensive policies, is the bedrock of our success as a healthcare company and our ability to deliver life-changing solutions to the customers we serve and all of the patients they treat around the world. As part of setting this culture and maintaining a strong tone at the top, the following quote from our President and Chief Executive Officer, Dr. Blanchard, is included in our strategic plan as presented to the Board and at the beginning of each individual and annual compliance training session:

“At Anika, a commitment to ethics and quality, as realized and demonstrated through personal integrity and accountability, forms the basis for everything we do and forges the path to all that we can achieve. These foundational tenets of our company are non-negotiable and do not take a day off.”

In addition, in 2020, in conjunction with the acquisitions of Parcus Medical and Arthrosurface and the expansion of our commercial infrastructure in the United States, and with the support of the Board, we substantially expanded our company-wide Compliance Program focused on healthcare fraud and abuse, anti-kickback, and foreign corrupt practices act regulations, among others, and instituted more robust processes to ensure that appropriate controls are in place for compliance with these laws and regulations.

Corporate Social Responsibility – Environmental Sustainability, Social, and Governance Matters

We are committed to good corporate citizenship and to creating a sustainable and diverse workplace, while ensuring we operate with the highest standards of quality, ethics, and corporate governance.

We maintain a global Health, Safety, and Environment (HSE) policy to make good on our commitment to the health and safety of our employees and the protection of the environment. Key principles of this policy include, among others, maintaining a goal of zero workplace injuries or accidents, proactively integrating HSE considerations into all business activities, and minimizing the environmental impact of our operations. We have a broad range of environmental practices focused on reducing our consumption of energy, water, and natural resources and minimizing our production of waste. We have implemented material recycling, ozone depleting substance, heat recovery, and efficient lighting programs to better our environmental footprint.

As a result of the COVID-19 pandemic, we immediately implemented a cross-functional COVID-19 task force to provide senior leadership with guidance and recommendations to ensure an appropriate response to the pandemic and promote health and safety for our employees worldwide. We established strict safety policies and protocols, and we regularly update our employees with respect to any changes. We transitioned much of our administrative workforce to work remotely to protect the health of those who must be onsite to perform their jobs, including our manufacturing staff, and we have adjusted attendance policies to encourage those who may be ill to stay home. We have provided an abundance of personal protective equipment and cleaning supplies, including sending a COVID-19 care package including multiple masks, face shields, hand sanitizer, and other personal protective equipment to all of our employees to support them and their families when there were shortages of certain of these items. We require masks to be worn in our facilities and initially prohibited all non-essential domestic and international travel for all employees, though we have relaxed that restriction for certain personnel as travel carriers have developed additional safety protocols and vaccinations have become more prevalent. We have also provided general information updates and support for our employees to ensure that they have resources and information to protect their health and that of those around them, including their families and co-workers. In conjunction with certain of our partners, we also donated personal protection equipment and other supplies to frontline healthcare workers as part of our COVID-19 response.

We are dedicated to attracting and retaining highly talented people, fostering a diverse and inclusive workforce, and providing a safe and healthy work environment for our employees. We have a strong employee wellness program that includes both on- and off-site activities aimed at keeping our employees active. We collaborate with multiple charitable organizations and educational institutions to ensure that we give back to the communities that support us, including through grants to universities and other charitable organizations. For additional information about how we view and support our workforce, please see the following section, Human Capital Management.

We are dedicated to strong governance practices as can be seen through the recent changes we have made to the Board of Directors and its diversity, as well our commitment to appropriate risk management strategies and corporate policies, as are described in more detail throughout this Proxy Statement. Our commitments to diversity and sustainability are designed to make us a best-in-class business with efficient processes and operations, and we believe that these values can also be key drivers of our company’s success and growth, and increase stockholder return over the long-term.

Human Capital Management

We believe that a diverse, talented, and inclusive workplace is a central aspect to our culture and increases employee engagement, innovation, operational excellence, and overall individual and company performance. In turn, this culture and drive for performance helps us attract and retain qualified employees and key talent. Our culture is centered around our fundamental values of:

	·	People: We engage and invest in each other in a community that values diversity and inclusion.
	·	Innovation: We are agile and entrepreneurial in developing and delivering meaningful solutions to our healthcare stakeholders within our target markets.
	·	Quality: We strive for the highest quality and compliance in everything we do.
	·	Teamwork: We operate with mutual respect and trust and are collaborative as we grow together.
	·	Integrity: We live up to our promises and do the right thing, every day.
	·	Accountability: We are empowered and accountable to deliver results and value to all of our stakeholders.

We substantially increased our employee base in 2020 with the acquisitions of Parcus Medical and Arthrosurface as well as our hiring of additional people to support our expanded operations, and we expect to continue to add employees in 2021 and beyond as we grow and transform our business. Our Compensation Committee and executive management team are focused on attracting and retaining top industry talent and key employees, and we offer market competitive total rewards packages consisting of base salary, a potential cash bonus based on individual and company performance, and a comprehensive benefits package to all employees. We also provide equity-based compensation to a large segment of our employee population based on various criteria, including their level within the company, to ensure that our employees contribute to our strategic objectives and that their compensation is aligned with the best interests of our stockholders. Ongoing employee development is a key component of our overall business strategy. To facilitate this, we support our employees’ development through individualized development plans, mentoring, coaching, group training, conference attendance, financial support, including tuition reimbursement for qualified programs, and access to a broad-based learning management platform for self-directed learning and improvement.

In early 2021, to coincide with our annual equity granting cycle, our Compensation Committee determined to make the “One Anika Grant,” a unique, one-time grant of stock options to all employees below the level of Vice President. The message from Dr. Blanchard accompanying this grant praised the efforts of all of our employees in integrating our acquired companies and the work that had been done to build collaborative relationships throughout the organization. The message also relayed the company’s belief regarding the importance of each employee having the opportunity to be a stockholder of the company with the potential to see appreciating value as the result of shared success.

The Board of Directors and executive management team believe that employees understanding how their work contributes to our overall strategy and performance is key to our success. In order to communicate with respect to these important topics in ways that are engaging and accessible to our team, we utilize a variety of channels, including quarterly company-wide town hall meetings with presentations by members of senior management, regular email updates from our chief executive officer and other key members of the executive team, and employee engagement surveys.

In addition, in 2020, Dr. Blanchard, with the support of the Board of Directors, signed the Massachusetts Biotechnology Council “CEO Pledge for a More Equitable and Inclusive Life Sciences Industry.” The signers of this pledge “recognize that racial inequity exists in [the life sciences] industry and in [life sciences] companies, and [they] must take responsibility to fix that injustice through comprehensive equity, diversity, and inclusion initiatives that are broad in scope, specific in action, and measurable in results.” The full text of the pledge can be found at: https://www.massbio.org/initiatives/equity-diversity-and-inclusion/open-letter/. Both the development of plans to fulfill the equity, diversity, and inclusion goals of the CEO pledge and the continued discussion and implementation of plans to address the feedback received in the 2020 employee engagement survey are corporate goals for this coming year and have been shared and agreed upon with the Board of Directors.

Director Overboarding Guidelines

The Board of Directors recognizes that its members benefit from service on the boards of other companies and it encourages such service. The Board also believes, however, that it is critical that directors are able to dedicate sufficient time to their service on the Board. The Board adopted our Commitment to the Board; Service on Other Boards; Change in Status Guidelines on March 17, 2021. Pursuant to these guidelines, unless the Board determines that such service would not impair the ability of a director to effectively serve on the Board or the Audit Committee of the Board:

no director who serves as the chief executive officer of any public company, including Anika, may serve on the boards of directors of more than three public companies, including Anika.

no other director may serve on the board of directors of more than five public companies, including Anika; and

no member of the Audit Committee should serve simultaneously on the audit committees of more than four public companies, including Anika.

Directors must notify the Chair of the Governance and Nominating Committee and our Corporate Secretary before accepting a seat on the board of directors of, or any assignment to the audit committee of, another public company so that the potential for conflicts or other factors compromising the director’s ability to perform his or her duties may be fully assessed.

Prohibition on Employee, Officer, and Director Hedging and Pledging

It is our policy that all employees and directors, as well as their family members, must not hedge or pledge any Anika securities they hold directly. An exception to this prohibition may be granted where a person wishes to pledge Anika securities as collateral for a loan, upon approval by our Chief Financial Officer, if certain other conditions are met. The prohibition on hedging is included in our Insider Trading Policy, which was implemented by the Board of Directors on December 20, 2016, as amended on July 16, 2020, and as subsequently amended on March 17, 2021. A copy of our Insider Trading Policy is available on our website and can be viewed on the investor relations portion of our website at https://ir.anikatherapeutics.com/corporate-governance.

Majority Voting in Uncontested Director Elections Policy

On December 8, 2015, the Board of Directors adopted our “Majority Voting in Uncontested Director Elections Policy.” An uncontested election occurs when the number of director nominees is equal to the number of Board positions to be filled through election and proxies are being solicited for such election of directors solely by our company. Pursuant to our policy in such an election, if a director receives a greater number of votes “against” than “for” his or her election, such director shall promptly offer his or her resignation for consideration by the Governance and Nominating Committee. The Governance and Nominating Committee shall then consider all of the relevant facts and circumstances and recommend to the Board whether or not to accept such offer of resignation. The final decision of whether or not to accept such resignation shall be made by the Board, and, if required or determined by the Board to be desirable, we shall appropriately disclose the decision of the Board along with the rationale for such decision.

Transactions with Related Persons and Conflict of Interest Policy

It is our policy that all employees and directors, as well as their family members, must avoid any activity that is, or has the appearance of, conflicting with our business interests. This policy is included in our Code of Business Conduct and Ethics, and it is supplemented by our Conflict of Interest Policy, which was implemented by the Board of Directors on October 6, 2015, and can be viewed on the investor relations portion of our website at https://ir.anikatherapeutics.com/corporate-governance. Both the Code of Business Conduct and Ethics and the Conflict of Interest Policy are reviewed at least every three years, or more often as necessary or advisable. Among other things, this policy requires each director and officer to provide to the Chair of the Board (or to the Chief Executive Officer, if such transaction involves the Chair of the Board) written notice of any potential related party transaction, defined by our policy to mirror the definition of Item 404 of Regulation S-K under the Securities Exchange Act of 1934, or the Exchange Act, (with the exception that our policy includes a monetary threshold of $100,000 as opposed to the threshold of $120,000 set by Item 404 of Regulation S-K under the Exchange Act). Any such notice must include all information requested by the Chair of the Board (or the Chief Executive Officer). Upon receiving all relevant information, the disinterested members of the Board may approve the transaction if they determine that the transaction is in the best interests of, and fair to, Anika, may require modifications to the transaction to make it acceptable for approval, or may reject it. The Board may also establish guidelines for ongoing management of a specific related party transaction. The policy requires continuing related party transactions to be reviewed on at least an annual basis. Additionally, the policy requires all of our executives and directors to complete a director and officer questionnaire in connection with each of our annual proxy statements, which asks them to disclose family relationships and other related party transactions.

From January 1, 2020 through April 30, 2021, we had no reportable related party transactions.

Beneficial Ownership of Common Stock

The following table sets forth the beneficial ownership of common stock as of April 20, 2021, by:

●	each director who served during 2020 or 2021;
●	each of the current Named Executive Officers named in the Summary Compensation Table set forth under “Executive Compensation”;
●	each other person who is known by us to beneficially own 5% or more of our common stock; and
●	current directors and executive officers as a group.

The number of shares of common stock owned by each person is determined under the rules of the SEC. Under these rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and any shares that the individual has the right to acquire by June 19, 2021 (sixty days after April 20, 2021) through the conversion of a security or other right. Unless otherwise indicated, each person has sole investment and voting power, or shares such power with a family member, with respect to the shares set forth in the following table. The inclusion in this table of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of those shares for any other purpose. As of April 20, 2021, there were 14,366,686 shares of common stock outstanding. Shares not outstanding, but deemed beneficially owned by virtue of the right of a person to acquire those shares, are treated as outstanding only for purposes of determining the number and percent of shares of common stock owned by such person or group. Unless otherwise noted below, the address of each person listed on the table is in care of Anika Therapeutics, Inc., 32 Wiggins Avenue, Bedford, Massachusetts 01730.

Beneficial Owner	Amount and Nature of Beneficial Ownership		Percentage of Common Stock Outstanding
Directors and Named Executive officers:
Joseph L. Bower	19,117	⁽¹⁾	*
John B. Henneman, III	3,103	⁽²⁾	*
Raymond J. Land	9,953		*
Glenn R. Larsen, Ph.D.	11,697		*
Stephen O. Richard	3,103	⁽³⁾	*
Jeffery S. Thompson	10,949		*
Susan N. Vogt	11,652		*
Cheryl R. Blanchard, Ph.D.	69,357	⁽⁴⁾	*
David Colleran	2,500		*
Michael L. Levitz	-	⁽⁵⁾	-
Thomas Finnerty	11,701		*
James Loerop	3,323	⁽⁶⁾	*
Current directors and executive officers as a group (12 persons)	156,455	⁽⁷⁾	1.09%
5% and Above Stockholders:
BlackRock, Inc.
55 East 52nd Street
New York, NY 10055	2,250,290	⁽⁸⁾	15.80%
Kayne Anderson Rudnick Investment Management LLC
1800 Avenue of the Stars, 2nd Floor
Los Angeles, CA 90067	1,546,263	⁽⁹⁾	10.88%
Ameriprise Financial, Inc.
145 Ameriprise Financial Center
Minneapolis, MN 55474	1,004,108	⁽¹⁰⁾	7.07%
The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355	934,282	⁽¹¹⁾	6.57%
Dimensional Fund Advisors LP
6300 Bee Cave Road, Building One
Austin, TX 78746	884,116

SEC Form DEF 14A filed by Anika Therapeutics Inc.