Liquidia Corp PRE 14A, filed Apr 12, 2024

Liquidia Corp (LQDA)

PRE 14A 2024-04-12 For: 2024-06-20

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Added on October 18, 2026

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	VOTING PROCEDURES					1
	THE CLASS III DIRECTOR ELECTION PROPOSAL					9
	THE CHARTER AMENDMENT PROPOSAL					16
	THE AUDITOR RATIFICATION PROPOSAL					19
	ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS PROPOSAL					22
	ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY “SAY-ON-PAY” VOTES PROPOSAL					23
	LIQUIDIA CORPORATE GOVERNANCE					24
	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF RELATED STOCKHOLDER MATTERS					31
	EXECUTIVE OFFICERS AND DIRECTORS AND OFFICER COMPENSATION					34
	CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS					48
	DELIVERY OF DOCUMENTS TO STOCKHOLDERS					50
	STOCKHOLDER PROPOSALS AND OTHER INFORMATION					50
	ANNUAL REPORT					50
	EXPENSES AND SOLICITATION					50
	OTHER MATTERS					51
	WHERE YOU CAN FIND ADDITIONAL INFORMATION AND INCORPORATION BY REFERENCE					52

	WHO CAN VOTE?			Each share of our common stock that you owned as of the close of business on April 26, 2024, the record date for the Annual Meeting (the “Record Date”), entitles you to one vote on each matter to be voted upon at the Annual Meeting. On the Record Date, there were [76,381,900] shares of Liquidia common stock issued and outstanding and entitled to vote. Accordingly, there are an aggregate of [76,381,900] votes entitled to be cast at the Annual Meeting.
	HOW CAN I ATTEND THE MEETING?			The Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively by live webcast. You are entitled to participate in the Annual Meeting only if you were a stockholder of the Company as of the close of business on the Record Date, or if you hold a valid proxy for the Annual Meeting. No physical meeting will be held. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting meetnow.global/M6UKAPZ. You also will be able to vote your shares online by attending the Annual Meeting via live webcast. To participate in the Annual Meeting, you will need to review the information included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials. If you hold your shares through an intermediary, such as a bank or broker, you must register in advance using the instructions below. The online meeting will begin promptly at 4:30 p.m. Eastern Time. We encourage you to access the Annual Meeting 15 minutes prior to the start time leaving ample time for the check in. Please follow the registration instructions as outlined in this proxy statement.
	HOW DO I REGISTER TO ATTEND THE ANNUAL MEETING VIRTUALLY ON THE INTERNET?			If you are a registered stockholder (i.e., you hold your shares through our transfer agent, Computershare Trust Company, N.A. (“Computershare”)), you do not need to register to attend the Annual Meeting virtually on the Internet. Please follow the instructions on the notice or proxy card that you received. If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Annual Meeting virtually on the Internet. To register to attend the Annual Meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your Company holdings along with your name and email address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 4:30 p.m. Eastern Time, on June 13, 2024. You will receive a confirmation of your registration by email after we receive your registration materials.

				Requests for registration should be directed to us at the following: By email: Forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com; By mail: Computershare Legal Proxy P.O. Box 43001 Providence, RI 02940-3001
	WHAT IF I HAVE TROUBLE ACCESSING THE ANNUAL MEETING VIRTUALLY?			The virtual meeting platform is fully supported across browsers (MS Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plugins. Note: Internet Explorer is not a supported browser. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the meeting. We encourage you to access the meeting prior to the start time. For further assistance should you need it, you may call 1-888-724-2416.
	HOW DO I VOTE?			If your shares are registered directly in your name, you may vote: • Over the Internet or by Telephone. If you are a registered stockholder (that is, if you hold your stock directly and not in street name), you may vote by telephone or over the Internet by following the instructions included in the Notice by accessing the Internet at www.envisionreports.com/LQDA and following the instructions contained on that website. Stockholders with shares registered directly with us may vote (i) by telephone by dialing 1-800-652-8683 toll-free from the United States, U.S. territories and Canada or (ii) by Internet at www.envisionreports.com/LQDA and following the instructions contained on that website. Internet and telephone voting are available 24 hours a day. You must specify how you want your shares voted or your Internet or telephone vote cannot be completed and you will receive an error message. Your shares will be voted according to your instructions. • By Mail. You may vote by mail by signing, detaching and returning the bottom portion of the proxy card with the postage prepaid envelope addressed to Computershare, Inc. provided with the proxy materials. If you wish to request a printed copy of the proxy materials by mail, send an email to investorvote@computershare.com by June 10, 2024 with “Proxy Materials—Liquidia” in the subject line. Include your full name and address in the email, plus the number located in the shaded bar on your Notice, and state in the email that you want a paper copy of the meeting materials. Your proxy will be voted according to your instructions. If you do not specify how you want your shares voted, they will be voted as recommended by our Board.

				• Virtually at the Annual Meeting. If you virtually attend the Annual Meeting, you may vote online during the Annual Meeting. To vote at the Annual Meeting, you must access meetnow.global/M6UKAPZ and will need the control number located on your proxy card or to follow the instructions that accompanied your proxy materials. We recommend that you log-in at least 15 minutes before the Annual Meeting starts to ensure that you are logged in when the virtual meeting begins. Only our stockholders and persons holding proxies from our stockholders may attend the Annual Meeting. Please see “How Can I Attend the Meeting?” and “How Do I Register to Attend the Annual Meeting Virtually on the Internet” above for more information. If your shares are held in “street name” (held for your account by a broker or other nominee) you may vote: • Over the Internet or by Telephone. You will receive instructions from your broker or other nominee if you are permitted to vote over the Internet or by telephone. • By Mail. You will receive instructions from your broker or other nominee explaining how to cast your vote. • Virtually at the Annual Meeting. Contact the broker or other nominee who holds your shares to obtain a broker’s proxy card. You will not be able to vote at the Annual Meeting unless you have a proxy from your broker issued in your name giving you the right to vote the shares. Please see “How Can I Attend the Meeting?” and “How Do I Register to Attend the Annual Meeting Virtually on the Internet” above for more information.
	HOW CAN I CHANGE MY VOTE?			You may revoke your proxy and change your vote at any time before the Annual Meeting. To do this, you must do one of the following: • Vote over the Internet or by Telephone as instructed above. Only your latest Internet vote is counted. • Sign and date a new proxy and submit it as instructed above. Only your latest proxy vote is counted. • Virtually attend the Annual Meeting and vote online by accessing meetnow.global/M6UKAPZ. Virtually attending the Annual Meeting will not revoke your proxy unless you specifically request it. Please see “How Can I Attend the Meeting?” and “How Do I Register to Attend the Annual Meeting Virtually on the Internet” above for more information.
	WILL MY SHARES BE VOTED IF I DO NOT RETURN MY PROXY?			If your shares are registered directly in your name, your shares will not be voted if you do not vote over the Internet, by telephone or return your proxy, or virtually attend and vote at the Annual Meeting. If you have misplaced your proxy, you may obtain another by following the instructions provided in the Notice or by accessing the Internet website at

	WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE PROXY CARD?			It means that you have more than one account, which may be at the transfer agent, with stockbrokers or otherwise. Please vote over the Internet, or complete and return all proxies for each account to ensure that all of your shares are voted.
	HOW MANY SHARES MUST BE PRESENT TO HOLD THE MEETING?			A majority of our outstanding shares of common stock as of the Record Date must be present at the Annual Meeting to hold the Annual Meeting and conduct business. This is called a quorum. Shares are counted as present at the Annual Meeting if the stockholder votes over the Internet or telephone, completes and submits a proxy or is virtually present at the Annual Meeting. Shares that are present that vote to abstain or do not vote on one or more of the matters to be voted upon are counted as present for establishing a quorum. If a quorum is not present, we expect that the Annual Meeting will be adjourned until we obtain a quorum.
	WHAT VOTE IS REQUIRED TO APPROVE EACH MATTER AND HOW ARE VOTES COUNTED?			Proposal 1—Election of Three Class III Directors For a Term Expiring at our 2027 Annual Meeting of Stockholders If a quorum is present or represented by proxy at the meeting, each Class III director nominee must be elected by a plurality of the votes cast by the stockholders entitled to vote at the meeting. A plurality means that the nominees with the largest number of votes are elected as directors up to the maximum number of directors to be elected at the Annual Meeting. If your broker holds your shares in “street name,” and if you do not vote your shares, your brokerage firm does not have the authority to vote your unvoted shares held by the firm since such matter is not considered routine. When a bank or broker has not received instructions from the beneficial owners or persons entitled to vote and the bank or broker cannot vote on a particular matter because it is not routine, then there is a “broker non-vote” on that matter. Broker non-votes do not count as votes “FOR” any nominee but will be counted in determining whether there is a quorum for the Annual Meeting. You may vote “FOR” any one or more of the nominees or “WITHHOLD” from voting “FOR” any one or more of the nominees. Withheld votes and broker non-votes will not be considered as votes cast “FOR” any nominee and will therefore have no effect on the outcome of the vote. If you submit a proxy and no vote is specified on the proxy, and in the absence of directions to the contrary, the shares will be voted “FOR” each of the Class III director nominees. Proposal 2—Approve the Amendment to Increase Authorized Shares of Common Stock under our Charter To approve Proposal 2, if a quorum is present or represented by proxy at the meeting, stockholders holding a majority of Liquidia common stock outstanding must vote “FOR” the proposal. If a stockholder votes to “ABSTAIN,” it has the same effect as a vote “AGAINST.” As Proposal 2 is a routine matter, broker non-votes will not occur with respect to this proposal. If no vote is specified on the proxy and in the absence of directions to the contrary, the shares will be voted “FOR” the approval of an amendment to our Charter to increase the number of

				Yours sincerely,
				/s/ Roger A. Jeffs, Ph.D. Roger A. Jeffs, Ph.D. Director and Chief Executive Officer

				www.envisionreports.com/LQDA and following the instructions contained on that website. If your shares are held in “street name,” your brokerage firm, under certain circumstances, may vote your shares for you if you do not return your proxy. Brokerage firms have authority to vote customers’ unvoted shares on matters that the New York Stock Exchange (“NYSE”) determines to be “routine.” If you do not give a proxy to your brokerage firm to vote your shares, your brokerage firm may either: vote your shares on routine matters, or leave your shares unvoted. Proposal 1, the election of three Class III directors, is not considered a routine matter. Proposal 2, the approval of the amendment to increase the number of authorized shares of our common stock from 100,000,000 shares to 115,000,000 shares, is considered a routine matter. Proposal 3, the ratification of the independent registered public accounting firm, is considered a routine matter. Proposal 4, the approval, by non-binding advisory vote, of the compensation of our named executive officers, is considered a routine matter. Proposal 5, the approval, by non-binding advisory vote, of the frequency of future votes on the compensation of our named executive officers, is considered a routine matter. We therefore strongly encourage you to provide voting instructions to your brokerage firm by submitting your proxy. This ensures your shares will be voted at the meeting according to your instructions. You should receive directions from your brokerage firm about how to submit your proxy to them.
	IF I DO NOT GIVE INSTRUCTIONS TO MY BANK OR BROKER, WHAT MATTERS DOES MY BANK OR BROKER HAVE AUTHORITY TO VOTE UPON?			Brokerage firms and other intermediaries holding shares of our common stock in street name for customers are generally required to vote such shares in the manner directed by their customers. If you do not give instructions to your bank or broker within ten days of the Annual Meeting, it may vote your shares on our sole “routine” matter but will not be permitted to vote your shares with respect to “non-routine” items. The proposal to approve an amendment to our Charter to increase the number of authorized shares of common stock, the proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm, the proposal to approve, by non-binding advisory vote, the compensation of our named executive officers, and the proposal to approve, by non-binding advisory vote, the frequency of future votes on the compensation of our named executive officers, are routine matters, while the election of our directors is a non-routine matter. When a bank or broker has not received instructions from the beneficial owners or persons entitled to vote and the bank or broker cannot vote on a particular matter because it is not routine, then there is a “broker non-vote” on that matter. Broker non- votes will be counted in determining whether there is a quorum for the Annual Meeting. As a result, we strongly encourage you to submit your voting instructions and exercise your right to vote as a stockholder.

	WHO WILL PAY FOR THE COSTS OF SOLICITING THESE PROXIES?			We will pay the costs of soliciting proxies. In addition to mailing the Notice, our directors, officers and employees may solicit proxies by telephone, e-mail and in person, without additional compensation. Upon request, we will also reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for distributing proxy materials to stockholders.
	HOW CAN I RECEIVE FUTURE PROXY STATEMENTS AND ANNUAL REPORTS OVER THE INTERNET?			This proxy statement and our Annual Report for the fiscal year ended December 31, 2023 are available on our Internet site at www.liquidia.com. This proxy statement and our Annual Report for the fiscal year ended December 31, 203 are also available on the Internet site at www.envisionreports.com/LQDA. Most stockholders can elect to view future proxy statements and annual reports over the Internet instead of receiving printed copies in the mail. If you are a stockholder of record, you can choose this option when you vote over the Internet and save us the cost of producing and mailing these documents. If you are a stockholder of record and choose to view future proxy statements and annual reports over the Internet, you will receive a proxy in the mail next year with instructions containing the Internet address to access those documents. If your shares are held through a broker or other nominee, you should check the information provided by them for instructions on how to elect to view future proxy statements and annual reports over the Internet.
	WHY IS THE ANNUAL MEETING BEING HELD VIRTUALLY?			We are excited to embrace the latest technology to provide expanded access, improved communication and cost savings for our stockholders and the Company. We believe that hosting a virtual meeting will enable more of our stockholders to attend and participate in the meeting since our stockholders can participate from any location around the world with Internet access.

Name			Age			Principal Occupation and Business Experience
Damian deGoa			45			Mr. deGoa has been a member of our Board since December 2020. Mr. deGoa currently serves as Chief Operating Officer at Ottawa Avenue Private Capital. Previously, Mr. deGoa served as our Chief Executive Officer from December 2020 to January 2022 and as Chief Executive Officer and a director of RareGen, LLC (now known as Liquidia PAH), a current wholly owned subsidiary of the Company (“RareGen”), from September 2018 until RareGen’s acquisition by the Company in November 2020. From December 2012 until September 2018, Mr. deGoa was the Managing Director of PBM Capital Group, LLC (“PBM Capital”) where he led several portfolio investments, divestments and operations. From April 2015 to April 2017, Mr. deGoa served as Chief Executive Officer of Breas Medical Group, a PBM Capital portfolio company which was acquired by Fosun Pharma in March 2017, and subsequently served as a director of Breas Medical Group from March 2017 to February 2020. Prior to joining PBM Capital, Mr. deGoa held various roles at Perrigo Company from August 2007 until December 2012, including Head of International Business Development, Divisional Finance Lead for Perrigo Company’s nutrition segment and Director of Corporate Development and Rx Business Development. Mr. deGoa holds a Bachelor of Arts in Economics and Philosophy from the University of Michigan and a Master’s in Business Administration in Finance from DePaul University. We believe Mr. deGoa is qualified to serve on the Board due to his extensive and broad range of

Name	Age	Principal Occupation and Business Experience
		experience in business and healthcare product development, including previous commercial experience with treprostinil as our Chief Executive Officer and as Chief Executive Officer of RareGen.
Arthur Kirsch	72	Mr. Kirsch has been a member of our Board, Chairperson of our Audit Committee and a member of our Compensation Committee since Liquidia Corporation’s formation in June 2020. Previously, Mr. Kirsch served as a member of our Litigation Committee from August 2020 to January 2022. Mr. Kirsch has been a member of the board of directors of Liquidia Technologies since September 2016, and was the Chairperson of Liquidia Technologies’ Audit Committee since its formation in August 2016 until consummation of the Merger Transaction (as defined below) in November 2020 and a member of Liquidia Technologies’ Compensation Committee from May 2019 until November 2020. Mr. Kirsch has served as a director on the board of a private company, Anavasi Diagnostics, since August 2022. Mr. Kirsch previously served as a director of POZEN Inc. (Nasdaq: POZN) from May 2004 until February 2016, as a director of Aralez Pharmaceuticals, Inc. (Nasdaq: ARLZ) from February 2016 until May 2019, as a director of Kadmon Corporation (NYSE: KDMN) from May 2019 to November 2021 and as a director of Immunomedics, Inc. (Nasdaq: IMMU) from August 2015 until October 2016. Mr. Kirsch is currently a consultant. From June 2005 until June 2019, Mr. Kirsch served as a managing director and senior advisor for GCA Global, LLC, a global investment banking firm. From May 1994 to May 2004, he served as executive vice president, head of research at Vector Securities, LLC, a brokerage firm. From February 1990 to May 1993, Mr. Kirsch served as president of Natwest Securities Limited, a brokerage firm. From June 1979 to February 1990, Mr. Kirsch worked at Drexel Burnham Lambert, Inc., an investment banking firm, where he held the position of executive vice president, head of equity division. Mr. Kirsch graduated from the University of Rhode Island with a Bachelor of Science and also holds a Master of Business Administration from Baruch College. We believe Mr. Kirsch is qualified to serve on our Board due to his business and financial expertise and his experience serving on the boards of directors of several public pharmaceutical and life sciences companies.
Paul B. Manning	68	Mr. Manning has been a member of our Board since December 2020. Since 2010, Mr. Manning has served as the Chairman and Chief Executive Officer of PBM Capital Group, a private equity investment firm in the business of investing in healthcare and life-science related companies, which he founded. In addition, Mr. Manning serves as an executive officer of a number of privately held companies. Prior to 2010, Mr. Manning founded PBM Products in 1997, a producer of infant formula and baby food, which was sold to Perrigo Corporation in 2010. Mr. Manning has served as a director of Verrica Pharmaceuticals, Inc. (Nasdaq: VRCA) since December 2015, and as a director of Candel Therapeutics, Inc. (Nasdaq: CADL) since November 2018. Within the past five years, Mr. Manning previously served on the board of directors of Taysha Gene Therapies, Inc. (Nasdaq: TSHA), Dova Pharmaceuticals, Inc. and AveXis, Inc. Mr. Manning also served as a director of RareGen from August 2018 until November 2020 and also serves as a director of other private companies. Mr. Manning received a B.S. in microbiology from the University of Massachusetts. We believe Mr. Manning is qualified to serve on our Board based upon his over 30 years of managerial and operational experience in the healthcare industry and as an investor in healthcare related companies.

Name			Age			Principal Occupation and Business Experience
Dr. Stephen Bloch			62			Dr. Bloch has been the Chairperson and member of our Board, and a member of our Audit Committee, since Liquidia Corporation’s formation in June 2020 and has served as a member and Chairperson of our Nominating and Corporate Governance Committee since April 2021. Dr. Bloch served as Chairperson of our Compensation Committee from June 2020 through November 2020 and is currently a member of the Compensation Committee. Previously, Dr. Bloch served as a member of our Litigation Committee from August 2020 to January 2022 and as a member of our Research and Development Committee from April 2021 to January 2022. Dr. Bloch has been a member of the board of directors of Liquidia Technologies since July 2009. Dr. Bloch is currently a director of a number of private life sciences companies and served as a director of Marinus Pharmaceuticals, Inc. (Nasdaq: MRNS) from September 2005 until April 2016. Dr. Bloch has served as Chief Executive Officer of EvolveImmune Therapeutics since January 2020 and as Chief Executive Officer of Allyx Therapeutics, Inc. since July 2020. Dr. Bloch has also been a general partner at Canaan Partners, a global venture capital firm, since November 2007. From August 2003 to November 2007, Dr. Bloch was a principal at Canaan Partners. From January 1995 to June 2002, Dr. Bloch was the founder and chief executive officer of Radiology Management Sciences, LLC, a specialty medical management company. Dr. Bloch graduated from Dartmouth College with a Bachelor of Arts. Dr. Bloch also holds a Doctor of Medicine from the University of Rochester and a Master of Arts in the History of Science and Public Policy from Harvard University. We believe Dr. Bloch is qualified to serve on our Board due to his financial expertise, experience as a venture capitalist and his experience of serving on the board of directors for several public and private pharmaceutical and life sciences companies.

Name	Age	Principal Occupation and Business Experience
Dr. Joanna Horobin	69	Dr. Horobin has been a member of our Board of Directors since Liquidia Corporation’s formation in June 2020. Dr. Horobin has been Chairperson of our Compensation Committee since December 2020, and has served as a member of our Compensation Committee since June 2020. Dr. Horobin also served as a member of our Research and Development Committee from June 2020 to January 2022 and as a member of our Litigation Committee from August 2020 to January 2022. Dr. Horobin has been a member of the board of directors of Liquidia Technologies since October 2019. Dr. Horobin served as the Senior Vice President and Chief Medical Officer of Idera Pharmaceuticals, Inc., a clinical stage biopharmaceutical company focused on the clinical development, and ultimately the commercialization, of drug candidates for both oncology and rare disease indications (“Idera”) (Nasdaq: IDRA), from November 2015 until July 2019. Prior to joining Idera, Dr. Horobin served as the Chief Medical Officer of Verastem, Inc. (“Verastem”) (Nasdaq: VSTM), a biopharmaceutical company focused on developing and commercializing medicines to improve the survival and quality of life of cancer patients, from September 2012 to July 2015. Prior to joining Verastem, she served as President of Syndax Pharmaceuticals, Inc. (“Syndax”) (Nasdaq: SNDX), a clinical stage biopharmaceutical company developing an innovative pipeline of cancer therapies, from September 2006 to September 2012 and as Chief Executive Officer from September 2006 until April 2012. Prior to that, Dr. Horobin held several roles of increasing responsibility at global pharmaceutical corporations such as Rhône Poulenc Rorer (now Sanofi) and Chugai Rhône Poulenc. Dr. Horobin received her medical degree from the University of Manchester, England. Dr. Horobin currently serves on the board of Kymera Therapeutics, Inc. (Nasdaq: KYMR) and certain other private and non-U.S. public companies. We believe Dr. Horobin is qualified to serve on our Board due to her extensive industry experience and knowledge in drug development and commercialization.
Roger A. Jeffs, Ph.D.	62	Dr. Jeffs, has been our Chief Executive Officer since January 2022. Dr. Jeffs served as a director of RareGen from August 2018 until November 2020. As a condition to closing the Merger Transaction (as defined below), in November 2020, Dr. Jeffs was appointed as a member of our Board. Dr. Jeffs also served on our Compensation Committee from November 2020 to December 2021 and on our Research and Development Committee and our Litigation Committee from April 2021 to January 2022. Dr. Jeffs is currently the Co-Founder and Vice Chairman of Kriya Therapeutics, a gene therapy company, where he has served since October 2019. Dr. Jeffs was previously at United Therapeutics Corporation, a biotechnology company, where he worked for 18 years until 2016. Dr. Jeffs joined United Therapeutics Corporation during its inception phase in 1998 as Director of Research, Development, and Medical and served as its President and Chief Operating Officer from 2001 to 2014, and President and co-CEO from 2015-2016, and was a member of the board of directors from 2001 through 2016. While at United Therapeutics, Dr. Jeffs helped lead the initial public offering, oversaw the clinical development and regulatory approval of six products for rare diseases, and managed the commercial effort that led to a consistent >20% CAGR and $1.5 billion revenue run rate. United Therapeutics was consistently recognized as one of the fastest growing companies and best

Name			Age			Principal Occupation and Business Experience
						places to work during his tenure. Dr. Jeffs previously held positions at Amgen, Inc., a biopharmaceutical company, and Burroughs Wellcome Co., a pharmaceutical company, where he held roles in clinical development. Dr. Jeffs currently serves on the board of directors of Axsome Therapeutics, Inc. (Nasdaq: AXSM) and previously served, within the last five years, on the board of directors of Albireo Pharma, Inc. (Nasdaq: ALBO), Axovant Gene Therapies (Nasdaq: AXGT), Dova Pharmaceuticals, Sangamo Therapeutics (Nasdaq: SGMO) and United Therapeutics (Nasdaq: UTHR). Dr. Jeffs holds an undergraduate degree in chemistry from Duke University and a Ph.D. in pharmacology from the University of North Carolina School of Medicine. We believe Dr. Jeffs’ scientific background and business experience, coupled with his experience as a chief executive officer of a publicly-traded biotechnology company, provide him with the qualifications and skills to serve on our Board.

Name			Age			Principal Occupation and Business Experience
Katie Rielly- Gauvin			61			Ms. Rielly-Gauvin has been a member of our Board and a member of our Nominating and Corporate Governance Committee since Liquidia Corporation’s formation in June 2020. Ms. Rielly-Gauvin has also served on our Compensation Committee since January 2022. Previously, Ms. Rielly-Gauvin served as Chairperson of our Research and Development Committee from June 2020 to January 2022 and as a member of our Litigation Committee from August 2020 to January 2022. Ms. Rielly-Gauvin has been a member of the board of directors of Liquidia Technologies since October 2019 and served as a member of the Liquidia Technologies Nominating and Corporate Governance Committee and Research and Development Committee from October 2019 until consummation of the Merger Transaction (as defined below) in November 2020. Ms. Rielly-Gauvin served as the Vice President of Global Commercial Development of AbbVie Inc. (NYSE: ABBV) (“AbbVie”), a pharmaceutical research and development company from January 2013 until August 2023. During her tenure, she oversaw and led the strategic direction and expansion of the Immunology, Oncology, Neuroscience and Specialty Therapeutics areas, as well as the commercial strategy and development for the pipeline. Prior to joining AbbVie, Ms. Rielly-Gauvin worked in the Johnson & Johnson family of companies across a variety of roles in commercial, medical affairs and research capacities, including Vice President and General Manager for the Janssen Commercial CNS organization. Ms. Rielly-Gauvin holds a Bachelor of Science degree in Chemistry from Simmons University and an MBA in Economics from Rutgers University. We believe Ms. Rielly-Gauvin is qualified to serve on our Board due to her extensive industry experience and knowledge in drug development and commercialization.

Name	Age	Principal Occupation and Business Experience
Ramandeep Singh	53	Mr. Singh has been a member of our Board, our Audit Committee and our Nominating and Corporate Governance Committee since Liquidia Corporation’s formation in June 2020. Mr. Singh has been a member of the board of directors of Liquidia Technologies since February 2018. Since December 2020, Mr. Singh has served as the Chief Executive Officer of Juniper Biologics which specializes in Oncology & Oncology Supportive Care, Gene Therapy & Rare Diseases. Previously, from 2011 to December 2020, Mr. Singh served as the chief executive officer of Mundipharma Pte Limited, which is part of a network of independent associated companies active in the fields of analgesia, oncology, ophthalmology, respiratory, specialty care and consumer health. Mr. Singh graduated with a Bachelors in Mechanical Engineering. He also holds Masters in International Management from Thunderbird School of Global Management and in Business Administration from Assumption University. We believe Mr. Singh is qualified to serve on our Board due to his vast industry experience and knowledge as well as his business experience.
David Johnson	41	As a condition to, and concurrent with, closing our private placement of common stock in April 2021, pursuant to that certain Common Stock Purchase Agreement, dated as of April 12, 2021, by and among Liquidia, a fund and account managed by Caligan Partners LP (“Caligan”) and certain other accredited investors, and that certain Standstill Agreement, dated as of April 13, 2021, by and between Liquidia and Caligan (the “Standstill Agreement”), Mr. Johnson was appointed as a member of our Board and Audit Committee. Previously, from April 2021 to January 2022, Mr. Johnson served as a member of our Research and Development Committee. Mr. Johnson is a Partner and co-Founder of Caligan, an SEC- registered investment manager. Previously, Mr. Johnson was a Managing Director at The Carlyle Group, where he was employed from 2010 to 2017. Prior to joining Carlyle, Mr. Johnson worked for six years at Morgan Stanley, where he was a Vice President in the Principal Investments area. Mr. Johnson currently serves as a non-executive director and member of the Audit Committee and R&D Committee for Exelixis, Inc. (Nasdaq: EXEL). Mr. Johnson was previously a director of AMAG Pharmaceuticals from October 2019 through November 2020. Mr. Johnson has served on the Executive Committee for the Harvard College Fund and is a member of the board of directors of the Children’s Scholarship Fund. Mr. Johnson received his A.B. in Applied Mathematics, cum laude, from Harvard College in 2004 and a S.M. in Applied Mathematics from Harvard College in 2004. We believe that Mr. Johnson’s qualifications to sit on the Board include his extensive experience as an investor and his insights into financial strategy, and organizational and business development.

Board Diversity Matrix (as of the Record Date)
Total Number of Directors:	9
	Female		Male		Non-Binary		Did not Disclose Gender
Part 1: Gender Identity
Directors		2		6		—		1
Part 2: Demographic Background
African American or Black		—		—		—		—
Alaskan Native of Native American		—		—		—		—
Asian		—		1		—		—
Hispanic		—		—		—		—
Native Hawaiian of Pacific Islander		—		—		—		—
White		2		4		—		—
Two or More Races of Ethnicities		—		1		—		—
LGBTQ+						—
Did not Disclose Demographic Background	1

	2023			2022
Audit Fees(1)		$	685,000		$	564,708
Audit-Related Fees(2)			—			—
Tax Fees(3)			—			—
All Other Fees(4)			5,400			—
TOTAL		$	690,400		$	564,708

Name	Fees Earned or Paid in Cash ($)(1)		Option Awards ($)(2)		Total ($)
Dr. Stephen Bloch		80,000		131,910		211,910
Damian deGoa(3)		35,000		131,910		166,910
Dr. Joanna Horobin		45,000		131,910		176,910
David Johnson		42,500		131,910		174,410
Arthur Kirsch		55,000		131,910		186,910
Paul B. Manning		38,752		131,910		170,662
Katherine Rielly-Gauvin		43,752		131,910		175,662
Raman Singh		46,252		131,910		178,162

	Member Annual Fee ($)		Chairperson Additional Annual Fee ($)
Board of Directors		50,000		35,000
Audit Committee		10,000		10,000
Compensation Committee		7,500		7,5000
Nominating and Corporate Governance Committee		5,000		5,000

Name	Option Awards
Dr. Stephen Bloch		169,673
Damian deGoa		1,437,362
Dr. Joanna Horobin		130,872
David Johnson		106,132
Arthur Kirsch		155,876
Paul B. Manning		111,385
Katherine Rielly-Gauvin		130,182
Raman Singh		140,010

Name	Age		Position
Executive Officers
Roger A. Jeffs, Ph.D		62	Chief Executive Officer and Director
Michael Kaseta		48	Chief Financial Officer and Chief Operating Officer
Jason Adair		52	Chief Business Officer
Rajeev Saggar, M.D		50	Chief Medical Officer
Scott Moomaw		54	Chief Commercial Officer
Russell Schundler		49	General Counsel and Secretary

Name and principal position	Year		Salary ($)		Bonus ($)		Stock Awards ($)(1)		Option Awards ($)(2)		Non-equity incentive plan compensation ($)		All other compensation ($)(3)		Total ($)
Roger Jeffs, Ph.D.		2023		689,000		—		1,786,215		1,780,203		620,100(8)		13,980		4,889,498
Chief Executive Officer(4)		2022		325,000		65,000(6)		325,002		9,904,904		130,000(6)		12,226		10,762,132
Michael Kaseta		2023		501,000		—		769,195		766,604		375,825(8)		13,980		2,426,704
Chief Financial Officer and Chief Operating Officer		2022		472,736		66,183(7)		234,375		944,648		75,638(7)		13,293		1,806,873
Russell Schundler		2023		477,000		—		642,710		640,545		286,200(8)		15,286		2,061,741
General Counsel and Secretary		2022		394,740		63,000(7)		234,375		944,648		72,000(7)		12,180		1,720,943

	Option Awards								Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($/share)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)(1)
Roger Jeffs, Ph.D.		30,000(2)		—		3.38		11/18/2030
		30,353(3)		—		2.51		3/24/2031
		15,556(4)		4,444		2.59		8/20/2031
		806,354(5)		876,473		5.14		1/3/2032
		446,331(5)		485,144		4.86		6/17/2032
		85,056(12)		286,098		6.17		1/11/2033
										289,500(14)		3,482,685
Michael Kaseta		177,292(7)		52,708		2.79		11/30/2030
		13,490(8)		5,010		2.97		1/19/2031
		8,024(6)		1,976		2.54		7/21/2031
		35,938(9)		39,062		6.25		1/16/2032
		53,125(10)		96,875		5.12		7/28/2032
		36,627(12)		123,202		6.17		1/11/2033
										145,761(13)(14)		1,753,505
Russell Schundler		137,500(11)		62,500		2.42		3/29/2031
		8,024(6)		1,976		2.54		7/21/2031
		35,938(9)		39,062		6.25		1/16/2032
		53,125(10)		96,875		5.12		7/28/2032
		30,605(12)		102,942		6.17		1/11/2033
										125,261(13)(14)		1,506,890

Year	(1) Summary Compensation table total for PEO			(1)(2) Compensation actually paid to PEO			(1) Average summary Compensation table total for non-PEO NEOs			(1)(2) Average Compensation actually paid to non-PEO NEOs			(3) Value of initial fixed $100 investment based on Total share- holder return			Net Loss (in thousands)
2023		$	4,889,498		$	15,455,856		$	2,244,223		$	4,823,625		$	247.02		$	(78,502)
2022		$	10,762,132		$	13,888,510		$	1,763,908		$	2,177,710		$	130.80		$	(41,015)

Year	PEO	Non-PEO NEOs
2023	Roger Jeffs, Ph.D.	Michael Kaseta, Russell Schundler
2022	Roger Jeffs, Ph.D.	Michael Kaseta, Russell Schundler

Year	Reported Summary Compensation Table Total for Dr. Jeffs			(a) Reported Value of Equity Awards for Dr. Jeffs			(b) Aggregate Equity Award Adjustments for Dr. Jeffs			Compensation Actually Paid to Dr. Jeffs
2023		$	4,889,498		$	(3,566,418)		$	14,132,776		$	15,455,856
2022		$	10,762,132		$	(10,229,906)		$	13,356,284		$	13,888,510

Year	Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Dr. Jeffs			Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Dr. Jeffs			Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Dr. Jeffs			Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Dr. Jeffs			Fair Value at Last Day of Prior Year of Equity Awards Failed to Meet Vesting Conditions During Year for Dr. Jeffs			Dollar Value of any Dividends or Other Earnings Paid on Stock or Option Awards During Year Prior to the Vesting Date that are not otherwise included in the Total Compensation During Year for Dr. Jeffs			Aggregate Equity Awards Adjustment
2023		$	6,386,728		$	6,979,791		$	453,079		$	313,178		$	—		$	—		$	14,132,776
2022		$	13,048,231		$	28,235		$	267,150		$	12,668		$	—		$	—		$	13,356,284

Year	Average Reported Summary Compensation Table Total for non-PEO NEOs			Average Reported Value of Equity Awards for non-PEO NEOs			Average Aggregate Equity Award Adjustments for non-PEO NEOs			Average Compensation Actually Paid to non-PEO NEOs
2023		$	2,244,223		$	(1,409,527)		$	3,988,929		$	4,823,625
2022		$	1,763,908		$	(1,179,023)		$	1,592,825		$	2,177,710

Year	Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for non-PEO NEOs			Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for non-PEO NEOs			Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for non-PEO NEOs			Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for non-PEO NEOs			Fair Value at Last Day of Prior Year of Equity Awards Failed to Meet Vesting Conditions During Year for non-PEO NEOs			Dollar Value of any Dividends or Other Earnings Paid on Stock or Option Awards During Year Prior to the Vesting Date that are not otherwise included in the Total Compensation During Year for non-PEO NEOs			Average Aggregate Equity Awards Adjustment
2023		$	2,524,176		$	1,144,675		$	179,067		$	141,011		$	—		$	—		$	3,988,929
2022		$	1,204,019		$	168,428		$	133,879		$	86,499		$	—		$	—		$	1,592,825

				By Order of the Board of Directors,
				/s/ Roger A. Jeffs, Ph.D. Roger A. Jeffs, Ph.D. Chief Executive Officer, Director

				LIQUIDIA CORPORATION
				By: Name: Roger A. Jeffs, Ph.D. Title: Chief Executive Officer