Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.     )
Filed by the Registrant
Filed by a Party other than the Registrant    
Check the appropriate box:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material under § 240.14a-12
SPECTRUM PHARMACEUTICALS, INC.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
No fee required
Fee paid previously with preliminary materials
 Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11





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TO OUR STOCKHOLDERS,

It is a privilege to address you for the first time as the President and CEO of Spectrum. It is my goal to deliver value to you, our stockholders. To accomplish this, we must not lose focus on our primary purpose to make a meaningful difference in the lives of cancer patients. At Spectrum, this passion is unwavering, and it is what ultimately fuels our focus, drives our culture, and is the foundation by which we will operate moving forward.

Our company is at a pivotal point in our history and I want to share the strategic actions we are taking to ensure we unlock stockholder value. Our strategy is consistent with our DNA – a resilient, entrepreneurial, and competitive organization. We believe we are well positioned to deliver two FDA approvals later this year for our late-stage assets, poziotinib and eflapegrastim.

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

Our second late-stage asset is eflapegrastim, a novel, long-acting granulocyte colony-stimulating factor (G-CSF) used to decrease the incidence of infection seen as a result of neutropenia induced by chemotherapy. Recently, we announced that the resubmitted BLA for eflapegrastim has been accepted for review by the FDA with a PDUFA date of September 9, 2022. This represents an essential step toward ultimate approval by the FDA. We are actively working with our partner Hanmi and the FDA to support an efficient review process.

The approval of the late-stage assets will elevate the strategic optionality of the company and further our vision of becoming a daring biopharmaceutical company that pursues unique opportunities to advance cancer care. In order to position the company for long-term success, we have streamlined our operations, reduced the operating cash burn, elevated our corporate partnerships, and sharpened our focus on the execution of our core business objectives.

I would like to thank our stockholders, employees, and corporate partners, as well as the patients and health care professionals who make our clinical trials possible. We could not do this without all of you.

Sincerely,

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Thomas J. Riga
President and Chief Executive Officer
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held Tuesday, June 21, 2022
To our Stockholders,
Notice is hereby given that the 2022 Annual Meeting of Stockholders of Spectrum Pharmaceuticals, Inc. (which we refer to as the “Annual Meeting” in the Proxy Statement) will be held at our Research and Development East office located at 2 Atlantic Avenue, 6th Floor, Boston, Massachusetts 02110 on Tuesday, June 21, 2022 at 10:00 a.m. Eastern Time. The Annual Meeting will be held for the following purposes:
1.Election of Directors. To elect the six director nominees named in the Proxy Statement to serve until our Annual Meeting to be held in 2023, or until their successors are duly elected
and qualified.
2.Advisory Vote on the Compensation of Our Named Executive Officers. To approve, on a non-binding advisory basis, the compensation of our named executive officers, as disclosed in the Compensation Discussion and Analysis section of the Proxy Statement.
3.Amended and Restated 2018 Long-Term Incentive Plan. To approve the adoption of a proposed amended and restated Spectrum Pharmaceuticals, Inc. 2018 Long-Term Incentive Plan.
4.Ratification of Selection of Independent Registered Public Accounting Firm. To ratify the selection of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.
5.Other Business. To consider and act upon such other business as may properly come before the Annual Meeting or any postponements or adjournments thereof.
The Board of Directors recommends that you vote “FOR” each of the director nominees named in Proposal 1 and “FOR” Proposals 2, 3 and 4.
The Board of Directors has fixed the close of business on April 25, 2022 as the record date for determining the holders of our common stock entitled to notice of and to vote at the Annual Meeting and any postponements or adjournments thereof. Only stockholders of record at the close of business on the record date are entitled to such notice and to vote, in person or by proxy, at the Annual Meeting.
We may announce alternative arrangements for the Annual Meeting, which may include switching to a hybrid in-person/virtual format, a virtual-only meeting format or changing the time, date or location of the Annual Meeting. If we take this step, we will announce any changes through a press release that will also be filed with the SEC as additional proxy materials and we will post details at http://investor.sppirx.com/shareholder-services/annual-meeting.
This year we will again take advantage of the rules of the SEC that allow us to furnish our proxy materials over the Internet. As a result, we are sending a Notice of Internet Availability of Proxy Materials to most of our stockholders rather than a full paper set of the proxy materials. The Notice of Internet Availability of Proxy Materials contains instructions on how to access our proxy materials on the Internet, as well as instructions on how stockholders may obtain a paper copy of our proxy materials. This process helps the environment and substantially reduces the costs associated with printing and distributing our proxy materials. To make it easier for
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you to vote, Internet and telephone voting are available. The instructions on the Notice of Internet Availability of Proxy Materials or, if you received a paper copy of the proxy materials, the proxy card, describe how to use these convenient services. As always, we encourage you to vote your shares prior to the Annual Meeting.

Sincerely,
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Thomas J. Riga
President and Chief Executive Officer
Approximate Date of Mailing of Notice of Internet
Availability of Proxy Materials: May 2, 2022


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

2022 PROXY STATEMENT
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TABLE OF CONTENTS
 
Page   
Proposal 3 - Amended and Restated Spectrum Pharmaceuticals, Inc. 2018 Long-Term Incentive Plan
Environmental, Social and Governance (“ESG”) Matters
CEO and Executive Succession Planning
Named Executive Officers
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Page   
Appendix A


2022 PROXY STATEMENT
Spectrum Pharmaceuticals




Cautionary Note Concerning Forward-Looking Statements
This Proxy Statement contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements containing forward-looking words, such as, “believes,” “may,” “could,” “will,” “expects,” “intends,” “estimates,” “anticipates,” “plans,” “seeks,” “continues,” or the negative thereof or variation thereon or similar terminology (although not all forward-looking statements contain these words). Such forward-looking statements are based on the reasonable beliefs of our management as well as assumptions made by and information currently available to our management. Readers should not put undue reliance on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from the results, performance or achievements expressed or implied thereby. For a detailed discussion of these risks and uncertainties see the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed on March 18, 2022 with the SEC. Except as required by law, we do not undertake to update any such forward-looking statements.  
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PROXY STATEMENT
The enclosed Proxy Statement is solicited on behalf of the Board of Directors (the “Board”) of Spectrum Pharmaceuticals, Inc. (“Spectrum,” the “Company,” “we,” “us,” or “our”), for use at the 2022 Annual Meeting of Stockholders to be held on June 21, 2022 at 10:00 a.m. Eastern Time (the “Annual Meeting”), or at any postponements or adjournments thereof. The Annual Meeting is being held for the purposes described in this Proxy Statement and in the accompanying Notice of Annual Meeting of Stockholders.
QUESTIONS AND ANSWERS ABOUT THE
ANNUAL MEETING AND VOTING
The following questions and answers are intended to briefly address potential questions that our stockholders may have regarding this Proxy Statement and the Annual Meeting. They are also intended to provide our stockholders with certain information that is required to be provided under the rules and regulations of the SEC. These questions and answers may not address all of the questions that are important to you as a stockholder. If you have additional questions about the Proxy Statement or the Annual Meeting, please see Whom should I contact with other questions? below.
1.What is the purpose of the Annual Meeting?
At the Annual Meeting, our stockholders will be asked to consider and vote upon the matters described in this Proxy Statement and in the accompanying Notice of Annual Meeting, and any other matters that properly come before the Annual Meeting.
2.When and where will the Annual Meeting be held?
 
You are invited to attend the Annual Meeting on Tuesday, June 21, 2022 at 10:00 a.m. Eastern Time. The Annual Meeting is expected to be held at our Research and Development East office located at 2 Atlantic Avenue, 6th Floor, Boston, Massachusetts 02110.
We may announce alternative arrangements for the Annual Meeting, which may include switching to a hybrid in-person/virtual format, a virtual-only meeting format or changing the time, date or location of the Annual Meeting. If we take this step, we will announce any changes through a press release that will also be filed with the SEC as additional proxy materials and we
will post details at http://investor.sppirx.com/shareholder-services/annual-meeting.
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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING
3.Why am I receiving these proxy materials?
 
We are providing these proxy materials in connection with the solicitation by the Board of proxies to be voted at the Annual Meeting, and at any adjournment or postponement thereof. This Proxy Statement contains important information for you to consider when deciding how to vote on the matters brought before the Annual Meeting. You are invited to attend the Annual Meeting in person to vote on the proposals described
in this Proxy Statement. However, you do not need to attend the Annual Meeting to vote your shares. Instead, you may vote your shares using one of the other voting methods described in this Proxy Statement. Whether or not you expect to attend the Annual Meeting, please vote your shares as soon as possible in order to ensure your representation at the Annual Meeting and to minimize our proxy solicitation costs.
4.Why did I receive a notice in the mail regarding the Internet availability of proxy materials?
Instead of mailing printed copies to each of our stockholders, we have elected to provide access to our proxy materials over the Internet under the SEC’s “notice and access” rules. These rules allow us to make our stockholders aware of the Annual Meeting and the availability of our proxy materials by sending a Notice of Internet Availability of Proxy Materials (a “Notice”), which provides instructions for how to access the full set of proxy materials through the Internet or make a request to have printed proxy materials
delivered by mail. Accordingly, on or about May 2, 2022, we will mail a Notice to each of our stockholders who held shares as of April 25, 2022, which is the Record Date for the Annual Meeting. The Notice contains instructions on how to access our proxy materials, including our Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “Annual Report”). The Notice also provides instructions on how to vote your shares.
5.What is the purpose of complying with the SEC’s “notice and access” rules?
We believe compliance with the SEC’s “notice and access” rules will allow us to provide our stockholders with the materials they need to make informed decisions about the matters to be voted upon at the Annual Meeting, while lowering the costs of printing and delivering those materials and reducing the
environmental impact of our Annual Meeting. However, if you would prefer to receive printed proxy materials, please follow the instructions included in the Notice. If you have previously elected to receive our proxy materials electronically, you will continue to receive these materials via e-mail unless you elect otherwise.
6.What am I being asked to vote upon at the Annual Meeting?
 
At the Annual Meeting, you will be asked to:
(1)Elect the six director nominees named in this Proxy Statement to serve until our Annual Meeting to be held in 2023, or until their successors are duly elected and qualified;
(2)Approve, on a non-binding advisory basis, the compensation of our named executive officers, as disclosed in the Compensation Discussion and Analysis section of this Proxy Statement;  
(3)Approve the adoption of a proposed amendment and restatement of the Spectrum Pharmaceuticals, Inc. 2018 Long-Term Incentive Plan;
(4)Ratify the selection of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022; and
(5)To consider and act upon such other business as may properly come before the Annual Meeting or any postponements or adjournments thereof.
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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING


7.What are the voting options for each Proposal?
In the election of directors (Proposal 1), you may vote “FOR” any one or more of the nominees, you may vote “AGAINST” any one or more of the nominees or you may “ABSTAIN” from voting with respect to the election of any one or more of the nominees. On the approval, on a non-binding advisory basis, of the compensation of our named executive officers as disclosed in the Compensation Discussion and Analysis section of this
Proxy Statement (Proposal 2), on the approval of the amendment and restatement of the Spectrum Pharmaceuticals, Inc. 2018 Long-Term Incentive Plan (Proposal 3), and on the ratification of the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022 (Proposal 4), you may vote “FOR,” “AGAINST” or “ABSTAIN.”
8.How does the Board recommend that I vote?
Our Board recommends that you vote your shares:  
Proposal
Board RecommendationPage Reference
Proposal 1: Election of Directors
® the election of each of the six director nominees named in this Proxy Statement to serve until our Annual Meeting of Stockholders to be held in 2023, or until their successors are duly elected and qualified (Proposal 1)
 
FOR each of the nominees
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Proposal 2: Advisory Vote to Approve the Compensation of our Named Executive Officers
® the approval, on a non-binding advisory basis, of the compensation of our named executive officers, as disclosed in the Compensation Discussion and Analysis section of this Proxy Statement (Proposal 2)
 
FOR
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Proposal 3: Approval of the Amendment and Restatement of the Spectrum Pharmaceuticals, Inc. 2018 Long-Term Incentive Plan
® the approval of the amendment and restatement of the Spectrum Pharmaceuticals, Inc. 2018 Long-Term Incentive Plan (Proposal 3)
 
FOR
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Proposal 4: Ratification of the Appointment of RSM US LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2022
® the ratification of the appointment of RSM US LLP as our independent registered public accounting firm for fiscal year ending December 31, 2022 (Proposal 4)
 
FOR
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Unless you give other instructions on your proxy card, the persons named as proxy holders on the proxy card, who are persons designated by the Board and are members of our management team, will vote in accordance with the recommendations of the Board. Management does not know of any matters which will
be brought before the Annual Meeting other than those specifically set forth in this Proxy Statement. However, if any other business properly comes before the Annual Meeting, the proxy holders or their substitutes will vote as recommended by our Board or, if no recommendation is given, in their own discretion.
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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING
9.Who can vote at the Annual Meeting?
If you were a holder of our common stock as a “stockholder of record,” or if you were the “beneficial owner” of our common stock held in “street name,” as of the close of business on the Record Date, you may vote your shares at the Annual Meeting, and at any postponements or adjournments of the Annual Meeting. As of the Record Date, there were 179,257,485 shares of our common stock outstanding.
Each stockholder has one vote for each share of common stock held as of the Record Date. A list of our stockholders will be available for examination by any stockholder at the Annual Meeting and at our Research and Development East office located at 2 Atlantic Avenue, 6th Floor, Boston, Massachusetts 02110, for a period of ten days prior to the Annual Meeting.
10.What does it mean to be a “stockholder of record”?
If, on the Record Date, your shares were registered directly in your name with our transfer agent, Computershare, then you are a “stockholder of record.” As a “stockholder of record,” you may vote in person at
the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares using one of the voting methods described in this Proxy Statement and the Notice.
11.What does it mean to be a “beneficial owner” of shares held in “street name”?
 
If, on the Record Date, your shares were held in an account at a broker, bank, or other financial institution (we refer to each of those organizations collectively as a “broker”), then you are the “beneficial owner” of shares held in “street name” and these proxy materials are being made available to you by that broker. The broker holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. You have the right to direct your broker on how to vote the shares in your account. As a beneficial owner, you are also invited to attend the Annual Meeting, but since you are not a stockholder of record, you may not vote your shares in person at the Annual Meeting unless you request and obtain a valid
“legal proxy” from your broker, which is a written document that will give you the legal right to vote the shares at the Annual Meeting. You must also satisfy the Annual Meeting admission criteria set out below. Under the rules that govern brokers, your broker is not permitted to vote on your behalf on any matter to be considered at the Annual Meeting (other than the ratification of the appointment of RSM US LLP as our independent registered public accounting firm for 2022) unless you provide specific instructions to the broker as to how to vote. As a result, we encourage you to communicate your voting decisions to your broker before the date of the Annual Meeting to ensure that your vote will be counted.
12.How many shares must be present or represented to conduct business at the Annual Meeting?
The presence at the Annual Meeting of the holders of a majority of the outstanding shares of common stock, as of the Record Date, in person or by proxy and entitled to vote, will constitute a quorum, permitting us to conduct our business at the Annual Meeting. “Abstentions” and “broker non-votes” will each be counted as present at the Annual Meeting for purposes of determining the existence of a quorum at the Annual Meeting. “Broker non-votes” will result for shares that are not voted by the broker who is the record holder of the shares because the broker is not instructed to vote on such matter by the beneficial owner of the shares and the broker does not have discretionary authority to
vote on such matter. For further discussion on broker non-votes, please refer to “What are the voting requirements to approve the proposals?” below. If a quorum is not present, the Annual Meeting will be adjourned until a quorum is obtained.
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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

13.How can I vote my shares of Spectrum stock?
Stockholders of record can vote by proxy or by attending the Annual Meeting and voting in person. The persons named as proxies on the proxy card were designated by the Board and are members of our management. If you vote by proxy, you can vote over the Internet, by telephone, or by mail as described below. If you are the “beneficial owner” of shares held in “street name,” please refer to the information forwarded by your broker to see which voting options are available to you and to see what steps you must follow if you choose to attend the Annual Meeting to vote your shares.
®    Vote by Internet: You can vote by proxy over the Internet by following the instructions provided in the Notice or the voting instruction card provided to you by your broker, if applicable. Internet voting is available 24 hours a day and will be accessible until 11:59 p.m. Eastern Time on June 20, 2022. Our Internet voting procedures are designed to authenticate stockholders by using individual control numbers, which are located on the Notice.
®    Vote by Telephone: You can vote by telephone pursuant to the instructions provided on the proxy card or by following the voting instruction card provided to you by your broker, if applicable. Telephone voting is available 24 hours a day and will be accessible until 11:59 p.m. Eastern Time on June 20, 2022.
®    Vote by Mail: If you requested to receive printed proxy materials, you can vote by mail pursuant to the instructions provided on the proxy card or by following the voting instruction card provided to you by your broker, if applicable. In order to be effective, completed proxy cards must be received by 11:59 p.m. Eastern Time on June 20, 2022. If you choose to vote by mail, simply mark your proxy card, date and sign it, and return it in the postage-prepaid envelope. If you do not have the postage-
prepaid envelope, please mail your completed proxy card to the following address: Spectrum Pharmaceuticals, Inc., Proxy Services, c/o Computershare Investor Services, Post Office Box 505008, Louisville, KY 40233-9814.
®    Vote in Person at the Annual Meeting:* If you satisfy the admission requirements to the Annual Meeting, as described in this Proxy Statement, you may vote your shares in person at the Annual Meeting. Even if you plan to attend the Annual Meeting, we encourage you to vote in advance by Internet, telephone or mail so that your vote will be counted in the event you later decide not to attend the Annual Meeting. The method you use to vote will not limit your right to vote at the Annual Meeting if you decide to attend in person. If you are the “beneficial owner” of shares held in “street name,” you must obtain a legal proxy, executed in your favor by your broker, to be able to vote at the Annual Meeting. If you sign and return your proxy card but do not give voting instructions, the shares represented by that proxy will be voted as recommended by the Board.
    * Please also see the notice under question 2: “When and where will the Annual Meeting be held?”
YOUR VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE URGED TO VOTE AS SOON AS POSSIBLE BY INTERNET, TELEPHONE OR MAIL SO THAT YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES. SUBMITTING A PROXY DOES NOT AFFECT YOUR RIGHT TO REVOKE IT LATER OR VOTE YOUR SHARES IN PERSON IN THE EVENT YOU SHOULD ATTEND THE ANNUAL MEETING. 
14.How may I attend the Annual Meeting?
 
You are entitled to attend the Annual Meeting only if you were a stockholder of record as of the Record Date, or if you are a “beneficial owner” of shares held in “street name” who holds a valid legal proxy, executed in your favor by your broker, for the Annual Meeting. Registration will begin at 9:00 a.m. Eastern Time on the date of the Annual Meeting and seating will begin immediately after. Since seating is limited, admission to the Annual Meeting will be on a first-come, first-served basis. If you attend, please note
that you should be prepared to present government-issued photo identification for admittance, such as a passport or driver’s license. If you are the “beneficial owner” of your shares, you will also need proof of ownership as of the Record Date, such as your most recent account statement prior to the Record Date, a copy of the voting instruction card provided by your broker, or similar evidence of ownership. If you do not have proof of ownership of our stock and a valid picture identification, you may be denied admission to the
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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING
Annual Meeting. Please note that for security reasons, you and your bags may be subject to search prior to your admittance to the Annual Meeting. If you do not comply with each of the foregoing requirements, you
may not be admitted to the Annual Meeting. Please also see the notice under question 2: “When and where will the Annual Meeting be held?”
15.Can I change my vote after I have submitted my vote?
 
Yes. You may change your vote at any time before your proxy is voted at the Annual Meeting. If you are a stockholder of record, you may change your vote by (i) providing written notice of revocation to our Corporate Secretary at our corporate headquarters located at 11500 South Eastern Avenue, Suite 220, Henderson, Nevada 89052, (ii) by executing a subsequent proxy using any of the voting methods discussed above, or (iii) by attending the Annual Meeting and voting in person. However, simply
attending the Annual Meeting will not, by itself, revoke your proxy. If you are a “beneficial owner” of shares held in “street name” and have previously instructed your broker to vote your shares, you must follow directions received from your broker to change those instructions. Subject to any such revocation, all shares represented by properly executed proxies will be voted in accordance with the specifications therein. 
16.What are the voting requirements to approve the proposals?
Assuming that a quorum is present at the Annual Meeting, the voting requirements to approve each of the proposals to be voted upon at the Annual Meeting are as follows:
®    Election of Directors (Proposal 1) — Directors will be elected by the affirmative vote of the majority of votes cast with respect to each director’s election at the Annual Meeting, in person or by proxy. This means that only the director nominees that receive more “FOR” votes than “AGAINST” votes will be elected. If a nominee who currently serves as one of our directors is not re-elected at the Annual Meeting, under current Delaware law, such director would continue to serve on the Board as a holdover director. The Board has adopted a formal policy under which each of our directors is expected to submit an advance, contingent, irrevocable resignation that the Board may accept if our stockholders do not re-elect such director. In that situation, our Nominating and Corporate Governance Committee (“Nominating Committee”) would submit promptly a recommendation to the Board as to whether or not to accept the resignation. A properly executed proxy marked “ABSTAIN” with respect to the election of one or more directors will not be voted with respect to the director or directors indicated and, as such, will not have an effect in determining the election results. Similarly, abstentions will have no effect on the outcome of this Proposal. The election of directors is a “non-discretionary” matter under applicable stock exchange rules, meaning that if you are the beneficial owner of your shares and do not instruct your broker how to vote with
respect to the election of directors, your broker is not permitted to vote on this Proposal and your votes will be counted as broker non-votes. Broker non-votes will have no effect in determining which directors are elected at the Annual Meeting.
®    Advisory Vote on the Compensation of Our Named Executive Officers (Proposal 2) — Approval of the non-binding advisory resolution regarding the compensation of our named executive officers, as disclosed in the Compensation Discussion and Analysis section of this Proxy Statement, will require the affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the matter. Abstentions will be counted toward the tabulation of votes present or represented on this Proposal and will have the same effect as votes against this Proposal. The advisory vote on compensation is a “non-discretionary” matter under applicable stock exchange rules, meaning that if you are the beneficial owner of your shares and do not instruct your broker how to vote with respect to the advisory vote on compensation, your broker is not permitted to vote on this Proposal and your votes will be counted as broker non-votes. Broker non-votes will have no effect on the outcome of this Proposal.
®    Amendment and Restatement of the 2018 Long-Term Incentive Plan (Proposal 3) — Approval of the amendment and restatement of the Spectrum Pharmaceuticals, Inc. 2018 Long-Term Incentive Plan will require the affirmative vote of a majority of
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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the matter. Abstentions will be counted toward the tabulation of votes present or represented on this Proposal and will have the same effect as votes against this Proposal. The vote on the amendment and restatement of the 2018 Long-Term Incentive Plan is a “non-discretionary” matter under applicable stock exchange rules, meaning that if you are the beneficial owner of your shares and do not instruct your broker how to vote with respect to the amendment and restatement of the 2018 Long-Term Incentive Plan, your broker is not permitted to vote on this Proposal and your votes will be counted as broker non-votes. Broker non-votes will have no effect on the outcome of the Proposal.
®    Ratification of Selection of Independent Registered Public Accounting Firm (Proposal 4) — Ratification of the selection of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022 will require the affirmative vote of a majority of the shares present in person or
represented by proxy at the Annual Meeting and entitled to vote on the matter. Abstentions will be counted toward the tabulation of votes present or represented on this Proposal and will have the same effect as votes against this Proposal. The ratification of RSM US LLP is a “discretionary” matter under applicable stock exchange rules, meaning that if you are the beneficial owner of your shares and do not instruct your broker how to vote with respect to the ratification of RSM US LLP, your broker may use its discretion to vote your uninstructed shares on this Proposal. A failure by your broker to vote your uninstructed shares on this Proposal will result in an abstention, which will have the same effect as a vote against this Proposal.




17.Could other matters be decided at the Annual Meeting?
 
As of the date this Proxy Statement was made available to stockholders, we did not know of any matters to be raised at the Annual Meeting other than those referred to in this Proxy Statement. However, if any other matters are presented for consideration at the Annual Meeting including, among other things, consideration of a motion to adjourn the Annual
Meeting to another time or place in order to solicit additional proxies in favor of one or more of the Proposals, the persons named as proxy holders and acting thereunder will have discretion to vote on these matters according to their best judgment to the same extent as the person delivering the proxy would be entitled to vote. 
18.Who is paying for the cost of this proxy solicitation?
 
The proxies being solicited hereby are being solicited by us, and the cost of soliciting proxies in the enclosed form will be borne by us. We have also retained Georgeson LLC, to aid in the solicitation. For these services, we will pay Georgeson LLC a fee of approximately $25,000 and reimburse it for certain out-of-pocket disbursements and expenses. Our officers and other employees may, without compensation other than their regular compensation, solicit proxies by further mailings, personal conversations, telephone, facsimile or other electronic means. We will, upon request, reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation material to the beneficial owners of stock.
7
Spectrum Pharmaceuticals
2022 PROXY STATEMENT



QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING
19.What is the deadline to submit stockholder proposals for our 2023 Annual Meeting of Stockholders?
 
Under Rule 14a-8 of the Securities Exchange Act of 1934 (the “Exchange Act”), any stockholder desiring to include a proposal in our Proxy Statement with respect to our 2023 Annual Meeting of Stockholders should arrange for such proposal to be delivered to us at our corporate headquarters no later than January 2, 2023, in order to be considered for inclusion in our proxy statement relating to such annual meeting. Matters pertaining to such proposals, and the eligibility of persons entitled to have such proposals included, are regulated by the Exchange Act and the rules of the SEC.
In addition, pursuant to our bylaws, any stockholder desiring to submit a proposal for action or nominate one or more persons for election as directors at our 2023 Annual Meeting of Stockholders pursuant to the advance notice provisions of our bylaws must submit a notice of the proposal or nomination to us between February 21, 2023 and March 23, 2023, or else it will be considered untimely and ineligible to be properly brought before the Annual Meeting. In each case, the notice of the proposal or nomination must include certain information specified in our bylaws, including information concerning the nominee or proposal, as the case may be, and information about the stockholder’s ownership of and agreements relating to our capital stock. However, if our 2023 Annual Meeting of Stockholders is not held between May 22, 2023 and August 30, 2023, under our bylaws, this notice must be provided not earlier than the 120th day prior to the 2023 Annual Meeting of Stockholders and not later than the close of business on the later of (a) the 90th day prior to the 2023 Annual Meeting of Stockholders or (b) the 10th day following the date on which notice of the date of the 2023 Annual Meeting of Stockholders is first mailed to stockholders or otherwise publicly disclosed, whichever first occurs.
Further, in March 2018, we amended our bylaws to permit a holder (or a group of no more than 20 holders) of at least 3% of our outstanding common stock held continuously for at least three years to nominate and include in our proxy materials director nominees not to exceed 20% of the total number of directors to be elected at an annual meeting, or if such amount is not a whole number, the closest whole number below 20%, but not less than two, provided that the nominating holder(s) and the nominee(s) satisfy the requirements set forth in our bylaws, including providing us with advance notice of the nomination. Any stockholder seeking to nominate one or more persons for election as directors at our 2023 Annual Meeting of
Stockholders pursuant to the proxy access provisions of our bylaws must submit a notice of the nomination to us no earlier than 150 days and no later than 120 days before the anniversary of the date that we filed our proxy statement for the Annual Meeting. For our 2023 Annual Meeting of Stockholders, any such notice must be received by us at our principal executive offices not later than December 28, 2022 to be considered timely for purposes of the 2023 Annual Meeting of Stockholders. However, if the date of the 2023 Annual Meeting of Stockholders is called for more than 30 days earlier or later than the anniversary date of the Annual Meeting, then not later than the close of business on the earlier of (i) the 10th day after public announcement of the meeting date, or (ii) the 60th day prior to the date we file our proxy statement in connection with the 2023 Annual Meeting of Stockholders.
In addition to satisfying the foregoing requirements under our bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 24, 2023.
All such notices should be directed to our Corporate Secretary, Keith McGahan, at our corporate headquarters located at Spectrum Pharmaceuticals, Inc., 11500 South Eastern Avenue, Suite 220, Henderson, Nevada 89052.
In connection with our solicitation of proxies for our 2023 Annual Meeting of Stockholders, we intend to file a proxy statement and WHITE proxy card with the SEC. Stockholders may obtain our proxy statement (and any amendments and supplements thereto) and other documents as and when filed with the SEC without charge from the SEC’s website at: www.sec.gov.
8
2022 PROXY STATEMENTSpectrum Pharmaceuticals

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

20.I share an address with another stockholder, and we received only one copy of the proxy materials. How may I obtain an additional copy of the proxy materials?
The SEC rules permit brokers to participate in a practice known as “householding,” which means that only one copy of the Notice and, if applicable, this Proxy Statement and the Annual Report, will be sent to multiple stockholders who share the same address unless we have received contrary instructions from one or more of the stockholders. Householding is designed to reduce printing and postage costs, and results in cost savings for us. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. If you receive a householding mailing this year and would like to have additional copies of our Notice and, if applicable, this Proxy Statement and/or the Annual Report mailed to you, or if you would like to opt out of this practice for future mailings, please contact your broker or submit
your request to our Corporate Secretary, Keith McGahan, c/o Spectrum Pharmaceuticals, Inc., 11500 South Eastern Avenue, Suite 220, Henderson, Nevada 89052 or contact us by telephone at (702) 835-6300. Upon receipt of any such request, we agree to promptly deliver a copy of the Notice and, if applicable, this Proxy Statement and/or the Annual Report to you. In addition, if you are currently a stockholder sharing an address with another stockholder and wish to receive only one copy of future proxy materials for your household, please contact us using the contact information set forth above. This Proxy Statement and the Annual Report are also available at https://investor.sppirx.com/shareholder-services/annual-meeting.
21.Where can I find voting results of the Annual Meeting?
We will announce preliminary voting results with respect to each proposal at the Annual Meeting. In accordance with SEC rules, final voting results will be published in a Current Report on Form 8-K within four business days following the Annual Meeting, unless
final results are not known at that time in which case preliminary voting results will be published within four business days of the Annual Meeting and final voting results will be published once they are known by us.
22.Whom should I contact with other questions?
 
If you have additional questions about this Proxy Statement or the Annual Meeting, or if you would like additional copies of this Proxy Statement, please contact our Corporate Secretary, Keith M. McGahan, at
Spectrum Pharmaceuticals, Inc., 11500 South Eastern Avenue, Suite 220, Henderson, Nevada 89052, at (702) 835-6300.
 

9
Spectrum Pharmaceuticals
2022 PROXY STATEMENT





SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, EXECUTIVE OFFICERS AND DIRECTORS
Five Percent Holders
 
Based on information publicly filed and provided to us by certain holders, the following table shows the amount of our common stock beneficially owned as of April 8, 2022 (unless otherwise indicated) by holders of more than 5% of the outstanding shares of common stock. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting and/or investment power with respect to our common stock, unless footnoted to the contrary. Under these rules, shares of common stock subject to any option, warrant or right that is exercisable or convertible within 60 days of April 8, 2022 are deemed beneficially owned and outstanding for computing the percentage ownership of the individual or entity holding such securities, but are not considered outstanding for computing the percentage ownership of any other person. For purposes of the following table, the percentage ownership is based upon 179,157,485 shares of our common stock, including restricted shares of our common stock, outstanding as of April 8, 2022.
Name and Address
of Beneficial Owner
Shares of
Common
Stock
Beneficially
Owned
Percent of
Common
Stock
Outstanding
 
BlackRock, Inc. (1)
15,854,7288.85%
55 East 52nd Street
New York, NY 10055
Hanmi Pharmaceutical Co., Ltd. (2)
15,332,3318.56%
14 Wiryeseong-daero,
 
Songpa-gu
Seoul, 05545
Republic of Korea
 
Armistice Capital, LLC (3)
9,665,7565.40%
510 Madison Ave.
 
7th Floor
New York, NY 10022
 
The Vanguard Group (4)
9,492,3215.30%
100 Vanguard Blvd.
 
Malvern, PA 19355
 
____________
(1)    The information set forth herein is based solely on information contained in Amendment No. 3 to Schedule 13G filed with the SEC on March 9, 2022 by BlackRock, Inc. BlackRock, Inc. has sole voting power over 15,210,840 shares of our common stock and sole dispositive power over 15,854,728 shares of our common stock.
(2)    The information set forth herein is based solely on information contained in Schedule 13D filed with the SEC on February 1, 2022 by Hanmi Pharmaceutical Co., Ltd. (“Hanmi”). Hanmi has sole voting power and sole dispositive power over 15,332,331 shares of our common stock.
(3)    The information set forth herein is based solely on information contained in Amendment No. 2 to Schedule 13G filed with the SEC on February 15, 2022 by Armistice Capital, LLC and Steven Boyd (collectively, “Armistice”). Armistice has shared voting power and shared dispositive power over 9,665,756 shares of our common stock.
(4)    The information set forth herein is based solely on information contained in Amendment No. 10 to Schedule 13G filed with the SEC on February 10, 2022 by The Vanguard Group. The Vanguard Group has shared voting power over 282,110 shares of our common stock, sole dispositive power over 9,148,197 shares of our common stock, and shared dispositive power over 344,124 shares of our common stock.


10
2022 PROXY STATEMENTSpectrum Pharmaceuticals




SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS,
EXECUTIVE OFFICERS AND DIRECTORS

Directors and Named Executive Officers
 
The following table sets forth certain information regarding the beneficial ownership of our common stock as of April 8, 2022 by: (i) each of our directors and director nominees; (ii) each of our named executive officers; and (iii) all of our directors, director nominees and executive officers as a group. Unless otherwise noted, we believe that each person listed below has sole voting power and sole investment power with respect to shares shown as owned by him or her. Information as to beneficial ownership is based upon statements furnished to us or filed with the SEC by such persons. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting and/or investment power with respect to our common stock, unless footnoted to the contrary. Unless otherwise indicated, the business address of each stockholder listed below is c/o Spectrum Pharmaceuticals, Inc., 11500 South Eastern Avenue, Suite 220, Henderson, Nevada 89052. For purposes of the following table, the percentage ownership is based upon 179,157,485 shares of our common stock, including restricted shares of our common stock, outstanding as of April 8, 2022.
Name of Beneficial Owner
Options/SARs(1)
Shares
Total
Beneficially
Owned
(2)
Percent of
Shares
Outstanding
Joseph W. Turgeon
3,684,770396,5254,081,2952.23%
Thomas J. Riga
1,360,509
   582,939(3)
  1,943,448(3)
1.08%
Kurt A. Gustafson
1,438,157
   329,099
   1,767,256
*
Francois J. Lebel, M.D.
768,406
   262,311(4)
   1,030,717(4)
*
Keith M. McGahan
782,906
   251,190(5)
   1,034,096(5)
*
William L. Ashton
109,268
    46,943(6)
      156,211(6)
*
Nora E. Brennan
32,601
    29,277(6)
        61,878(6)
*
Seth H.Z. Fischer
66,351
    34,777(6)
       101,128(6)
*
Juhyun Lim
0
        4,759(7)
        4,759(7)
*
Jeffrey L. Vacirca, M.D.
97,108
  170,244(6)
       267,352(6)
*
Dolatrai M. Vyas
212,601
    86,346(6)
       298,947(6)
*
Bernice R. Welles, M.D.
102,601
    64,277(6)
       166,878(6)
*
All executive officers and
    directors/director nominees as a group (10 persons)
3,532,351
   1,533,063(8)
   5,065,414(8)
2.70%
_____________
*    Represents ownership of less than 1%
(1)    Represents options to purchase shares of common stock and shares of common stock underlying stock appreciation rights, or SARs, that are exercisable within 60 days of April 8, 2022.
(2)    Shares of common stock subject to options to purchase shares of common stock and shares of common stock underlying SARs that are exercisable within 60 days of April 8, 2022, are deemed beneficially owned and outstanding for computing the percentage ownership of the person holding such securities, but are not considered outstanding for computing the percentage ownership of any other person.
(3)    The number of shares includes 391,869 unvested restricted shares of our common stock subject to future vesting.
(4)    The number of shares includes 152,969 unvested restricted shares of our common stock subject to future vesting.
(5)    The number of shares includes 127,934 unvested restricted shares of our common stock subject to future vesting.
(6)    The number of shares includes 14,277 unvested restricted shares of our common stock subject to future vesting.
(7)    The number of shares includes 4,759 unvested restricted shares of our common stock held by Ms. Lim that are subject to future vesting and does not include shares of common stock held by Hanmi, for which Ms. Lim disclaims beneficial ownership. The shares of common stock held by Hanmi are reported in the table above under Five Percent Holders.
(8)    The number of shares includes 763,193 unvested restricted shares of our common stock subject to future vesting.
We are not aware of any arrangements that have resulted, or may at a subsequent date result, in a change of control of Spectrum.
11
Spectrum Pharmaceuticals
2022 PROXY STATEMENT



EXECUTIVE OFFICERS
Each of our executive officers serves at the discretion of the Board. The determination as to which of our employees qualify as executive officers was made by the Board in accordance with the rules of the SEC. Biographical information for our executive officers as of the date this Proxy Statement was made available is set forth below. There are no family relationships between any executive officer and any other executive officer or director. There are no legal proceedings related to any of the executive officers which must be disclosed pursuant to Item 401(f) of Regulation S-K.
 
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Thomas J. Riga
President and
Chief Executive Officer
Information regarding Mr. Riga is provided in this Proxy Statement under “Proposal 1 – Election
of Directors”.
 


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Francois J. Lebel, M.D.
Executive Vice President and Chief Medical Officer
 
 
Francois Lebel has served as our Executive Vice President and Chief Medical Officer since November 2018. Prior to joining Spectrum, he provided strategic leadership on eight NDA/BLAs in various therapeutic areas and on several mergers and acquisitions. Dr. Lebel has broad and deep experience in oncology drug development, medical affairs, regulatory and pharmacovigilance acquired through various roles of increasing responsibilities at Chiron Corporation (which was acquired by Novartis AG), Warner-Lambert (which was acquired by Pfizer Inc.) and Burroughs Wellcome (which was acquired by GlaxoSmithKline plc). From March 2013 to October 2018, Dr. Lebel served as Executive Vice President, Research and Development, and Chief Medical Officer at ZIOPHARM Oncology, Inc. (“ZIOPHARM”), a publicly traded clinical-stage biopharmaceutical company. Prior to ZIOPHARM, he held various leadership roles including Vice President of Research and Development at Baxter International and Global Head of Medical and Scientific Affairs at MedImmune.

Dr. Lebel brings nearly 30 years of clinical leadership experience within the biopharmaceutical industry. He has designed and managed global medical organizations to deliver results, enhance productivity and practice sound risk management.

Age: 70
 
Education: B.Sc. in Molecular Biology, University of Ottawa, Canada; M.D. University of Ottawa, Canada.
 
Other Qualifications: He completed his residency in Internal Medicine (Infectious Disease) and Medical Microbiology at McGill University and his research fellowship in infectious disease at Harvard Medical School.

12
2022 PROXY STATEMENTSpectrum Pharmaceuticals



EXECUTIVE OFFICERS
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Keith M. McGahan
Executive Vice President, Chief Legal Officer and Corporate Secretary
 
 
Keith McGahan has served as our Chief Legal Officer since June 2018, as Corporate Secretary since February 2018 and as Executive Vice President since June 2019. From August 2016 to June 2018, he served as our Vice President, Chief Compliance Officer and Associate General Counsel. He brings to Spectrum more than 20 years of diverse experience in the healthcare, medical device and pharmaceutical industries. From 2015 through August 2016, Mr. McGahan served as Executive Director and Associate General Counsel at Avanir Pharmaceuticals, Inc. (“Avanir”). During his tenure at Avanir, Mr. McGahan served as legal advisor on all compliance and commercial related matters. From 2012 through 2015, Mr. McGahan served as Director, Healthcare Compliance at Johnson & Johnson, where he was responsible for executing the global compliance program. Prior to that, from 2003 through 2011, Mr. McGahan served as the Assistant Staff Judge Advocate to the Navy Surgeon General, Staff Judge Advocate to the Navy Medical Research Command as well as Staff Judge Advocate and Chief Compliance Officer at Naval Hospital Camp Pendleton.
Age: 47
 
Education: B.A. in Zoology, Connecticut College; M.B.A., Pepperdine University; J.D., Seattle University School of Law; L.L.M. in Taxation, University of San Diego School of Law.
 
Other Qualifications: Mr. McGahan is a Certified Compliance and Ethics Professional (CCEP) and holds a professional certificate in health care compliance & privacy from Seton Hall University, a Six Sigma Black Belt certification from Villanova University and is certified by UCLA’s Anderson School of Business as an accredited public company director.
 
 
 
13
Spectrum Pharmaceuticals
2022 PROXY STATEMENT



PROPOSAL 1 — ELECTION OF DIRECTORS
Our Board currently consists of eight annually-elected directors. The Board nominated William L. Ashton, Brittany K. Bradrick, Seth H.Z. Fischer, Juhyun Lim, Thomas J. Riga and Jeffrey L. Vacirca for election to our Board at the Annual Meeting. Nora E. Brennan, Dolatrai M. Vyas, and Bernice R. Welles have not been nominated for election to our Board at the Annual Meeting following the end of their current terms.
Each director will be elected to serve a one-year term expiring at the Annual Meeting of Stockholders to be held in 2023 when his or her successor has been duly elected and qualified, or until his or her earlier death, resignation or removal.
Each of the nominees has consented to serve if elected. If any of them becomes unavailable to serve as a director, our Board may designate a substitute nominee. In that case, the proxy holders will vote for the substitute nominee designated by the Board. Our Board has no reason to believe that any of the nominees will be unable to serve. There are no agreements or understandings pursuant to which any of the directors was selected to serve as a director. There are no family relationships between any director or director nominee and any other director or director nominee or any executive officer. There are no legal proceedings related to any of the directors or director nominees which must be disclosed pursuant to Item 401(f) of Regulation S-K.
Required Vote of Stockholders
 
The affirmative vote of a majority of the votes cast with respect to each director’s election at the Annual Meeting is required for the election of each director. This means that only the director nominees that receive more “FOR” votes than “AGAINST” votes will be elected. If a nominee who currently serves as one of our directors is not re-elected at the Annual Meeting, under current Delaware law, such director would continue to serve on the Board as a holdover director. The Board has adopted a formal policy under which each of our directors is expected to submit an advance, contingent, irrevocable resignation that the Board may accept if our stockholders do not re-elect such director. In that situation, our Nominating Committee would submit promptly a recommendation to the Board as to whether or not to accept the resignation. A properly executed proxy marked “ABSTAIN” with respect to the election of one or more directors will not be voted with respect to the director or directors indicated and, as such, will not have an effect in determining the election results. Abstentions and broker non-votes will have no effect in determining which directors are elected at the Annual Meeting.
Proxies received in response to this solicitation will be voted “FOR” the election of Messrs. Ashton, Fischer, Riga, Dr. Vacirca and Mses. Bradrick and Lim to our Board unless otherwise specified in the proxy.
14
Spectrum Pharmaceuticals2022 PROXY STATEMENT

 
PROPOSAL NO. 1 – ELECTION OF DIRECTORS
 
Board Recommendation
 
OUR BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE FOLLOWING SIX NOMINEES.
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Thomas J. Riga
Age: 46

Director since:
December 2021

Committees:
None
Professional Experience: Mr. Riga is Spectrum’s President and Chief Executive Officer. He became President and Chief Executive Officer in December 2021. Mr. Riga served as our Chief Operating Officer from December 2017 to December 2021, as Executive Vice President from May 2017 to December 2021 and as our Chief Commercial Officer from August 2014 to December 2021. From August 2014 to June 2017, he served as our Senior Vice President and from July 2013 to August 2014, he served as our Vice President, Corporate Accounts. During his tenure at Spectrum, Mr. Riga has led Spectrum’s focus from a specialty pharmaceutical company to a development-focused organization. The divestiture of seven marketed products infused non-dilutive capital back into the organization and enabled Spectrum to further advance its two cornerstone, value driving assets. Additionally, he has led multiple product launches in the oncology market, delivering innovative cancer care while establishing world class partnerships with key industry stakeholders. He has consistently inspired cross-functional teams to deliver superior performance and create value for Spectrum.

Key Qualifications: Mr. Riga’s qualifications to serve on the Board include his more than 20 years of experience in the pharmaceutical industry with proven success and accountability with operations, sales and marketing, strategic positioning, and multiple product launches. He has extensive management experience in various positions at Wyeth Ayerst Pharmaceuticals, Eli Lilly and Company, Amgen Inc. and Dendreon Pharmaceuticals LLC. Throughout his career he integrated leadership and strategy to create meaningful value. His experience spans executive sales leadership, Six Sigma (black belt), marketing, manufacturing, and corporate accounts making him well qualified to serve on our Board.
President and
Chief Executive Officer

Education: B.S. in Biology and Chemistry, St. Lawrence University, Canton, New York.

Other Qualifications: Mr. Riga is certified by UCLA’s Anderson School of Business as an accredited public company director.
 
15
Spectrum Pharmaceuticals2022 PROXY STATEMENT

PROPOSAL NO. 1 – ELECTION OF DIRECTORS
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William L. Ashton
Age: 71
 
Director since:
February 2018
 
Committees:
Audit, Nominating &
Corporate Governance
Professional Experience: Mr. Ashton has served as Chairman of the Board since June 2019 and has been a member of our Board since February 2018. Since 2013, he has been a principal at Harrison Consulting Group, Inc., a privately-held biopharmaceutical consulting firm. From August 2009 to June 2013, Mr. Ashton was the Senior Vice President of external affairs reporting to the President and an Assistant Professor at the University of the Sciences in Philadelphia, Pennsylvania. From August 2005 to August 2009, Mr. Ashton was the founding Dean of the Mayes College of Healthcare Business and Policy. From 1989 to 2005, Mr. Ashton held a number of positions at Amgen, including Vice President of U.S. Sales and Vice President of Commercial and Government Affairs.

Key Qualifications: Mr. Ashton’s extensive experience with pharmaceutical and biological product commercialization, including developing and leading a commercial sales force, as well as his governance experience as a board member of public and privately-held companies and his reimbursement expertise makes him well qualified to serve on our Board.


Independent

Other Board Memberships:

Currently: Recro Pharma, Inc., Academy of Notre Dame, Baudax Bio, Inc.

Education: B.S. in Education, California University of Pennsylvania; M.A. in Education, University of Pittsburgh
 

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

Other Board Memberships:

Currently: Dermata Therapeutics, Inc.

Education: B.S.B.A., University of Missouri; M.B.A., Cornell University, Johnson Graduate School of Management

16
2022 PROXY STATEMENTSpectrum Pharmaceuticals

 
PROPOSAL NO. 1 – ELECTION OF DIRECTORS
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Seth H.Z. Fischer
Age: 65

Director since: April 2020
 
Committees: Audit, Compensation

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

Other Board Memberships:

Currently: Esperion Therapeutics, Inc., Marinus Pharmaceuticals, Inc. and Agile Therapeutics, Inc.

Education: BGS, Ohio University and served as a captain in the U.S. Air Force
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Juhyun Lim
Age: 47

Director since: March 2022
 
Committees: None

Professional Experience: Ms. Lim has served as President, Global Strategy and Planning at Hanmi Science Co., Ltd. (“Hanmi Science”) and Hanmi Pharmaceutical Co., Ltd. (“Hanmi Pharmaceutical”), since September 2020 and January 2021, respectively, where she leads the execution of corporate strategy and investment. In conjunction with her role as President, Global Strategy and Planning of Hanmi Science, she also serves as a member of the Hanmi Science board of directors. Ms. Lim has also served as Director, Healthcare Investment at Hanmi Ventures since July 2017. In her 18-year tenure at Hanmi Pharmaceutical, Ms. Lim has held various leadership roles, including SVP, Human Resource Development, from January 2018 to January 2021, and VP, Human Resource Development, from January 2013 to January 2018.
 
Key Qualifications: Ms. Lim has over 20 years of experience in the life sciences industry with proven success and accountability with operations, strategic positioning and senior executive-level expertise.
Her broad international experience in corporate strategy and investment together with her valuable leadership experience make her well qualified to serve on our Board.
Independent

Other Board Memberships:

Currently: Hanmi Ventures

Education: M.A., Boston University; B.A., Smith College
17
Spectrum Pharmaceuticals2022 PROXY STATEMENT

PROPOSAL NO. 1 – ELECTION OF DIRECTORS
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Jeffrey L. Vacirca, M.D., FACP
Age: 53
 
Director since:
November 2018

Committees: Compensation (Chair), Nominating & Corporate Governance
 
Professional Experience: Since 2008, Dr. Vacirca has served as Chief Executive Officer, Managing Partner and Director of Clinical Research at New York Cancer and Blood Specialists, a cancer care center specializing in hematology/oncology and medical oncology. Since 2011, he has served as President and Co-Founder of National Translational Research Group, a group focusing on non-clinical research, and since 2012 he has served as a Medical Director and Strategic Advisor for the International Oncology Network specialty group at Amerisource Bergen, a pharmaceutical products company. Since 2018, he has served as the Medical Director of the Oncology Network Development at Mount Sinai Health Network and as an associate clinical professor at Icahn School of Medicine at Mount Sinai, New York.
 
Key Qualifications: Dr. Vacirca’s qualifications to serve on our Board include his substantial business experience in the healthcare and pharmaceutical industry and clinical expertise in oncology. Dr. Vacirca’s substantial business experience makes him well qualified to serve on our Board.
 
Independent

Other Board Memberships:

Currently: BeyondSpring Inc., Scientific Advisory Board of Caris Life Sciences, Medical Board Advisor for Flatiron Health, Odonate Therapeutics, Inc. (Vice Chairman, since 2016)
 
Education: B.A. in Human Biology, University at Albany; M.D., St. George’s University School of Medicine.

Other Qualifications: He completed his residency in Internal Medicine along with his fellowships in hematology and medical oncology at Stony Brook University Hospital.
 

 





 

 
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2022 PROXY STATEMENTSpectrum Pharmaceuticals



DIRECTOR COMPENSATION
For service in 2021, directors who were not employees of the Company, whom we refer to as “non-employee directors,” received annual retainers for their Board and Board committee service in the amounts shown below. We also reimbursed non-employee directors for reasonable out-of-pocket expenses incurred with respect to their attendance at Board and committee meetings.
Non-Employee Director Fees
Annual Retainer (All)
$65,000
Additional Annual Retainer for Chairman of the Board
$30,000
Additional Annual Retainer for Audit Committee Chairperson
$20,000
Additional Annual Retainer for Compensation Committee Chairperson
$20,000
Additional Annual Retainer for Nominating and Corporate Governance Committee Chairperson(1)
$10,000
Additional Annual Retainer for Audit Committee Member
$10,000
Additional Annual Retainer for Compensation Committee Member(2)
$7,500
Additional Annual Retainer for Nominating and Corporate Governance Committee Member(3)
$5,000
 
_______________
(1)    The Nominating and Corporate Governance Committee chairpersons retainer decreased from $20,000 to $10,000 effective June 17, 2021.
(2)    The Compensation Committee members’ retainer decreased from $10,000 to $5,000 effective June 17, 2021.
(3)    The Nominating and Corporate Governance Committee members’ retainer decreased from $10,000 to $7,500 effective
June 17, 2021.

Annual Grants
In June 2021, each of our non-employee directors was granted options to purchase 67,804 shares of our common stock at an exercise price of $4.29 per share subject to the terms of the 2018 Long-Term Incentive Plan (the “2018 Plan”). The options vest as to one-third of the shares on each of June 17, 2022, 2023 and 2024, respectively, subject to each director’s continued service through such date. In addition, each non-employee director was also issued 14,277 shares of restricted stock under the 2018 Plan. The restricted stock will vest in full on June 17, 2022, subject to each director’s continued service through such date.
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Spectrum Pharmaceuticals2022 PROXY STATEMENT

DIRECTOR COMPENSATION
The following table shows compensation for our non-employee directors for the fiscal year ended December 31, 2021. Directors who were employees did not receive any compensation for their service as directors.
Non-Employee Director Compensation
Name
Fees Earned
or Paid in
Cash
($)
Stock
Awards(1)
($)
Option
Awards(2)
($)
Total
($)
William L. Ashton
112,50061,248193,384367,132
Nora E. Brennan
54,16761,248193,384308,799
Seth H.Z. Fischer83,75061,248193,384338,382
Jeffrey L. Vacirca(3)
92,50061,248193,384347,132
Dolatrai M. Vyas(4)
86,25061,248193,384340,882
Bernice R. Welles(5)
90,00061,248193,384344,632
(1)    Represents the grant date fair value of restricted stock awards calculated in accordance with FASB ASC Topic 718 calculated based on closing price of our common stock on the day preceding the grant date of the restricted stock awards multiplied by the number of shares granted. Restricted stock awards are subject to time-based vesting as described above. These amounts do not represent cash payments or proceeds actually received by the directors and the actual values they realize may be materially different from these reported amounts upon their sale of the underlying shares.
(2)    Represents the grant date fair value of the stock option awards calculated in accordance with FASB ASC Topic 718, using the Black-Scholes option pricing model. Stock options are subject to time-based vesting as described above. These amounts do not represent cash payments or proceeds actually received by the directors and the actual values they realize may be materially different from these reported amounts upon their sale of the underlying shares. For fair value assumptions refer to Note 5 to our financial statements included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as filed with the SEC on March 18, 2022.
(3)    Dr. Vacirca was appointed as a member of the Nominating and Corporate Governance Committee in June 2021. Accordingly, his compensation includes a prorated amount for such service from June 2021 through December 2021.
(4)    Dr. Vyas was appointed as a member of the Compensation Committee in June 2021. Accordingly, his compensation includes a prorated amount for such service from June 2021 through December 2021.
(5)    Dr. Welles was appointed as a member of the Audit Committee in June 2021. Accordingly, her compensation includes a prorated amount for such service from June 2021 through December 2021.
 
20
2022 PROXY STATEMENTSpectrum Pharmaceuticals

DIRECTOR COMPENSATION
Number of Options and Restricted Stock Awards Held by Non-Employee Directors at Fiscal Year-End 2021
 
Name
Stock Options
(Vested and
Unvested)
(#)
Restricted
Stock
Awards
(Unvested)
(#)
William L. Ashton
174,47114,277
Nora E. Brennan97,80414,277
Seth H.Z. Fischer132,80414,277
Jeffrey L. Vacirca
162,31114,277
Dolatrai M. Vyas
277,80414,277
Bernice R. Welles
167,80414,277

21
Spectrum Pharmaceuticals2022 PROXY STATEMENT



PROPOSAL 2 — ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
Our Compensation Discussion and Analysis describes our executive compensation programs and the compensation decisions that our Compensation Committee and our Board of Directors made with respect to the 2021 compensation of our named executive officers. In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, our Board of Directors is asking that stockholders cast a non-binding, advisory vote FOR the following resolution:
“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, and the related compensation tables and narrative discussion, is hereby APPROVED.”
Our Board of Directors is asking that our stockholders support this proposal. Although the vote you are being asked to cast is non-binding, we value the views of our stockholders, and our Compensation Committee and our Board of Directors will consider the outcome of the vote when making future compensation decisions for our named executive officers. Our relationship with our stockholders is an important part of our Company’s success and we continue to actively engage with our stockholders. We believe that our approach to engaging openly with our investors on topics such as financial performance, corporate governance, executive compensation, and leadership structure drives increased corporate accountability, improves decision making, and enhances our corporate governance practices and disclosures each year.
The Company’s compensation program is designed and administered by the Compensation Committee of the Board, which is composed entirely of independent directors and carefully considers many different factors, as described in the Compensation Discussion and Analysis, in order to provide appropriate compensation for the Company’s executives. As discussed in the Compensation Discussion and Analysis, the compensation package for the Company’s named executive officers (who are the officers listed in the Summary Compensation Table in the Executive Compensation section) is designed to support the Company’s objectives of attracting, motivating and retaining the executive talent required to achieve our corporate objectives and increase stockholder value.
We will hold a non-binding, advisory vote of our stockholders on the compensation of our named executive officers every year until the next required stockholder vote on the frequency of such advisory vote. The next stockholder vote on the frequency of such advisory vote is expected to be held at the 2023 annual meeting of stockholders.
We encourage you to review the complete description of the Company’s executive compensation programs provided in this Proxy Statement, including the Compensation Discussion and Analysis and the accompanying compensation tables.
Required Vote of Stockholders
 
The affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on this Proposal 2 is required for the approval thereof. Abstentions will have the same effect as votes “AGAINST” this Proposal. Broker non-votes will have no effect on the outcome of this Proposal.
Proxies received in response to this solicitation will be voted “FOR” the approval, on an advisory basis, of the compensation of our named executive officers as described in the “Compensation Discussion and Analysis” section of this Proxy Statement unless otherwise specified in the proxy.


22
2022 PROXY STATEMENTSpectrum Pharmaceuticals



PROPOSAL 2 - ADVISORY VOTE ON THE COMPENSATION
OF OUR NAMED EXECUTIVE OFFICERS
Board Recommendation
 
OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE COMPENSATION DISCUSSION AND ANALYSIS SECTION OF THIS PROXY STATEMENT.

23
Spectrum Pharmaceuticals2022 PROXY STATEMENT


PROPOSAL 3 — APPROVAL OF AMENDED AND RESTATED SPECTRUM PHARMACEUTICALS, INC. 2018 LONG-TERM INCENTIVE PLAN
We are asking our stockholders to approval an amendment and restatement of our 2018 Long-Term Incentive Plan to ensure that we can continue to provide equity-based incentives to our employees, directors and consultants by enabling them to share in our future growth. The 2018 Long-Term Incentive Plan, as amended, in effect prior to January 27, 2022 is referred to herein as the “2018 Plan.” On January 27, 2022, our Board of Directors approved an amendment to the 2018 Plan pursuant to which the share reserve was increased by 12,600,000 shares, and on April 23, 2022, our Board of Directors approved a further amendment and restatement of the 2018 Plan, pursuant to which (among other things) the share reserve was increased by an additional 5,400,000 shares, in each case, subject to stockholder approval.
In addition to the increase to the share reserve described above, the Restated Plan will have a new term of ten years ending on January 26, 2032.

The final amended and restated 2018 Plan, incorporating all of these amendments, is referred to in this proposal as the “Restated Plan.” The 2018 Plan is not being amended in any material respect other than to reflect the changes described above.

Why Stockholders Should Vote to Approve the Restated Plan
®    Equity Incentive Awards are an Important Part of Our Compensation Philosophy. Our equity compensation plans are critical to our ongoing effort to build stockholder value. As discussed in the Compensation Discussion and Analysis section of this Proxy Statement, equity incentive awards are central to our compensation program. Our Board and our Compensation Committee believe that our ability to grant equity incentive awards to new and existing employees and directors has helped us attract, retain and motivate professionals of the highest caliber with highly sought-after skill sets, who are capable of leading us in fulfilling our ambitious business objectives. The Board believes that the effective use of equity-based compensation and performance-based compensation has been integral to the Company’s success in the past and is vital to its ability to achieve continued strong performance in the future.
®    The 2018 Plan Will No Longer Have Shares Available for Grant. Unless this Proposal 3 is approved, the shares available for future grant under the 2018 Plan will be inadequate to meet our equity needs for 2022, and we will not be able to continue to issue equity incentives to our employees. In order for the Company to maintain equity compensation to its employees and directors having a value consistent with historic grant practices, additional shares are required. The Board and the Compensation Committee continue to believe that in order to hire and retain talented professionals, its compensation practices will need to remain in line with its competitors. While we could increase cash compensation if we are unable to grant equity incentives, we anticipate that we will have difficulty attracting, retaining and motivating employees and directors if we are unable to make equity grants to them. We believe that outcome could negatively impact our ability to align employee and director compensation with the interests of stockholders.
®    Without giving effect to the January 27, 2022 amendment and April 23, 2022 amendment and restatement, the aggregate number of shares that may be issued or transferred pursuant to awards under the 2018 Plan is 18,000,000 shares, plus any shares that become eligible for issuance under the 2018 Plan because of forfeited awards under the 2009 Incentive Award Plan (the “2009 Plan”), as described below.
®    We are asking our stockholders to approve an increase of 18,000,000 in the number of shares available for issuance under the Restated Plan over the existing share reserve under the 2018 Plan, consisting of 12,600,000 shares from the January 27, 2022 amendment and 5,400,000 additional shares from the April 23, 2022 amendment and restatement, plus any shares that become eligible for issuance under the Restated Plan because
24
2022 PROXY STATEMENTSpectrum Pharmaceuticals

PROPOSAL 3 - APPROVAL OF AMENDED AND RESTATED SPECTRUM
PHARMACEUTICALS, INC. 2018 LONG-TERM INCENTIVE PLAN
of forfeited awards under our 2009 Plan on or after April 23, 2022, as described below) (together, the “Share Reserve”).
®    Under the terms of the Restated Plan, the shares available for issuance may be used for all types of awards under a fungible pool formula. Pursuant to this fungible pool formula, the authorized share limit will be reduced by one share of common stock for every one share subject to an option or stock appreciation right (“SAR”) granted under the Restated Plan, and by 1.5 shares of common stock for every one share subject to an award other than a stock option or a SAR, such as restricted stock or a restricted stock unit (“RSU”).
®    On January 27, 2022, we granted to three of our executive officers an aggregate of 4,960,457 stock options (the “Contingent Options”), and an aggregate of 1,056,165 restricted stock units (the “Contingent RSUs,” and together with the Contingent Options, the “Contingent Awards”), which awards were granted out of the 12,600,000 share increase to the Share Reserve incorporated by the amendment to the 2018 Plan on January 27, 2022, and all of which were granted subject to stockholder approval. In the event stockholder approval of the Restated Plan is not obtained, all of the Contingent Awards will automatically be forfeited, the Restated Plan will cease to be effective and the original 2018 Plan (in effect prior to the adoptions of the amendment on January 27, 2022 and the amendment and restatement on April 23, 2022), and all outstanding awards granted out of the original Share Reserve under the 2018 Plan (other than any Contingent Awards) will continue in full force and effect.

If our stockholders do not approve the Restated Plan (and, as a result, the January 27, 2022 amendment and April 23, 2022 amendment and restatement cease to be effective and the Contingent Awards are forfeited), as of April 23, 2022, a total of 557,876 shares would remain available for issuance under the 2018 Plan.
®    Reasonable Share Request. The total number of additional shares the Company is requesting under the Restated Plan (above the existing Share Reserve under the 2018 Plan) is 18,000,000 (of which, 6,016,622 shares are subject to the Contingent Awards (which number is 6,544,705 after giving effect to the full value award multiplier under the Restated Plan under which RSUs count against the share reserve as 1.5 shares for every share subject to the RSU)). The Company believes this increase will be sufficient for equity compensation awards over approximately the next two to three years, and that such number of shares is reasonable and consistent with general market practices. This view is based on several assumptions, including that our grant practices under the Restated Plan will be consistent with our historical practices and usage, but is dependent on a number of other factors that are difficult to predict or beyond our control, including the price of the Company’s common stock underlying future grants, our hiring activity, forfeitures of outstanding awards and other circumstances that may require us to change our equity grant practices. These underlying assumptions and factors cannot be predicted with certainty, and to the extent they change, the number of shares requested may not last for the estimated period.
®    We Manage Our Equity Incentive Award Use Responsibly, and Dilution is Reasonable. We manage our long-term stockholder dilution by limiting the number of equity awards granted annually. Our Compensation Committee carefully monitors our annual net burn rate, which is the rate at which awards are granted as a percentage of outstanding shares of common stock, and potential stockholder dilution in order to maximize stockholder value, and the number of equity incentive awards granted is limited to the amount believed necessary to attract, retain and motivate key personnel.

Equity Incentive Awards Are Critical to Long-Term Stockholder Value Creation

The table below presents information about the number of shares that were subject to various outstanding equity awards under the 2009 Plan and the 2018 Plan, and the shares remaining available for issuance under the 2018 Plan as of April 23, 2022 (without giving effect to the increases under the Restated Plan and the grant of the Contingent Awards), as well as the effect of the proposed aggregate increase to the Share Reserve under the Restated Plan and the Contingent Awards granted out of such increase. Other than our employee stock purchase plan, we do not maintain any other equity incentive plans under which we may grant future awards. As a result, assuming approval of this Proposal 3, the only shares we would have available for issuance of equity awards (other than pursuant to the employee stock purchase plan) would be the shares reserved for issuance under the Restated Plan. As of April 23, 2022, there are no performance-based awards outstanding.
25
Spectrum Pharmaceuticals2022 PROXY STATEMENT

PROPOSAL 3 - APPROVAL OF AMENDED AND RESTATED SPECTRUM
PHARMACEUTICALS, INC. 2018 LONG-TERM INCENTIVE PLAN

Number of
Shares
As a % of Shares
Outstanding(1)
Dollar Value ($)(2)
2009 Plan
Options/stock-settled SARs outstanding
3,074,066
1.7%
$3,074,666
Restricted stock awards and RSUs outstanding
RSAs
RSUs
Shares remaining available for issuance under 2009 Plan
2018 Plan
Options/stock-settled SARs outstanding
4,924,721
2.7%
$4,924,721
Restricted stock awards and RSUs outstanding
RSAs
5,104,418
2.8%
$5,104,418
RSUs
239,500
1.3%
$239,500
Shares remaining available for issuance under 2018 Plan (prior to giving effect to Restated Plan and Contingent Awards)(3)
557,876
0.3%
$557,876
Restated Plan
Proposed aggregate increase to share reserve pursuant to Restated Plan
18,000,00010.0%$18,000,000
Contingent Options outstanding(4)
4,960,457
2.8%
$4,960,457
Weighted average exercise price of outstanding Contingent Options
$0.63
Weighted average remaining term of outstanding Contingent Options
9.7 years
Contingent RSUs outstanding(4)
1,056,165
0.6%
$1,056,165
Shares remaining available for grant assuming approval of the Restated Plan(5)
12,013,1716.7%$12,013,171
(1)
Based on 179,257,485 shares of our common stock outstanding as of April 23, 2022.
(2)
Based on the closing price of our common stock on April 22, 2022 of $1.00.
(3)
The Share Reserve under the 2018 Plan includes shares subject to outstanding awards under the 2009 Plan that are forfeited without an issuance of shares or are returned because the awards are terminated, canceled or expire unexercised. As of April 23, 2022, an aggregate of 3,031,359 shares have been added to the Share Reserve under the 2018 Plan as a result of the forfeiture of awards under the 2009 Plan.

For the avoidance of doubt, the 557,876 shares remaining available for issuance as of April 23, 2022 includes all shares that have been added to the Share Reserve under the 2018 Plan as a result of the forfeiture of awards under the 2009 Plan through such date.
(4)
Contingent Options and Contingent RSUs were granted out of the proposed aggregate increase to the Share Reserve pursuant to the Restated Plan and were granted subject to stockholder approval. In the event stockholder approval of the Restated Plan is not obtained, all Contingent Options and Contingent RSUs will automatically be forfeited.
(5)
For purposes of determining the shares remaining available for grant, assuming approval of the Restated Plan, this number reflects the grant of the 6,016,622 shares subject to the Contingent Awards (which number is if 6,544,705 after giving effect to the full value award multiplier under the Restated Plan under which RSUs count against the share reserve as 1.5 shares for every share subject to the RSU).
26
2022 PROXY STATEMENTSpectrum Pharmaceuticals

PROPOSAL 3 - APPROVAL OF AMENDED AND RESTATED SPECTRUM
PHARMACEUTICALS, INC. 2018 LONG-TERM INCENTIVE PLAN

The table below presents information about the aggregate number of shares that were subject to various outstanding equity awards under all plans as of as of April 23, 2022.

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

(1) Includes the 4,960,457 Contingent Options granted out of the increase to the Share Reserve under the Restated Plan. If the Restated Plan is not approved, these Contingent Options will be forfeited.

(2) Includes the 1,056,165 Contingent RSUs granted out of the increase to the Share Reserve under the Restated Plan. If the Restated Plan is not approved, these Contingent RSUs will be forfeited.

In determining whether to approve the Restated Plan, including the proposed increase to the Share Reserve under the Restated Plan over the Share Reserve under the 2018 Plan, our Board of Directors also considered the following:
®    In determining the size of the Share Reserve under the Restated Plan, our Board of Directors considered the number of equity awards granted by the Company under the 2018 Plan. In fiscal years 2019, 2020 and 2021, equity awards representing a total of approximately 2,448,194 shares, 7,759,379 shares and 7,469,329 shares, respectively, were granted under the 2018 Plan, for an annual equity burn rate of 2.21%, 6.24% and 4.82%, respectively. This represents a three-year average burn rate of 4.42%. Equity burn rate is calculated by dividing (1) the number of shares subject to equity awards granted during the fiscal year by (2) the weighted average number of shares outstanding during the fiscal year.
®    In fiscal years 2019, 2020 and 2021, the end of year overhang rate was approximately 10.0%, 14.2% and 11.8%, respectively. If the Restated Plan is approved, we expect our overhang at the end of 2022 will be approximately 18.6%. Overhang is calculated by dividing (1) the sum of the number of shares subject to equity awards outstanding at the end of the fiscal year plus shares remaining available for issuance for future awards at the end of the fiscal year by (2) the weighted average number of shares outstanding during the fiscal year.

Compensation and Governance Best Practices
The Restated Plan reflects a broad range of compensation and governance best practices, with some of the key features of the Restated Plan as follows:
27
Spectrum Pharmaceuticals2022 PROXY STATEMENT

PROPOSAL 3 - APPROVAL OF AMENDED AND RESTATED SPECTRUM
PHARMACEUTICALS, INC. 2018 LONG-TERM INCENTIVE PLAN
®    No Increase to Shares Available for Issuance without Stockholder Approval. Without stockholder approval, the Restated Plan prohibits any alteration or amendment that operates to increase the total number of shares of common stock that may be issued under the Restated Plan (other than adjustments in connection with certain corporate reorganizations and other events).
®    No Repricing or Replacement of Options or Stock Appreciation Rights. The Restated Plan prohibits, without stockholder approval: (1) the amendment of options, SARs or other stock-based awards to reduce the exercise price, and (2) the replacement of an option, SAR or other stock-based award with cash or any other award.
®    In-the-Money Option or Stock Appreciation Right Grants. The Restated Plan generally prohibits the grant of options or SARs with an exercise or base price less than 100% of the fair market value of our common stock on the date of grant.
®    Minimum Vesting Provisions. The Restated Plan includes a minimum vesting period such that awards granted under the Restated Plan will not vest earlier than the first anniversary of the applicable grant date (subject to limited exceptions).
®    Reasonable Share Counting Provisions. If any shares covered by an award under the Restated Plan or the 2009 Plan are terminated, forfeited, canceled or expire unexercised without delivery of shares, then the shares covered by such an award will generally be available for granting awards under the Restated Plan. Shares covered by an award under the Restated Plan or the 2009 Plan that are not delivered due to the net settlement or net exercise of a stock option or stock-settled SAR will not be available for issuance under the Restated Plan, nor will shares repurchased on the open market with the proceeds of an option exercise. Additionally, in the event that withholding tax liabilities arising from an award under the Restated Plan or the 2009 Plan are satisfied by the withholding of shares by the Company, then the shares so withheld will not be available for awards under the Restated Plan. Awards settled in cash do not count against the Share Reserve.

Stockholder Approval Requirement

Stockholder approval of the Restated Plan is necessary in order for us to (1) meet the stockholder approval requirements of the Nasdaq Stock Market, and (2) grant ISOs thereunder.

If the Restated Plan is not approved by our stockholders, the Restated Plan will cease to be effective, the 2018 Plan (as in effect prior to the amendment and amendment and restatement approved by our Board of directors on January 27, 2022 and April 23, 2022, respectively) will continue in full force and effect, and we may continue to grant awards under the 2018 Plan, subject to its terms, conditions and limitations, using the shares available for issuance thereunder. In addition, all of the Contingent Awards subject to stockholder approval will terminate.

Summary of the Restated Plan

The following description of the principal terms of the Restated Plan is a summary and is qualified in its entirety by reference to the full text of the Restated Plan, a copy of which is attached as Appendix A to this Proxy Statement.

Types of Awards. The Restated Plan will provide for the following types of awards, each of which is further described below: non-qualified stock options (“NSOs”), incentive stock options (“ISOs”) within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), SARs, restricted stock, RSUs, performance awards, dividend equivalents, or other stock-based or cash-based awards (collectively, the “Awards”).

Administration. The Restated Plan will be administered by a committee of the Board or one or more officers or managers of the Company or any affiliate, to the extent applicable laws permit (the “Committee”). The initial Committee will be the Compensation Committee. The Committee will have the authority to establish rules and
28
2022 PROXY STATEMENTSpectrum Pharmaceuticals

PROPOSAL 3 - APPROVAL OF AMENDED AND RESTATED SPECTRUM
PHARMACEUTICALS, INC. 2018 LONG-TERM INCENTIVE PLAN
guidelines for the administration of the Restated Plan; determine the types of Awards to be granted and the number of shares covered by such Awards; set the terms and conditions of such Awards and cancel, suspend and amend Awards. The Committee has the sole discretion to make determinations and interpret the Restated Plan; provided, however, that the Board may act in lieu of the Committee on any matter. To the extent required to comply with the provisions of Rule 16b-3 of the Exchange Act, it is intended that each member of the Committee will be, at the time the Committee takes any action with respect to an Award that is subject to Rule 16b-3, a “non-employee director” within the meaning of Rule 16b-3; however, a Committee member’s failure to qualify as a “non-employee director” within the meaning of Rule 16b-3 will not invalidate any Award granted by the Committee that is otherwise validly granted by the Committee under the Restated Plan. The Board will not create a subcommittee to evaluate the risk and benefits for issuing shares under the Restated Plan.

Eligibility. Persons eligible to receive Awards under the Restated Plan are those of our employees, consultants and directors who, in the opinion of the Committee, are in a position to contribute to our success; provided, that ISOs may only be granted to our employees and employees of our subsidiaries. As of the date of this Proxy Statement, there are approximately 112 employees, 12 consultants and 7 non-employee directors who are eligible to receive Awards under the Restated Plan.

Share Reserve. The Restated Equity Plan authorizes an increase of 18,000,000 in the number of shares available for issuance under the Restated Plan over the existing Share Reserve under the 2018 Plan. Accordingly, when the new share request is added to the shares previously authorized under the 2018 Plan, the Restated Plan will authorize the issuance of the sum of:
®    39,031,359 shares (consisting of the 18,000,000 shares available for issuance under the 2018 Plan, the 12,600,000 shares added to the Share Reserve pursuant to the January 27, 2022 amendment, the additional 5,400,000 shares added to the Share Reserve pursuant to the April 23, 2022 amendment and restatement, and the 3,031,359 shares that have previously become eligible for issuance under the Restated Plan because of Awards under the 2009 Plan that have terminated, forfeited, canceled or expired unexercised on or after the original effective date of the 2018 Plan and prior to April 23, 2022), plus
®    Any shares that become eligible for issuance under the Restated Plan because of Awards under the 2009 Plan that are terminated, forfeited, canceled or expire unexercised on or after April 23, 2022. A maximum of an additional 3,074,066 shares could become available for future issuance under the Restated Plan in respect of outstanding Awards under the 2009 Plan pursuant to the terms of the Restated Plan.

For the avoidance of doubt:
®    The total number of additional shares the Company is requesting under the Restated Plan (above the existing Share Reserve under the 2018 Plan) is 18,000,000 (of which, 6,016,622 shares are subject to the Contingent Awards (which number is 6,544,705 after giving effect to the full value award multiplier under the Restated Plan under which RSUs count against the share reserve as 1.5 shares for every share subject to the RSU)).
®    The 39,031,359 shares reflected in the Share Reserve above includes shares subject to Awards granted and settled in prior years and is not a reflection of availability for new, future Awards following the effective date of the Restated Plan.
®    The 39,031,359 shares reflected in the Share Reserve above includes all shares that have been added to the Share Reserve under the 2018 Plan as a result of the forfeiture of awards under the 2009 Plan through April 23, 2022.

Under the terms of the Restated Plan, the shares available for issuance may be used for all types of awards under a fungible pool formula. Pursuant to this fungible pool formula, the authorized share limit will be reduced by one share of common stock for every one share subject to an option or SAR granted under the Restated Plan, and by 1.5 shares of common stock for every one share subject to an award other than a stock option or a SAR, such as restricted stock or an RSU.

29
Spectrum Pharmaceuticals2022 PROXY STATEMENT

PROPOSAL 3 - APPROVAL OF AMENDED AND RESTATED SPECTRUM
PHARMACEUTICALS, INC. 2018 LONG-TERM INCENTIVE PLAN
If any shares covered by an Award under the Restated Plan or the 2009 Plan are terminated, forfeited, canceled or expire unexercised without delivery of shares, then the shares covered by such an Award will generally be available for granting Awards under the Restated Plan. Shares covered by an Award under the Restated Plan or the 2009 Plan that are not delivered due to the net settlement or net exercise of a stock option or stock-settled SAR shall not be available for issuance under the Restated Plan, nor will shares repurchased on the open market with the proceeds of an option exercise. This means that the gross number of shares covering a stock-settled SAR will count against the Share Reserve, as opposed to the net shares actually issued upon exercise thereof. Additionally, in the event that withholding tax liabilities arising from an Award under the Restated Plan or the 2009 Plan are satisfied by the withholding of shares by the Company, then the shares so withheld will not be available for Awards under the Restated Plan. Any shares that again become available for grant will be added back in an amount corresponding to the reduction in the Share Reserve previously made in connection with such Award. Awards settled in cash also do not count against the Share Reserve.

In an acquisition, any Awards made and any of the shares delivered upon the assumption of or in substitution for outstanding grants made by the acquired company will not be counted against the Share Reserve. We may also make certain awards under NASDAQ rules, such as inducement awards to new hires or awards under certain plans acquired in acquisitions, that will not count against the Share Reserve.

Dividend equivalents denominated in shares and Awards not denominated, but potentially payable, in shares will be counted against the Share Reserve in such amount and at such time as the dividend equivalents and such Awards are settled in shares. Awards that operate in tandem with (whether granted simultaneously with or at a different time from), or that are substituted for, other Awards or awards granted under the 2009 Plan may only be counted once against the aggregate number of shares available.

On April 22, 2022, the closing sale price of a share of our common stock on The NASDAQ Global Select Market was $1.00.

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

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

30
2022 PROXY STATEMENTSpectrum Pharmaceuticals

PROPOSAL 3 - APPROVAL OF AMENDED AND RESTATED SPECTRUM
PHARMACEUTICALS, INC. 2018 LONG-TERM INCENTIVE PLAN
Limitations on Incentive Stock Options. The aggregate fair market value, determined at the time of grant, of shares of our common stock with respect to ISOs that are exercisable for the first time by a participant during any calendar year under all of our stock plans may not exceed $100,000. The stock options or portions of stock options that exceed this limit or otherwise fail to qualify as ISOs will be treated as NSOs. Subject to certain limited exceptions, no ISO may be granted to any person who, at the time of grant, owns or is deemed to own stock possessing more than 10% of our total combined voting power or that of any affiliate unless the following conditions are satisfied:
®    the exercise price of the ISO must be at least 110% of the fair market value of the common stock subject to the ISO on the date of grant; and
®    the term of the ISO must not exceed five years from the date of grant.

Subject to adjustment for certain changes in our capitalization, the aggregate maximum number of shares of our common stock that may be issued pursuant to the exercise of ISOs under the 2019 Plan is 43,031,359 shares.

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

Restricted Stock and Restricted Stock Units. The Committee may award restricted stock and RSUs and establish the applicable restrictions, including any limitation on voting rights. The Committee may decide to include dividends or dividend equivalents as part of an award of restricted stock or RSUs and may accrue dividends, with or without interest, until the award is paid. The Committee establishes the manner and timing under which restrictions may lapse. If continuous service terminates during the applicable restriction period, shares of restricted stock and RSUs still subject to restriction will be forfeited, except as determined otherwise by the Committee.

Performance Awards and Other Stock-Based Awards. The Committee may grant performance awards, which may be denominated in cash, shares, other securities or other awards and payable to, or exercisable by, the participant upon the achievement of performance goals during performance periods, as established by the Committee. Performance criteria mean any measures, as determined by the Committee, which may be used to measure the level of performance of the Company or participant during a performance period.

Other Awards. The Committee may grant other stock-based awards that are denominated or payable in shares, under the terms and conditions as it determines. The Committee may decide to include dividends or dividend equivalents as part of a performance or other stock-based award, and may accrue dividends, with or without interest, until the award is paid.

Limitations on Transfer. Awards are not transferable other than by will or the laws of descent and distribution unless determined otherwise by the Committee. Awards may not be pledged or otherwise encumbered.

Limitation on Non-Employee Director Compensation. No non-employee director will receive in excess of $600,000 of compensation in any calendar year, determined by adding (1) all cash compensation to such non-employee director and (2) the fair market value of all Awards granted to such non-employee director in such calendar year (determined as of the date of grant); provided, however, that the Board may make exceptions for individual non-employee directors (up to an additional $150,000) in extraordinary circumstances.

31
Spectrum Pharmaceuticals2022 PROXY STATEMENT

PROPOSAL 3 - APPROVAL OF AMENDED AND RESTATED SPECTRUM
PHARMACEUTICALS, INC. 2018 LONG-TERM INCENTIVE PLAN
Minimum Vesting Requirement. The Restated Plan contains a minimum vesting period which provides that Awards will be subject to a minimum vesting period of one year from the date of grant. The required vesting period will not apply: (1) to substitute Awards issued by the Company in connection with an acquisition or other corporate transaction, (2) to Awards delivered in lieu of fully-vested cash awards or payments, (3) Awards delivered in lieu of cash compensation otherwise payable to a non-employee director, where such director has elected to receive an Award in lieu of cash compensation, (4) to Awards granted to non-employee directors for which the vesting period runs from the date of one annual meeting of our stockholders to the next annual meeting and which is at least 50 weeks after the immediately preceding year’s annual meeting, or (5) any other Awards that result in the issuance of an aggregate of up to 5% of the Share Reserve. In addition, the Committee may provide that such one-year vesting restrictions may lapse or be waived upon a participant’s termination of continuous service and/or in connection with a “Change in Control,” as defined below.

Adjustments. In the event of certain corporate transactions or events affecting the number or type of outstanding shares of our common stock, including, for example, a dividend or other distribution (whether in cash or stock), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of shares or issuance of warrants, the Committee may make adjustments as it deems appropriate. These adjustments include changing the number and type of shares to be issued under the Restated Plan and outstanding Awards, and the grant, purchase or exercise price of outstanding Awards.

No Reload. No stock option or SAR will include terms entitling a participant to a grant of stock options or SARs upon exercise of the stock option.

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

Claims Resolution. The Restated Plan imposes a six-month window within which a claim must be asserted after a specific event giving rise to the claim, and prohibits any lawsuits from being commenced more than one year after a claim denial. Any decisions of the Committee that relate to the interpretation and administration of the Restated Plan or any Awards will be upheld in any judicial or arbitration proceeding unless clearly affected by fraud.

Cancellation Right. Subject to applicable law, if the fair market value for shares subject to any stock option or SAR award is more than 50% below their exercise price for more than 90 consecutive business days, the Committee can unilaterally declare such stock option award or SAR terminated.

Clawbacks. The Restated Plan includes a provision whereby, in the event the Committee determines that a participant has committed any “Detrimental Conduct” (as defined below), then (1) no additional shares subject to any outstanding Award granted to the participant shall become vested and/or exercisable, (2) the participant shall forfeit the right to receive the shares underlying any award agreement, to exercise any vested but unexercised portion of an Award, and to vest in any unvested portion of an Award, and (3) the participant shall pay the Company any gains realized by the participant from any Award within one year prior to and including
32
2022 PROXY STATEMENTSpectrum Pharmaceuticals

PROPOSAL 3 - APPROVAL OF AMENDED AND RESTATED SPECTRUM
PHARMACEUTICALS, INC. 2018 LONG-TERM INCENTIVE PLAN
the last day of participant’s status as an director, employee, or consultant, or at any time after the end of such service.

“Detrimental Conduct” shall mean the participant’s serious misconduct or unethical behavior, including any of the following acts (1) any violation of a restrictive covenant agreement (e.g., non-disclosure, non-solicitation, etc.), (2) any conduct that could result in separation from service with the Company for cause, (3) the commission of a serious criminal act (e.g., a felony of any kind or a misdemeanor involving fraud, theft, or breach of fiduciary duty), (4) breach of a fiduciary duty, (5) intentional violation, or grossly negligent disregard of the Company’s policies, rules, or procedures, or (6) the participant taking or maintaining trading positions that result in a need to restate financial results in a subsequent reporting period or that results in a significant financial loss to the Company.

Amendments. The Board will seek stockholder approval of material amendments to the Restated Plan as required by applicable law. The Committee may waive conditions or amend the term of Awards, or otherwise amend or suspend Awards already granted subject to certain conditions.

No Repricing. Except as described above under “Adjustments” and “Effect of Certain Corporate Transactions,” no amendment to the Restated Plan may, without stockholder approval, permit options, SARs, or other stock-based Awards encompassing rights to purchase shares to be repriced, replaced, or regranted through cancellation, or by lowering the exercise price of a previously granted option or the grant price of a previously granted SAR, or the purchase price of a previously granted other stock-based award.

Term. The Restated Plan will terminate on January 26, 2032, but no such termination will affect any outstanding grants under the Plan.

Certain Federal Income Tax Consequences

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

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

Incentive Stock Options. An optionee is not taxed at the time an ISO is granted. The tax consequences upon exercise and later disposition of the underlying shares generally depend upon whether the optionee was an employee of ours or our subsidiary at all times from the date of grant until three months preceding exercise (one year in the case of the optionee’s disability) and on whether the optionee holds the shares for more than one year after exercise and two years after the date of grant of the ISO.

If the optionee satisfies both the employment rule and the holding rule for income tax purposes, the optionee will not recognize income upon exercise of the ISO and we will not be allowed an income tax deduction at any time. The difference between the ISO exercise price and the amount realized upon disposition of the shares by the optionee will constitute either a long-term capital gain or a long-term capital loss.
33
Spectrum Pharmaceuticals2022 PROXY STATEMENT

PROPOSAL 3 - APPROVAL OF AMENDED AND RESTATED SPECTRUM
PHARMACEUTICALS, INC. 2018 LONG-TERM INCENTIVE PLAN

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

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

Restricted Stock Unit Awards, Performance Awards and Other Stock-Based Awards. A participant who receives a restricted stock unit award, performance award or other stock-based award which includes a performance and/or vesting requirement or other restriction that must be satisfied prior to payment will not recognize any income for federal income tax purposes at the time of the grant of such Award and we are not entitled to a deduction at that time.

When any part of a restricted stock unit award, performance award or other stock-based award is paid (in the case of cash) or delivered (in the case of shares) to the participant, the participant will realize compensation taxable as ordinary income in an amount equal to the cash paid or the fair market value of shares delivered.

Income tax withholding requirements (for participants who are employees) generally apply to amounts that are recognized as ordinary income and we generally will be entitled to a deduction in the same amount and at the same time that the participant recognizes ordinary income. Upon the sale of any shares that are delivered to the participant pursuant to an Award, the participant will realize either long-term or short-term capital gain (or loss), depending on how long the shares were held, equal to the difference between the amount realized and the fair market value of the shares on the date the shares were vested or delivered to the participant pursuant to the Award.

Impact of Section 409A. Section 409A of the Code generally applies to deferred compensation. Generally speaking, “deferred compensation” is compensation earned currently, the payment of which is deferred to a later taxable year, and an amount is “vested” on the date that the participant’s right to receive the amount is no longer conditioned on the participant’s performance of services or upon the occurrence of an event (such as a change in control) or the achievement of performance goals that are substantially related to the purpose of the compensation.

Stock options, restricted stock awards, restricted stock unit awards, performance share awards, and other stockbased awards available under the Restated Plan are designed either to be exempt from the requirements of Code Section 409A or to satisfy its requirements. Vested Awards subject to Code Section 409A that fail to satisfy its requirements will subject the Award holder to immediate taxation, an interest penalty, and an additional 20% tax on the amount underlying the Award.

34
2022 PROXY STATEMENTSpectrum Pharmaceuticals

PROPOSAL 3 - APPROVAL OF AMENDED AND RESTATED SPECTRUM
PHARMACEUTICALS, INC. 2018 LONG-TERM INCENTIVE PLAN
Limitations on Our Section 162(m) Deduction. Section 162(m) of the Code limits our deduction for compensation in excess of $1,000,000 paid during a taxable year to our Chief Executive Officer, Chief Financial Officer and our three other highest-paid executive officers, including any person who was described above for any taxable year beginning after December 31, 2016 (collectively, the “Covered Employees”). As a result of Section 162(m), we may not be entitled to a compensation deduction with respect to all or some Awards granted to Covered Employees.

Plan Benefits

The table below presents information about the number of shares that were subject to various outstanding equity awards under the 2018 Plan since inception and prior to the adoption of the amendment to the 2018 Plan on January 27, 2022 and prior to the adoption of the Restated Plan on April 23, 2022 to the individuals and groups listed below which remain outstanding as of April 23, 2022:


Name or Group
Number of Shares Underlying RSAs/RSUs
Granted (#)
Number of Shares Underlying Options/Stock-Settled SARs
Granted (#)
Thomas J. Riga
President and Chief Executive Officer
391,8692,213,752
Kurt A. Gustafson
Former Executive Vice President and Chief Financial Officer
1,155,868
Francois J. Lebel, M.D.
Executive Vice President and Chief Medical Officer
152,969642,508
Keith M. McGahan
Executive Vice President, Chief Legal Officer and Corporate Secretary
127,934682,308
Joseph W. Turgeon
Former President and Chief Executive Officer
2,292,635
All Current Executive Officers as a Group
(3 persons)
672,7723,538,568
All Current Non-Employee Directors as a Group (7 persons)
85,662
1,012,998
Current Director Nominees (Other than Thomas J. Riga):
William L. Ashton14,277174,471
Brittany K. Bradrick
Seth H.Z. Fischer14,277132,804
Juhyun Lim4,75922,601
35
Spectrum Pharmaceuticals2022 PROXY STATEMENT

PROPOSAL 3 - APPROVAL OF AMENDED AND RESTATED SPECTRUM
PHARMACEUTICALS, INC. 2018 LONG-TERM INCENTIVE PLAN
Name or Group
Number of Shares Underlying RSAs/RSUs
Granted (#)
Number of Shares Underlying Options/Stock-Settled SARs
Granted (#)
Jeffrey L. Vacirca14,277162,311
Each Associate of any such Directors, Executive Officers or Nominees
Each Other Person who Received or are to Receive 5% of Such Options or Rights (Other than the Named Executive Officers)
All Current Non-Executive Officer Employees as a Group (107 persons)
3,772,608
1,165,245

36
2022 PROXY STATEMENTSpectrum Pharmaceuticals

PROPOSAL 3 - APPROVAL OF AMENDED AND RESTATED SPECTRUM
PHARMACEUTICALS, INC. 2018 LONG-TERM INCENTIVE PLAN
New Plan Benefits

On January 27, 2022, we granted to three of our executive officers an aggregate of 4,960,457 Contingent Options and 1,056,165 Contingent RSUs, subject to obtaining stockholder approval of the amendment to the 2018 Plan on January 27, 2022 and prior to the adoption of the Restated Plan on April 23, 2022.

The following table sets forth information pertaining to the Contingent Options and Contingent RSUs as of April 23, 2022. In the event stockholder approval of the Restated Plan is not obtained, all of the Contingent Options and Contingent RSUs will be automatically forfeited.

Name or Group
Number of Shares Underlying Contingent Options
Granted (#)
Number of Shares Underlying Contingent RSUs
Granted (#)
Thomas J. Riga
President and Chief Executive Officer
2,567,440
405,040
Kurt A. Gustafson
Former Executive Vice President and Chief Financial Officer
Francois J. Lebel, M.D.
Executive Vice President and Chief Medical Officer
1,488,940
405,040
Keith M. McGahan
Executive Vice President, Chief Legal Officer and Corporate Secretary
904,077
246,085
Joseph W. Turgeon
Former President and Chief Executive Officer
All Current Executive Officers as a Group (3 persons)
4,960,457
1,056,165
All Current Non-Employee Directors as a Group (7 persons)
Current Director Nominees (Other than Thomas J. Riga):
William L. Ashton
Brittany K. Bradrick
Seth H.Z. Fischer
Juhyun Lim
Jeffrey L. Vacirca
Each Associate of any such Directors, Executive Officers or Nominees
37
Spectrum Pharmaceuticals2022 PROXY STATEMENT

PROPOSAL 3 - APPROVAL OF AMENDED AND RESTATED SPECTRUM
PHARMACEUTICALS, INC. 2018 LONG-TERM INCENTIVE PLAN
Name or Group
Number of Shares Underlying Contingent Options
Granted (#)
Number of Shares Underlying Contingent RSUs
Granted (#)
Each Other Person who Received or are to Receive 5% of Such Options or Rights (Other than the Named Executive Officers)
All Current Non-Executive Officer Employees as a Group (107 persons)

Other than as set forth in the table above or with respect to certain awards to be made to our non-employee directors, as described in “Director Compensation,” all other future awards to our executive officers and other employees under the Restated Plan are discretionary and are not subject to set benefits or amounts under the terms of the Restated Plan. Accordingly, such additional benefits or amounts that will be received or allocated to our executive officers and other employees under the Restated Plan are not determinable.

Required Vote of Stockholders

The affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on this Proposal 3 is required for the approval thereof. Abstentions will have the same effect as votes “AGAINST” this Proposal. Broker non-votes will have no effect on the outcome of this Proposal.

Proxies received in response to this solicitation will be voted “FOR” the approval of the amendment and restatement of the Spectrum Pharmaceuticals, Inc. 2018 Long-Term Incentive Plan, as amended, unless otherwise specified in the proxy.

Board Recommendation

OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL TO APPROVE THE AMENDMENT AND RESTATEMENT OF THE SPECTRUM PHARMACEUTICALS, INC. 2018 LONG-TERM INCENTIVE PLAN.
38
2022 PROXY STATEMENTSpectrum Pharmaceuticals




PROPOSAL 4 — RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of our Board is responsible for the appointment, remuneration, retention and oversight of the work of our independent registered public accounting firm. The Audit Committee has selected RSM US LLP (“RSM”) as our independent registered public accounting firm for the fiscal year ending December 31, 2022. The Audit Committee selected RSM after undertaking an auditor selection process to review qualified audit firms, including Deloitte & Touche LLP (“Deloitte”), the Company’s then current independent registered public accounting firm. At the Annual Meeting, we are asking our stockholders to ratify the appointment of RSM as our independent registered public accounting firm because we value our stockholders’ views on our independent auditor.
Although ratification by our stockholders is not a prerequisite to the Audit Committee’s ability to make this selection of our independent registered public accounting firm, it believes that requesting stockholder ratification represents an important corporate governance practice. Accordingly, our stockholders are being asked to ratify, confirm and approve the selection of RSM as our independent registered public accounting firm to conduct the annual audit of our consolidated financial statements and, if required, our internal control over financial reporting for the fiscal year ending December 31, 2022. If our stockholders do not ratify our selection of RSM, this selection will be reconsidered by the Audit Committee; however, since this is a non-binding vote, the Audit Committee may still retain RSM for these fiscal year 2022 services. Conversely, if our stockholders ratify the appointment of RSM, the Audit Committee will continue to conduct an ongoing assessment of their scope of engagement, pricing and work quality, among other factors, and will retain the right to replace RSM at any time.
There will be representatives from RSM present at the Annual Meeting. They will have the opportunity to provide a statement regarding their engagement with the Company, and will be available to answer appropriate questions from stockholders.
Required Vote of Stockholders
 
The affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on this Proposal 4 is required for the approval thereof. Abstentions will have the same effect as votes “AGAINST” this Proposal.
Proxies received in response to this solicitation will be voted “FOR” the ratification of RSM as our independent registered public accounting firm for the fiscal year ending December 31, 2022 unless otherwise specified in the proxy.
Board Recommendation
 
OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE SELECTION OF RSM AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2022.
Change in Independent Registered Public Accountants

On May 26, 2021, the Audit Committee notified Deloitte, the Company’s former accounting firm, that they had been dismissed as the Company’s independent registered public accounting firm and the Company engaged
39
Spectrum Pharmaceuticals2022 PROXY STATEMENT

PROPOSAL 4 - RATIFICATION OF SELECTION OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
RSM as the Company’s new independent registered accounting firm. The Audit Committee approved the change in independent accountants.

The report of Deloitte on our consolidated financial statements as of and for the fiscal year ended December 31, 2020 did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles.

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

We previously reported the change in accounting firms on a Current Report on Form 8-K filed with the SEC on June 2, 2021. We provided Deloitte with a copy of the above disclosures, other than the engagement of RSM, and requested that Deloitte furnish a letter addressed to the SEC stating whether or not it agrees with the foregoing statements. A copy of Deloitte’s letter dated June 2, 2021 was filed as Exhibit 16.1 to our Current Report on Form 8-K filed on June 2, 2021.

During the two fiscal years ended December 31, 2020 and 2019, and the subsequent interim period through May 26, 2021, neither we nor anyone on our behalf consulted with RSM with respect to (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our consolidated financial statements, and no written report or oral advice of RSM was provided to us that RSM concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue; or (b) any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K), or a “reportable event” (as defined in Item 304(a)(1)(v) of Regulation S-K).

Deloitte served as our independent registered public accounting firm from April 9, 2014 to May 26, 2021. During such time, Deloitte rendered audit opinions on our consolidated financial statements and our internal controls over financial reporting included in our Annual Reports on Form 10-K filed with the SEC for the fiscal years ended December 31, 2014 through December 31, 2020.

We provided Deloitte and RSM with a copy of the foregoing disclosures and requested that Deloitte and RSM each review such disclosures. In addition, Deloitte and RSM were given an opportunity to furnish us with a letter addressed to the SEC containing any new information, clarifying our expression of their respective views, or stating the extent to which they do not agree with the foregoing statements. Deloitte and RSM each informed us that it agreed with the foregoing statements and did not furnish such a letter to us or the SEC.
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2022 PROXY STATEMENTSpectrum Pharmaceuticals

PROPOSAL 4 - RATIFICATION OF SELECTION OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Independent Registered Public Accounting Firm Fees
 
The following table summarizes aggregate fees billed to us by Deloitte, our former independent registered public accounting firm, and RSM, our current independent registered public accounting firm, for the fiscal years ended December 31, 2021 and 2020:
 
Year Ended December 31,
20212020
Audit Fees
$504,073$861,000
Audit-Related Fees
$130,550$21,600
Tax Fees
$336,057$249,467
Total
$970,680$1,132,067
The fees billed to us during or related to the fiscal years ended December 31, 2021 and 2020 consist solely of audit fees, audit-related fees, and tax fees, as follows:
Audit Fees.
Represents the aggregate fees billed to us by our principal independent registered public accounting firm for (i) professional services rendered for the audit of our annual consolidated financial statements and our internal control over financial reporting included in our Form 10-K, (ii) reviews of our consolidated financial statements included in our Form 10-Q filings for each fiscal quarter, and (iii) services that are normally provided in connection with registration statements. Audit fees for RSM and Deloitte in 2021 were $395 thousand and $109 thousand, respectively. Audit fees for Deloitte in 2020 were $861 thousand.
Audit-Related Fees.
Represents the aggregate fees billed to us by our principal independent registered public accounting firm for assurance and related services that are reasonably related to the performance of the audit and review of our consolidated financial statements that are not already reported in Audit Fees. These services include accounting consultations and attestation services that are not required by statute and the preparation of consents with respect to registration statements on Form S-3 and Form S-8. Audit-related fees for RSM and Deloitte in 2021 were $72 thousand and $59 thousand, respectively. Audit-related fees for Deloitte in 2020 were $22 thousand.
Tax Fees.
Represents the aggregate fees billed to us by our principal independent registered public accounting firm for professional services rendered for the filing of tax returns and other tax compliance matters, as well as tax advice for certain business events. Tax fees for Deloitte were $336 thousand and $249 thousand in 2021 and 2020, respectively.
All Other Fees.
We did not incur any other fees to RSM or Deloitte during the fiscal years ended December 31, 2021 and 2020.
 
Policy on Audit Committee Pre-approval of Audit and Permissible Non-audit Services of Independent Auditor
All audit and non-audit services by our independent registered public accounting firm were pre-approved by our Audit Committee. For audit services, RSM provides the Audit Committee with an audit plan, including proposed fees in advance of the annual audit. The Audit Committee approves the plan and fees for the audit. Pursuant to its charter, the Audit Committee may establish pre-approval policies and procedures, subject to SEC and NASDAQ rules and regulations, to approve audit and non-audit services, although, it has not yet done so.
 
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CORPORATE GOVERNANCE PRACTICES

We are committed to the highest standards of ethics, business integrity and corporate governance, which we believe will ensure that our Company is managed for the long-term benefit of our stockholders. Our governance practices are designed to establish and preserve accountability of our Board of Directors and management, provide a structure that allows our Board to set objectives and monitor performance, ensure the efficient use and accountability of resources and enhance stockholder value. We believe that our Board of Directors’ primary functions are to appoint, evaluate and hold accountable management, oversee key strategic, operational and compliance risks and ensure optimal capital allocation such that long-term stockholder value is maximized.

We believe part of effective corporate governance includes active engagement with our stockholders. We value the views of our stockholders and other stakeholders, and we communicate with them regularly and solicit input on a variety of issues. We remain committed to investing time with our stockholders to increase transparency and better understand our stockholder base and their perspectives.

Stockholder Engagement. Our Board and executive management team recognize the benefits that come from robust dialogue with stockholders and other relevant parties and we have embraced an active engagement strategy for many years. We engage with stockholders throughout the year in order to:
®    Provide visibility and transparency into our business strategy, capital allocation, corporate governance, executive compensation and our environmental, social and governance initiatives;
®    Discuss with our stockholders the issues that are important to them, hear their expectations for us and share our views; and
®    Assess emerging issues that may affect our business, inform our decision making, enhance our corporate disclosures and help shape our practices.

Corporate Responsibility. Our passion for developing medicines that make a meaningful difference in patients’ lives is reflected in our commitment to corporate social responsibility and stewardship, including environmental sustainability, diversity, equity and inclusion and other key initiatives. We are environmentally conscious and seek to operate our business in a sustainable manner that will benefit our employees, investors, the patients and the communities we serve, and that will support our successful growth over the long term. We seek to build human rights awareness, and continuously strive to attract a diverse pipeline of talent for our Company. We adhere to strong corporate governance principles, while incorporating best practices to guide our corporate behavior and actions.

Corporate Governance Guidelines

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

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Codes of Business Conduct and Ethics

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

Our Compliance Committee oversees our overall ethical culture. We require employees to maintain the highest possible ethical standards in their dealings with customers, third parties, suppliers, competitors, co-workers, and the public in general. The integrity, reputation, and profitability of Spectrum ultimately depend upon the individual actions of each employee. We work with management to set and communicate Spectrum’s ethical “tone”, which guides our conduct and protects our reputation. We believe employees’ actions are significantly influenced by an organization’s culture and the corporate environment influences how employees make decisions. We maintain a robust ethics and compliance program directed by our Chief Compliance Officer, with whom the Board meets regularly.

We encourage employees to communicate concerns before they become problems. We believe that building and maintaining trust, respect and communication between employees and management and between fellow employees is critical to the overriding goal of conducting business with honesty, fairness and integrity. Copies of the Codes are posted on our website at https://www.sppirx.com/corporate-compliance.html.

The Spectrum Compliance Helpline provides confidential, secure, and anonymous reporting available 24 hours a day. Additionally, our Global Compliance Officer also provides confidential resources for employees to surface their concerns without fear of retaliation.

Environmental, Social and Governance (“ESG”) Matters

At Spectrum, we recognize that long-term excellence and profitability require sustainable practices. Sustainability can mean many things, and for Spectrum it is an evolving and developing effort. Our core values emphasize the safety and sustainability of our drugs, people and the communities in which we operate, and we continually review and refine our efforts to enrich those communities, improve the health and safety of our employees, ensure the sustainability and quality of our workforce and lessen our environmental impact.

In 2021 we published the Company’s first comprehensive sustainability report. This inaugural Sustainability Report is posted on our website, www.sppirx.com, under the “Corporate Responsibility” section of the website. Our Sustainability Report is a milestone for us as a company, showcasing not only the novel therapies we intend to bring to our patients, but also the broader responsibility we take on as a company. The report takes into account our key stakeholders, and we look to the guidance from the Institutional Shareholder Services (ISS) Environment, Society and Governance (ESG) standards, and the Sustainability Accounting Standards Board (SASB) framework for Biotechnology & Pharmaceuticals. We believe these efforts reflect the best interests of our patients, stakeholders and the communities in which we operate and serve.

Our Board and executive management team are focused on integrating sustainable and responsible business practices into our strategy and operations. The Company’s policy is to take into consideration the long-term interests of the Company, its stockholders, and other stakeholders, including patients, employees, the healthcare community, regulators, suppliers, and local communities. In doing so, our responsibility strategy centers on three focus areas:
®    Improving the lives of people with serious diseases
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®    Fostering a culture of integrity and excellence
®    Building sustainable communities

Making a difference is ingrained in our corporate culture and integral to our purpose. We go to incredible lengths at Spectrum to impact the lives of patients by increasing access to medicine, providing support to patients and their caregivers, physicians, advocacy groups, communities and beyond. We know that our efforts contribute not just to Spectrum’s long-term success and sustainability but also to the broader world. Key ESG factors we believe strongly support Spectrum’s long-term sustainability include:

Our Governance

We employ strong corporate governance principles and practices.
Our Board is predominantly independent with a balance of skills and experience and an emphasis on independent oversight and continuous improvement.
Our Board is diverse in experience, education, talents, gender and race.
We employ an annual director assessment process that has resulted in Board refreshment, with six directors joining the Board since 2018.
We are committed to frequent and active stockholder engagement with a regular outreach program. Stockholder feedback has influenced improvements to our governance, compensation programs and ESG disclosure.
The Board actively considers matters of sustainability, with particular focus on key ESG factors important to Spectrum’s sustainability goals.
Our Purpose and Our Focus on Ethics and Integrity

We are committed to a corporate culture of compliance and integrity.
Ours is a culture of commitment to making a difference by (i) acquiring, developing, and commercializing novel and targeted drug products, with a primary focus on oncology, (ii) supporting patient advocacy efforts, and (iii) giving back to the community.
Integrity, honesty and doing the right thing are integral to everything we do at Spectrum and embedded in our Codes of Business Conduct and Ethics. Through our core values of people, patient focus and quality, we work to better the lives of patients and the communities where we work, live and serve.
We value the trust and reputation behind Spectrum’s name and promote high standards of integrity, conducting our affairs in an honest and ethical manner, supported by our strong Compliance and Ethics Program.
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Our Approach to Human Capital Management

We are committed to cultivating and advancing diversity in all forms as well as building a strong culture.
Inclusion and belonging are paramount, where all Spectrum employees strive to be open and inclusive leaders and teammates. Our culture is what unifies our employees across our diverse business model and ensures we are positioned to understand the needs of patients and improve their quality of life where we can.
Spectrum places significant value on fostering and enabling growth for our employees, both personally and professionally, and we are committed to providing a safe, healthy, innovative, and diverse work environment.
Minimizing Environmental Impacts

We aim to conduct our business in a responsible way that minimizes environmental impacts.
We are committed to furthering sustainable practices across our business, including minimizing and, if practicable, eliminating the use of any substance or material that may cause environmental damage; reducing waste generation and disposing of all waste through safe and responsible methods; minimizing environmental risks by employing safe technologies and operating procedures; and requiring the same of our vendors and partners throughout our supply chain.
Board Leadership Structure
 
We do not currently have a policy as to whether the same person should serve as both the Chief Executive Officer and the Chairman of the Board. However, our Board has determined that the roles of Chairman and Chief Executive Officer should be separate at the current time. Our Board of Directors believes that there is no single, generally accepted approach to providing board leadership and that, given the dynamic and competitive environment in which we operate, the appropriate Board leadership structure may vary as circumstances change.
On June 17, 2021, our Board appointed Mr. Ashton, an independent director, as the Chairman of the Board. Our Chairman’s responsibilities and authority include the following:
®    Serving as the Chairman of Board meetings, including during executive sessions of independent directors;
®    Establishing the schedule and agenda for Board meetings and approving information to be sent to our Board;
®    Presiding over any portion of Board meetings at which the performance of our Board is presented or discussed;
®    Establishing the agenda for meetings of the independent directors and presiding over such meetings;
®    Coordinating with the committee chairs, as needed, regarding meeting agendas, informational requirements and other matters, as appropriate;
®    Serving as the liaison between the Chief Executive Officer and the independent directors, including providing
feedback from the Board to the Chief Executive Officer after each regularly scheduled meeting of the Board;
®    Being available for communications with stockholders, as appropriate and in accordance with our policy on
stockholder communications with our Board; and
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®    Performing such other duties as our Board may establish or delegate.
Our Board of Directors believes that this structure provides an efficient and effective leadership model for our Company at this time. In considering its leadership structure, our Board of Directors has taken into account that it consists of a substantial majority of independent directors who are highly qualified and experienced, has a Chairman with defined corporate governance responsibilities, the Board’s Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are each comprised entirely of independent directors, and that it has regular interactions outside of Board and committee meetings with our management, including our Chief Executive Officer. Consequently, the independent directors directly oversee such critical items as the Company’s financial statements, executive compensation, the selection and evaluation of directors and the development and implementation of our corporate governance programs. Our Board of Directors believes that we have an appropriate balance between the authority of those who oversee our Company and those who manage it on a day-today basis.
The Board will continue to review our Board leadership structure as part of the succession planning process. We believe that our leadership structure, in which the roles of Chairman and Chief Executive Officer are separate, together with independent key committees, is and will continue to be effective and is the optimal structure for our Company and our stockholders.
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Board Composition and Diversity
The skills matrix below identifies our director nominees’ prominent experiences and qualifications by name. Each director nominee brings his or her own unique background and range of expertise, knowledge and experience which provides an appropriate and diverse mix of qualifications necessary for our Board to effectively fulfill its oversight responsibilities. By its nature, the information contained in this summary is not intended to be exhaustive, but aims to convey the general breadth of experience and qualifications that our director nominees bring to their work on the Spectrum Board of Directors to oversee strategy, performance, culture and risk at the Company.
Skill/ExperienceAshtonBradrickFischerLimRigaVacirca
Financial Experienceüüüüü
Audit Committee Financial Expertiseüüü
Public Company Experienceüüüüüü
Executive Leadershipüüüüüü
Business Developmentüüüüüü
Quality, Regulatory or Scientificüü
Strategic Planningüüüüüü
Drug Developmentüü
Sales, Marketing & Brand Managementüüüüü
Risk Managementü


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Board Diversity Matrix

The following Board Diversity Matrix presents our Board diversity statistics in accordance with Nasdaq Rule 5606, as self-disclosed by our directors.
BOARD DIVERSITY MATRIX (as of April 26, 2022)
Total Number of Directors8
FemaleMaleNon-BinaryDid Not Disclose Gender
Part I: Gender Identity
Directors35
Part II: Demographic Background
African American or Black
Alaskan Native or Native American
Asian11
Hispanic or Latinx
Native Hawaiian or Pacific Islander
White24
Two or More Races or Ethnicities
LGBTQ+
Did Not Disclose Demographic Background

 
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Our director nominees reflect those efforts and the importance of diversity to the Board. Of our 6 director nominees:
https://cdn.kscope.io/31aa21d7133252d250be33089b3ee0f0-pic1a.jpg


https://cdn.kscope.io/31aa21d7133252d250be33089b3ee0f0-pic2a.jpg
https://cdn.kscope.io/31aa21d7133252d250be33089b3ee0f0-pic3a.jpg

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Board Independence
Our Board leadership structure supports the independence of our non-management directors. The independent directors meet in an executive session at each Board meeting, and each of the standing Board committees (discussed below) is comprised solely of and led by independent directors. In determining whether members of our Board are independent, the Board reviews a summary of our relationships with each director and other facts relevant to the analysis of whether the directors qualify as “independent directors” under the NASDAQ Listing Rules. The NASDAQ Listing Rules have objective tests and a subjective test for determining who is an "independent director." The subjective test states that an independent director must be a person who lacks a relationship that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Board has not established categorical standards or guidelines to make these subjective determinations, but considers all relevant facts and circumstances.
The Board has affirmatively determined that Messrs. Ashton and Fischer and Ms. Bradrick and Dr. Vacirca are independent directors pursuant to the NASDAQ Listing Rules. Mr. Riga does not qualify as independent because of his current employment as the Company's President and Chief Executive Officer and Ms. Lim does not qualify as independent because of her current employment at Hanmi Science and Hanmi Pharmaceutical. Mr. Turgeon did not qualify as independent during his service on the Board in 2021. All members of the Audit, Compensation and Nominating and Corporate Governance Committees are independent pursuant to the NASDAQ Listing Rules. In addition, the members of the Audit Committee are independent directors pursuant to the heightened independence criteria for members of Audit Committees set forth in SEC rules.
Board Evaluation Process
Our Board believes that a robust and constructive Board and committee evaluation process is an essential component of board effectiveness. Each year, our Board conducts a comprehensive evaluation process, overseen by the Nominating and Corporate Governance Committee, of both its own effectiveness, as well as the effectiveness of each of its members. Our Board’s annual evaluation also is a key component of its director nomination process and succession planning.
The Nominating Committee, in consultation with our Independent Chairman, reviews and determines the overall process, scope, and content of our Board’s annual self-evaluation process. As provided in its charter, each of our Board’s standing committees also conducts a separate self-evaluation process annually which is led by the committee chair. Our Board’s and each committee’s self-evaluation includes a review of the Corporate Governance Guidelines and its committee charter, respectively, to consider any proposed changes.
The Nominating Committee has continued to enhance the form and scope of the Board’s self-evaluation process based on director feedback, best practices, experience, and regulatory expectations.
 
The Nominating Committee reviews best practices annually relating to Board and committee self-evaluation processes and makes changes to the form and scope of its evaluation so that the process continues to provide the Board with an effective mechanism to evaluate the Board’s performance and effectiveness and make changes the Board determines are necessary and appropriate.
Director Attendance at Meetings
During 2021, the Board held six meetings and acted by unanimous written consent four times. All directors attended more than 85% of all Board meetings and meetings of Board committees on which they were members during fiscal year 2021. The independent, non-management directors meet separately in regularly scheduled executive sessions without members of management (except to the extent that the non-management directors request the attendance of a member of management). A Board meeting is typically scheduled in conjunction with our Annual Meeting, and it is expected that our directors will attend the Annual Meeting absent good reason. In 2021, COVID-19 prevented Board members from attending the 2021 Annual Meeting of Stockholders. The Chief
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Financial Officer and Chief Legal Officer attended the 2021 Annual Meeting of Stockholders in-person in Henderson, Nevada. If a director is unable to attend a meeting, he or she must notify the Board and attempt to participate in the meeting by telephone, if possible.
CEO and Executive Succession Planning
Succession planning and talent development are important at all levels within the Company. The Board regularly reviews short and long-term succession plans for the CEO and other executive officers. In assessing possible CEO candidates, the independent Directors identify the skills, experience and attributes they believe are required for an effective CEO in light of the Company’s business strategies, opportunities and challenges. More broadly, the Board engages with the Company’s leadership team on matters of talent and culture, including around the development of the Company’s talent pipeline and advancing diversity and inclusion efforts across the enterprise. The Board’s succession planning activities are strategic, long-term and supported by the Board’s committees and external consultants, as needed, and Directors have substantial opportunities to engage with possible succession candidates.
This succession planning process most recently resulted in the Board’s unanimous election of Thomas Riga to succeed Joseph Turgeon as President and CEO, effective December 30, 2021. The Board also elected Mr. Riga as a member of the Board, effective December 30, 2021. The Board regularly observes members of senior management and high potential leaders in a variety of formal and informal settings including Board meetings, visits to our offices and director education seminars. The Nominating Committee oversees senior management succession planning and facilitates periodic Board executive session discussions regarding the qualifications and attributes of members of senior management and assessments of their potential for senior management positions.
Committees of the Board
Our Board has three standing committees: Audit; Compensation; and Nominating and Corporate Governance. All of the standing committees of the Board are comprised entirely of independent directors. Each committee has a written charter that describes its responsibilities, and each charter is available on our website at https://investor.sppirx.com/corporate-governance. Each committee has the authority, as it deems appropriate, to independently engage outside legal, accounting or other advisors or consultants. In addition, each committee annually conducts a review and evaluation of its performance and reviews and reassesses its charter. The Board intends to reevaluate the composition of each of the committees at its meeting immediately following the Annual Meeting. The table below provides information about the Board committee memberships that our independent directors currently hold.
Board Committee Membership
Independent Director(1)
AuditCompensationNominating and Corporate Governance
William L. Ashton
MemberMember
Nora E. Brennan
ChairMember
Seth H.Z. Fischer
MemberMember
Jeffrey L. Vacirca
ChairMember
Dolatrai M. Vyas
MemberMember
Bernice R. Welles
MemberChair
(1)    The Chairman of the Board may attend each Committee meeting, except to the extent that a Committee requests to meet without the Chairman present.

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Audit Committee.
The Audit Committee is comprised of Messrs. Ashton, Fischer, Dr. Welles and Ms. Brennan (Chair), each of whom satisfied the NASDAQ and SEC “independence” and other rules for Audit Committee membership. The Audit Committee held four meetings during fiscal year 2021. Our Board determined that Messrs. Ashton, Fischer, Dr. Welles and Ms. Brennan were “audit committee financial experts” within the meaning of SEC rules.
The principal responsibilities of the Audit Committee include but are not limited to:
    Duly appointing and overseeing the quality and scope of work conducted by the independent registered public accounting firm;
    Reviewing independence qualifications and quality-control procedures of the independent registered public accounting firm;
    Overseeing and monitoring the Company’s internal controls over financial reporting; and
    Discussing with management and the independent registered public accounting firm, the quality of its quarterly and annual financial statements and related disclosures, prior to its filing with the SEC.
Compensation Committee.
The Compensation Committee is comprised of Drs. Vacirca (Chair) and Vyas, Ms. Brennan and Mr. Fischer. The Compensation Committee held five meetings during fiscal year 2021. Our Board determined that each of the members was an “independent director” within the meaning of the NASDAQ Listing Rules.
For additional information about the role and responsibilities of the Compensation Committee, see the “Compensation Discussion and Analysis — Role of Compensation Committee in Determining Executive Compensation” section of this Proxy Statement.
Nominating and Corporate Governance Committee.
The Nominating Committee is comprised of Drs. Welles (Chair), Vacirca and Vyas and Mr. Ashton. Our Board determined that each of the members was an “independent director” under the NASDAQ Listing Rules. The Nominating Committee held four meetings during fiscal year 2021.
The principal responsibilities of the Nominating Committee include but are not limited to:
    Director nomination. Determining selection criteria and appointment procedures for our Board and committee members and making recommendations regarding nominations and committee appointments to the full Board;
•    Board and committee composition. Periodically assessing the scope and composition of our Board and its committees;
•    Succession planning. Developing and overseeing succession planning and talent management for CEO, other senior leadership positions and directors;
•    Corporate governance. Advising the Board on corporate governance matters and overseeing the Company’s corporate citizenship and sustainability strategy (including, but not limited to, corporate social responsibility, environmental quality and diversity and inclusion); and
•    Board and Committee evaluations. Developing and overseeing the evaluation process for our Board and its committees.

Juhyun Lim, one of our director nominees, was appointed to the Board as a designee of Hanmi Pharmaceutical (“Hanmi”), pursuant to the terms of that certain Securities Purchase Agreement, dated January 23, 2022, between the Company and Hanmi (the “Securities Purchase Agreement”). Under the terms of the Securities Purchase Agreement, for so long as Hanmi shall own at least five percent of the total issued and outstanding shares of the Company’s common stock, the Company shall take any and all action reasonable necessary to nominate and
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appoint a designee of Hanmi to serve as a member of the Board. In selecting and making recommendations to the Board for director nominees, the Nominating Committee may consider suggestions from many sources, including our stockholders. Any such director nominations, together with appropriate biographical information and qualifications, should be submitted by the stockholder(s) to the Chairman of the Nominating Committee of our Board of Directors, c/o Spectrum Pharmaceuticals, Inc., 11500 South Eastern Avenue, Suite 220, Henderson, Nevada 89052, following the procedures set forth in the Company’s bylaws. Director nominees submitted by stockholders are subject to the same review process as director nominees submitted from other sources, such as other Board members or senior management. No director nominations by stockholders have been received as of the filing of this Proxy Statement.
Board/Committee Primary Areas of Risk Oversight
Our management has the primary responsibility for identifying and managing our business risks, including by overseeing and implementing enterprise risk management. Our Board of Directors actively oversees potential risks and our risk management activities, including by discussing with management our risks and the management of such risks at meetings of the Board and its committees. Our Board believes that a fundamental part of risk management is understanding the risks that we face, monitoring these risks and adopting appropriate control and mitigation of these risks.
Our Board oversees the management of material risks facing the Company. Spectrum is committed to fostering a company culture of risk adjusted decision-making without constraining reasonable risk-taking and innovation. Our Board and its committees oversee our efforts to foster this culture. Our Board regularly receives information about our material strategic, operational, financial and compliance risks and management’s response to, and mitigation of, such risks. In addition, our risk management systems, including our risk assessment processes, internal control over financial reporting, compliance programs and internal and external auditing procedures, are designed to inform management and our Board about our material risks. As part of its risk oversight function, our Board and its committees review this framework, its operation and our strategies for generating long-term value for our stockholders to ensure that such strategies will not motivate management to take excessive risks.
The Board does not have a standing risk management committee, but administers this function directly, as well as through committees of the Board. For example, the Audit Committee assists the Board in its risk oversight function by reviewing and discussing with management its financial accounting and compliance matters, including risks associated with:
accounting, financial reporting, tax compliance, disclosure controls and internal controls over financial reporting;
legal matters that may have a material impact on the Company's financial statements or involve governmental investigation or allegations of fraud or breach of fiduciary duty; and
the ethics compliance program.
The Compensation Committee oversees management of risk relating to personnel and compensation issues, such as risks associated with:
the Company's executive compensation plans and practices; and
cash incentive plans, equity incentive plans, profit sharing plans, deferred compensation plans and similar programs.

The Nominating Committee manages risks relating to corporate governance issues, including periodic evaluation as to whether identified risks are assigned to the appropriate Board committee (or to the Board) for oversight, as well as risks associated with:

Board independence, effectiveness and organization;
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the director nominee evaluation process; and
the Company's succession planning for the Company's executive officers.

In addition, our Global Compliance Officer monitors our corporate compliance program and our compliance with applicable laws, rules and regulations and provides reports to our Board with respect to compliance matters and any related issues. The full Board considers strategic risks and opportunities and receives reports from the committees regarding risk oversight in their areas of responsibility as necessary. We believe our Board leadership structure facilitates the division of risk management oversight responsibilities among the Board committees and enhances the Board’s effectiveness in fulfilling its oversight function with respect to different areas of our business risks and our risk mitigation practices.
Communications with the Board
Stockholders who wish to contact members of our Board may send email correspondence to: ir@sppirx.com. If stockholders would like to write to the Board, they may also send written correspondence to the following address: Board of Directors, c/o Spectrum Pharmaceuticals, Inc., 11500 South Eastern Avenue, Suite 220, Henderson, Nevada 89052. Stockholders should provide proof of share ownership with their correspondence. It is suggested that stockholders also include contact information. All stockholder communications will be received and processed by the Investor Relations Office, and then directed to the appropriate member(s) of the Board. In general, correspondence relating to accounting, internal accounting controls or auditing matters will be referred to the Chairperson of the Audit Committee, with a copy to the Nominating Committee. All other correspondence that is directed to the Board generally will be referred to the Chairperson of the Nominating Committee. To the extent correspondence is addressed to a specific director or requires a specific director’s attention, it will be directed to that director.
Anti-Hedging Policy
We have adopted an anti-hedging policy that prohibits any of our or our subsidiaries’ directors, officers or other employees from, at any time, directly or indirectly, engaging in any kind of hedging transaction that could reduce or limit such person’s holdings, ownership or interest in or to any of our shares of common stock or other securities, including without limitation outstanding stock options, deferred share units, restricted share units, or other compensation awards the value of which are derived from, referenced to or based on the value or market price of our securities. Prohibited transactions include the purchase by a director, officer or other employee of financial instruments, including, without limitation, prepaid variable forward contracts, instruments for short sale or purchase or sale of call or put options, equity swaps, collars, or units of exchangeable funds, that are designed to or that may reasonably be expected to have the effect of hedging or offsetting a decrease in the market value of any of our securities. A copy of the anti-hedging policy is posted on our website at https://investor.sppirx.com/corporate-governance.
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2022 PROXY STATEMENTSpectrum Pharmaceuticals


REPORT OF THE AUDIT COMMITTEE
The Audit Committee of our Board is responsible for assisting our Board in fulfilling its oversight responsibilities regarding our financial accounting and reporting process, system of internal control, audit process, and process for monitoring compliance with laws and regulations. The Audit Committee operates pursuant to a written charter, a copy of which is posted on our website at https://investor.sppirx.com/corporate-governance. The Audit Committee met four times during fiscal 2021. All members of the Audit Committee are non-employee directors and satisfy the current NASDAQ Listing Rules and SEC requirements with respect to independence, financial literacy and experience.
Our management has the primary responsibility for our consolidated financial statements as well as our financial reporting process, accounting principles and internal controls. RSM US LLP, our independent registered public accounting firm in 2021, is responsible for performing an audit of our consolidated financial statements and expressing an opinion as to the conformity of such financial statements with generally accepted accounting principles.
In this context, the Audit Committee has reviewed and discussed our audited consolidated financial statements as of and for the year ended December 31, 2021 with our management and our independent registered public accounting firm. The Audit Committee has discussed with our independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. The Audit Committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB (Rule 3526) regarding the independent accountants’ communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the accounting firm’s independence.
Based on the foregoing, the Board of Directors has approved the inclusion of the audited consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.
Nora E. Brennan, Chair
William L. Ashton
Seth H.Z. Fischer
Bernice R. Welles

The foregoing Report of the Audit Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any of our other filings under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent we specifically incorporate this Report by reference therein.
 
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COMPENSATION DISCUSSION AND ANALYSIS
Named Executive Officers
This Compensation Discussion and Analysis (CD&A) describes our compensation strategy, philosophy, policies and practices underlying our executive compensation programs for 2021. It also provides information regarding the compensation that was earned by and awarded to our 2021 named executive officers, whom we refer to collectively as “named executive officers” or “NEOs.”
Name
Title
Thomas J. Riga(1)
President, Chief Executive Officer and Director
Francois J. Lebel, M.D.
Executive Vice President and Chief Medical Officer
Keith M. McGahan
Executive Vice President, Chief Legal Officer and Corporate Secretary
Kurt A. Gustafson(2)
Former Executive Vice President and Chief Financial Officer (Principal Financial Officer)
Joseph W. Turgeon(3)
Former President and Chief Executive Officer
(1) Effective December 30, 2021, Mr. Riga was appointed as our President and Chief Executive Officer and as a member of the Board.
(2) Effective March 18, 2022, Mr. Gustafson resigned as Executive Vice President and Chief Financial Officer.
(3) Effective December 30, 2021, Mr. Turgeon retired from his role as President and Chief Executive Officer and as a director of the Company.
Executive Summary

We view compensation practices as an avenue to communicate and reinforce our goals and standards of conduct, as well as a means to reward NEOs for their achievements. Our compensation philosophy is grounded in promoting stockholder interests by aligning compensation with the realization of our business objectives and increased long-term stockholder value. Under our compensation philosophy, we are committed to providing a competitive total compensation package that drives employee engagement and performance which, in turn, helps drive our business strategy and success.

Our Company’s executive compensation program is overseen by the Compensation Committee (the “Committee”)
with the advice and support of the Company’s independent compensation consultant as well as the Company’s management team. The Committee is responsible for establishing our company-wide compensation philosophy and practices and for determining the compensation for our four NEOs listed in the compensation tables of this Proxy Statement, based on the recommendations of our President and Chief Executive Officer.

The Committee is committed to ensuring that our executive compensation program promotes the alignment of executives’ and stockholders’ interests. We have designed our executive compensation program to attract and retain outstanding leaders, to motivate and reward them for achieving specified business and financial goals, and to support the creation of sustainable stockholder value. In this CD&A, we describe our philosophy and approach to executive compensation.

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COMPENSATION DISCUSSION AND ANALYSIS
Compensation Governance and Pay Principles
Governance Practices
Below we highlight certain of our key practices that we consider good governance features of our executive compensation program.
Practices We Use
Practices We Don’t Use
ü


ü




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

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

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

Peer Group Selection. We conduct a robust annual review and validation of our compensation peer group to ensure that the number of peer companies is appropriate and each peer company remains comparable.
 
Insider Trading Policy. We have a robust insider trading policy that was updated in 2020.

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

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



𝕩



𝕩
No Excessive Perquisites. We provide only limited perquisites to our NEOs that are intended to facilitate them in the performance of their duties.
 
No In-the-Money Options or SARs. We do not grant options or SARs with an exercise price less than the fair market value of our common stock on the date of grant.
 
No Excise Tax Gross-Ups. We do not provide any change-in-control tax gross-ups to our NEOs.

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

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

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




ü




ü

𝕩



𝕩


𝕩


ü





ü
Pay Principles
We believe our executive compensation program is thoughtful, consistent and continues to align with the Company’s business strategies.
®    We align pay with Company performance and to support a long-term, high-performance business model.
®    We measure performance against challenging goals established at the start of each performance cycle that are aligned with our key business priorities.
®    We discourage imprudent risk taking by avoiding undue emphasis on any one metric or short-term goal.

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COMPENSATION DISCUSSION AND ANALYSIS
Say-On-Pay Vote

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

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

Our executive compensation program is designed to drive the creation of long-term stockholder value by delivering performance-based compensation that is competitive with our peer group in order to attract and retain extraordinary leaders who can perform at high levels and succeed in a demanding business environment. We aim to achieve this by designing our executive compensation program that is:

®    Mission Focused and Business Driven. Our executive compensation program supports the relentless pursuit of delivering meaningful and innovative therapies to patients by providing our executives with incentives to achieve the near- and long-term objectives of our business. Substantially all of our incentive compensation programs for our executives are tied directly, and meaningfully, to Company performance. Our objective is to emphasize the importance of achieving short-term goals while building and sustaining a foundation for long-term success.

®    Competitively Advantageous. We benchmark our executive compensation program against a peer group of biotechnology and pharmaceutical companies that we believe are representative of the companies we primarily compete with for talent, that are similar to us in business scope and size, including revenue and market capitalization, business focus and geographic scope of operations. We also review broader market data, as further described below, to provide additional context for compensation decisions. Peer group and market practices are among the many factors we take into account in developing our executive compensation program that we believe are most effective, and which enable us to recruit, retain and motivate our leadership team to achieve their best for Spectrum and our stockholders.

®    Ownership Aligned. At Spectrum, we believe every employee contributes to the success of the Company and, as such, every employee has a vested interest in the Company’s success. To reinforce this alignment with our stockholders, we strongly encourage stock ownership through our equity-based compensation programs. For members of our executive team, including our NEOs, who set and lead the future strategic direction of our
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2022 PROXY STATEMENTSpectrum Pharmaceuticals

COMPENSATION DISCUSSION AND ANALYSIS
Company, we ensure that a significant portion of their total pay opportunities are equity-based to maintain alignment between the interests of our executive officers and our stockholders.

®    Flexible. We are committed to providing flexible benefits designed to allow our diverse workforce to have reward opportunities that meet their varied needs so that they are inspired to perform their very best on behalf of patients and stockholders each day.
The Committee regularly assesses the elements of our executive compensation program to ensure that pay is tied to performance and that it is using executive compensation components that it believes will most cost effectively attract and motivate executive officers. The Committee structures the executive compensation program to reward our NEOs when performance achieves or exceeds goals. A significant component of our incentive structure is weighted towards overall leadership team performance against targeted goals (rather than individual performance), so that if we meet or exceed our goals, the team earns target or above awards. Conversely, if the team fails to meet the minimum thresholds, components of performance-based compensation will not be awarded.
Compensation Objectives
When reviewing and approving our executive compensation program, the Committee is guided by the following five compensation objectives:
Attract the Right Executives
Attract and retain exceptional and accomplished executives with the relevant experience and skills required to direct our strategic objectives.
Motivate the Right Executives
Provide a total compensation package that is highly competitive within the life sciences industry and, more specifically, as compared to a like-situated peer group of companies.
Pay for Performance
Tie significant portions of compensation to performance and achievement of our short-term and long-term business goals and ensure that compensation focuses on corporate performance over individual performance.
Align with Stockholder Interests
Align the interests of our executives with those of our stockholders by tying significant portions of pay to performance, paying a portion of compensation in equity and subjecting equity compensation to multi-year vesting periods.
Retain the Right Executives
Retain and engage high-performing executives with the leadership abilities and experience necessary to drive performance and create stockholder value by providing each NEO with compensation opportunities that are competitive with market practices and within our cost structure.
Our Compensation Committee believes that our executive compensation program should include short- and long-term performance incentive components, including cash and equity-based compensation, and should reward consistent performance that meets or exceeds expectations. The Committee evaluates both performance and compensation to make sure that the total compensation provided to our NEOs remains competitive relative to compensation paid by companies of similar size and stage of development, operating in the biotech industry and appropriately reflects our relative performance and our own strategic objectives.
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COMPENSATION DISCUSSION AND ANALYSIS
How Our Pay Supports Our Strategy
Our compensation program is one of the most powerful tools for shaping our executives’, as well as our organization’s behavior and influencing our Company performance. Our program is designed to drive performance, retain top performers, promote responsible behavior and impact our return to stockholders. Our articulated philosophy provides the ability to react to the changing circumstances of our market and serves as an asset to the Company.
Our compensation program promotes the type of executive behavior we need to meet our overall vision in an efficient way. It can contribute to our objectives through our mix of base pay and performance pay and the specific ways we deliver these components. As detailed in other sections, we proactively assess and adjust our reward system to ensure that it continues to support our business strategies in the most efficient and effective way.
Compensation Elements
In furtherance of the Committee’s compensation philosophy, the Committee believes that using a combination of three principal compensation elements – base salary, annual cash bonus, and equity incentive awards – appropriately delivers on our executive compensation objectives. The Committee also uses other compensation elements, including standard benefits and perquisites, as well as change of control benefits for certain executives, which it views as necessary components of a competitive program.
In assessing the “total compensation” opportunity for each named executive officer, and determining the value with respect to each compensation element, the Committee generally seeks to weight the compensation mix heavily towards performance-based compensation (annual cash bonuses and equity awards), which we refer to as “at-risk” compensation, and seeks to limit the level of “guaranteed” compensation, such as cash compensation (base salary, benefits, and perquisites). In doing so, the Committee is mindful of the appropriate mix between guaranteed pay and at-risk pay to mitigate the potential for excessive risk taking.
The Committee also strives to provide a significant proportion of the total compensation opportunity in the form of non-cash (such as restricted stock, stock appreciation rights, stock options and performance-based restricted stock units) rather than cash components. The Committee does so to allow the NEOs to be financially rewarded for exceptional Company performance to further align the interests of the NEOs with those of our stockholders.
Governance of Executive Compensation Program
Role of Compensation Committee in Determining Executive Compensation
The Committee seeks to ensure that our executive compensation program is properly rewarding and motivating our executive officers while aligning their goals with our business strategy and the interests of our stockholders. To do this, our Committee conducts an annual review of the aggregate level of our executive compensation and the mix of elements used to compensate our NEOs and historic compensation levels, including prior equity awards. When setting executive compensation opportunities, the Committee considers several factors, including:
® each NEO’s role and responsibilities;
® achievement of key performance objectives and milestones;
® market factors, such as compensation practices of peer companies;
® compensation survey data, as applicable, such as the Radford Global Life Sciences Survey; and
® retention concerns.
A secondary committee of one or more directors (including, but not limited to the Chief Executive Officer) may be appointed by either the Committee or the Board to have separate but concurrent authority with the Committee to grant cash incentive awards or equity incentive awards under the Company’s incentive plans to all eligible employees (other than directors and NEOs). The secondary committee shall regularly report to the Committee the grants so made; provided further, however, that any such grants are consistent with parameters approved in
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2022 PROXY STATEMENTSpectrum Pharmaceuticals

COMPENSATION DISCUSSION AND ANALYSIS
advance by the Committee or the Board; provided further, however, that a summary of all grants whether by the Committee or a secondary committee shall be reported to the Board.
In performing its duties, the Committee, in its discretion, may retain or replace any independent counsel, compensation consultants or other outside expert or advisor that the Committee believes necessary or advisable, and the Committee has the sole authority to approve the compensation of such persons. The Committee held five meetings during 2021 and acted by unanimous written consent four times.
Role of Chief Executive Officer in Compensation Decisions
The Committee considers recommendations of our Chief Executive Officer as to the performance of the other NEOs and the other NEOs’ contributions to overall performance. However, the determination of the amount of any cash or equity incentive awards payable to the other NEOs is made by the Committee or the full Board. The other NEOs and other senior management personnel are not present at meetings of the Committee and do not participate in its discussions regarding executive compensation decisions.
Peer Group Companies
Compensation Consultant and 2021 Peer Group Data
We consider market practices and trends when determining executive compensation levels and compensation program designs at Spectrum. We do not target a specific market percentile or simply replicate the market practice. Instead, we review external market practices as a reference point to assist us in providing programs designed to attract, retain and inspire extraordinary talent. The Committee also uses a peer group and other market data to provide context for its executive compensation decision-making. To ensure competitiveness of compensation structures and pay levels for our NEOs, the Committee conducts an annual review of peer company compensation data.
Prior to beginning this annual review, the Committee examines the compositions of companies previously considered our peer companies to make certain that the selected companies continue to be relevant as evaluated, taking into account guidance from our independent compensation consultant. In December 2020, the Committee engaged Compensia, Inc. (the “Compensation Consultant”), to conduct an updated review of our executive compensation program, which included an evaluation of our peer group companies and a complete analysis of our executive compensation program in relation to our peer group companies. As a result, the Committee approved a new peer group for 2021 as recommended by the Compensation Consultant. When approving the new peer group, the Committee focused on selecting a comparable sized, industry-affiliated, peer group of companies operating within the biotechnology or pharmaceutical industries. Below are the companies included in the Company’s peer group for 2021 compensation purposes:
Agenus Inc.Eagle Pharmaceuticals, Inc.
Akebia Therapeutics, Inc.Epizyme, Inc.
Athenex, Inc.G1 Therapeutics, Inc.
AVEO Pharmaceuticals, Inc.Heron Therapeutics, Inc.
BioXcel Therapeutics, Inc.Karyopharm Therapeutics, Inc.
Chimerix, Inc.MarcoGenics, Inc.
Clovis Oncology, Inc.Omeros Corporation
Corcept Therapeutics IncorporatedPuma Biotechnology, Inc.
CTI BioPharma Corp.
Viela Bio, Inc.(1)
CytoDyn Inc.Y-mAbs Therapeutics, Inc.
(1) Company acquired in March 2021 and is no longer considered a peer company.
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COMPENSATION DISCUSSION AND ANALYSIS
Committee Analysis of Compensation Consultant Report
The Committee intends to continue to seek advice from independent compensation consultants as it deems necessary to help ensure that our compensation programs remain appropriate and consistent with industry practices. Although the Committee believes that it is important to periodically review the compensation policies of its peer group and the survey data, the Committee also believes that our executive compensation program must further our business objectives and be consistent with our culture. Therefore, while the Committee reviews the peer group and survey data, including the total and type of compensation paid to executive officers at peer group companies to further validate that the compensation paid to our NEOs remains competitive, the Committee may not necessarily make any particular adjustments to the compensation paid to the NEOs based on the peer group or survey data.

After review and consultation with the Compensation Consultant, the Committee has determined that the Compensation Consultant is independent and there is no conflict of interest resulting from retaining the Compensation Consultant currently or during the year ended December 31, 2021. In reaching these conclusions, the Committee considered the factors set forth in Exchange Act Rule 10C-1 and Nasdaq listing standards.
Key Elements of Executive Compensation
The principal elements of compensation for our NEOs include:
®    Base Salary
®    Annual Cash Bonus
®    Equity Incentive Awards
®    Benefits and Perquisites
®    Payments upon Termination of Employment or Change in Control
We believe our “pay for performance” philosophy attracts, retains, and motivates our NEOs and fully aligns each with our current year goals and longer-term strategic objectives, all in service to the maximization of stockholder value.
Base Salary
Base salaries for our NEOs are established based on the individual’s scope of responsibilities, experience and market factors. Base salaries are generally reviewed annually, typically in connection with our annual executive compensation review process. The Committee references survey and peer group data to understand the marketplace for individuals in similar positions at the peer group companies. There is no specific weighting applied to any of these factors in setting annual salaries, and the process ultimately relies on the subjective exercise of the Committee’s judgment. Based on its assessment of these factors, and taking into account the Committee’s decision to deliver increases to the appropriate total compensation opportunity for the NEOs for 2021 in the form of increases to their long-term incentive award opportunities, none of the NEOs received a base pay increase for 2021, with the exception of Mr. McGahan, whose base pay increased in order to align with the other NEOs.
In February 2021, the Board approved the 2021 base salaries for each of our NEOs as recommended by the Committee, presented below in comparison with fiscal year 2020.
 
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COMPENSATION DISCUSSION AND ANALYSIS
Base Salary
  Executive
20202021
  Thomas J. Riga
$550,000$550,000
  Kurt A. Gustafson
$540,000$540,000
  Francois J. Lebel, M.D.
$540,000$540,000
  Keith M. McGahan
$500,000$540,000
  Joseph W. Turgeon
$750,000$750,000
Annual Cash Bonuses
As discussed above, the Committee believes it is necessary for a meaningful portion of the total compensation potential of our NEOs in the form of cash bonuses to be dependent on (1) the achievement of specified quantitative and qualitative Company performance targets and (2) their individual performance levels towards these goals.
The fiscal year 2021 target bonus opportunity for each named executive officer, other than Mr. Riga, was set at the same percentage of salary as in fiscal year 2020 and is consistent with market trends and practices and our 2021 Peer Group’s bonus practices, as summarized below:
 
Target
  Executive
20202021
  Thomas J. Riga
60% of base
salary
70% of base
salary
  Kurt A. Gustafson
50% of base
salary
50% of base
salary
  Francois J. Lebel, M.D.
50% of base
salary
50% of base
salary
  Keith M. McGahan
50% of base
salary
50% of base
salary
  Joseph W. Turgeon
70% of base
salary
70% of base
salary
The bonus amounts for our fiscal year 2021 business achievements were determined by the Committee in January 2022 and approved by the Board in February 2022, based on an assessment of the 2021 performance objectives outlined in the table below. The Committee determined in February 2022 that the level of attainment of the 2021 performance goals was 93% of target of the previously agreed upon 2021 corporate goals. However, in light of the Company’s stock price performance at the time 2021 bonus determinations were approved, the Committee exercised its authority to reduce the actual bonus payouts to the NEOs and approved an 80% achievement level for purposes of 2021 annual bonus payouts. A summary of the achievement of the 2021 goals, prior to the foregoing reduction by the Committee, is set forth below:
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COMPENSATION DISCUSSION AND ANALYSIS
2021 Corporate Goals
(150% maximum achievement with Kickers)
Overall 93% Achieved
Poziotinib (40%)
Full Achievement
w Submit NDA (20%)
 
w Secure a Fast-Track designation from FDA (10%)
w Present BID results at a major medical conference (5%)
w Enroll 70 patients in Cohort 4 (5%)




ü Achieved
ü Achieved 
ü Achieved
ü Achieved
ROLONTIS® (35%)
Mixed Achievement (5%)
w Gain FDA approval (20%)
 
w Exceed 2021 forecast (BOD alignment at the time of approval) (10%)
 
w Same Day Dosing Study enroll N=15 (5%)
Not Achieved
 Not Achieved
 
ü Achieved
Corporate (15%)
Full Achievement
w Execute Human Resources staffing plan to be updated to the Board quarterly (5%)
 
w Exit 2021 > $100 million in cash (5%)  
w Complete all compliance program training (5%)
ü Achieved
ü Achieved 
ü Achieved

I-O Pipeline (10%)
Mixed Achievement (3%)
w IL-12 (Therapyx) IRB approval @ University of Rochester (4%)
 
w IL-12 pre-clinical publication in medical journal (3%)  
w Re-open trial and fully enroll Cohort 6 for IGN002 (3%)
Not Achieved
ü Achieved
 
Not Achieved
KICKERS
Poziotinib (40%)
Mixed Achievement (30%)
w Cohort 4 hits primary end point (N=70) (10%)
 
w Additional indications that significantly increases the NPV of the asset beyond second line HER2 exon 20 insertion mutations (10%)
w BID strategy improves safety and efficacy (each component worth 5%)
w Complete pre-clinical ADC combination (10%)




ü Achieved
    Not Achieved 
ü Achieved
ü Achieved
ROLONTIS® (10%)
Not Achieved
w Aligned path forward with FDA for an sBLA on Same Day Dosing
Not Achieved
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2022 PROXY STATEMENTSpectrum Pharmaceuticals

COMPENSATION DISCUSSION AND ANALYSIS
As a result of the mixed achievement of the goals described above and certain individual performance levels of our executives, the Committee authorized a 2021 annual cash bonus (paid in February 2022) for our NEOs in the amounts set forth in the table below:
Name
2021 Target Cash Bonus
(as a Percentage of 2021
Base Salary)
2021 Actual
Cash Bonus
Thomas J. Riga
$455,000 (70%)$364,000
Kurt A. Gustafson
$270,000 (50%)$216,000
Francois J. Lebel, M.D.
$270,000 (50%)$216,000
Keith M. McGahan
$270,000 (50%)$216,000
Equity Incentive Awards
Our long-term equity incentive award program is designed to promote long-term Company performance and align each executive’s risk with stockholder interest, to reward the achievement of long-term goals, and to promote stability and corporate loyalty among our executives. The Committee bases awards of long-term equity compensation on a number of different factors, including competitive market practices as determined by our peer group analysis, the information provided by our independent compensation consultant, the amount of cash compensation that is currently paid to each NEO, each NEO’s level of responsibility, our retention objectives and our pay-for-performance philosophy. In general, the Committee makes long-term equity award determinations for our NEOs in the first quarter of each year and typically consults with our CEO in determining the size of grants to each NEO, other than himself, although the Committee makes all final determinations. The non-management directors’ practice is to meet in executive session following the Board meeting in the first quarter of each year to review and ratify the Committee’s annual review of the CEO. In fiscal 2020, the Committee granted long-term equity incentive awards under the 2018 Plan, which was previously approved by our Board and stockholders.
The long-term equity incentive awards granted to our NEOs in fiscal 2021 consisted of stock appreciation rights (“SARs”), stock options and restricted stock awards (“RSAs”). The SARs, options and RSAs granted in fiscal 2021 vest in equal annual installments on each of the first three anniversaries of the grant date. As the awards are inherently tied to the performance of our common stock, we consider a vesting schedule based upon continued service appropriate to meet the desire for both retention and performance incentive.

The value of the equity awards granted to our NEOs in fiscal 2021 are reported in the Summary Compensation table and are further described in the Grants of Plan-Based Awards Table.
Stock Appreciation Rights. Our NEOs derive value from their SARs based on the appreciation in the value of the underlying shares of Company stock. The value set for the SARs granted pursuant to the Plan is set at the closing price of our common stock on the date immediately prior to the date of grant. SARs provide the Company with the flexibility to settle, at the time of exercise, in cash or Company stock. We believe that SARs are an important element of total NEO compensation principally because they:
®    Are consistent with our philosophy of aligning the interests of our NEOs with those of our stockholders, because value is created for the executives only if the share price of our common stock increases during the term of the SAR, which in turn leads to increased stockholder value; and
®    Are advantageous to the executive since, unlike stock options, the executive does not have the cash outlay associated with having to purchase the SAR.
®    Help to retain executives through the use of time-based vesting provisions that provide for vesting over several years.
Stock Options. During the past several years, we have granted stock options to our NEOs and other employees pursuant to the Plan. In accordance with the terms of the Plan, the exercise price of stock options granted pursuant to the Plan is set at the closing price of our common stock on the date immediately prior to the date of
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COMPENSATION DISCUSSION AND ANALYSIS
grant. We believe that stock options are an important element of total NEO compensation principally because stock options:
®    Are consistent with our philosophy of aligning the interests of our NEOs with those of our stockholders, because value is created for the executives only if the share price of our common stock increases during the stock option term, which in turn leads to increased stockholder value; and
®    Help to retain executives through the use of time-based vesting provisions that provide for vesting over several years.
Restricted Stock Awards. Over the past several years, we have granted RSAs pursuant to the Plan. We believe restricted stock is an important element of total NEO compensation because restricted stock:
®    Results in immediate value to the recipients while still providing incentive to maximize the value of our stock; and
®    Help to retain executives through the use of time-based vesting provisions that provide for vesting over several years.
Benefits and Perquisites
The NEOs are eligible to receive benefits that are generally available to each of our full-time employees, including health insurance, long-term disability insurance, life insurance and vacation pay. As with other employees, the NEOs are required to make contributions to us to offset a portion of the cost of certain benefit plans.
We also maintain a 401(k) Plan and an Amended and Restated Employee Stock Purchase Plan (“ESPP”), each of which are generally available to all employees. The 401(k) Plan provides matching employee contributions in cash up to applicable limits. The ESPP provides employees with the opportunity to purchase our common stock through accumulated payroll deductions, at a 15% discount to the lesser of (i) the market price of the stock at the beginning of the designated period, and (ii) the market price of the stock at the end of the period. These plans are designed to encourage employees to save for retirement and to encourage ownership of shares of our common stock. We believe they provide an additional incentive for our employees to contribute towards our continued success and align the interests of our employees with those of our stockholders.
In addition, our Board approved the Nonqualified Deferred Compensation Plan in 2011. The Nonqualified Deferred Compensation Plan is administered by the Committee and is intended to be an unfunded plan. The Nonqualified Deferred Compensation Plan is maintained primarily to provide deferred compensation benefits for a select group of our employees, including our NEOs. Under the Nonqualified Deferred Compensation Plan, we provide participants with the opportunity to make annual elections to defer up to a specified amount or percentage of their eligible cash compensation, as established by the Committee (in 2021, eligible participants could defer up to 75% of base salary and up to 100% of bonus). In addition, we have the option, but not the obligation, to make discretionary or matching cash contributions to employees under the Nonqualified Deferred Compensation Plan. During 2021, we made a 50% match on each participant’s contributions to the Nonqualified Deferred Compensation Plan up to 20% of the participant’s eligible compensation. For additional information, see “Nonqualified Deferred Compensation Plan” later in this Proxy Statement.
Impact of Accounting and Tax Considerations on Compensation
Equity-Based Compensation. The fair value of equity-based compensation, which includes options, stock appreciation rights, restricted shares and performance-based units, is measured in accordance with authoritative accounting guidance. We measure compensation cost for all equity-based awards at fair value on the date of grant and recognize compensation expense over the service period over which the awards are expected to vest.
Section 162(m). Internal Revenue Code Section 162(m) limits the deductibility of compensation in excess of $1 million paid to any one named executive officer in any calendar year. As a result, compensation awarded in excess of $1 million to our NEOs generally will not be deductible. The Committee designs compensation programs that are intended to be in the best long-term interests of Spectrum and our stockholders, with deductibility of compensation being one of a variety of considerations taken into account.
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COMPENSATION DISCUSSION AND ANALYSIS
Section 280G and Section 4999. Sections 280G and 4999 of the Code relate to the loss of a corporate deduction and a 20% excise tax that may be applied to a payment made to an executive as a result of a change in control if the payment equals or exceeds three times the executive’s base earnings (as defined by the applicable section).
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COMPENSATION DISCUSSION AND ANALYSIS
Risk Assessment of Compensation Policies and Practices
The Committee has considered the concept of risk as it relates to our executive compensation program. The Committee believes that, for the reasons set forth below, although the majority of compensation provided to our NEOs is at-risk, our executive compensation programs do not encourage excessive risk taking and encourage our executive officers to remain focused on appropriate short-term and long-term financial and strategic goals that are tied to the creation of long-term value for our stockholders.
® Our executive compensation program consists of an appropriate mix of guaranteed pay (salary, benefits and perquisites) and at-risk pay (annual cash bonuses and equity incentive awards) and the Committee reviews this mix annually. The guaranteed portion is designed to provide a minimum compensation base that is necessary to attract and retain qualified executives, as well as to provide meaningful income to the executives regardless of stock price performance so that executives do not feel pressured to focus exclusively on stock price performance and other financial performance targets to the detriment of other important business metrics.
® Our program establishes appropriate financial and strategic performance goals that are designed to advance our business objectives and encourage the creation of long-term value for our stockholders (as opposed to just short-term increases in our stock price). These performance goals reflect a mix of Company financial and strategic goals, and individual performance goals, so as not to place too much emphasis on any particular type of objective at the expense of others.
® Our program encourages executive retention through both time-based and performance-based vesting provisions of our equity incentive awards. Our restricted stock, stock appreciation rights and stock option equity awards have a one-year minimum vesting requirement from the grant date and generally vest over three years.
® A significant portion of our equity incentive awards are granted in the form of stock appreciation rights, stock options and performance-based units, which are only valuable if our stock price increases over time. This serves to align the interests of our executives with those of our stockholders.
® The Committee retains ultimate oversight over the compensation of our NEOs and maintains the ability to use discretion where appropriate.
® Our internal controls and procedures, as well as our codes of conduct and ethics, also help mitigate risks associated with our executive compensation program.
Based on these considerations, the Committee has concluded that any risks arising from our executive compensation program are not reasonably likely to have a material adverse effect on us and do not encourage or place incentives on excessive or inappropriate risk-taking by our NEOs or other employees.
 
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2022 PROXY STATEMENTSpectrum Pharmaceuticals

COMPENSATION DISCUSSION AND ANALYSIS
Executive Compensation Tables
 
2021 Summary Compensation Table
The following 2021 Summary Compensation Table presents the compensation we paid in fiscal years 2019, 2020 and 2021 to our NEOs.
Name and Principal Position(1)
Year
Salary
($)(2)
Bonus
($)(3)
Stock
Awards
($)(4)
Option/SAR
Awards
($)(4)
All Other
Compensation
($)(5)(6)(7)
Total    
($)    
Thomas J. Riga
2021550,000364,000478,5001,290,829105,5282,788,857
President and Chief
2020550,000330,000450,0011,040,426152,3722,522,799
Executive Officer
2019550,000313,5002,001,000811,895141,5663,817,961
Kurt A. Gustafson
2021540,000216,000425,7011,148,395100,0302,430,126
Former Executive Vice2020540,000270,000390,000747,566143,3862,090,952
President and Chief2019540,000256,5001,600,800584,564140,9563,122,820
Financial Officer
Francois J. Lebel, M.D.2021540,000216,000392,7001,059,371161,9602,370,031
Executive Vice President
2020540,000270,000450,001847,754116,7632,224,518
and Chief Medical Officer
2019520,000247,0001,178,073634,66187,0392,666,773
Keith M. McGahan
2021540,000216,000392,7001,059,37195,7262,303,797
Executive Vice President,
2020500,000250,000390,000709,03192,1861,941,217
Chief Legal Officer and
2019500,000237,5001,600,800584,56485,7773,008,641
Corporate Secretary
Joseph W. Turgeon
2021750,000523,562990,0002,670,6842,856,6847,790,930
Former President and Chief
2020750,000525,000675,0011,618,441144,7763,713,218
Executive Officer
2019750,000498,7503,001,5001,299,032147,9505,697,232
(1)     The positions are those in effect as of the date of filing this Proxy Statement.
(2)     The amounts in this column reflect the base salary for each year.
(3)     The amounts in this column reflect the annual cash bonuses for the applicable year, which are generally paid in the first quarter of the following calendar year. For additional information, see “Compensation Discussion and Analysis — Key Elements of Executive Compensation — Annual Cash Bonuses.
(4)     The amounts in this column reflect the aggregate grant date fair value of the awards granted in each respective year in accordance with FASB ASC Topic 718. For fair value assumptions refer to Note 5 to our financial statements included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as filed with the SEC on March 18, 2022.
(5)     2021 amounts reflect: automobile allowances of $30,000 paid to Mr. Turgeon, $24,000 paid to each of Messrs. Riga, Gustafson and McGahan, and $43,550 paid to Dr. Lebel; annual 401(k) matching contributions of $11,600 paid to each of Messrs. Riga, Gustafson and Dr. Lebel, and $9,915 paid to Mr. McGahan; annual 401(k) profit share bonus of $5,800 paid to each of Messrs. Riga, Gustafson, McGahan, Turgeon and Dr. Lebel; premiums paid on healthcare and life insurance policies, which are benefits that are offered to all employees; and matching contributions paid by us to match employee deferrals under our Nonqualified Deferred Compensation Plan, as detailed in footnote (6) below. Perquisites and other personal benefits are valued on the basis of the aggregate incremental cost to us.
(6)     The matching contributions paid by us in 2021 to match named executive officer deferrals under our Nonqualified Deferred Compensation Plan (up to 10% of eligible compensation) are as follows: Mr. Riga — $33,000; Mr. Gustafson — $27,000; Dr. Lebel — $81,000; Mr. McGahan — $10,000; and Mr. Turgeon — $82,500. These amounts are also reported in the column entitled “Company Contributions in 2021” in the “Nonqualified Deferred Compensation Table” below.
(7)     The 2021 amounts for our former President and Chief Executive Officer includes severance and one time expenses incurred upon his termination on December 30, 2021 including: two years of current base salary ($1,500,000), two times his prior year’s bonus ($1,050,000), a one-time payout of accrued vacation ($115,380) and a one-time payout for Company-sponsored group health benefits coverage for a period of twenty-four months ($31,448).
(6)
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2022 PROXY STATEMENT



COMPENSATION DISCUSSION AND ANALYSIS
Grants of Plan-Based Awards in 2021
The following table provides information about equity incentive awards granted to the NEOs in fiscal year 2021 (no “non-equity incentive plan” awards were granted in fiscal year 2021). The amounts reflected in the column entitled “Grant Date Fair Value of Stock and Option Awards” are estimated values on the date of grant based on the applicable SEC rules, do not represent any cash payments or proceeds actually received by the NEOs, and may be materially different from the amounts ultimately realized by the NEOs upon the vesting and sale of the underlying shares.  
 
NameGrant
Date
Type of
Award
All Other
Stock
Awards:
Number of
Shares of
Stock or Units (#)
All Other
Option/SAR
Awards:
Number of
Securities Underlying Options/SARs (#)
Exercise or
Base Price
of Option/SAR
Awards
($)
Grant Date
Fair Value
of Stock and
Option/SAR
Awards
($)(3)
Thomas J. Riga02/18/2021Restricted Stock Award
134,410 (1)
478,500
02/18/2021Stock Option Award
162,921 (1)
3.56385,322
02/18/2021Stock Appreciation Right
382,865 (1)
3.56905,507
12/30/2021Restricted Stock Award
239,500 (2)
308,955
12/30/2021Stock Option Award
1,078,500 (2)
1.29949,080
Kurt A. Gustafson02/18/2021Restricted
Stock Award
119,579 (1)
425,701
02/18/2021Stock Option Award
144,944 (1)
3.56342,805
02/18/2021Stock Appreciation Right
340,618 (1)
3.56805,590
Francois J. Lebel02/18/2021Restricted
Stock Award
110,309  (1)
392,700
02/18/2021Stock Option Award
133,708 (1)
3.56316,231
02/18/2021Stock Appreciation Right
314,213 (1)
3.56743,140
Keith M. McGahan02/18/2021Restricted
Stock Award
110,309 (1)
392,700
02/18/2021Stock Option Award
133,708 (1)
3.56316,231
02/18/2021Stock Appreciation Right
314,213 (1)
3.56743,140
Joseph W. Turgeon02/18/2021Restricted Stock Award
278,090 (1)
990,000
02/18/2021Stock Option Award
337,079 (1)
3.56797,220
02/18/2021Stock Appreciation Right
792,135 (1)
3.561,873,464
(1)    These awards will be vested as to one-third on each of February 18, 2022, 2023 and 2024, respectively, subject to the executive’s continued service on the applicable vesting date.
(2)     These awards will be vested as to one-third on each of December 30, 2022, 2023 and 2024, respectively, subject to the executive’s continued service on the applicable vesting date.
(3)     The amounts in this column reflect the aggregate grant date fair value of the respective awards in accordance with FASB ASC Topic 718. For fair value assumptions refer to Note 5 to our financial statements included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as filed with the SEC on March 18, 2022.
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2022 PROXY STATEMENTSpectrum Pharmaceuticals

COMPENSATION DISCUSSION AND ANALYSIS
Outstanding Equity Awards at Fiscal Year-End 2021
The following table provides information regarding the outstanding options, restricted stock awards and SARs as of December 31, 2021 held by each of the NEOs. The amounts reflected in the columns entitled “Market Value of Shares or Units That Have Not Vested” and “Equity Incentive Plan Awards: Market Value of Unearned Shares or Units That Have Not Vested” are estimated values based on the closing sales price of our common stock on December 31, 2021, do not represent any cash payments or proceeds actually received by the NEOs, and may be materially different from the amounts ultimately realized by the NEOs upon the vesting and sale of the underlying shares. All stock options and SARs have a term of ten years from the date of grant.
OPTION AWARDSSTOCK AWARDS
Number of
Securities
Underlying
Unexercised
Options/SARs
(#)
Option/SAR
Exercise
Price
Option/SAR
Expiration
Number
of Shares or Units of Stock
That Have
Not Vested
Market
Value
of Shares or Units of Stock
That Have
Not Vested
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or Other Rights
That Have
Not
Vested
Equity
Incentive
Plan Awards:
Market or Payout Value
of Unearned
Shares,
Units or Other Rights That
Have Not
Vested
Name
ExercisableUnexercisable($)Date(#)
($) (1)
(#)
($) (1)
Thomas J. Riga
35,0007.887/8/2023
17,3317.783/25/2024
40,0007.232/18/2025
50,0006.014/15/2025
50,0005.3310/26/2025
100,0005.3112/14/2025
45,0006.033/30/2026
35,0005.995/12/2027
175,00019.421/15/2028
93,750
   31,250(2)
11.712/18/2029
150,000
150,000(2)
2.133/12/2030
187,500 (SARs)
187,00(2)
2.133/12/2030
(SARs)
382,865(3)
3.562/18/2031
162,921(3)
3.562/18/2031
1,078,500(3)