UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

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

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Payment of Filing Fee (Check the appropriate box):

March 16, 2018

Dear ConforMIS, Inc. Stockholder:

We invite you to attend our 2018 Annual Meeting of Stockholders, or Annual Meeting, on Monday, April 30, 2018, beginning at 4:30 p.m., Eastern time, at the offices of ConforMIS, Inc., 600 Technology Park Drive, Billerica, Massachusetts 01821, United States.

The notice of annual meeting of stockholders sets forth the proposals that will be presented at the meeting, which are described in more detail in the accompanying proxy statement. Our board of directors recommends that you vote “FOR” Proposals 1 and 2, as set forth in the proxy statement.

All stockholders are cordially invited to attend the Annual Meeting. We are providing proxy material access to our stockholders via the internet at www.proxyvote.com. Internet distribution of our proxy materials conserves natural resources, lowers the cost of the Annual Meeting, and expedites receipt by stockholders. The matters to be acted upon at the 2018 Annual Meeting are also described in the Notice of Internet Availability of Proxy Materials, or Notice of Internet Availability, that you will receive in the mail. Please give the proxy materials your careful attention.

You may vote via the internet or by telephone by following the instructions on your Notice of Internet Availability. In order to vote via the internet or by telephone, you must have the stockholder identification number which is provided in your Notice of Internet Availability. If you requested a proxy card by mail, you may vote by signing, voting and returning the proxy card in the postage-paid envelope provided. If you attend the Annual Meeting, you may vote at the meeting even if you previously returned your proxy card or voted via the internet or by telephone. Please review the instructions for each voting option described in the Notice of Internet Availability and in the proxy statement. Your prompt cooperation will be greatly appreciated.

Your vote is very important to us and to our business. Prior to the meeting we encourage all of our stockholders to review these proxy materials and vote your shares.

On behalf of the Board of Directors, thank you for your continued confidence and investment in ConforMIS.

Sincerely,

Kenneth Fallon III
Chairman of the Board of Directors

Mark A. Augusti
President and Chief Executive Officer

ConforMIS, Inc.
600 Technology Park Drive
Billerica, MA 01821

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held on Monday, April 30, 2018

To the Stockholders of ConforMIS, Inc.

The 2018 Annual Meeting of Stockholders (the “Annual Meeting”) of ConforMIS, Inc., a Delaware corporation (the “Company”), will be held on Monday, April 30, 2018, beginning at 4:30 p.m., Eastern time, at the offices of the Company, 600 Technology Park Drive, Billerica, Massachusetts 01821, United States. The purpose of the meeting is to consider and act upon the following matters:

Only stockholders of record at the close of business on March 1, 2018 will be entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof.

All stockholders are cordially invited to attend the Annual Meeting. We are providing proxy material access to our stockholders via the internet at www.proxyvote.com. The matters to be acted upon at the Annual Meeting are described in the Notice of Internet Availability of Proxy Materials that you receive in the mail. Please give the proxy materials your careful attention.

In addition to their availability at www.proxyvote.com, this proxy statement and our 2017 annual report to stockholders are available for viewing, printing and downloading at ir.conformis.com.

By Order of the Board of Directors,

Patricia A. Davis
Chief Legal Officer and General Counsel

Billerica, Massachusetts
March 16, 2018

YOU MAY OBTAIN ADMISSION TO THE ANNUAL MEETING BY IDENTIFYING YOURSELF AT THE ANNUAL MEETING AS A STOCKHOLDER AS OF THE RECORD DATE. IF YOU ARE A RECORD OWNER, POSSESSION OF A COPY OF A PROXY CARD WILL BE ADEQUATE IDENTIFICATION. IF YOU ARE A BENEFICIAL (BUT NOT RECORD) OWNER, A COPY OF AN ACCOUNT STATEMENT FROM YOUR BANK, BROKER OR OTHER NOMINEE SHOWING SHARES HELD FOR YOUR BENEFIT ON MARCH 1, 2018 WILL BE ADEQUATE IDENTIFICATION.

WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE VOTE AS PROMPTLY AS POSSIBLE IN ORDER TO HELP ENSURE REPRESENTATION OF YOUR SHARES AT THE ANNUAL MEETING. YOU MAY SUBMIT YOUR VOTE VIA THE INTERNET OR BY TELEPHONE, OR BY MAIL, BY FOLLOWING THE INSTRUCTIONS SET FORTH HEREIN AND ON THE ACCOMPANYING PROXY CARD. IF YOU REQUESTED A PROXY CARD BY MAIL, NO POSTAGE NEED BE AFFIXED IF THE PROXY CARD IS MAILED IN THE UNITED STATES.

TABLE OF CONTENTS

CONFORMIS, INC.
600 Technology Park Drive
Billerica, MA 01821

PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MONDAY, APRIL 30, 2018

Information About the Annual Meeting and Voting

This proxy statement is furnished in connection with the solicitation of proxies by the board of directors (the “board of directors” or the “board”) of ConforMIS, Inc. (“ConforMIS,” “we” or “us”) for use at the 2018 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Monday, April 30, 2018, beginning at 4:30 p.m., Eastern time, at the offices of the Company, 600 Technology Park Drive, Billerica, Massachusetts 01821, United States, and at any adjournment or postponement thereof. On March 1, 2018, the record date for the determination of stockholders entitled to vote at the Annual Meeting, there were outstanding and entitled to vote an aggregate of 60,843,270 shares of our common stock, par value $0.00001 per share (“common stock”). Each share of common stock entitles the record holder thereof to one vote on each of the matters to be voted on at the Annual Meeting.

Your vote is important no matter how many shares you own. Please take the time to vote. Take a moment to read the instructions below. Choose the way to vote that is easiest and most convenient for you, and cast your vote as soon as possible.

If you are the “record holder” of your shares, meaning that you own your shares in your own name and not through a bank, broker or other nominee, you may vote in one of four ways:

All proxies that are executed or are otherwise submitted over the internet or by telephone will be voted on the matters set forth in the accompanying Notice of Annual Meeting of Stockholders in accordance with the instructions set forth herein. However, if no choice is specified on a proxy as to one or more of the proposals, the proxy will be voted in accordance with the board of directors’ recommendations on such proposals as set forth in this proxy statement.

After you have submitted a proxy, you may still change your vote and revoke your proxy prior to the Annual Meeting by doing any one of the following things:

Your attendance at the Annual Meeting alone will not revoke your proxy.

If the shares you own are held in “street name” by a bank, broker or other nominee record holder, which we collectively refer to in this proxy statement as “brokerage firms,” your brokerage firm, as the record holder of your shares, is required to vote your shares according to your instructions. In order to vote your shares, you will need to follow the directions your brokerage firm provides you. Many brokerage firms also offer the option of voting over the internet or by telephone, instructions for which, if available, would be provided by your brokerage firm on the voting instruction form that it delivers to you. Because most brokerage firms are member organizations of the New York Stock Exchange, or NYSE, the rules of the NYSE will likely govern how your brokerage firm would be permitted to vote your shares in the absence of instruction from you. Under the current rules of the NYSE, if you do not give instructions to your brokerage firm, it will still be able to vote your shares with respect to certain “discretionary” items, but will not be allowed to vote your shares with respect to certain “non-discretionary” items. The ratification of Grant Thornton LLP as our independent registered public accounting firm (Proposal 2) is considered to be a discretionary item under the NYSE rules, and your brokerage firm will be able to vote your shares with respect to that proposal even if it does not receive instructions from you, so long as it holds your shares in its name. The election of class III directors (Proposal 1) is a “non-discretionary” item, meaning that if you do not instruct your brokerage firm on how to vote with respect to Proposal 1, your brokerage firm will not vote your shares with respect to that proposal and your shares will be counted as “broker non-votes.” “Broker non-votes” are shares that are held in “street name” by a brokerage firm that indicates on its proxy that it does not have or did not exercise discretionary authority to vote on a particular matter.

If your shares are held in street name and you plan to attend the Annual Meeting in person, you must bring an account statement from your brokerage firm showing that you are the beneficial owner of the shares as of the record date (March 1, 2018) in order to be admitted to the Annual Meeting. To be able to vote your shares held in street name at the Annual Meeting, you will need to obtain a proxy card from the holder of record.

Votes Required

The holders of a majority of the shares of our common stock issued and outstanding and entitled to vote at the Annual Meeting will constitute a quorum for the transaction of business at the Annual Meeting. Shares of common stock represented in person or by proxy (including shares which abstain or do not vote with respect to one or more of the matters presented for stockholder approval) will be counted for purposes of determining whether a quorum is present at the Annual Meeting. If a quorum is not present, the meeting may be adjourned until a quorum is obtained. The following votes are required for approval of the proposals being presented at the Annual Meeting:

Proposal 1: To Elect Two Class III Directors. The two nominees for director receiving the highest number of votes “FOR” election will be elected as directors. This is called a plurality.

Proposal 2: To Ratify the Selection of Grant Thornton LLP as ConforMIS’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2018. The affirmative vote of the holders of shares of common stock representing a majority of the votes cast on the matter is required for the ratification of the selection of Grant Thornton LLP as our independent registered public accounting firm for the current fiscal year.

Shares that abstain from voting as to a particular matter and shares held in “street name” by brokerage firms who indicate on their proxies that they do not have discretionary authority to vote such shares as to a particular matter will not be counted as votes in favor of such matter, and will also not be counted as shares voting on such matter. Accordingly, abstentions and “broker non-votes” will have no effect on the voting on the proposals referenced above.

This proxy statement, the accompanying proxy card and our 2017 annual report to stockholders were first made available to stockholders on or about March 21, 2018.

Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting of Stockholders
to Be Held on April 30, 2018:
This proxy statement and our 2017 annual report to stockholders, which includes our Annual Report on Form 10-K for the fiscal year ended
December 31, 2017, are available at www.conformis.com
for viewing, downloading and printing.

A copy of our Annual Report on Form 10-K for the year ended December 31, 2017 as filed with the Securities and Exchange Commission, or SEC, except for exhibits, will be furnished without charge to any stockholder upon written or oral request to ConforMIS, Inc. 600 Technology Park Drive, Billerica, MA 01821, Attention: Oksana Bradley, Investor Relations, Telephone: (781) 345-9001.

CORPORATE GOVERNANCE

Board of Directors

Members of Our Board of Directors

Set forth below are the names of and certain biographical information about each member of our board of directors as of March 16, 2018. The information presented includes each director’s principal occupation and business experience for the past five years and the names of other public companies of which he has served as a director during the past five years. We believe that all of our directors possess the attributes and characteristics described in “Board Processes-Director Nomination Process.” Philipp Lang, M.D.’s term as a director expires at the Annual Meeting, and he was not nominated for re-election by our nominating and corporate governance committee.

Mark Augusti has served as our President and Chief Executive Officer and a Director since November 2016. Prior to joining ConforMIS, Mr. Augusti was Integra LifeSciences Corporation’s corporate vice president, and president of Orthopedics and Tissue Technologies. Mr. Augusti was responsible for the management of the Orthopedics and Tissue Technologies global division, which includes extremity implants, tissue products, and the Private Label business. His responsibilities included U.S. commercial leadership, global portfolio management, evaluation of corporate development opportunities and overall strategic direction. Prior to joining Integra in 2014, Mr. Augusti served as chief executive officer at Bioventus LLC from May 2012 to August 2013, and was a member of Bioventus’ board of directors during the same period. Prior to that, Mr. Augusti spent nine years with Smith & Nephew from April 2003 to April 2012 in a series of leadership roles, including President of Smith & Nephew’s Biologic Division, where he was appointed to lead Smith & Nephew’s new biologics initiative. He also served as Smith & Nephew’s president of the Orthopaedic Trauma & Clinical Therapies global business and senior vice president and general manager of the Trauma business. From 1987 to 2000, he spent 13 years at GE Medical Systems, where he held various sales, marketing and strategic management roles, both in the U.S. and internationally. Mr. Augusti received his M.B.A. from the UCLA Anderson School of Management, and his B.S. in Computer Science and Economics from Duke University. We believe that Mr. Augusti is qualified to serve on our board of directors due to his extensive management, medical technology and business experience.

Kenneth Fallon III has served as a member of our board of directors since January 2005, and has served as Chairman of our board of directors since February 2015. Mr. Fallon retired from active employment in March 2003. From time to time between March 2004 to June 2009, Mr. Fallon served as an advisor to Kairos Partners, an investment firm. Mr. Fallon retired as the chairman of the board of Axya Medical, Inc., a medical device company, in March 2003. Prior to that, Mr. Fallon also served as the chief executive officer of Axya Medical, Inc.; as president of the surgical business at Haemonetics Corporation, a manufacturer of blood processing technology; as chief executive officer and chairman of the board of UltraCision, Inc., a developer and manufacturer of ultrasonically powered surgical instruments; as president and chief executive officer of American Surgical Technologies Corporation, a company that manufactures laparoscopic viewing systems; as president, U.S. operations of Zimmer, Inc., a joint replacement company and then a subsidiary of Bristol-Myers Squibb Company; as president of Zimmer’s Orthopaedic Implant Division and as its vice president of marketing and positions of significant responsibility with the Codman and Orthopaedic Divisions of Johnson & Johnson, a

global healthcare company. Mr. Fallon also served as a member of the board of directors of Osteotech, Inc., a company that produces bone graft materials for spinal procedures, between 1995 and 2010, including serving as chairman from April 2005 to August 2010, until it was acquired by Medtronic, Inc. Mr. Fallon has a B.B.A. degree in marketing from the University of Massachusetts and an M.B.A. from Northeastern University. We believe that Mr. Fallon is qualified to serve on our board of directors due to his experience in the medical device industry, particularly his experience serving as the chief executive officer and a member of the board of directors of several medical device companies.

Philip W. Johnston has served as a member of our board of directors since May 2017. Mr. Johnston is the president and founder of Philip W. Johnston Associates, LLC, a communications and public affairs consulting firm. Prior to establishing his firm in 1996, Mr. Johnston served in senior positions in the Massachusetts legislature, the Massachusetts State cabinet, and the United States government. Mr. Johnston served five consecutive terms as an elected State Representative from the Fourth Plymouth District of Massachusetts. From 2000 to 2007, Mr. Johnston served as chair of the Massachusetts Democratic Party. From 1992 to 1996, Mr. Johnston served as the New England administrator of the U.S. Department of Health and Human Services. In 1991, Mr. Johnston served as the executive director of Robert F. Kennedy Human Rights. In 1984, Mr. Johnston was appointed to serve as the Secretary of Health and Human Services in Massachusetts, administering seventeen state agencies in the health and human services field. Since 1998, Mr. Johnston has served on the board of Directors of Blue Cross Blue Shield of Massachusetts. Since 2012, Mr. Johnston has served as the chair of the board of the Blue Cross Blue Shield of Massachusetts Foundation, which provides grants to Massachusetts nonprofit organizations, which work in the healthcare field on behalf of low-income citizens. Since 2007, Mr. Johnston has served as a member of the board of trustees of the University of Massachusetts, and he chaired the search committee for a new Chancellor at the University of Massachusetts Medical School. Mr. Johnston is currently the vice chair of the University of Massachusetts Building Authority board of directors, and the vice chair of the University of Massachusetts Foundation. Mr. Johnston is currently the board chair of the Massachusetts Health Policy Forum, and serves as a member of the boards of the Robert F. Kennedy Center for Justice and Human Rights, the Carroll Center for the Blind, the Tramuto Foundation, along with the advisory board for the Kenneth B. Schwartz Center and the Advisory Board of the Taubman Center for State and Local Government at the Harvard Kennedy School. In addition, Mr. Johnston is a trustee of the Franklin D. Roosevelt Presidential Library and Museum in Hyde Park, New York. Mr. Johnston founded and currently serves on the advisory board of the Robert F. Kennedy Children’s Action Corps, one of the top juvenile justice and social services agencies in the country. Mr. Johnston received a B.A. from the University of Massachusetts at Amherst, a M.A. from the John F. Kennedy School of Government at Harvard University and honorary degrees from the University of Massachusetts Boston, Bridgewater State College, and Curry College. We believe that Mr. Johnston is qualified to serve on our board of directors due to his extensive leadership and directorship experience in the field of healthcare management.

Philipp Lang, M.D. is our founder and has served on our board of directors since March 2004, including as Chairman of our board of directors from March 2004 to February 2015. He also served as our Chief Executive Officer and President from January 2008 to November 2016. He was also the founder of ImaTx, Inc., one of our wholly-owned subsidiaries, which focuses on osteoporosis screening. He previously held positions as the director of the Division of Musculoskeletal Radiology at Brigham and Women’s Hospital and Associate Professor at Harvard Medical School from September 2001 to September 2008 and as Distinguished Weissman Chair from May 2006 to September 2008. Dr. Lang has an M.B.A. from the University of California, Los Angeles Anderson School of Management and an M.D. from Albert-Ludwigs University, Freiburg School of Medicine in Germany. Dr. Lang has provided strategic leadership as an inventor of technology underlying more than 500 patents and patent applications in the United States and abroad. Dr. Lang’s term as a director expires at the Annual Meeting and he was not nominated for re-election by our nominating and corporate governance committee.

Bradley Langdale has served as a member of our board of directors since May 2008. From February 1996 until his retirement from active employment in December 2007, Mr. Langdale served in various roles at Masimo Corporation, a noninvasive monitoring technology company, including executive vice president, chief financial officer and executive vice president, chief marketing officer. In addition, Mr. Langdale previously served as director of finance for CareLine, Inc., an emergency medical services provider; manager of financial forecasting for Sunrise Company, a private real estate development company; and as a senior accountant for Price Waterhouse & Company LLP (now PricewaterhouseCoopers LLP), a global professional services organization.

Mr. Langdale is a Certified Public Accountant and has a B.A. in Economics/Business from the University of California, Los Angeles. We believe that Mr. Langdale is qualified to serve on our board of directors due to his extensive management, accounting and business experience.

Richard Meelia has served as a member of our board of directors since June 2015. Since July 2011, Mr. Meelia has served as a principal of Meelia Ventures, LLC, a private equity firm focused on early stage healthcare companies. From July 2007 to July 2011, Mr. Meelia served as president and chief executive officer of Covidien plc, a global healthcare products company, which was formerly known as Tyco Healthcare prior to its separation from Tyco International, a healthcare and security company, in June 2007. From January 1995 through its separation from Tyco International in June 2007, Mr. Meelia served as the president of Tyco Healthcare. From January 1991 to January 1995, Mr. Meelia served as the group president of Kendall Healthcare Products Company, a medical products manufacturer and the foundation of the Tyco Healthcare business. Since July 2011, Mr. Meelia has served as chairman of the board of directors of Haemonetics Corporation, a global provider of blood and plasma supplies and services. He also currently serves as chairman of the board of Apollo Endosurgery Inc., a public company focused on the development of devices that advance therapeutic endoscopy, and as a member of several charitable boards, including Tufts Medical Center and St. Anselm College. In addition, Mr. Meelia served as chairman of the board of directors of Covidien plc from October 2008 to March 2012. Mr. Meelia has a B.A. from Saint Anselm College and an M.B.A. from Boston College. We believe Mr. Meelia is qualified to serve on our board of directors due to his years of leadership experience in the global healthcare industry.

Michael Milligan has served as a member of our board of directors since November 2011. Since October 2002, Mr. Milligan has served as president and chief executive officer at Axel Johnson Inc., a private industrial and investment company. Prior to joining Axel Johnson Inc., Mr. Milligan spent 17 years as a partner and member of the board of directors of Monitor Group, a global consulting and merchant banking firm. In addition, Mr. Milligan is chairman of the board of directors of Sprague Resources L. P., a supplier of energy and materials handling services in the Northeast United States and is a member of the board of directors of Cadence Inc., a supplier of advanced products, technologies and services to medical, life science, automotive, and industrial companies, Decisyon Inc., an enterprise software company, Kinetico Incorporated, a residential and commercial water treatment systems provider, Parkson Corporation, a provider of engineered solutions for municipal and industrial water treatment, and Walk2Campus Holdings, LLC, a real estate investment company providing student housing in proximity to public universities. Mr. Milligan has an A.B. from Bowdoin College and an M.B.A. from Harvard University. We believe that Mr. Milligan is qualified to serve on our board of directors due to his extensive business and investment experience across a broad range of disciplines and industry sectors.

Board Composition

In accordance with the terms of our restated certificate of incorporation and amended and restated by-laws, our board of directors is divided into three classes, class I, class II and class III, with members of each class serving staggered three-year terms. At the Annual Meeting, the terms of Dr. Philipp Lang and Mr. Langdale will expire as class III directors.

The board of directors, upon the recommendation of our nominating and corporate governance committee, determined to reduce the size of the board of directors to six directors effective as of the Annual Meeting. The Company’s amended and restated by-laws require each class to consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire board of directors. To achieve this equal balance, our board of directors, upon the recommendation of our nominating and corporate governance committee, nominated Mr. Langdale for re-election as a class III director and nominated Kenneth Fallon III to stand for election as a class III director at the Annual Meeting as a successor to current class III director Dr. Lang.

In connection with the board of director’s decision to nominate him as a class III director, Mr. Fallon notified the Board of his intention to resign as a class I director at the Annual Meeting, contingent upon his election as a class III director at such meeting. Mr. Fallon’s decision to resign as a class I director was solely to facilitate his election as a class III director at the Annual Meeting and was not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. For all purposes, Mr. Fallon’s service on our board of directors, including his service as the Chairman of our board of directors and as chair of the Company’s nominating and corporate governance committee, will continue uninterrupted.

The board of directors, upon the recommendation of the nominating and corporate governance committee, has nominated Kenneth Fallon III and Bradley Langdale for election to the board as class III directors, each to hold office until the 2021 Annual Meeting of Stockholders and until his successor has been duly elected and qualified or until his earlier death, resignation or removal.

Prior to the Annual Meeting, the members of the classes are follows:

Mr. Fallon serves as the Chairman of the board of directors.

The board of directors knows of no reason why any of the nominees for director at the Annual Meeting would be unable or unwilling to serve, but if any nominee should for any reason be unable or unwilling to serve, the proxies will be voted for the election of such other person for the office of director as the board of directors may recommend in the place of such nominee.

Our directors hold office until their successors have been elected and qualified or until their earlier resignation or removal. Our restated certificate of incorporation and amended and restated by-laws provide that our directors may be removed only for cause by the affirmative vote of the holders of at least 75% of the votes that all our stockholders would be entitled to cast in an annual election of directors, and that any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office.

Board Leadership Structure

Our corporate governance guidelines provide that the nominating and corporate governance committee shall periodically assess the board of director’s leadership structure, including whether the offices of chief executive officer and chairman of the board of directors should be separate. Our guidelines provide the board of directors with flexibility to determine whether the two roles should be combined or separated based upon our needs and the board of directors’ assessment of its leadership from time to time. We currently separate the roles of chief executive officer and chairman of the board of directors. Our president and chief executive officer is responsible for setting the strategic direction for our company and the day-to-day leadership and performance of our company, while our chairman of the board of directors presides over meetings of the board of directors, including executive sessions of the board of directors, and performs oversight responsibilities. The board of directors has not appointed a lead independent director. Our board of directors has three standing committees that currently consist of, and are chaired by, independent directors. Our board of directors delegates certain responsibilities to the committees, which then report their activities and actions back to the full board of directors. We believe that the independent committees of our board of directors and their chairpersons promote effective independent governance. We believe this structure represents an appropriate allocation of roles and responsibilities for our company at this time because it strikes an effective balance between management and independent leadership participation in our board of directors’ proceedings.

Board Determination of Independence

Rule 5605 of the NASDAQ Listing Rules requires a majority of a listed company’s board of directors to be composed of independent directors within one year of listing. In addition, the NASDAQ Listing Rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent and that audit committee members also satisfy independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act.

Under Rule 5605(a)(2) of the NASDAQ Listing Rules, a director will only qualify as an “independent director” if, in the opinion of our board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may

not, other than in his or her capacity as a member of the audit committee, the board of directors or any other board committee: (1) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries. In addition, in affirmatively determining the independence of any director who will serve on a company’s compensation committee, Rule 10C-1 under the Exchange Act requires that a company’s board of directors consider all factors specifically relevant to determining whether a director has a relationship to such company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to: (1) the source of compensation of the director, including any consulting, advisory or other compensatory fee paid by such company to the director; and (2) whether the director is affiliated with the company or any of its subsidiaries or affiliates.

In 2018, our board of directors undertook a review of the composition of our board of directors and its committees and the independence of each director. Based upon information requested from and provided by each director concerning his background, employment and affiliations, including family relationships, our board of directors has determined that each of our current directors, with the exceptions of Mr. Augusti and Dr. Lang, is an “independent director” as defined under Rule 5605(a)(2) of the NASDAQ Listing Rules. Our board of directors also determined that Bradley Langdale, Richard Meelia and Michael Milligan, who currently constitute our audit committee, and Kenneth Fallon III, Bradley Langdale and Richard Meelia, who constitute our compensation committee, satisfy the independence standards for such committees established by the SEC and the NASDAQ Listing Rules, as applicable. In making such determinations, our board of directors considered the relationships that each such non-employee director has with our company and all other facts and circumstances our board of directors deemed relevant in determining independence, including the beneficial ownership of our capital stock by each non-employee director.

There are no family relationships among any of our directors or executive officers.

Board Committees

Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee, each of which operates under a charter that has been approved by our board. Copies of the charters of each of these committees are posted under the heading “Corporate Governance” on the Investor Relations section of our website, which is located at www.ir.conformis.com.

Audit Committee

Prior to the Annual Meeting, the members of our audit committee are Bradley Langdale, Richard Meelia and Michael Milligan. Mr. Langdale is the chair of the audit committee. Contingent upon his re-election as a class III director at the Annual Meeting, Mr. Langdale will remain the chair and a member of the audit committee.

Our audit committee’s responsibilities include:

All audit services to be provided to us and all non-audit services, other than de minimis non-audit services, to be provided to us by our registered public accounting firm must be approved in advance by our audit committee.

Our board of directors has determined that Mr. Langdale is an “audit committee financial expert” as defined in applicable SEC rules. We believe that the composition of our audit committee meets the requirements for independence under current NASDAQ and SEC rules and regulations.

The audit committee met six times during 2017.

Compensation Committee

The members of our compensation committee are Kenneth Fallon III, Bradley Langdale and Richard Meelia. Mr. Langdale is the chair of the compensation committee. Contingent upon his re-election as a class III director at the Annual Meeting, Mr. Langdale will remain the chair and a member of the compensation committee. Contingent upon his election as a class III director at the Annual Meeting, Mr. Fallon will remain a member of the compensation committee. Our compensation committee’s responsibilities include:

The compensation committee met three times during 2017.

Nominating and Corporate Governance Committee

Prior to the Annual Meeting, the members of our nominating and corporate governance committee are Kenneth Fallon III, Richard Meelia and Michael Milligan. Mr. Fallon is the chair of the nominating and corporate governance committee. Contingent upon his election as a class III director at the Annual Meeting, Mr. Fallon will remain the chair and a member of the nominating and corporate governance committee. Due to his membership on the audit committee and the compensation committee, Mr. Meelia has decided to resign from the nominating and corporate governance committee as of the Annual Meeting, and, upon the recommendation of the nominating and corporate governance committee, the board of directors has appointed Mr. Johnston as a member of the nominating and corporate governance committee effective as of the Annual Meeting to replace Mr. Meelia.

Our nominating and corporate governance committee’s responsibilities include:

The nominating and corporate governance committee met four times during 2017.

Compensation Committee Interlocks and Insider Participation

The current members of our compensation committee are Kenneth Fallon III, Bradley Langdale, and Richard Meelia. None of our directors who sat on our compensation committee in 2017 is an officer or employee of ConforMIS, Inc., nor have they ever been an officer or employee of ConforMIS, Inc. None of our executive officers serves, or in the past has served, as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who serve or served as members of our board of directors or our compensation committee in 2017.

Board Meetings and Attendance

Our board of directors met fourteen times during 2017. During 2017 each director attended at least 75% of the aggregate of the number of board meetings and the number of meetings held by all committees of the board on which he then served. Philip W. Johnston attended 100% of the aggregate number of board meetings since his election to the board of directors in May 2017.

Our directors are expected to attend our annual meetings of stockholders. In 2017, Messrs. Augusti, Fallon and Johnston attended the Annual Meeting of Stockholders.

Board Processes

Oversight of Risk

Our board oversees our risk management processes directly and through its committees. Our management is responsible for risk management on a day-to-day basis. The role of our board and its committees is to oversee the risk management activities of management. They fulfill this duty by discussing with management the policies and practices utilized by management in assessing and managing risks and providing input on those policies and practices. In general, our board oversees risk management activities relating to business strategy, acquisitions, capital raising and allocation, organizational structure and certain operational risks; our audit committee oversees risk management activities related to financial controls and legal and compliance risks; our nominating and corporate governance committee oversees risk management activities relating to board composition and management succession planning; and our compensation committee oversees risk management activities relating to our compensation policies and practices. Each committee reports to the full board on a regular basis, including reports with respect to the committee’s risk oversight activities as appropriate. In addition, since risk issues often overlap, committees from time to time request that the full board discuss particular risks.

Director Nomination Process

The process followed by our nominating and corporate governance committee to identify and evaluate director candidates includes the use of a search firm to assist us in identifying qualified directors, and may also include requests to board members and others for recommendations, evaluation of the performance on our board and its committees of any existing directors being considered for nomination, consideration of biographical information and background material relating to potential candidates and, particularly in the case of potential candidates who are not then serving on our board, interviews of selected candidates by members of the committee and our board.

In considering whether to recommend any particular candidate for inclusion in our board’s slate of recommended director nominees, our nominating and corporate governance committee applies the criteria set forth in our corporate governance guidelines described below under “-Corporate Governance Guidelines.” Our priority in selection of board members is identification of members who will further the interests of our stockholders through his or her established record of professional accomplishment, the ability to contribute positively to the collaborative culture among board members, knowledge of our business and understanding of the competitive landscape.

Our nominating and corporate governance committee does not have a policy (formal or informal) with respect to diversity, but believes that our board, taken as a whole, should embody a diverse set of skills, experiences and backgrounds. In this regard, the nominating and corporate governance committee also takes into consideration the diversity (with respect to gender, race and national origin) of our board members. The nominating and corporate governance committee does not make any particular weighting of diversity or any other characteristic in evaluating nominees and directors.

The nominee biographies under “Board of Directors-Members of Our Board of Directors” indicate the experience, qualifications, attributes and skills of each of our director nominees that led our nominating and corporate governance committee and our board to conclude each of the nominees should serve as a director of ConforMIS. Our nominating and corporate governance committee and our board believe that each of the nominees has the individual attributes and characteristics required of each of our directors, and that the nominees as a group possess the skill sets and specific experience desired of our board as a whole.

Stockholders may recommend individuals for consideration as potential director candidates by submitting their names, together with appropriate biographical information and background materials, and information with respect to the stockholder or group of stockholders making the recommendation, including the number of shares of common stock owned by such stockholder or group of stockholders, to our General Counsel at ConforMIS, Inc., Attention: General Counsel, 600 Technology Park Drive, Billerica, MA 01821. The specific requirements for the information that is required to be provided for such recommendations to be considered are specified in our by-laws and must be received by us no later than the date referenced below in “Other Matters-Deadline for Submission of Stockholder Proposals for 2019 Annual Meeting of Stockholders.” Assuming that appropriate biographical and background material has been provided on a timely basis, the nominating and corporate governance committee will evaluate stockholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others.

Communications with Stockholders

Our management will give appropriate attention to written communications that are submitted by stockholders, and will respond if and as appropriate. Stockholders may communicate with our management by writing to our General Counsel at ConforMIS, Inc., Attention: General Counsel, 600 Technology Park Drive, Billerica, MA 01821 or by calling (781) 345-9001. Additional information about contacting ConforMIS is posted under the heading “IR Contacts” on the Investor Relations section of our website, which is located at www.ir.conformis.com.

In addition, stockholders who wish to communicate with our entire board may do so by writing to Kenneth Fallon III, Chairman of the Board, c/o ConforMIS, Inc., 600 Technology Park Drive, Billerica, MA 01821. Communications will be forwarded to other directors if they relate to substantive matters that the Chairman of the Board considers appropriate for attention by the other directors. In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances or matters as to which we tend to receive repetitive or duplicative communications.

Corporate Governance Guidelines

Our board of directors has adopted corporate governance guidelines to assist in the exercise of its duties and responsibilities and to serve the best interests of our Company and our stockholders. The guidelines provide that:

A copy of the corporate governance guidelines is posted under the heading “Corporate Governance” on the Investor Relations section of our website, which is located at www.ir.conformis.com.

Board Policies

Related-Person Transactions

Our board of directors has adopted written policies and procedures for the review of any transaction, arrangement or relationship in which we are a participant, the amount involved exceeds $120,000 and one of our executive officers, directors, director nominees or 5% stockholders (or their immediate family members), each of whom we refer to as a “related person,” has a direct or indirect material interest.

If a related person proposes to enter into such a transaction, arrangement or relationship, which we refer to as a “related-person transaction,” the related person must report the proposed related-person transaction to our Chief Financial Officer or General Counsel. The policy calls for the proposed related-person transaction to be reviewed and, if deemed appropriate, approved by the audit committee of our board of directors. Whenever practicable, the reporting, review and approval will occur prior to entry into the transaction. If advance review and approval is not practicable, the audit committee will review and, in its discretion, may ratify the related-person transaction. The policy also permits the chairman of the audit committee to review and, if deemed appropriate, approve proposed related-person transactions that arise between audit committee meetings, subject to ratification by the committee at its next meeting. Any related-person transactions that are ongoing in nature will be reviewed annually.

A related-person transaction reviewed under the policy will be considered approved or ratified if it is authorized by the audit committee after full disclosure of the related person’s interest in the transaction. As appropriate for the circumstances, the audit committee will review and consider:

The audit committee may approve or ratify the transaction only if the audit committee determines that, under all of the circumstances, the transaction is not inconsistent with our best interests. The audit committee may impose any conditions on the related-person transaction that it deems appropriate.

In addition to the transactions that are excluded by the instructions to the SEC’s related-person transaction disclosure rule, the board of directors has determined that the following transactions do not create a material direct or indirect interest on behalf of related persons and, therefore, are not related-person transactions for purposes of this policy:

The policy provides that transactions involving compensation of executive officers shall be reviewed and approved by the compensation committee in the manner specified in its charter.

Other than the compensation arrangements for our named executive officers and directors, which are described elsewhere in the “Executive Compensation” and “Director Compensation” sections of this proxy statement, set forth below is a description of transactions since January 1, 2017 to which we were or will be a party, and in which

We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that would be paid or received, as applicable, from unrelated third parties.

Registration Rights Agreement with Certain Stockholders

In June 2015, we entered into an amended and restated information and registration rights agreement, which we refer to as the Registration Rights Agreement, with holders of our preferred stock prior to the conversion of our preferred stock into common stock immediately following the closing of our initial public offering in July 2015, including some of our 5% stockholders and their affiliates and entities affiliated with our directors. The Registration Rights Agreement provides these holders the right, subject to certain limitations, to demand that we file a registration statement or request that their shares be covered by a registration statement that we are otherwise filing.

Subject to specified limitations set forth in the Registration Rights Agreement, the holders of at least 25% of the then outstanding registrable shares may at any time demand in writing that we register all or a portion of the registrable shares under the Securities Act on Form S-3 for an offering of at least 25% of the then outstanding registrable shares having an anticipated aggregate offering price to the public, net of selling expenses, of at least $5 million, which we refer to as a Resale Registration Statement. We are not obligated to effect a registration pursuant to a Resale Registration Statement on more than one occasion.

If we propose to file a registration statement to register any of our common stock under the Securities Act in connection with a public offering of such common stock, other than pursuant to certain specified registrations, the holders of our registrable shares are entitled to notice of registration and, subject to specified exceptions, including market conditions, we will be required, upon the holder’s request, to register their then held registrable shares. In the event that any registration in which the holders of registrable shares participate pursuant to our Registration Rights Agreement is an underwritten public offering, we agree to enter into an underwriting agreement for such offering.

Other than these registration rights described above, the rights granted to holders of our preferred stock under the Registration Rights Agreement terminated upon the closing of our initial public offering.

Revenue Sharing Agreement with Dr. Lang

In September 2011, we entered into an amended and restated revenue sharing agreement with Philipp Lang, M.D., our former Chief Executive Officer, which amended and restated a similar agreement entered into in 2008 when Dr. Lang stepped down as chair of our scientific advisory board and became our Chief Executive Officer. This agreement provides that we will pay Dr. Lang on an annual basis 1.33% of our net revenues up to and including $125 million and 1.1667% of our net revenues in excess of $125 million with respect to our iTotal CR, iTotal PS, as well as certain other knee, hip and shoulder replacement products and related instrumentation that we may develop in the future (“Amended and Restated Revenue Sharing Agreement”). This agreement also provides that we will pay Dr. Lang on an annual basis 1.0% of our net revenues up to and including $125 million and 0.875% of our net revenues in excess of $125 million with respect to our iUni and iDuo products, as well as certain other knee replacement or resurfacing products, modifications to any of our knee, hip or shoulder products made by us with Dr. Lang’s assistance in the future and patient-specific, non-revision-implant instrumentation we may develop in the future. Our obligation to pay Dr. Lang applies to those of our products that are covered by a valid claim of a patent assigned to us in the country in which we sell those products and on which Dr. Lang is a named inventor. Our payment obligations expire on a product-by-product basis on the last to expire of patents owned by us on which Dr. Lang is a named inventor

that claim the applicable product. These payment obligations survived termination of Dr. Lang’s employment with us and will survive expiration of his term as a class III director. Under this agreement, we incurred obligations to pay Dr. Lang $987,000 for the year ended December 31, 2017.

Code of Business Conduct and Ethics

Our board of directors has adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the code of business conduct and ethics is posted under the heading “Corporate Governance” on the Investor Relations section of our website, which is located at http://ir.conformis.com. In addition, we intend to post on our website all disclosures that are required by law or the NASDAQ Marketplace Rules concerning any amendments to, or waivers from, any provision of our code of business conduct and ethics.

EXECUTIVE OFFICERS

The following table sets forth information regarding certain of our executive officers as of March 16, 2018:

In addition to the biographical information for Mark Augusti, which is set forth above under “Corporate Governance-Board of Directors-Members of Our Board of Directors,” set forth below is certain biographical information about our other executive officers. Our executive officers are elected by, and serve at the discretion of, our board of directors.

Paul Weiner has served as our Chief Financial Officer and Treasurer since April 2014. Prior to joining us, Mr. Weiner spent 18 years at Palomar Medical Technologies, Inc., or Palomar, a company engaged in research, development, manufacturing and sales of medical laser devices for aesthetic treatments, prior to its acquisition by Cynosure, Inc. He served in a number of roles at Palomar, including corporate controller, vice president of finance and, finally, chief financial officer, a position he held for 11 years. Prior to Palomar, Mr. Weiner was the chief financial officer at Hygenetics Environmental Services, Inc., an environmental consulting company, and worked in public accounting for Ernst & Young and Wolf & Company. Mr. Weiner is a Certified Public Accountant and has a B.S. in Accounting from Bryant University.

Daniel Steines, M.D., M.S. has served as our Chief Technology Officer since June 2014. From July 2004 to June 2014, he was our Senior Vice President of Research & Development. Prior to joining us, he served as the senior vice president of research & development for ImaTx, Inc., one of our wholly-owned subsidiaries, from September 2001 to July 2004, where he was responsible for the development of image analysis applications for the diagnosis of osteoarthritis and osteoporosis. Prior to that, he held research positions at Stanford University and The Charité, Universitätsmedizin in Berlin, working in the areas of new imaging techniques to assess osteoarthritis and articular cartilage as well as novel medical video applications. Dr. Steines has an M.S. in computer science from the Technical University and an M.D. from the Technical University of Aachen.

Patricia Davis, JD has served as our Chief Legal Officer, General Counsel and Corporate Secretary since March 2018. Prior to joining us, Ms. Davis was the general counsel and corporate secretary of Mevion Medical Systems. Before joining Mevion, she was senior vice president, general counsel, and secretary of Cynosure. She served in a similar position for 12 years at Palomar Medical Technologies before it was acquired by Cynosure. Ms. Davis has also held roles as senior patent counsel at Boston Scientific Corporation and legal associate at Fish & Richardson, P.C. Prior to law school, Ms. Davis worked as a hardware design engineer at Digital Equipment Corporation. She has a Bachelor of Science in Electrical Engineering from Northeastern University and a Juris Doctorate from Suffolk University Law School.

EXECUTIVE COMPENSATION

Our “named executive officers” for the year ended December 31, 2017 were as follows: Mark Augusti, our President and Chief Executive Officer; Paul Weiner, our Chief Financial Officer; and Daniel Steines, M.D., M.S., our Chief Technology Officer.

As an emerging growth company, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. These include, but are not limited to, reduced disclosure obligations regarding executive compensation in our proxy statements, including the requirement to include a Compensation Discussion and Analysis. We have elected to comply with the scaled disclosure requirements applicable to emerging growth companies. As an emerging growth company, we are permitted to limit reporting of compensation disclosure to our principal executive officer and our two other most highly compensated executive officers, which we refer to as our “named executive officers” or our “NEOs.”

Summary Compensation Table

The following table sets forth information regarding compensation awarded to, earned by or paid to our named executive officers during the years ended December 31, 2017, December 31, 2016 and December 31, 2015.

Narrative Disclosure to Summary Compensation Table

We review compensation annually for all employees, including our executives. In setting executive base salaries and bonuses and granting equity incentive awards, we consider compensation for comparable positions in the market, the historical compensation levels of our executives, individual performance as compared to our expectations and objectives, our desire to motivate our employees to achieve short- and long-term results that are in the best interests of our stockholders, and a long-term commitment to our company. We do not target a specific competitive position or a specific mix of compensation among base salary, bonus or long-term incentives.

Our board of directors has historically determined our executives’ compensation. Our compensation committee typically reviews and discusses management’s proposed compensation with our Chief Executive Officer for all executives other than our Chief Executive Officer. Based on those discussions and its discretion, the compensation committee then recommends to our board of directors the compensation for each executive officer and our Chief Executive Officer, including equity-based awards. The compensation committee has the authority to approve the cash compensation of our executive officers, but has historically made recommendations to our board of directors regarding such compensation. Our board of directors, without members of management present, discusses the compensation committee’s recommendations and ultimately approves the compensation of

our executive officers, including our Chief Executive Officer. We engaged Frederic W. Cook & Co. (“FW Cook”) as our independent compensation consultant to review our executive compensation peer group and program design and assess our executives’ compensation relative to comparable companies.

We use base salaries to recognize the experience, skills, knowledge and responsibilities required of all our employees, including our named executive officers. None of our named executive officers is currently party to an employment agreement or other agreement or arrangement that provides for automatic or scheduled increases in base salary.

In 2017, we paid base salaries of $520,000 to Mr. Augusti, $350,097 to Mr. Weiner and $322,390 to Dr. Steines. In 2016, we paid base salaries of $69,001 to Mr. Augusti, $350,479 to Dr. Lang, $336,600 to Mr. Weiner and $299,971 to Dr. Steines. Mr. Augusti’s employment began on November 14, 2016 and, as a result, the amount shown in the “Salary” column of the Summary Compensation Table for 2016 reflects payments made to him from the period between November 14, 2016 and December 31, 2016. For 2016, Mr. Augusti’s annualized base salary was $520,000.

Our board of directors has, in its discretion, awarded cash bonuses and granted equity awards in the form of restricted stock or stock options as bonuses to our executive officers from time to time in the past, and may award cash bonuses and grant equity awards as bonuses to our executive officers in the future. In February 2017, our compensation committee recommended, and our board of directors approved, a 2017 employee bonus and stock incentive plan. Pursuant to this plan, in May 2017, we awarded shares of restricted common stock to our named executive officers as follows: Mr. Augusti: 95,602 shares of common stock; Mr. Weiner: 47,801 shares of common stock; and Dr. Steines: 44,814 shares of common stock with such shares vesting over a four year period, with respect to 25% of the shares on each of the next four successive anniversaries of the Vesting Start Date. In addition, we granted stock options for common stock to our named executive officers as follows: Mr. Augusti: 190,114 stock options; Mr. Weiner: 95,057 stock options; and Dr. Steines: 89,116 stock option, with such stock options vesting in equal monthly installments commencing on June 15, 2017 through May 15, 2021, subject to the employee’s continued service to the Company and further subject to any written employment agreement with the Company in effect as of the grant date.

Pursuant to the terms and provisions of the 2015 Plan and the Company’s form of Restricted Stock Agreement under the 2015 Plan, in August 2017, we awarded additional incentive shares of restricted common stock to: Mr. Augusti: 100,000 shares; Mr. Weiner: 33,000 shares; and Dr. Steines: 20,000 shares, with such shares vesting over a four year period, with respect to 25% of the shares on each of the next four successive anniversaries of the Vesting Start Date, subject to the employee’s continued service to the Company and further subject to any written employment agreement with the Company in effect as of the grant date.

In December 2017, we approved discretionary bonus awards pursuant to the Company’s 2017 Employee Bonus and Stock Incentive Plan (the “2017 Bonus Plan”) to certain employees of the Company, including the Company’s executive officers. In lieu of cash, bonuses were granted as shares of stock, in a number based on the average closing price of the Company’s stock on the Nasdaq Global Select Market for the 60 calendar days preceding the grant date (the “Bonus Shares”). The Bonus Shares were fully vested on the grant date. The target bonus under the 2017 Bonus Plan was a percentage of an individual employee’s base salary, and is earned based on the achievement of individual and corporate performance objectives, including achieving revenue and gross margin performance targets determined by the Committee. Based on its evaluation of Company performance and the recommendation of the Committee, the Board awarded bonuses equivalent to 40% of the target bonuses, and approved the following grants of Bonus Shares to the Company’s executive officers as follows: Mr. Augusti: 48,844 shares of common stock; Mr. Weiner: 21,923 shares of common stock; and Dr. Steines: 16,150 shares of common stock. No annual cash bonus payments were made under our 2017 cash bonus award program.

As part of our annual compensation-setting process, in February 2018, our compensation committee recommended, and our board of directors approved, an employee bonus and stock incentive plan for the 2018 calendar year, or the 2018 Bonus Plan. Under the 2018 Bonus Plan, certain employees, including our named executive officers, are eligible to earn a cash bonus and to receive awards of equity. Each of our named executive officers is eligible to receive an annual cash bonus that is based on a percentage of their annual base salary as follows: Mr. Augusti: 75%; Mr. Weiner: 50%; and Dr. Steines: 40%. The cash bonus is based a combination of financial and individual performance in 2018, including achieving revenue and gross margin performance targets based on recommendations from our compensation committee, and, subject to performance

under the 2018 plan, any cash bonus will be paid in 2019. The determination of whether a bonus will be granted to any employee, and the amount of any such bonus, will also be determined by the board of directors in its sole discretion. In addition, each of our named executive officers is eligible to receive an annual equity grant pursuant to the 2018 Bonus Plan where such equity grant will be determined by our compensation committee and approved by our board of directors (or a committee delegated by our board of directors).

Outstanding Equity Awards at Year End

The following table sets forth information regarding outstanding stock options and unvested restricted stock held by our named executive officers as of December 31, 2017.

Agreements with Named Executive Officers

We entered into an employment agreement, dated October 19, 2016, with Mark Augusti and, on December 2, 2016 the board of directors approved an amendment and restatement of that agreement (as amended and restated, the “Employment Agreement”) which sets forth certain terms of Mr. Augusti’s employment. Pursuant to the terms of the Employment Agreement, Mr. Augusti receives an annual base salary of $520,000. In addition, Mr. Augusti received a one-time signing bonus of $200,000 and he is eligible to receive an annual target performance bonus of 75% of his annual base salary. The actual performance bonus percentage is discretionary and will be subject to the board of director’s assessment of Mr. Augusti’s performance as well as general business conditions at the Company. In connection with his Employment Agreement, the board granted to Mr. Augusti an incentive stock option to purchase shares of our common stock having a Black Scholes value of $800,000 (the “Option Grant”) under our stock incentive plan (the “Plan”). The Option Grant vested and became exercisable with respect to 25% of the total number of shares on December 2, 2017 and the remainder of the Option Grant vests in equal monthly installments over a three-year period. Mr. Augusti also received a restricted stock award for 44,750 shares of our common stock (the “RSA Grant”) under the Plan. The RSA Grant will vest in four equal installments on each anniversary of the grant. Mr. Augusti is also eligible to participate in all of our customary employee benefit plans or programs generally available to our full-time employees and/or executive officers. In the event Mr. Augusti’s employment is terminated without cause, Mr. Augusti will be eligible to receive severance pay in the form of salary continuation on our standard payroll dates following the termination date. Mr. Augusti will also receive a continuation of group health insurance coverage through COBRA with the cost of such benefits to be shared in the same relative proportion by the Company and Mr. Augusti as in effect on the date of termination. In the event of a change in control of the Company, Mr. Augusti will be entitled to accelerated vesting of his then unvested equity grants.

In February 2017, Mr. Augusti became eligible to receive initial annual long-term incentive equity awards with an aggregate target value of up to $800,000 under the Company’s long-term incentive program. Pursuant to Company’s long-term incentive program, in May 2017 we awarded 95,602 shares of restricted common stock to Mr. Augusti having an approximate value of $500,000, calculated using the 60-day average closing price of the common stock on the date of grant, and an option to acquire 190,114 shares of the Company’s common stock having an approximate value of as of the date of grant of $500,000, based on a Black Scholes value calculated using the 60-day average closing price of the common stock on the date of grant. The Restricted Stock Award was granted under and subject to the terms of the Company’s 2015 Stock Incentive Plan and will vest in equal annual installments over a four (4) year period beginning on the first anniversary of the date of grant subject to Mr. Augusti’s continued employment on each applicable vesting date; and otherwise is subject to the terms of the Company’s standard form of restricted stock award agreement and the annual long-term incentive program. The Stock Option was granted under and subject to the terms of the Company’s 2015 Stock Incentive Plan; has an exercise price equal to the fair market value of the Company’s common stock on the date of grant; will vest in equal monthly installments over a four (4) year period, subject to Mr. Augusti’s continued employment with the Company on each applicable vesting date; and otherwise is subject to the terms as are set forth in the Company’s standard form of stock option agreement and the annual long-term incentive program.

Pursuant to the terms and provisions of the 2015 Plan and the Company’s form of Restricted Stock Agreement under the 2015 Plan, in August 2017, we granted an additional incentive award of 100,000 shares of restricted common stock to Mr. Augusti, with such shares vesting over a four year period, with respect to 25% of the shares on each of the next four successive anniversaries of the Vesting Start Date, subject Mr. Augusti’s continued service to the Company and further subject to his Employment Agreement.

On September 14, 2017, ConforMIS, Inc. (the “Company”) entered into an amendment (the “Amendment”) to its Employment Agreement with Mark Augusti. The Amendment is effective as of August 1, 2017 and provides that the Company will reimburse Mr. Augusti up to an aggregate of $125,000 of relocation expenses incurred through August 1, 2017 (“Relocation Expenses”), and, beginning August 2, 2017, up to $25,000 per calendar quarter for moving and commuting expenses as well as other costs incurred by him or his immediate family in traveling to and from his residence in North Carolina to his temporary residence in Massachusetts, until either Mr. Augusti establishes a principal residence in Massachusetts or the Board of Directors determines in its sole discretion that the payment of such expenses is no longer required. Additionally, the Amendment conforms the original terms of Mr. Augusti’s annual long-term incentive award (the “Long-Term Incentive Award”) entitlement to the terms of the grant that was granted to Mr. Augusti by the Company’s Board of Directors in May 2017.

In December 2017, we approved discretionary bonus awards pursuant to the Company’s 2017 Employee Bonus and Stock Incentive Plan (the “2017 Bonus Plan”) to certain employees of the Company, including the Company’s executive officers. In lieu of cash, bonuses were granted as shares of restricted stock, in a number based on the average closing price of the Company’s stock on the Nasdaq Global Select Market for the 60 calendar days preceding the grant date (the “Bonus Shares”). The Bonus Shares were fully vested as of the grant date. The target bonus under the 2017 Bonus Plan is a percentage of an individual employee’s base salary, and is earned based on the achievement of individual and corporate performance objectives, including achieving revenue and gross margin performance targets determined by the Committee. Based on its evaluation of Company performance and the recommendation of the Committee, the Board awarded bonuses equivalent to 40% of the target bonuses, and approved a grant of Bonus Shares of 48,844 shares of restricted common stock to Mr. Augusti. Mr. Augusti received no annual cash bonus payment under our 2017 cash bonus award program.

On March 14, 2018, the board of directors approved an annual salary for 2018 for Mr. Augusti of $535,600.

In May 2015, we entered into amended and restated employment agreements with Mr. Weiner and Dr. Steines. Each of these agreements provides that the named executive officer’s employment will continue until either we or the executive provides written notice of termination in accordance with the terms of the agreement. In addition, we have agreements with each of our named executive officers that prohibit the executive from disclosing confidential information and from competing with us during the term of his employment and for a specified time thereafter, where permitted under applicable law, and that provides for the assignment of intellectual property rights to us. In June 2016, we entered into retention agreements with Mr. Weiner and Dr. Steines that provide for certain retention benefits from the effective date of those agreements until the one-year anniversary of the hiring of our President and Chief Executive Officer, Mark Augusti. The retention agreements provide, among other things, a grant of stock having an aggregate value equal to one-year of the executive’s base salary as of the date of grant on August 15, 2016, using the average of the closing trading price of the Company’s common stock during the period from and including May 18, 2016 to August 15, 2016, which vests in full on November 14, 2017. The retention agreements also provide for payment of base salary and vesting of all outstanding unvested equity awards that would have vested during an extended severance period. The extended severance period is twelve months through the first anniversary of the hiring of Mr. Augusti, or November 14, 2017, and thereafter is reduced by one month at the end of each month following the first anniversary until the severance period reduces to six months. On March 9, 2018, we entered into second amendments of the amended and restated employment agreements with Mr. Weiner and Dr. Steines providing clarification that upon a termination by the executive for good reason or a termination by the Company other than for cause, the Company will pay the executive (i) any bonus accrued by the Company or approved by the board of directors for the year prior to such termination, unless already paid, and (ii) a bonus determined by the board of directors for the year in which such termination occurs, with all targets, goals, milestones and other contingencies deemed to have been met by the Company and the executive for such year.

Pursuant to the terms and provisions of the 2015 Plan and the Company’s form of Restricted Stock Agreement under the 2015 Plan, in August 2017, we awarded additional incentive shares of restricted common stock to Mr. Weiner: 33,000 shares; and Dr. Steines: 20,000 shares, with such shares vesting over a four year period, with respect to 25% of the shares on each of the next four successive anniversaries of the vesting start date, subject to the employee’s continued service to the Company and further subject to the amended and restated employment agreements as amended with Mr. Weiner and Dr. Steines.

In December 2017, we approved discretionary bonus awards pursuant to the Company’s 2017 Employee Bonus and Stock Incentive Plan (the “2017 Bonus Plan”) to certain employees of the Company, including the Company’s executive officers. In lieu of cash, bonuses were granted as shares of restricted stock, in a number based on the average closing price of the Company’s stock on the Nasdaq Global Select Market for the 60 calendar days preceding the grant date (the “Bonus Shares”). The Bonus Shares were fully vested as of the grant date. The target bonus under the 2017 Bonus Plan is a percentage of an individual employee’s base salary, and is earned based on the achievement of individual and corporate performance objectives, including achieving revenue and gross margin performance targets determined by the Committee. Based on its evaluation of Company performance and the recommendation of the Committee, the Board awarded bonuses equivalent to 40% of the target bonuses, and approved the following grants of Bonus Shares to: Mr. Weiner: 21,923 shares of common stock; and Dr. Steines: 16,150 shares of common stock. No annual cash bonus payments were made under our 2017 cash bonus award program.

On March 14, 2018, the board of directors approved annual salaries for 2018 for Mr. Weiner: $362,351 and for Dr. Steins: $332,062. Each of these executives is also eligible, in the sole discretion of the compensation committee of our board of directors, to receive an annual bonus. Each of the executive’s target cash bonus for 2017 was calculated as a percentage of his annual base salary as determined by the compensation committee, subject to approval by our board of directors.

Termination of the Employment of our Former President & Chief Executive Officer

On November 14, 2016, Dr. Lang’s employment with the Company terminated. Effective upon his termination from the Company, Dr. Lang received severance benefits consistent with the provisions of his employment agreement with the Company, including continuation on our standard payroll dates of his base salary in effect at the time of termination and continuation of coverage under the Company’s group health insurance plans at the same cost as active employees for a period of 12 months. Dr. Lang was entitled to receive an annual base salary of $455,000 at the time of his termination. In 2017, we incurred $354,429 in severance payments to Dr. Lang. Dr. Lang agreed to certain obligations under his existing amended and restated employee confidential information, inventions and non-competition agreement which remain in effect as well as to cooperate with the Company as specified therein. Dr. Lang also will continue to receive payments pursuant to his Amended and Restated Revenue Sharing Agreement with the Company dated September 2, 2011. See “Revenue Sharing Agreement with Dr. Lang”.

Potential Payments upon Termination or Change in Control Transaction

Each of our named executive officers will be entitled to severance payments if his employment is terminated under specified circumstances.

Termination During Change of Control Period. If we terminate the executive’s employment other than for cause, or if the executive terminates his employment with us for good reason, during a change of control period, as described below, we are obligated to:

A change of control period is, in the case of Mr. Augusti, the period of twenty-four months following a change in control, and, in the cases of Mr. Weiner and Dr. Steines, the period beginning three months immediately preceding and ending twelve months immediately following a change of control. The terms “termination for cause,” “termination for good reason” and “change of control” are defined in each executive’s employment agreement.

Termination Outside of Change of Control Period. If we terminate the named executive officer’s employment other than for cause or if the executive terminates his employment with us for good reason other than during a change of control period, we are obligated to:

Each of our executives is required to execute a release of claims as a condition precedent to receipt of the severance payments described above.

Termination Resulting from Death or Disability. In the event that Mr. Augusti’s employment terminates as a result of his death or disability, as defined in his employment agreement, between the end of a calendar year and the bonus payment date, we are obligated to,

In the event that Mr. Weiner’s or Dr. Steines’ employment terminates as a result of his death or disability, as defined in his employment agreement, we are obligated to:

Stock Option and Other Compensation Plans

2004 Stock Option Plan

Our 2004 Stock Option Plan, or 2004 Plan, was adopted by our board of directors and approved by our stockholders in June 2004. Our 2004 Plan was amended in October 2005, August 2007, May 2008 and September 2009. A maximum of 3,792,943 shares of common stock was authorized for issuance under the 2004 Plan.

The 2004 Plan is administered by our board of directors. The 2004 Plan provided for the grant of incentive stock options and nonqualified stock options. Our employees, directors and consultants, and employees, directors and consultants of our parent or subsidiary corporations, were eligible to receive awards under the 2004 Plan. However, incentive stock options could only be granted to employees. The terms of awards are set forth in the applicable award agreements.

Awards under the 2004 Plan are subject to appropriate adjustments in the event of a stock split, reverse stock split, stock dividend, or recapitalization, combination or reclassification with respect to our stock.

Upon a merger of our company with or into another corporation or sale of all or substantially all of our assets, in addition to any rights provided in an applicable award agreement:

Upon a liquidation or dissolution, we must notify participants at least 30 days prior to such action, and all outstanding awards will terminate immediately prior to the consummation of such liquidation or dissolution, unless previously exercised by the participant.

With participant consent, our board of directors may modify or amend, or defer the exercise date of, any awards under the 2004 Plan. Subject to applicable stockholder approval requirements, our board of directors may amend or alter the 2004 Plan at any time, except that no amendment or alteration may adversely affect outstanding awards without participant consent except as expressly permitted under the 2004 Plan.

Effective upon the adoption of our 2011 stock option/stock issuance plan, or 2011 Plan, we ceased making awards under the 2004 Plan. Following the adoption of our 2011 Plan, any shares of common stock subject to awards originally granted under the 2004 Plan that expired, terminated, or were otherwise surrendered, canceled, forfeited or repurchased without having been fully exercised or resulting in any common stock being issued were available for issuance under the 2011 Plan.

As of December 31, 2017, there were options to purchase an aggregate of 711,348 shares of common stock outstanding under the 2004 Plan at a weighted-average exercise price of $3.75 per share. Following the adoption of our 2015 Plan any shares of common stock subject to awards originally granted under the 2004 Plan that expire, terminate, or are otherwise surrendered, canceled, forfeited or repurchased without having been fully exercised or resulting in any common stock being issued will be available for issuance under the 2015 Plan, up to a specified number of shares.

2011 Stock Option Plan/Stock Issuance Plan

Our 2011 Plan was adopted by our board of directors in February 2011 and approved by our stockholders in March 2011. Our 2011 Plan was amended in March 2012 and July 2013. A maximum of 6,630,242 shares of our common stock are authorized for issuance under the 2011 Plan.

The 2011 Plan is administered by our board of directors and provides for the grant of incentive stock options within the meaning of Section 422 of the Code, non-statutory stock options and stock awards. Following the closing of initial public offering on July 7, 2015, we ceased granting options under the 2011 Plan. However, incentive stock options may only be granted to our employees. The terms of awards are set forth in the applicable award agreements.

Awards under the 2011 Plan are subject to appropriate adjustments in the event of a stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting our outstanding common stock as a class without our receipt of consideration.

Upon a change of control, as defined in the 2011 Plan:

Our board of directors has the discretion, exercisable either at the time an award is granted or at any time while an award remains outstanding, to provide that such award will become fully vested upon the occurrence of a change of control or other specified event or the participant’s involuntary termination, as defined in the 2011 Plan, within a designated period following a specified event.

Subject to any applicable stockholder approval requirements pursuant to applicable laws and regulations, our board of directors may amend or terminate the 2011 Plan or any awards under the Plan in any or all respects, except that no amendment or termination may adversely affect the rights and obligations with respect to outstanding awards without participant consent. Our board of directors has the authority, with the consent of the affected participants, to cancel any or all outstanding options under the 2011 Plan and grant in substitution therefor new options covering the same or a different number of shares of our common stock.

As of December 31, 2017, there were options to purchase an aggregate of 1,870,441 shares of common stock outstanding under the 2011 Plan at a weighted-average exercise price of $7.81 per share. Following the adoption of our 2015 Plan, any shares of common stock subject to awards originally granted under the 2011 Plan that expire, terminate, or are otherwise surrendered, canceled, forfeited or repurchased without having been fully exercised or resulting in any common stock being issued will be available for issuance under the 2015 Plan, up to a specified number of shares.

2015 Stock Incentive Plan

Our board of directors adopted, and our stockholders approved, our 2015 Plan, which became effective in June 2015. The 2015 Plan provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock units and other stock-based awards. The number of shares of our common stock that are reserved for issuance under the 2015 Plan are the sum of: (1) 2,000,000; plus (2) 259,403 shares of our common stock reserved for issuance under the 2011 Plan and the number of shares of our common stock subject to outstanding awards under the 2011 Plan or under the 2004 Plan that expire, terminate or are otherwise surrendered, canceled, forfeited or repurchased by us at their original issuance price pursuant to a contractual repurchase right; plus (3) an annual increase, to be added on the first day of each fiscal year, beginning with the fiscal year ending December 31, 2016 and continuing until, and including, the fiscal year ending December 31, 2025, equal to the least of (a) 3,000,000 shares of our common stock, (b) 3% of the number of shares of our common stock outstanding on the first day of such fiscal year and (c) an amount determined by the Board.

Our employees, officers, directors, consultants and advisors are eligible to receive awards under the 2015 Plan. Incentive stock options, however, may only be granted to our employees.

Pursuant to the terms of the 2015 Plan, our board of directors (or a committee delegated by our board of directors) administers the plan and, subject to any limitations in the plan, selects the recipients of awards and determines:

If our board of directors delegates authority to an executive officer to grant awards under the 2015 Plan, the executive officer will have the power to make awards to all of our employees, except executive officers, subject to any limitations under the 2015 Plan. Our board of directors will fix the terms of the awards to be granted by such executive officer, including the exercise price of such awards, which may include a formula by which the exercise price will be determined, and the maximum number of shares subject to awards that such executive officer may make.

Effect of Certain Changes in Capitalization

Upon the occurrence of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in capitalization or event, or any dividend or distribution to holders of our common stock other than an ordinary cash dividend, our board of directors shall equitably adjust:

Effect of Certain Corporate Transactions

Upon a merger or other reorganization event, as defined in our 2015 Plan, our board of directors may, on such terms as our board determines, except to the extent specifically provided otherwise in an applicable award agreement or other agreement between the participant and us, take any one or more of the following actions pursuant to the 2015 Plan as to some or all outstanding awards, other than restricted stock:

cash payment to the participants with respect to each award held by a participant equal to (1) the number of shares of our common stock subject to the vested portion of the award, after giving effect to any acceleration of vesting that occurs upon or immediately prior to such reorganization event, multiplied by (2) the excess, if any, of the cash payment for each share surrendered in the reorganization event over the exercise, measurement or purchase price of such award and any applicable tax withholdings, in exchange for the termination of such award; and/or

Our board of directors does not need to take the same action with respect to all awards, all awards held by a participant or all awards of the same type.

In the case of certain restricted stock units, no assumption or substitution is permitted, and the restricted stock units will instead be settled in accordance with the terms of the applicable restricted stock unit agreement.

Upon the occurrence of a reorganization event other than a liquidation or dissolution, the repurchase and other rights with respect to outstanding awards of restricted stock will continue for the benefit of the successor company and will, unless the board of directors may otherwise determine, apply to the cash, securities or other property into which shares of our common stock are converted or exchanged pursuant to the reorganization event. Upon the occurrence of a reorganization event involving a liquidation or dissolution, all restrictions and conditions on each outstanding award of restricted stock will automatically be deemed terminated or satisfied, unless otherwise provided in the agreement evidencing the restricted stock award or any other agreement between the participant and us.

At any time, our board of directors may, in its sole discretion, provide that any award under the 2015 Plan will become immediately exercisable in full or in part, free of some or all restrictions or conditions, or otherwise realizable in whole or in part as the case may be.

No award may be granted under the 2015 Plan on or after June 30, 2025. Our board of directors may amend, suspend or terminate the 2015 Plan at any time, except that stockholder approval may be required to comply with applicable law or stock market requirements.

As of December 31, 2017, there were options to purchase an aggregate of 1,046,206 shares of common stock outstanding under the 2015 Plan at a weighted-average exercise price of $5.96 per share.

401(k) Plan

The named executive officers are eligible to participate in our 401(k) retirement plan in the same manner as other employees. Currently, we match 50% of employee contributions up to the first 2.5% of the employee’s salary in total, subject to the statutorily prescribed limit and the match vests over a period of three years.

Securities Authorized for Issuance under Equity Compensation Plans

The following table contains information about our equity compensation plans as of December 31, 2017. As of December 31, 2017, we had three equity compensation plans, each of which were approved by our stockholders: the 2004 Plan, the 2011 Plan and the 2015 Plan.

DIRECTOR COMPENSATION

Summary Compensation Table

The following table sets forth a summary of the compensation earned by our Compensated Directors for the year ended December 31, 2017, with the exception of Mr. Augusti, who does not receive compensation for service on our board of directors and whose compensation is included in the “Summary Compensation Table” above under “Executive Compensation.” Only the four Compensated Directors indicated below were entitled to receive compensation, including both cash and equity, for service on our board of directors for fiscal year 2017.

Director Compensation Arrangements

For the period extending from the 2017 Annual Meeting of Stockholders to the 2018 Annual Meeting of Stockholders, our board approved compensation for Kenneth Fallon III, Philip W. Johnston, Bradley Langdale and Richard Meelia (each a “Compensated Director”), which excluded our non-employee directors who are associated with an institutional investor that, singularly or collectively with any affiliates, holds 1% or more of the outstanding common stock of the Company. Our board, based on the recommendations of our compensation committee, evaluates and approves the compensation of our directors annually, and has used the following compensation scheme to compensate our Compensated Directors since our initial public offering in June 2015:

Unless otherwise provided at the time of grant, subject to the Compensated Director’s continued service as a director, the initial grant of our restricted common stock referred to in the first bullet above vests with respect to 100% of the shares upon the two year anniversary of the grant date, and each annual grant of our restricted common stock referred to in the second bullet point above vests with respect to 100% of the shares upon the earlier of the first anniversary of the grant date or the date of the first annual meeting of stockholders after the grant date. In the case of each of such initial grants and such annual grants, in the event of a change in control, the vesting schedule of the shares subject to each grant will accelerate in full.

Each annual cash fee is payable in arrears in twelve equal monthly installments. The amount of each payment is prorated for any portion of a month that a director is not serving on our board or committee, as applicable.

Each non-employee director is entitled to reimbursement for reasonable travel and other expenses incurred in connection with attending meetings of the board of directors and any committee on which he or she serves, subject to our company travel and expense policy.

AUDIT-RELATED MATTERS

Audit Committee Report

The audit committee of the board of directors of ConforMIS, Inc. has reviewed ConforMIS’ audited financial statements for the fiscal year ended December 31, 2017 and discussed them with ConforMIS’ management and Grant Thornton LLP, ConforMIS’ independent registered public accounting firm.

The audit committee has received from, and discussed with, Grant Thornton LLP various communications that Grant Thornton LLP is required to provide to the audit committee, including the matters required to be discussed by Auditing Standard No. 16 (Communications with Audit Committees), as adopted by the Public Company Accounting Oversight Board in Rule 3200T.

The audit committee has received the written disclosures and the letter from Grant Thornton LLP required by Rule 3526 of the Public Company Accounting Oversight Board (Communications with Audit Committees Concerning Independence), and has discussed with ConforMIS’s independent registered public accounting firm its independence.

Based on the review and discussions referred to above, the audit committee recommended to ConforMIS’ board of directors that the audited financial statements referred to above be included in ConforMIS’ Annual Report on Form 10-K for the year ended December 31, 2017.

By the audit committee of the board of directors of ConforMIS, Inc.

Bradley Langdale
Richard Meelia
Michael Milligan

Audit Fees and Services

The following table summarizes the fees of Grant Thornton LLP, our independent registered public accounting firm, for each of the last two fiscal years.

All such accountant services and fees were pre-approved by our audit committee in accordance with the “Pre-Approval Policies and Procedures” described below.

Pre-Approval Policies and Procedures

Our audit committee has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be performed by our independent registered public accounting firm. This policy generally provides that we will not engage our independent registered public accounting firm to render audit or non-audit services unless the service is specifically approved in advance by our audit committee or the engagement is entered into pursuant to a de minimis exception in accordance with applicable SEC rules.

MATTERS TO BE VOTED ON

Proposal 1: Election of Class III Directors

In accordance with the terms of our restated certificate of incorporation and amended and restated by-laws, our board of directors is divided into three classes, class I, class II and class III, with members of each class serving staggered three-year terms. Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the Annual Meeting of Stockholders in the year in which their term expires. At each Annual Meeting of Stockholders, directors are elected for a full term of three years to succeed those directors whose terms are expiring.

Philipp Lang and Bradley Langdale are current class III directors whose terms expire at the Annual Meeting. Dr. Lang was not nominated for re-election as a class III director of the Company at the Annual Meeting by our nominating and corporate governance committee. In March 2018, based in part on the recommendation of our nominating and corporate governance committee, our board of directors nominated Kenneth Fallon III for election as a class III director and Bradley Langdale for re-election as a class III director of the Company, each with a term ending in 2021. Contingent and effective upon Mr. Fallon’s election as a class III director, Mr. Fallon’s resignation as a class I director will be effective.

Unless otherwise instructed in the proxy, all proxies will be voted “FOR” the election of Kenneth Fallon III and Bradley Langdale to three-year terms ending in 2021, each such nominee to hold office until his successor has been duly elected and qualified. Stockholders who do not wish their shares to be voted for any or all of the nominees may so indicate by striking out the name of such nominee(s) on the proxy card. Each of the nominees has indicated his willingness to serve on our board, if elected. If any nominee should be unable to serve, the person acting under the proxy may vote the proxy for a substitute nominee designated by our board. We do not contemplate that either of the nominees will be unable to serve if elected.

OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF EACH OF THE NOMINEES AS DIRECTORS.

Proposal 2: To Ratify the Selection of Grant Thornton LLP as ConforMIS’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2018

The audit committee of our board of directors has selected the firm of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018. Grant Thornton LLP has served as our independent registered public accounting firm since the fiscal year ended December 31, 2008. Although stockholder approval of the selection of Grant Thornton LLP is not required by law or NASDAQ rules, our audit committee believes that it is advisable and has decided to give our stockholders the opportunity to ratify this selection. If this proposal is not approved at the Annual Meeting, our audit committee may reconsider this selection.

Representatives of Grant Thornton LLP are expected to be present at the Annual Meeting and will have the opportunity to make a statement if they desire to do so. It is also expected that they will be available to respond to appropriate questions from stockholders.

OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF THE SELECTION OF GRANT THORNTON LLP AS CONFORMIS’ S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2018.

OWNERSHIP OF COMMON STOCK

The following table sets forth information with respect to the beneficial ownership of our common stock as of March 15, 2018 by:

The percentages in the columns entitled “Shares Beneficially Owned” are based on a total of 60,843,270 shares of our common stock outstanding as of March 15, 2018. The information set forth in the columns entitled “Shares Beneficially Owned” do not give effect to the issuance of any additional shares issuable upon exercise of outstanding options or warrants as of March 15, 2018.

Beneficial ownership is determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to our common stock. Shares of our common stock subject to options or warrants that are currently exercisable or exercisable within 60 days of March 15, 2018, are considered outstanding and beneficially owned by the person holding the options or warrants for the purpose of calculating the percentage ownership of that person but not for the purpose of calculating the percentage ownership of any other person. Except as otherwise noted, the persons and entities in this table have sole voting and investing power with respect to all of the shares of our common stock beneficially owned by them, subject to community property laws, where applicable. Except as otherwise set forth below, the address of the beneficial owner is c/o ConforMIS, Inc., 600 Technology Park Drive, Billerica, MA 01821.

Beneficial ownership representing less than one percent of our outstanding common stock is denoted with an “*.”

shares of common stock issuable to Dr. Steines upon the exercise of options exercisable within 60 days after March 15, 2018 and (c) 120,000 shares of common stock held by the Steines 2011 Family Trust for which Dr. Steines’ spouse is the trustee and his children are beneficiaries. Dr. Steines disclaims beneficial ownership of the shares held by the Steines 2011 Family Trust, except to the extent of any pecuniary interest therein.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors, executive officers and holders of more than 10% of our common stock to file with the SEC initial reports of ownership of our common stock and other equity securities on a Form 3 and reports of changes in such ownership on a Form 4 or Form 5. Directors, executive officers and holders of more than 10% of our common stock are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. To our knowledge, based solely on a review of our records and representations made by our directors and officers regarding their filing obligations, all Section 16(a) filing requirements were satisfied with respect to 2017, except that Philipp Lang, David Cerveny, Daniel Steines, and Paul Weiner, each did not timely file a Form 4 with respect to one transaction on October 18, 2017 which was submitted on November 16, 2017.

OTHER MATTERS

Our board of directors does not know of any other matters that may come before the Annual Meeting. However, if any other matters are properly presented to the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote, or otherwise act, in accordance with their judgment on such matters.

Solicitation of Proxies

This proxy is solicited on behalf of our board of directors. We will bear the expenses connected with this proxy solicitation. We expect to pay banks, brokers and other nominees their reasonable expenses for forwarding proxy materials and annual reports to principals and obtaining their voting instructions. In addition to the use of the mails, our directors, officers and employees may, without additional remuneration, solicit proxies in person or by use of other communications media.

Householding of Annual Meeting Materials

Some brokers and other nominee record holders may be “householding” our proxy materials. This means a single notice and, if applicable, the proxy materials, will be delivered to multiple stockholders sharing an address unless contrary instructions have been received. We will promptly deliver a separate copy of the notice and, if applicable, the proxy materials and our 2017 annual report to stockholders, which consists of our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, to you if you write or call us at ConforMIS, Inc., 600 Technology Park Drive, Billerica, MA 01821, Attention: General Counsel, or by calling (781) 345-9001. If you would like to receive separate copies of our proxy materials and annual reports in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker, or other nominee record holder, or you may contact us at the above address and telephone number.

Deadline for Submission of Stockholder Proposals for 2019 Annual Meeting of Stockholders

Proposals of stockholders intended to be presented at our 2019 Annual Meeting of Stockholders pursuant to Rule 14a-8 promulgated under the Exchange Act must be received by us at our principal offices, 600 Technology Park Drive, Billerica, MA 01821, Attention: General Counsel, no later than November 16, 2018, the date that is 120 days prior to the first anniversary of the date of this proxy statement, in order to be included in the proxy statement and proxy card relating to that meeting.

If a stockholder wishes to present a proposal (including director nominations) at our 2019 Annual Meeting of Stockholders, but does not wish to have the proposal considered for inclusion in our proxy statement and proxy card, pursuant to the advance notice provision in our by-laws, such stockholder must give written notice to our Secretary at our principal executive offices at the address noted above. The Secretary must receive such notice no earlier than December 31, 2018, and no later than January 30, 2019, provided that if the date of the 2019 Annual Meeting of Stockholders is advanced by more than 20 days, or delayed by more than 60 days, from the first anniversary of the Annual Meeting, such notice must instead be received by the Secretary no earlier than the 120th day prior to the 2019 Annual Meeting of Stockholders and not later than the close of business on the later of (i) the 90th day prior to the 2019 Annual Meeting of Stockholders and (ii) the tenth day following the day on which notice of the date of the 2019 Annual Meeting of Stockholders was mailed or public disclosure of the date of the 2019 Annual Meeting of Stockholders was made, whichever occurs first.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Notice and Proxy Statement and 2017 Annual Report are available at www.proxyvote.com.