DEF 14A of Ocular Therapeutix, Inc
Filed Apr 30, 2026 · FY20250001104659-26-053176
Board of Directors
Board of Directors Our Board of Directors Set forth below are the names, the class and certain biographical information about each director nominee and continuing member of our board of directors, or board, as of April 13, 2026. The information presented includes each director nominee’s and continuing director’s principal occupation and business experience for the past five years and the names of other public companies of which he or she has served as a director during the past five years. We believe that all of our directors and nominees possess the attributes and characteristics described in “—Board Processes—Director Nomination Process.”
Board of Directors
| Name | Age | Class | Position | | Pravin U. Dugel, M.D. | 62 | III | Executive Chairman, President and Chief Executive Officer | | Adrienne L. Graves, Ph.D. (1) | 72 | I | Director | | Seung Suh Hong, Ph.D. (1) | 68 | II | Director | | Richard L. Lindstrom, M.D.(1)(2) | 78 | II | Director | | Merilee Raines(3) | 70 | III | Director | | Charles Warden(2)(3) | 57 | I | Lead Independent Director | | Leslie J. Williams(2)(3) | 66 | II | Director |
Board of Directors
| (1) Member of the Nominating and Corporate Governance Committee. |
Board of Directors
| (2) Member of the Compensation Committee. |
Board of Directors
| (3) Member of the Audit Committee. |
Board of Directors
Pravin U. Dugel, M.D. has served as Executive Chairman and as a member of our board of directors since February 2024, and as our President and Chief Executive Officer since April 2024. Dr. Dugel previously served as President of IVERIC bio, Inc., or IVERIC, a biopharmaceutical company, from May 2021 to October 2023, and as Executive Vice President, Chief Strategy and Business Officer of IVERIC from April 2020 to May 2021. Prior to IVERIC, Dr. Dugel was a managing partner at Retinal Consultants of Arizona from July 1994 to March 2021. Dr. Dugel previously served on the boards of Oculis Holding AG, a publicly traded biopharmaceutical company from 2020 to May 2024; IVERIC from January 2023 until its acquisition by Astellas US Holdings, Inc. in July 2023; and Aerpio Pharmaceuticals, Inc. from March 2017 until its acquisition by Aadi Bioscience, Inc. in August 2021. Dr. Dugel also served as a clinical professor at the USC Eye Institute in the Keck School of Medicine at the University of Southern California and was a founding member of the Spectra Eye Institute in Sun City, Arizona. Dr. Dugel holds a B.A. from Columbia University in Comparative Literature and Molecular Biology and an M.D. from the UCLA School of Medicine, and he completed his residency in ophthalmology at the USC Eye Institute. He completed a medical retina fellowship at the Bascom Palmer Eye Institute and a surgical eye fellowship at the USC Eye Institute. We believe that Dr. Dugel is qualified to serve on our board of directors because of his executive leadership experience in the ophthalmology industry, his background in ophthalmology, his service on the boards of directors of other life sciences companies, and his extensive knowledge of the company based on his position as President and Chief Executive Officer. Adrienne L. Graves, Ph.D. has served as a member of our board of directors since July 2023. Dr. Graves served as President and Chief Executive Officer of Santen Inc., the United States subsidiary of a publicly traded Japanese pharmaceutical company, from 2002 to 2010, and previously served as Senior Vice President of Worldwide Clinical Development (United States, Europe, and Japan), from 1995 to 2002. Dr. Graves has served as a member of the board of directors of Harrow, Inc., or Harrow (formerly known as Harrow Health, Inc. and Imprimis Pharmaceuticals, Inc.), a publicly-traded ophthalmic healthcare company, since January 2024; Opus Genetics, Inc. a publicly-traded ophthalmic gene therapy company since October 2024; NVasc, Inc., a privately-held early-stage ophthalmology company since November 2023; Implandata Ophthalmic Products GmbH, a medical equipment manufacturer since October 2023; JelliSee Ophthalmics, Inc., a privately-held medical device company, since July 2023; Qlaris Bio, Inc., a privately-held clinical-stage biotechnology company, since December 2019; and Osanni Bio, a privately-held biotechnology company focusing on retinal diseases, since June 2024. Previously, Dr. Graves served as a member of the boards of directors of IVERIC from December 2018 to July 2023, including serving as the chairman of IVERIC’s board from May 2021 to July 2023; Oxurion NV, a Belgian biopharmaceutical company, from October 2018 until March 2023; Nicox S.A., a French ophthalmology company, from 2014 to January 2024; and Greenbrook TMS Inc., a Canadian neurology and medical device company, from 2018 to December 2023. Dr. Graves received an A.B. in psychology from Brown University and a Ph.D. in psychobiology from the University of Michigan and completed a postdoctoral fellowship in visual neuroscience at the University of Paris. Dr. Graves has significant and broad executive leadership, corporate governance, operations and strategy, research, medical technology development, regulatory and legal, ophthalmology and life sciences industry experience. We believe that Dr. Graves is qualified to serve on our board of directors for these reasons. Seung Suh Hong, Ph.D. has served as a member of our board of directors since June 2019. Dr. Hong has served as Divisional Head of Daewoong Pharmaceutical Co., Ltd., a pharmaceutical company, since June 2025. Dr. Hong has served as a consultant to a number of biopharmaceutical companies since March 2019, including through MediRapha, a consulting firm for which he was the Chief Executive Officer. Previously, Dr. Hong served as Vice Chairman of the board of directors, Chief Scientific Officer and Chief Operating Officer of CentricsBio, Inc., a biotechnology company focused on immunotherapeutics, from January 2025 to May 2025; as Chief Executive Officer of Rophibio, Inc., a biopharmaceutical company from March 2023 to December 2024 and as its Senior Advisor from February 2022 to March 2023; as President and Chief Operating Officer of CELLemedy, a biopharmaceutical start-up company, from January 2021 to February 2023; and as Senior Advisor for Novelgen, a biopharmaceutical company, from April 2020 to February 2023, in South Korea. From April 2002 to March 2021, Dr. Hong served in various capacities at Celltrion Inc., a biopharmaceutical company, including as Senior Consultant at Celltrion Healthcare from February 2020 to March 2021; as President and Chief Executive Officer of Celltrion Healthcare Japan from August 2016 to January 2019; as President and Chief Executive Officer of Celltrion Healthcare from November 2014 to December 2015; and as President of Research and Development and Global Business Development from April 2002 to November 2014; Dr. Hong also served as Director at Sam Yang Corporation, a food and pharmaceutical company from April 1981 to April 2002. Dr. Hong received a B.S. in Agricultural Chemistry, an M.S. in Industrial Enzymology, and a Ph.D. in Enzymology and Fermentation from Seoul National University. Dr. Hong also participated in post-doctoral studies at the University of Wisconsin-Madison. Dr. Hong has significant executive leadership, operations and strategy, research, medical technology development and life sciences industry experience. We believe that Dr. Hong is qualified to serve on our board of directors for these reasons.
Board of Directors
Richard L. Lindstrom, M.D. has served as a member of our board of directors since 2012. Since 1989, Dr. Lindstrom has been an attending surgeon at Minnesota Eye Consultants P.A., a provider of eye care services, which he founded and where he previously served as the managing partner. Additionally, Dr. Lindstrom serves as the chief executive officer and chairman of Lindstrom Restoration, a 75-year-old privately held company. He has served as a member of the board of directors of LENSAR, Inc., a publicly-traded medical device company, since February 2018. He previously served as a member of the board of directors of Harrow from January 2015 to June 2023, where he continues as a senior advisor and board observer. Dr. Lindstrom served as associate director of the Minnesota Lions Eye Bank from 1987 to 2017 and as a trustee of the University of Minnesota Foundation for four terms and is currently Trustee Emeritus. He is a medical advisor for several medical device and pharmaceutical manufacturers and serves on the boards of several privately-held life sciences companies. Dr. Lindstrom previously served as president of the International Society of Refractive Surgery, the International Intraocular Implant Society, the International Refractive Surgery Club and the American Society of Cataract and Refractive Surgery. From 1980 to 1989, he served as a professor of ophthalmology, while also serving as the research chair for two years, at the University of Minnesota, where he is currently adjunct clinical professor emeritus. Dr. Lindstrom holds a B.A. in Pre-Medical Studies, a B.S. in Medicine and an M.D. from the University of Minnesota. During his training, Dr. Lindstrom participated in clinical research in the field of ophthalmology and completed a cornea fellowship, an anterior segment surgery fellowship and a glaucoma fellowship. Dr. Lindstrom is a named inventor on over 45 patents in the field of ophthalmology, having developed ophthalmic solutions, intraocular lenses and instruments that are used in clinical practices globally. Dr. Lindstrom has significant and broad executive leadership, corporate governance, strategy, risk management, financial, research, medical technology development, ophthalmology and life sciences industry experience. We believe that Dr. Lindstrom is qualified to serve on our board of directors for these reasons. Merilee Raines has served as a member of our board of directors since September 2021. Ms. Raines served as Chief Financial Officer of IDEXX Laboratories, Inc. from October 2003 until her retirement in May 2013. Ms. Raines also served as Executive Vice President of IDEXX from July 2012 until her retirement in May 2013. Prior to becoming Chief Financial Officer, Ms. Raines held several management positions with IDEXX, including Corporate Vice President of Finance, Vice President of Finance and Treasurer, Director of Finance, and Controller. Ms. Raines has served as a member of the boards of directors of Watts Water Technologies, Inc., a publicly-traded global supplier of water technologies and solutions, since February 2011; Excelitas Technologies Corporation, a privately-held photonics company providing sensing and detecting solutions, since August 2018; and TransMedics Group, Inc., a publicly-traded commercial stage medical technology company, since January 2021. She also served as a member of the board of directors of Benchmark Electronics, Inc., a publicly-traded worldwide provider of engineering services, integrated technology solutions and electronic manufacturing services, from May 2018 to June 2021 and Aratana Therapeutics, Inc., a publicly-traded veterinary therapeutics company, from February 2014 until its acquisition in July 2019. Ms. Raines has extensive executive leadership, accounting and finance, operations and strategy; risk management; corporate governance; medical technology development and commercialization; and life sciences industry experience. We believe that Ms. Raines is qualified to serve on our board of directors for these reasons. Charles Warden has served as a member of our board of directors since 2008 and as the Lead Independent Director of our board of directors since February 2024. He previously served as the Lead Independent Director of our board from 2014 to July 2019 and as the Chairman of our board from July 2019 to February 2024. Mr. Warden has served as the President and Chief Executive Officer and a director of Aquea Health, Inc., a clinical-stage, ophthalmic medical device company he co-founded, since January 2020. He also has served as a Managing Director at Versant Ventures since 2004. Prior to Versant, he was a General Partner at Schroder Ventures Life Sciences (now SV Life Sciences), where he worked from 1996 to 2004. Previously, Mr. Warden served as an associate with Boston Capital Ventures and as a consultant with Monitor Company. Throughout the course of his career as a venture capital investor, Mr. Warden has been actively involved with multiple medical device and ophthalmic incubators. He serves or has served on the boards of numerous privately-held life sciences companies, several of which have been in the field of ophthalmology. Mr. Warden holds a B.A. from Beloit College and an M.B.A. from Harvard University. Mr. Warden has significant and broad executive leadership, corporate governance, strategy, research, medical technology development, ophthalmology and life sciences industry experience. We believe that Mr. Warden is qualified to serve on our board of directors for these reasons.
Board of Directors
Leslie J. Williams has served as a member of our board of directors since March 2019. Since January 2026, Ms. Williams has served as President and Chief Executive Officer and as a member of the board of directors of DaCapo Brainscience, Inc., a privately-held biotechnology company. From February 2021 to April 2025, she served as the President and Chief Executive Officer and as a member of the board of directors of hC Bioscience, Inc., a privately-held biopharmaceutical company that she co-founded. She also has served as an executive-in-residence for the University of Iowa since 2020 and University of Virginia since 2021, and as an operating partner at Accelerator Life Science Partners since 2020, and advises biopharma companies from time-to-time. Ms. Williams was the founder of ImmusanT, Inc., a biotechnology company, and served as a member of its board of directors and as its President and Chief Executive Officer from its inception in December 2010 until the completion of its reverse merger in December 2019. She served as the President and Chief Executive Officer and as a member of the board of directors of Ventaira Pharmaceuticals, Inc., a specialty pharmaceutical company, from 2004 until 2008. Previously, Ms. Williams also was a venture partner at Battelle Ventures, an early-stage venture capital fund, and served on the boards of directors of Hepregen Inc., a company engaged in the development and marketing of proprietary drug screening products from 2010 to 2013, and of CDI Bioscience, Inc., a cell-line engineering and contract manufacturing company, from 2006 to 2010, and The Capital Network, a non-profit organization providing entrepreneurial education opportunities, from 2010 to 2016. Ms. Williams served as a member of the board of directors of Windtree Therapeutics, a publicly-traded biotechnology company, from February 2021 to August 2024. Since December 2025, she has also served as a member of the board of directors for Axelyf, Inc., a privately held biotechnology company. Ms. Williams also serves as a member of the board of directors of MassBio, a nonprofit organization representing 1,700 biopharma companies in Massachusetts and as a board member of Make-a-Wish Massachusetts and Rhode Island, and as a member of the board of directors of BIO (Biotechnology Innovation organization), a biotechnology advocacy organization. Ms. Williams is also a member of the board of advisors of Coral Sea Clinical Research Institute, an advisory board member of Life Science Cares, a former member of the executive board of the University of Iowa College of Pharmacy, founding Ambassador of BioBoost, founding member of Mass VX advisory committee and a member of the editorial advisory board of the Life Science Leader. Ms. Williams received a B.S. in Nursing from the University of Iowa and an M.B.A. from the Washington University John Olin School of Business. Ms. Williams has significant and broad executive leadership, corporate governance, strategy, research, medical technology development and life sciences industry experience. We believe that Ms. Williams is qualified to serve on our board of directors for these reasons. Board Composition Our board of directors is currently authorized to have, and currently consists of, seven members. Each of our directors holds office until his or her successor has been duly elected and qualified or until the earlier of his or her death, resignation or removal. Our certificate of incorporation and by-laws provide that the authorized number of directors may be changed only by resolution of our board of directors. Our certificate of incorporation and by-laws also provide that our directors may be removed only for cause by the affirmative vote of the holders of 75% of the votes which all of our stockholders would be entitled to vote in any annual election of directors or class 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. Proxies cannot be voted for a greater number of persons than the number of nominees named in this proxy statement. 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. The members of the classes are divided as follows:
Board of Directors
| ● | the class III directors are Pravin U. Dugel, M.D. and Merilee Raines, and their terms expire at the Annual Meeting; |
Board of Directors
| ● | the class I directors are Adrienne L. Graves, Ph.D. and Charles Warden, and their terms expire at the annual meeting of stockholders to be held in 2027; and |
Board of Directors
| ● | the class II directors are Seung Suh Hong, Ph.D., Richard L. Lindstrom, M.D. and Leslie J. Williams, and their terms expire at the annual meeting of stockholders to be held in 2028. |
Board of Directors
Upon the expiration of the term of a class of directors, directors in that class are eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their terms expire. Board Determination of Independence Applicable Nasdaq rules require a majority of a listed company’s board of directors to be comprised of independent directors. In addition, the Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act, and compensation committee members must also satisfy the independence criteria set forth in Rule 10C-1 under the Exchange Act. Under applicable Nasdaq rules, a director will only qualify as an “independent director” if, in the opinion of the listed company’s 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, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or otherwise be an affiliated person of the listed company or any of its subsidiaries. In order to be considered independent for purposes of Rule 10C-1, the board must consider, for each member of a compensation committee of a listed company, 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 April 2026, our board of directors undertook its annual review of the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our board of directors has determined that each of our directors, with the exception of Dr. Dugel, is an “independent director” as defined under applicable Nasdaq rules, including, in the case of all the members of our audit committee, the independence criteria set forth in Rule 10A-3 under the Exchange Act, and in the case of all the members of our compensation committee, the independence criteria set forth in Rule 10C-1 under the Exchange Act. In making such determinations, our board of directors considered the relationships that each such non-employee director has with us, including each of the transactions described below in “—Board Policies—Related Person Transactions,” and all other facts and circumstances that our board of directors deemed relevant in determining his or her independence, including the beneficial ownership of our capital stock by each non-employee director. Dr. Dugel is not an independent director because he currently serves as our Executive Chairman, President and Chief Executive Officer. There are no family relationships among any of our directors or executive officers.
Compensation Committee
| ● | reviewing and making recommendations to our board of directors with respect to director compensation; |
2025 Executive Compensation Program Highlights
| ● | Annual incentive plan payouts directly tied to achievement of key clinical, regulatory and strategic milestones. For 2025, the compensation committee recommended and our board of directors approved annual incentive payouts at 145% of target, reflecting strong performance against pre-established corporate objectives and the achievement of initiatives that went significantly beyond the company’s original expectations and plans for 2025, including: |
2025 Executive Compensation Program Highlights
| ● | Strong emphasis on long-term, performance-based equity for CEO pay opportunity. A substantial portion of our CEO’s 2025 equity compensation is delivered in performance-based awards that vest only upon achievement of rigorous stock price hurdles. For the performance awards to be realized in full, Ocular’s stock price needs to increase and be sustained at a level more than 4x the stock price on the grant date, which requires above-and-beyond effort to execute on our strategic growth opportunities. |
2025 Executive Compensation Program Highlights
| ● | Stockholders approved the amendment to the 2021 Stock Incentive Plan required for the issuance of the CEO’s 2025 performance stock option. The grant of Dr. Dugel’s performance stock option award, which represented a significant portion of the 2025 CEO equity awards, was contingent on stockholder approval of the amendment to our 2021 Stock Incentive Plan at our 2025 Annual Meeting of Stockholders. We believe strong stockholder support of 79.9% of voted shares for the proposal reflects stockholder confidence in Dr. Dugel’s leadership, recognition of his contributions to date, and alignment with the board’s objective of driving sustained stock price growth for all stockholders. |
2025 Executive Compensation Program Highlights
| ● | Rigorous pay-for-performance alignment. As of year-end 2025, no portion of the CEO’s performance-based stock option award or performance stock unit award (also granted in February 2025) had been earned, underscoring the rigor of the performance hurdles and the compensation committee’s prioritization of a pay-for-performance program that aligns with stockholder experiences. |
2025 Executive Compensation Program Highlights
| ● | CEO’s target compensation for 2026 is limited to base salary and annual bonus. Following the February 2025 grants, and consistent with our prior disclosures, our CEO did not receive any additional equity awards at the end of 2025 or the beginning of 2026 as part of our year-end 2025 compensation process. |
Compensation and Governance Program Highlights
| What We Do | ✓ Pay-for-performance philosophy and culture, with a significant portion of CEO compensation “at risk” and tied to the achievement of rigorous performance goals ✓ Objective performance criteria for corporate objectives forming the core component of our annual performance-based cash bonus program based on key strategic, operational and financial goals ✓ Conduct annual “say-on-pay” vote ✓ Clawback policy for executive officers applicable to both cash and equity incentive compensation ✓ Responsible and strategic use of shares under our long-term incentive program ✓ Compensation committee retains an independent compensation consultant ✓ Stockholder engagement program led by independent directors | | What We DON’T Do | ✘ No pledging of company stock permitted other than in certain limited, pre-approved circumstances ✘ No excise tax gross-up provisions in employment contracts ✘ No backdating or repricing of stock option awards ✘ No supplemental executive retirement plans ✘ No excessive perquisites |
Compensation Philosophy and Objectives
| - | promote the achievement of key strategic, developmental and operational performance measures by linking compensation to the achievement of measurable corporate goals; and |
Compensation Philosophy and Objectives
| - | provide an opportunity for executives to realize value over the long-term based on company performance and appreciation in our stock price. |
Components of Our Executive Compensation Program
| Compensation Element | Purpose | | Base salary | Ensures competitive base compensation to attract and retain talent | | Long-term equity incentive awards | Aligns the interests of our executives with those of our stockholders by incentivizing our executives to take steps to maximize our long-term value, while supporting retention | | Annual performance-based cash compensation | Incentivizes achievement of near-term business objectives that advance our ability to create long-term stockholder value |
Compensation Determination Process
| Responsible Party | Primary Role Relating to Executive Compensation Decision | | Compensation Committee Comprised solely of independent directors Reports to the full board of directors | • Oversees the design and administration of the executive compensation program; • Uses judgment and experience to determine amount and appropriate mix of compensation for each executive officer; • Conducts annual review of compensation program to ensure compensation program design, performance metrics and associated payouts are appropriate given the stage and status of our business and are competitive with the companies with which we compete for executive talent; • Approves initial compensation, including grant of individual equity awards, to executive officers; • Reviews annual compensation determinations and makes recommendations to full board of directors other than the CEO; • Discusses executive compensation program design and payout decisions in executive sessions with the assistance of its independent compensation consultant; • Reviews and adjusts peer group for upcoming annual pay decisions, in consultation with its independent compensation consultant, to ensure benchmarks reflect comparable peers to maintain competitiveness; • If appropriate, exercises discretion to recommend adjustments to the payout of annual bonus awards based on an evaluation of our overall performance, irrespective of corporate goal achievement. | | Chief Executive Officer | • Evaluates the performance of the company’s NEOs, other than himself, including level of performance and contributions made by each NEO, relative positioning of base salaries compared to peers, whether equity awards should be made, and annual corporate business goals; • Provides recommendations to the compensation committee regarding compensation for the company’s NEOs, other than himself. | | Independent Members of the Board of Directors | • Reviews the compensation committee’s evaluation of the CEO’s performance; • Approves the compensation of the CEO; • Reviews and approves the compensation committee’s and CEO’s evaluations of other NEO’s performance and compensation decisions in consideration of the company’s annual corporate goals. | | Independent Compensation Consultant (Aon) | • Provides independent advice to the compensation committee regarding the design, structure and competitiveness of the company’s executive compensation programs; • Advises on the development, selection and ongoing review of the company’s peer group, including alignment with the company’s industry, size and stage of development; • Prepares and reviews market data analyses, including competitive benchmarking of executive compensation levels and pay practices; • Provides updates and guidance on evolving compensation trends, regulatory developments, proxy advisor perspectives and corporate governance best practices; • Attends compensation committee meetings and executive sessions, as requested. |
Independent Compensation Consultant
Independent Compensation Consultant Our compensation committee considers executive compensation data from comparable U.S. companies in the biotechnology and pharmaceutical industries to help guide its executive compensation decisions for NEOs at the time the NEO is hired and thereafter for annual compensation reviews or as otherwise needed. Our compensation committee retains the services of Aon to provide this data and to advise the committee generally on our compensation and governance programs. Although the compensation committee considers the advice and recommendations from Aon when reviewing executive compensation, the compensation committee ultimately makes its own independent decisions about these matters. None of the compensation committee members and none of our executive officers or directors have any personal relationship with Aon. In addition to the compensation consulting services provided by Aon to the compensation committee, we participate in and pay for Aon’s Global Life Sciences Survey and we receive from Aon the results from such survey. With the approval of the compensation committee, Aon also provides consulting services to management regarding our non-executive compensation programs to ensure policy alignment between our executives and non-executive employees given the importance of teamwork across all aspects of the organization to reach our business goals. The compensation committee reviewed its relationship with Aon during each of 2025 and 2026 and determined that Aon’s work for the compensation committee did not raise any conflicts of interest and has conformed to the independence factors and guidance provided by the Dodd-Frank Act, the SEC and Nasdaq. Outside of services provided for the compensation committee, Aon provides nominal additional services to the company related to benchmarking data with respect to certain non-executive positions in an effort to ensure that our compensation is competitive so that we can attract, reward, motivate and retain all employees. The total amount paid to Aon in connection with these additional engagements was less than $120,000 in 2025.
Use of Peer Groups
Use of Peer Groups Our compensation committee uses peer group data to benchmark our executive compensation practices and to inform compensation decisions. In doing so, it considers peer and broader industry data, including survey data, as well as input from its compensation consultant, while also taking into account program competitiveness, internal equity, and individual circumstances. The peer group serves as one of several reference points used in determining executive compensation. Based on the analysis prepared by its independent compensation consultant, the compensation committee reviews and adjusts our peer group in the second half of each year for upcoming annual pay decisions. Decisions and recommendations made throughout 2025 regarding salaries, target annual bonus opportunities and long-term equity incentive awards, including with respect to Dr. Dugel’s updated CEO compensation package and Mr. Notman’s, Dr. Waheed’s, Dr. Nayak’s, and Mr. Meyers’ 2025 compensation, were made by our compensation committee by reference to our 2025 peer group, which was established at the end of 2024. As part of our 2025 year-end compensation process, the compensation committee worked with its independent compensation consultant to update our peer group in September 2025 to ensure the peer group benchmarks reflected comparable peers to maintain competitiveness of our compensation program, and to inform 2026 target compensation decisions for our executives. 2025 Peer Group In December 2024, considering the significant market capitalization growth realized by the company in 2024, the compensation committee sought to identify companies that met the following criteria:
Use of Peer Groups
| ● | biotechnology or pharmaceutical industry that are at the NDA/BLA or early commercial stage; |
Use of Peer Groups
| ● | market capitalization in the range of $600 million to $5 billion; |
Use of Peer Groups
| ● | revenue below $200 million; and |
Use of Peer Groups
| ● | between 100 and 800 employees. |
Use of Peer Groups
Based on these criteria, the compensation committee retained six companies from our 2024 peer group and removed thirteen that did not meet market capitalization criteria, with some also not meeting the criteria for either stage of development or number of employees. The committee then added twelve companies to establish the 2025 peer group, seeking to maintain a balanced peer group where our market capitalization generally aligned to the peer group median. At the time the 2025 peer group was finalized, our market capitalization was slightly above the median.
Use of Peer Groups
| Companies removed from the 2025 Peer Group | Companies added to the 2025 Peer Group | | 4D Molecular Therapeutics, Inc. | Agios Pharmaceuticals, Inc. | | Akebia Therapeutics, Inc. | ANI Pharmaceuticals, Inc. | | Anika Therapeutics, Inc. | Apellis Pharmaceuticals, Inc. | | bluebird bio, Inc. | Ardelyx, Inc. | | Cara Therapeutics, Inc. | Day One Biopharmaceuticals, Inc. | | Clearside Biomedical, Inc. | Geron Corporation | | Coherus BioSciences, Inc. | ImmunityBio, Inc. | | Heron Therapeutics, Inc. | Ligand Pharmaceuticals Inc. | | Kodiak Sciences, Inc. | Phathom Pharmaceuticals, Inc. | | MacroGenics, Inc. | SpringWorks Therapeutics, Inc. | | Rigel Pharmaceuticals, Inc. | Tarsus Pharmaceuticals, Inc. | | Seres Therapeutics, Inc. | Vericel Corporation | | Vanda Pharmaceuticals, Inc. | |
Use of Peer Groups
Our 2025 peer group consisted of the following eighteen companies:
Use of Peer Groups
| Agios Pharmaceuticals, Inc.* | Esperion Therapeutics, Inc. | Ligand Pharmaceuticals, Inc.* | | ANI Pharmaceuticals, Inc.* | Evolus, Inc. | Phathom Pharmaceuticals, Inc.* | | Apellis Pharmaceuticals, Inc.* | EyePoint, Inc. | SpringWorks Therapeutics, Inc.* | | Ardelyx, Inc.* | Geron Corporation* | Tarsus Pharmaceuticals, Inc.* | | Aura Biosciences, Inc. | Harrow, Inc. | Travere Therapeutics, Inc. | | Day One Biopharmaceuticals, Inc.* | ImmunityBio, Inc.* | Vericel Corporation* |
Use of Peer Groups
*New company for 2025 peer group. 2026 Peer Group In September 2025, considering the company’s continued market capitalization growth during the year, the compensation committee sought to identify companies that met the following criteria:
Use of Peer Groups
| ● | biotechnology or pharmaceutical industry that are at the NDA/BLA or early commercial stage; |
Use of Peer Groups
| ● | market capitalization in the range of $600 million to $5.7 billion; |
Use of Peer Groups
| ● | revenue below $200 million; and |
Use of Peer Groups
| ● | between 100 and 800 employees. |
Use of Peer Groups
Based on these criteria, the compensation committee retained sixteen companies from our 2025 peer group and added one company to our 2026 peer group. Esperion Therapeutics, Inc. and SpringWorks Therapeutics, Inc. were removed due to not meeting our market capitalization criteria and being acquired in July 2025, respectively. Our market capitalization placed us slightly above the median market capitalization of the 2026 peer group at the time our 2026 peer group was finalized.
Use of Peer Groups
| Companies removed from the 2026 Peer Group | Companies added to the 2026 Peer Group | | Esperion Therapeutics, Inc. | Scholar Rock Holding Corporation | | SpringWorks Therapeutics, Inc. | |
Use of Peer Groups
Our 2026 peer group consists of the following seventeen companies:
Use of Peer Groups
| Agios Pharmaceuticals, Inc. | Evolus, Inc. | Phathom Pharmaceuticals, Inc. | | ANI Pharmaceuticals, Inc. | EyePoint, Inc. | Scholar Rock Holding Corporation* | | Apellis Pharmaceuticals, Inc. | Geron Corporation | Tarsus Pharmaceuticals, Inc. | | Ardelyx, Inc. | Harrow, Inc. | Travere Therapeutics, Inc. | | Aura Biosciences, Inc. | ImmunityBio, Inc. | Vericel Corporation | | Day One Biopharmaceuticals, Inc. | Ligand Pharmaceuticals, Inc. | |
Use of Peer Groups
*New company for 2026 peer group.
2025 Base Salary
2025 Base Salary We use base salaries to recognize the experience, skills, knowledge and responsibilities of our employees, including our executive officers. Base salaries for our executive officers are typically established through arm’s length negotiation at the time the executive is hired or promoted, taking into account the position for which the executive is being considered and the executive’s qualifications and prior experience, and is generally set out in a written agreement with each executive officer entered into at the time of such executive officer’s hiring. Each NEO’s base salary has been approved by our compensation committee and our board of directors. None of our NEOs is currently party to any agreement that provides for automatic or scheduled increases in base salary. The compensation committee generally evaluates our executive officers’ base salaries annually. In evaluating our executive officers’ base salaries, the compensation committee considers a range of factors, including promotions, individual contributions and performance in the prior year and over time, labor market conditions and comparable peer group benchmarks, the difficulty of replacing an executive with the appropriate requisite subject-matter expertise, the company’s overall growth and development, as well as the executive’s position relative to other executive officers of the company and any additional input from our compensation consultant. We do not provide any formulaic or guaranteed base salary increases for our executive officers. For 2025, as a part of its annual review of our compensation program, the compensation committee, approved merit-based and market-driven increases to base salaries for our NEOs to more closely align with market compensation benchmarks based on our updated 2025 peer group and the significant growth realized by the company between early 2024, when compensation for these executives was previously set, and the beginning of 2025. The increase for Mr. Meyers is reflective of a market adjustment based on industry data for his position, as his compensation was previously significantly below market for such role, as well as his overall performance. In the case of Dr. Dugel, his base salary was adjusted in February 2025 based on the significant increase in responsibilities he undertook when he accepted the role of President and Chief Executive Officer in April 2024. Dr. Dugel’s compensation package had not previously been adjusted from the terms that were established when he joined the company as Executive Chairman in February 2024 with a more limited scope of responsibilities. As part of his updated compensation package, Dr. Dugel received a supplemental payment in early 2025 of $500,000, intended to approximate the additional base salary and bonus that he would have received for 2024 if his compensation had been adjusted in connection with the increase in his duties and responsibilities when he assumed the role of President and Chief Executive Officer in April 2024. The 2025 annual base salaries of our NEOs, and percentage changes from 2024, are set forth in the following table:
2025 Long-Term Equity Incentive Awards
2025 Long-Term Equity Incentive Awards Our equity award program is the primary vehicle for delivering long-term incentive compensation to our executives. We believe equity awards align executive and stockholder interests, reinforce a culture of ownership and link compensation to long-term performance objectives. We have historically used equity awards for providing new-hire grants and for providing ongoing long-term incentives on an annual basis. We have also used equity awards when executive roles and responsibilities evolve, including as was done in February 2025 as part of Dr. Dugel’s updated compensation package to reflect his expanded responsibilities as CEO, and to better align compensation with internal peers or external benchmarks, as was done in August 2025 as part of Dr. Waheed’s interim compensation review discussed above. We continue to view annual equity awards to our executives as a critical component of our compensation strategy. The size and vesting terms of equity awards for each new executive hire are established through arm’s length negotiation at the time the executive is hired or promoted, taking into account the position for which the executive is being considered and the executive’s qualifications, prior experience, and the company’s market capitalization at the time of negotiation, as well as external factors such as market demand. Annual equity awards typically consist of stock options vesting monthly over four years and restricted stock units (RSUs) vesting ratably over three years, with one-third vesting on each anniversary of the grant date. New-hire awards typically include a one-year cliff for stock options, with 25% of the shares underlying the award vesting after one year and the remaining shares vesting ratably over the following 36 months, and quarterly or annual vesting for RSUs over three years. In certain cases, awards may include alternative or performance-based vesting, such as those granted to Dr. Dugel in 2025. Vesting ceases upon termination of service, and option exercise rights expire shortly thereafter. Holders of unexercised options or unsettled RSUs have no stockholder rights. The exercise price for stock options is set at no less than the fair market value on the grant date, determined by reference to the closing price on the Nasdaq Global Market. New-hire awards for executives are generally granted on the first day of employment. Historically, annual equity awards are granted following board approval after the compensation committee’s year-end review, typically completed in February of the following year. For the 2025 year-end process (setting 2026 compensation), we moved the review to late 2025, aligning it with the performance period. Awards were approved at the final board meeting of 2025, and became effective January 2, 2026. During the last fiscal year, neither the board nor the compensation committee considered material nonpublic information when determining the timing or terms of equity awards, and we did not time disclosures to influence executive compensation. We believe there are two general approaches for determining the size of equity awards:
2025 Long-Term Equity Incentive Awards
| ● | a value-based approach, based on the value of the award at the time of grant; and |
2025 Long-Term Equity Incentive Awards
| ● | a percent-of-company approach, based on the size of the award relative to the number of shares the company has outstanding at the time of grant. |
2025 Long-Term Equity Incentive Awards
For compensation determinations made in February 2025, our compensation committee used a hybrid approach, with the award sizes based 50% on value and 50% on a percent-of-company approach. We believe this approach enables us to deliver competitive equity awards within a reasonable annual burn rate, while accounting for the significant stock price volatility, which is typical in the biopharmaceutical market. In determining the size of annual awards, in addition to reviewing data from our peer group, our compensation committee also considered the retention value in the outstanding equity program based on the value of outstanding awards, as well as overall company and individual performance. We believe the combination of stock options and RSUs supports our ability to retain key personnel in a competitive market for executive talent while conserving shares in our stock incentive plan and reducing dilution. The stock option and RSU awards approved by our compensation committee and board of directors for our NEOs in February 2025, other than Dr. Dugel, are detailed in the table below. Dr. Dugel’s awards are described below under “—Dr. Dugel’s 2025 Long-Term Equity Awards”. The stock options granted to each of these NEOs vest in approximately equal monthly installments through the fourth anniversary of the grant date. The RSU awards granted to each of these NEOs vests with respect to one-third of the shares underlying the awards on each of the first, second and third anniversaries of the grant date.
2025 Long-Term Equity Incentive Awards
| | | | Total Grant Date Fair Value of | | Name | Stock Options | RSUs | Annual Equity Awards | | Donald Notman | 344,115 | 115,000 | $2,701,779 | | Nadia K. Waheed(1) | 359,923 | 119,363 | $3,443,130 | | Sanjay Nayak | 334,000 | 111,000 | $2,617,752 | | Steve Meyers | 222,000 | 74,000 | $1,741,591 |
2025 Long-Term Equity Incentive Awards
| (1) Following the interim compensation review for Dr. Waheed described above in “—2025 Annual Base Salaries,” Dr. Waheed received supplemental equity awards of stock options to purchase 122,923 shares and RSUs for 40,363 shares in August 2025, with vesting commencement dating back to February 11, 2025, which was the date of grant for prior NEO grants for 2025. The numbers included in the table above are inclusive of both the February 2025 and August 2025 grants. |
2025 Long-Term Equity Incentive Awards
Both Drs. Kaiser and Heier, who were each NEOs for 2024, did not receive equity grants in early 2025 as part of the 2024 year-end compensation process, as they had previously received equity grants in 2024 when they joined the company as employees, both on a part-time basis in early 2024 and then on a full-time basis later in the year. Dr. Dugel’s 2025 Long-Term Equity Awards In February 2025, as part of our annual compensation review process, in recognition of the increased responsibilities Dr. Dugel undertook when he became our President and Chief Executive Officer in April 2024, our board of directors approved a new compensation package for Dr. Dugel, which included equity incentives designed to more closely align his interests with those of our stockholders and incentivize his continued commitment and contributions to advancing our strategic objectives and continued growth. Dr. Dugel’s compensation package had not previously been adjusted from the terms that were established when he joined as Executive Chairman in February 2024. The approved 2025 equity awards for Dr. Dugel included:
2025 Long-Term Equity Incentive Awards
| ● | an award of 1,250,000 RSUs, with a grant date fair value of approximately $9.3 million, and which vests in equal annual installments over a three-year period from the date of grant. |
2025 Long-Term Equity Incentive Awards
| ● | a performance stock unit award for 1,500,000 shares, with a grant date fair value of approximately $9.3 million, and which will vest based upon the achievement of rigorous stock price hurdles as described further below. The fair value of each tranche of the performance stock unit award was estimated using a Monte Carlo simulation. |
2025 Long-Term Equity Incentive Awards
| ● | an award of performance stock options for 2,750,000 shares, with a grant date fair value of approximately $15.6 million, providing the opportunity to purchase our common stock at an exercise price of $7.44 per share, which was the closing sale price of our common stock on the date of grant, February 11, 2025, and which will vest based upon the achievement of rigorous stock price hurdles as described further below. The fair value of each tranche of the performance stock option award was estimated using a Monte Carlo simulation. |
2025 Long-Term Equity Incentive Awards
The performance stock option award was conditioned on stockholder approval of the amendment to the 2021 Stock Incentive Plan presented for a stockholder vote at the 2025 Annual Meeting of Stockholders, which received support of 79.9% of votes cast. We believe stockholder approval of this authorization reflected stockholder recognition of Dr. Dugel’s extraordinary accomplishments to date and alignment with the board’s goal to incentivize Dr. Dugel to achieve sustained value creation for the benefit of all of our stockholders. In the event that stockholders had not approved the increase in shares under the 2021 Stock Incentive Plan last year, the performance stock option award would have terminated immediately and automatically. In connection with the grant of the equity awards, Dr. Dugel agreed and acknowledged that, notwithstanding the terms of his employment agreement, he would not be entitled to, and the company would not be obligated to grant Dr. Dugel, an annual equity award for 2026 as part of the 2025 year-end compensation process. The board of directors did not grant Dr. Dugel an annual equity award for 2026 as part of the 2025 year-end compensation process. The performance stock unit award and the performance stock option award are each allocated equally across four tranches, which can be earned during a five-year performance period commencing on the award grant date, if our consecutive 60-day closing stock price average meets or exceeds $15.00, $20.00, $25.00 and $30.00 per share, respectively, representing a premium of approximately 102%, 169%, 236% and 303%, respectively, over our closing stock price on the award grant date. No additional shares will vest if a stock price hurdle is attained more than once, and the maximum aggregate number of shares that may be earned under the performance stock unit award and performance stock option award will not exceed the number of shares described above. To incentivize sustained performance and alignment with long-term stockholder interests, shares earned under the performance stock unit award and the performance stock option award during the first three years of the performance period are subject to additional service-based vesting requirements through the third anniversary of the award grant date, subject to customary termination exceptions. The performance stock unit award and the performance stock option award will be forfeited at the end of the five-year performance period with respect to each tranche of shares that corresponds to a stock-price performance hurdle that has not been met at such time. The below illustration underscores the tremendous stockholder value creation that would need to be created for Dr. Dugel to realize value at each performance hurdle of the award. Market capitalization at the grant date in the chart above is calculated assuming 159,022,245 common shares outstanding as of February 27, 2025, and the potential market capitalization increase that could be realized if each performance hurdle is achieved is calculated assuming 218,906,099 common shares outstanding as of the record date of April 13, 2026. The market capitalization was ~$1.2 billion on the grant date, with a closing stock price of $7.44.
over 5-year performance period to vest performance stock units and performance stock option in full
over 5-year performance period to vest performance stock units and performance stock option in full Assuming achievement of the highest stock price hurdle of $30 per share, stockholders would realize ~$5.3 billion in market capitalization growth from the record date of this proxy statement, with Dr. Dugel’s participation based on his 2025 equity awards representing ~2.2% of the total value created for stockholders Underscoring the rigor of the performance hurdles,
no portion of the performance stock units or performance stock option has vested as of the record date of this proxy statement
no portion of the performance stock units or performance stock option has vested as of the record date of this proxy statement If Dr. Dugel’s employment with us is terminated by the company without “cause” or if Dr. Dugel resigns with “good reason” or if Dr. Dugel’s employment terminates on account of his death or disability (as such terms are defined in Dr. Dugel’s employment agreement with us and as modified in the applicable equity award agreement), then, subject to the execution and effectiveness of a general release of claims by Dr. Dugel, for the RSU award, the vesting of the award will be accelerated by 18 months and for the performance stock unit award and performance stock option award, the three-year service condition in the awards will be deemed satisfied. In addition, upon any such termination of employment, Dr. Dugel will be entitled to vesting under the performance stock unit award and the performance stock option award with respect to any stock price hurdles that are achieved within the 18 months following the termination of employment, and Dr. Dugel will be entitled to exercise the performance stock option award within three months following the achievement of a stock price hurdle during such 18-month period (or 180 days following achievement of a stock price hurdle if the termination was on account of death or disability). If Dr. Dugel’s employment with us is terminated by the company without “cause” or if Dr. Dugel resigns with “good reason” or if Dr. Dugel’s employment terminates on account of his death or disability, in each case during the period commencing three months prior to, and ending twelve months following, a “corporate change” (as defined in Dr. Dugel’s employment agreement with us), then, subject to the execution and effectiveness of a general release of claims by Dr. Dugel, for the RSU award, the vesting of the award will be accelerated in full and for the performance stock unit award and the performance stock option award, the three-year service condition will be deemed satisfied, and Dr. Dugel will be entitled to vesting under the awards with respect to any stock price hurdles that have been achieved prior to, or are achieved in connection with, the corporate change. For additional information regarding the severance provisions of Dr. Dugel’s compensation package, please see “Potential Payments Upon Termination or Change in Control Transaction” below.
2025 Annual Cash Bonus Compensation
2025 Annual Cash Bonus Compensation Our annual cash bonus program is designed to emphasize pay-for-performance by rewarding the achievement of pre-established corporate goals tied to the advancement of our long-term growth strategy. Each year, senior management proposes corporate goals based on the company’s strategic business plan, which are reviewed and approved by the compensation committee and the board, with modifications as deemed appropriate. These goals include the company’s clinical, commercial and operational priorities and are intended to require meaningful performance and execution to achieve target payout. The board retains discretion to adjust bonus payouts upward or downward based on overall corporate performance and individual executive contributions. Target bonus opportunities for executive officers are established as a percentage of base salary at the time of hire or promotion, based on peer group data, individual experience and internal equity considerations, and are approved by the compensation committee and the board. Target bonus levels may be adjusted in connection with promotions, annual compensation reviews or as otherwise determined appropriate. As part of the updates made to his overall compensation package, the target bonus for Dr. Dugel was increased from 65% to 75% of base salary for 2025. No other adjustments were made to the target bonus levels of any other NEOs at the beginning of 2025, and the board affirmed the following target bonus percentages: for Mr. Notman, 50%, for Dr. Waheed, 50%, for Dr. Nayak, 45% and for Mr. Meyers, 40%, in each case, expressed as a percentage of base salary for 2025. In light of our strong performance results, and in consideration of the significant additional achievements as detailed below, the compensation committee and the board approved annual incentive payouts at 145% of target, reflecting strong execution by the leadership team against key objectives and progress on stretch goals, including clinical advancement, regulatory alignment, and capital formation. A summary of our performance against our corporate objectives, together with additional factors taken into account by the compensation committee in determining 2025 annual bonuses follows. 2025 Corporate Objectives Summary
2025 Annual Cash Bonus Compensation
| Program | Objective | Achievement Level | | AXPAXLI | SOL-R: Activation of OUS sites | Target | | wAMD | SOL-R 50% Randomized | Stretch | | | Stretch Goal for SOL-1: | Stretch | | | Last Patient Week 52 Visit in Q4 | | | | Continued progress on key manufacturing development goals | Partial | | | Hire core commercial leadership team members and Complete qualitative market research | Target | | AXPAXLI NPDR/DME | Regulatory engagement to inform program strategy | Target | | DEXTENZA | Maintain Separate payment in the ASC and HOPD | Target | | | Positive cash contribution | Target | | OTX-TIC | Phase 2 topline data available with repeat dosing | Target | | GEN. & ADMIN. | Maintain strong capital position | Target | | | Hire new Chief Compliance Officer | Target | | | Complete enterprise risk assessment | Target | | | Drive corporate values and culture | Target | | | Advance talent strategy objectives | Target |
2025 Annual Cash Bonus Compensation
Additional Achievements Considered by the Compensation Committee
2025 Annual Cash Bonus Compensation
| Program | Additional Stretch Achievement | | AXPAXLI wAMD | SOL-X: Planning and announcement of an Open Label Extension (OLE) study to be initiated in Q2 2026 | | AXPAXLI NPDR/DME | SPA (Special Protocol Assessment) Agreement for the Helios 2 study | | | HELIOS 3: First Site Activated | | | HELIOS 3: First Patient In/Randomized (FPI) | | Financing | Fundraising to support NPDR studies, SOL-X, and strengthen infrastructure in preparation for potential wAMD launch |
2025 Annual Cash Bonus Compensation
2025 annual bonuses paid to each of our NEOs were calculated as follows:
2025 Annual Cash Bonus Compensation
| Name | Target (as a % of base salary) | Target (in $) | Achievement | Payout (in $) | | Pravin U. Dugel | 75% | $614,400 | 145% | $890,880 | | Donald Notman | 50% | $280,088 | 145% | $406,127 | | Nadia K. Waheed | 50% | $275,000 | 145% | $398,750 | | Sanjay Nayak | 45% | $229,500 | 145% | $332,775 | | Steve Meyers | 40% | $204,000 | 145% | $295,800 |
2026 Long-Term Equity Incentive Awards
2026 Long-Term Equity Incentive Awards As part of the compensation review process undertaken at the end of 2025, our compensation committee and board of directors used an approach to determining long-term equity incentive awards similar to what was used and described above for February 2025. For 2026 awards, our compensation committee continued to use a hybrid approach; however, consistent with guidance from Aon and reflecting the company's growth in market capitalization and stage of development, the committee adjusted the blend so that award sizes were based 75% on value and 25% on a percent-of-company approach. In addition to following the approach described above, the compensation committee and board of directors also took into account the awards being provided to other similarly situated executives in determining the final equity awards for each of our NEOs. The stock option and restricted stock unit awards approved by our compensation committee and board of directors for our NEOs effective as of January 2, 2026, are detailed in the table below. As with prior annual long-term equity incentive awards, the stock options granted to each of these NEOs vest in approximately equal monthly installments through the fourth anniversary of the grant date and the RSU awards granted to each of these NEOs vest with respect to one-third of the shares underlying the awards on each of the first, second and third anniversaries of the grant date.
2026 Long-Term Equity Incentive Awards
| Name | Stock Options | RSUs | Grant Date Fair Value of Awards | | Pravin U. Dugel | — | — | — | | Donald Notman | 240,932 | 79,112 | $2,946,886 | | Nadia K. Waheed | 240,932 | 79,112 | $2,946,886 | | Sanjay Nayak | 197,650 | 64,900 | $2,417,496 | | Steve Meyers | 197,650 | 64,900 | $2,417,496 |
2026 Long-Term Equity Incentive Awards
Consistent with the understanding reached at the time his CEO compensation package was updated in February 2025, Dr. Dugel was not eligible to receive and did not receive a long-term equity incentive award in early 2026 in connection with the year-end compensation process for 2025.
2026 Annual Cash Bonus Opportunity
2026 Annual Cash Bonus Opportunity For the 2026 annual cash bonus opportunity, the only change to the target opportunity for our NEOs, as a percentage of salary, that was considered and approved by our compensation committee was for Mr. Meyers. The change, from 40% to 45%, was made to align Mr. Meyers’ compensation with market compensation for his role as Chief Commercial Officer based on peer company data. For all of our other NEOs, no change was made to their target annual bonus opportunity as a percentage of base salary. With the increases in base salary described above, the target annual bonus opportunity for each of our NEOs is as follows:
2026 Annual Cash Bonus Opportunity
| Name | Target (as a % of base salary) | Target (in $) | | Pravin U. Dugel | 75% | $635,925 | | Donald Notman | 50% | $289,900 | | Nadia K. Waheed | 50% | $295,625 | | Sanjay Nayak | 45% | $237,555 | | Steve Meyers | 45% | $238,500 |
Severance and Change in Control Benefits
Severance and Change in Control Benefits Pursuant to employment letter agreements we have with our NEOs, our NEOs are entitled to specified benefits in the event of the termination of their employment under specified circumstances, including termination following a change in control of our company. Please refer to “Potential Payments Upon Termination or Change in Control Transaction” for a more detailed discussion of these benefits. We have provided estimates of the value of the severance payments and other benefits that would have been made or provided to our NEOs under various termination circumstances under the caption “Potential Payments Upon Termination or Change in Control Transaction” below. We believe that providing these benefits helps us compete for executive talent. After reviewing the practices of companies in our peer group, we believe that our severance and change in control benefits are generally in line with severance packages offered to executives at these companies. We have structured our NEOs’ change in control benefits as “double trigger” benefits. In other words, the change in control does not itself trigger the benefit. Rather, benefits are paid only if the NEO’s employment is terminated during a specified period before (generally within 90 days before) or after (generally within 12 months after) the change in control. We believe that a “double trigger” benefit maximizes stockholder value because it prevents an unintended windfall to NEOs in the event of a friendly change in control in which their employment is not threatened, while still providing them appropriate incentives to cooperate in negotiating and executing any change in control transaction in which they believe they may lose their jobs.
Summary Compensation Table
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, 2025, 2024 and 2023. Mr. Notman, who is our Chief Operating Officer, was also our Chief Financial Officer throughout 2025 and until his temporary medical leave of absence commenced in January 2026.
Summary Compensation Table
| | | | | | | All Other | | | | | | | Stock | Option | Compensation | | | Name and principal position | Year | Salary ($) | Bonus ($) | Awards ($)(1) | Awards ($)(1) | ($)(2) | Total ($) | | Pravin U. Dugel, M.D. | 2025 | 819,200 | 890,880 | 18,608,000 | 15,567,000 | 61,878 | 35,946,958 | | Executive Chair, President and Chief Executive Officer (3) | 2024 | 464,538 | 886,100(4) | 8,293,296 | 8,873,113 | 57,783 | 18,574,830 | | Donald Notman(5) | 2025 | 560,175 | 406,127 | 855,600 | 1,846,179 | 2,878 | 3,670,959 | | Chief Operating Officer and Chief | 2024 | 497,105 | 274,200 | 881,433 | 413,725 | 2,878 | 2,069,341 | | Financial Officer | 2023 | 464,574 | 212,194 | 215,557 | 448,167 | 3,002 | 1,343,494 | | Nadia Waheed, M.D. (6) | 2025 | 536,667 | 398,750 | 1,091,490 | 2,351,640 | 378 | 4,378,925 | | Chief Medical Officer | | | | | | | | | Sanjay Nayak, M.B.B.S., Ph.D. (7) | 2025 | 510,000 | 332,775 | 825,840 | 1,791,912 | 2,878 | 3,463,405 | | Chief Strategy Officer | | | | | | | | | Steve Meyers (8) | 2025 | 510,000 | 295,800 | 550,560 | 1,191,031 | 2,878 | 2,550,269 | | Chief Commercial Officer | | | | | | | |
Summary Compensation Table
| (1) The amounts reported in the “Stock Awards” and “Option Awards” columns reflect the aggregate grant date fair value of share-based compensation awarded during the year computed in accordance with the provisions of ASC Topic 718. The grant date fair values for the performance stock units and the performance option granted to Dr. Dugel in 2025 are calculated using a Monte Carlo model for each award on the date of grant, as determined under FASB ASC 718, based on the probable outcome of the performance condition as of the grant date. The grant date fair value for each award may differ based on the applicable data, assumptions, and estimates used in the model. See Note 13 to our audited financial statements appearing in our Annual Report on Form 10-K, which was filed with the SEC on February 5, 2026, regarding assumptions underlying the valuation of equity awards. |
Summary Compensation Table
| (2) The compensation included in the “All Other Compensation” column consists of 401(k) match of $2,500 for each of Dr. Dugel, Mr. Notman, Dr. Nayak and Mr. Meyers for each of 2025 and 2024 and $2,500 for Mr. Notman for 2023. This amount also includes “gross-ups” for the payment of taxes for a group term life insurance policy in the amount of $378 for each of the NEOs in 2025, and $283 and $378, for Dr. Dugel and Mr. Notman, respectively, in 2024 and $502 for Mr. Notman in 2023. For Dr. Dugel, this amount includes legal fee reimbursements in the amount of $59,000 and $55,000 in 2025 and 2024, respectively. |
Summary Compensation Table
| (3) Dr. Dugel has served as Executive Chair since February 2024 and was appointed President and Chief Executive Officer upon the resignation of our prior CEO, Mr. Antony Mattessich, in April 2024. |
Summary Compensation Table
| (4) Dr. Dugel’s 2024 bonus included a one-time supplemental payment of $500,000 intended to approximate the additional base salary and bonus that Dr. Dugel would have received for 2024 if his compensation had been adjusted in connection with the increase in his duties and responsibilities when he assumed the role of President and Chief Executive Officer. |
Summary Compensation Table
| (5) Mr. Notman, who is our Chief Operating Officer, also served as our Chief Financial Officer throughout 2025 and until his temporary medical leave of absence commenced in January 2026. |
Summary Compensation Table
| (6) Dr. Waheed was appointed as our Chief Medical Officer effective June 2024. In August 2025, Dr. Waheed’s compensation was adjusted following an interim compensation review described in “—Compensation Discussion and Analysis—2025 Compensation Decisions—2025 Base Salaries.” |
Summary Compensation Table
| (7) Dr. Nayak was appointed as our Chief Strategy Officer effective February 2024. |
Summary Compensation Table
| (8) Mr. Meyers was appointed Chief Commercial Officer effective February 2024 and served as an executive officer effective from June 2025 until January 2026. |
CEO Pay Ratio
CEO Pay Ratio Under applicable SEC rules adopted pursuant to the Dodd-Frank Act, we are required to calculate and disclose the annual total compensation paid to our median paid employee, as well as the ratio of the annual total compensation paid to the median employee as compared to the total compensation paid to our Executive Chairman, President and CEO, Dr. Pravin Dugel, which we refer to as the CEO Pay Ratio. Our median employee compensation in 2025, as calculated using Summary Compensation Table requirements described below, was $247,396. Dr. Dugel’s compensation as reported in the Summary Compensation Table was $35,946,958. Therefore, our CEO Pay Ratio for 2025 is approximately 145:1. The CEO Pay Ratio for 2025 is impacted by the level of the special equity grants that were made to Dr. Dugel as part of his updated CEO compensation package in February 2025. As Dr. Dugel was not eligible for, and did not receive, any equity awards in early 2026 as part of the 2025 year-end compensation review process, we expect the CEO Pay Ratio for 2026 will be substantially lower than the ratio reported for 2025.
Pay Ratio Methodology
Pay Ratio Methodology We identified the median employee using our employee population on December 31, 2025 (including all employees, whether employed on a full-time, part-time, seasonal or temporary basis) excluding Dr. Dugel. Under the applicable SEC rules, we are required to identify the median employee by use of a "consistently applied compensation measure", or CACM. We chose a CACM that closely approximates the annual target total compensation of our employees. Specifically, we identified the median employee by aggregating, for each employee as of December 31, 2025: (1) annual base pay for 2025, (2) annual cash incentive for 2025, and (3) the grant date fair value for equity awards granted in 2025. In identifying the median employee, we annualized the compensation values of permanent employees that joined our company during 2025. After applying our CACM methodology, we identified the median employee and calculated the median employee's total compensation in accordance with the requirements of the Summary Compensation Table. This information is being provided for compliance purposes and is a reasonable estimate calculated in a manner consistent with the SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Neither the compensation committee nor management of the company used the CEO Pay Ratio measure in making compensation decisions.
Outstanding Equity Awards as of December 31, 2025
Outstanding Equity Awards as of December 31, 2025 The following table sets forth information regarding outstanding stock options and stock awards held by our named executive officers as of December 31, 2025:
Outstanding Equity Awards as of December 31, 2025
| | Option Awards | | | | | Stock Awards | | | | | | | | | | | | | Equity | Equity | | | | | Equity | | | | | Incentive | Incentive | | | | | Incentive | | | | | Plan | Plan | | | | | Plan | | | | | Awards: | Awards: | | | | | Awards: | | | | | Number | Market or | | | | | Number of | | | | Market | of Unearned | Payout Value | | | Number of | Number of | Securities | | | Number of | Value of | Shares, | of Unearned | | | Securities | Securities | Underlying | | | Shares or | Shares or | Units, or | Shares, Units | | | Underlying | Underlying | Unexercised | | | Units of | Units of | Other | or Other | | | Unexercised | Unexercised | And | Option | Option | Stock That | Stock that | Rights That | Rights That | | | Options (#) | Options (#) | Unearned | Exercise | Expiration | Have Not | Have Not | Have Not | Have Not | | Name | Exercisable | Unexercisable | Options (#) | Price ($) | Date | Vested (#) | Vested ($)(1) | Vested | Vested ($) | | Pravin U. Dugel | 587,788 | 694,681(2) | — | 9.70 | 2/21/2034 | — | — | — | — | | | — | — | — | | | 356,241(3) | 4,324,766 | — | — | | | — | — | — | | | 1,250,000(4) | 15,175,000 | — | — | | | — | — | 2,750,000(5) | 7.44 | 2/10/2035 | — | — | — | — | | | — | — | — | | | — | — | 1,500,000(6) | 18,210,000 | | Donald Notman | 125,000 | — | — | 6.30 | 10/1/2027 | — | — | — | — | | | 83,500 | — | — | 5.47 | 1/30/2028 | — | — | — | — | | | 150,000 | — | — | 4.10 | 1/2/2029 | — | — | — | — | | | 215,000 | — | — | 4.39 | 1/29/2030 | — | — | — | — | | | 190,000 | — | — | 18.31 | 2/16/2031 | — | — | — | — | | | 159,719 | — | — | 5.27 | 2/2/2032 | — | — | — | — | | | 121,526 | 45,141(7) | — | 3.88 | 1/29/2033 | — | — | — | — | | | 84,790 | 100,210(8) | — | 5.18 | 2/2/2034 | — | — | — | — | | | 11,200 | 22,402(9) | — | 8.56 | 8/28/2034 | — | — | — | — | | | 71,689 | 272,426(10) | — | 7.44 | 2/10/2035 | — | — | — | — | | | — | — | — | | | 18,519(11) | 224,821 | — | — | | | — | — | — | | | 41,091(12) | 498,845 | — | — | | | — | — | — | | | 7,356(13) | 89,302 | — | — | | | — | — | — | | | 115,000(14) | 1,396,100 | — | — | | Nadia K. Waheed | 159,374 | 265,626(15) | — | 5.70 | 5/31/2034 | | | — | — | | | — | — | — | | | 94,444(16) | 1,146,550 | — | — | | | 49,374 | 187,626(17) | — | 7.44 | 2/10/2035 | | | — | — | | | — | — | — | | | 79,000(18) | 959,060 | — | — | | | 25,608 | 97,315(19) | — | 12.48 | 8/11/2035 | | | — | — | | | — | — | — | | | 40,363(20) | 490,007 | — | — | | Sanjay Nayak | 112,084 | 132,466(21) | — | 9.70 | 2/21/2034 | | | — | — | | | — | — | — | | | 33,548(22) | 406,180 | — | — | | | 69,582 | 264,418(23) | — | 7.44 | 2/10/2035 | | | — | — | | | — | — | — | | | 111,000(24) | 1,347,540 | — | | | Steve Meyers | 42,187 | 2,813(25) | — | 5.22 | 4/3/2032 | — | — | — | — | | | 72,915 | 27,085(26) | — | 3.88 | 1/29/2033 | — | — | — | — | | | — | — | — | | | 11,111(27) | 134,888 | — | — | | | 66,457 | 78,543(28) | — | 5.18 | 2/2/2034 | | — | — | — | | | — | — | — | | | 32,206(29) | 390,981 | — | — | | | 46,249 | 175,751(30) | — | 7.44 | 2/10/2035 | — | — | — | — | | | — | — | — | | | 74,000(31) | 898,360 | — | — |
Outstanding Equity Awards as of December 31, 2025
| (1) Based on the closing price of $12.14 per share of common stock on December 31, 2025. |
Outstanding Equity Awards as of December 31, 2025
| (2) Dr. Dugel’s option to purchase 1,282,469 shares of common stock vests over four years, with the shares underlying the option vesting in equal monthly installments over a four-year period. |
Outstanding Equity Awards as of December 31, 2025
| (3) Dr. Dugel’s RSU award represents a right to receive 854,979 shares of common stock, with the shares underlying the RSUs vesting in equal quarterly installments over a three-year period. |
Outstanding Equity Awards as of December 31, 2025
| (4) Dr. Dugel’s RSU award represents a right to receive 1,250,000 shares of common stock, with the shares underlying the RSUs vesting in equal annual installments over a three-year period. |
Outstanding Equity Awards as of December 31, 2025
| (5) Dr. Dugel’s performance stock option represents the opportunity to purchase 2,750,000 shares of common stock that will vest based upon the achievement of stock price hurdles. None of the stock price hurdles have been achieved. See “Compensation Discussion and Analysis” for additional information. |
Outstanding Equity Awards as of December 31, 2025
| (6) Dr. Dugel’s performance stock unit award represents an opportunity to earn up to 1,500,000 shares of common stock that will vest based upon the achievement of stock price hurdles. None of the stock price hurdles have been achieved. See “Compensation Discussion and Analysis” for additional information. |
Outstanding Equity Awards as of December 31, 2025
| (7) Mr. Notman’s option to purchase 166,667 shares of common stock vests over four years, with the shares underlying the option vesting in equal monthly installments over a four-year period. |
Outstanding Equity Awards as of December 31, 2025
| (8) Mr. Notman’s option to purchase 185,000 shares of common stock vests over four years, with the shares underlying the option vesting in equal monthly installments over a four-year period. |
Outstanding Equity Awards as of December 31, 2025
| (9) Mr. Notman’s option to purchase 33,602 shares of common stock vests over four years, with the shares underlying the option vesting in equal monthly installments over a four-year period. |
Outstanding Equity Awards as of December 31, 2025
| (10) Mr. Notman’s option to purchase 344,115 shares of common stock vests over four years, with the shares underlying the option vesting in equal monthly installments over a four-year period. |
Outstanding Equity Awards as of December 31, 2025
| (11) Mr. Notman’s RSU award represents a right to receive 55,556 shares of common stock, with one-third of the shares underlying the RSUs vesting in equal annual installments over a three-year period. |
Outstanding Equity Awards as of December 31, 2025
| (12) Mr. Notman’s RSU award represents a right to receive 61,636 shares of common stock, with one-third of the shares underlying the RSUs vesting in equal annual installments over a three-year period. |
Outstanding Equity Awards as of December 31, 2025
| (13) Mr. Notman’s RSU award represents a right to receive 11,034 shares of common stock, with one-third of the shares underlying the RSUs vesting in equal annual installments over a three-year period. |
Outstanding Equity Awards as of December 31, 2025
| (14) Mr. Notman’s RSU award represents a right to receive 115,000 shares of common stock, with one-third of the shares underlying the RSUs vesting in equal annual installments over a three-year period. |
Outstanding Equity Awards as of December 31, 2025
| (15) Dr. Waheed’s option to purchase 425,000 shares of common stock vests over four years, with 25% of the underlying shares vesting on June 1, 2025, and the remaining shares underlying the option vesting in equal monthly installments thereafter. |
Outstanding Equity Awards as of December 31, 2025
| (16) Dr. Waheed’s RSU award represents a right to receive 141,666 shares of common stock, with one-third of the shares underlying the RSUs vesting in equal annual installments over a three-year period, beginning on the date of grant. |
Outstanding Equity Awards as of December 31, 2025
| (17) Dr. Waheed’s option to purchase 237,000 shares of common stock vests over four years, with the shares underlying the option vesting in equal monthly installments over a four-year period. |
Outstanding Equity Awards as of December 31, 2025
| (18) Dr. Waheed’s RSU award represents a right to receive 79,000 shares of common stock, with one-third of the shares underlying the RSUs vesting in equal annual installments over a three-year period. |
Outstanding Equity Awards as of December 31, 2025
| (19) Dr. Waheed’s option to purchase 122,923 shares of common stock vested with respect to 7/48 of the shares underlying the option on September 11, 2025 and with respect to 1/48 of the shares underlying the option monthly thereafter through February 11, 2029. |
Outstanding Equity Awards as of December 31, 2025
| (20) Dr. Waheed’s RSU award represents a right to receive 40,363 shares of common stock, with one-third of the shares underlying the RSUs vesting in equal annual installments over a three-year period, beginning on February 11, 2028. |
Outstanding Equity Awards as of December 31, 2025
| (21) Mr. Nayak’s option to purchase 244,550 shares of common stock vests over four years, with 25% of the underlying shares vesting on February 22, 2025, and the remaining shares underlying the option vesting in equal monthly installments thereafter. |
Outstanding Equity Awards as of December 31, 2025
| (22) Mr. Nayak’s RSU award represents a right to receive 80,300 shares of common stock, with the shares underlying the RSUs vesting in equal quarterly installments over a three-year period. |
Outstanding Equity Awards as of December 31, 2025
| (23) Mr. Nayak’s option to purchase 334,000 shares of common stock vests over four years, with the shares underlying the option vesting in equal monthly installments over a four-year period. |
Outstanding Equity Awards as of December 31, 2025
| (24) Mr. Nayak’s RSU award represents a right to receive 111,000 shares of common stock, with one-third of the shares underlying the RSUs vesting in equal annual installments over a three-year period. |
Outstanding Equity Awards as of December 31, 2025
| (25) Mr. Meyers’ option to purchase 45,000 shares of common stock vests over four years, with 25% of the underlying shares vesting on March 15, 2023, and the remaining shares underlying the option vesting in equal monthly installments thereafter. |
Outstanding Equity Awards as of December 31, 2025
| (26) Mr. Meyers’ option to purchase 100,000 shares of common stock vests over four years, with the shares underlying the option vesting in equal monthly installments over a four-year period. |
Outstanding Equity Awards as of December 31, 2025
| (27) Mr. Meyers’ RSU award represents a right to receive 33,333 shares of common stock, with one-third of the shares underlying the RSUs vesting in equal annual installments over a three-year period. |
Outstanding Equity Awards as of December 31, 2025
| (28) Mr. Meyers’ option to purchase 145,000 shares of common stock vests over four years, with the shares underlying the option vesting in equal monthly installments over a four-year period. |
Outstanding Equity Awards as of December 31, 2025
| (29) Mr. Meyers’ RSU award represents a right to receive 48,309 shares of common stock, with one-third of the shares underlying the RSUs vesting in equal annual installments over a three-year period. |
Outstanding Equity Awards as of December 31, 2025
| (30) Mr. Meyers’s option to purchase 222,000 shares of common stock vests over four years, with the shares underlying the option vesting in equal monthly installments over a four-year period. |
Outstanding Equity Awards as of December 31, 2025
| (31) Mr. Meyers’ RSU award represents a right to receive 74,000 shares of common stock, with one-third of the shares underlying the RSUs vesting in equal annual installments over a three-year period. |
Option Exercises and Stock Vested Table
Option Exercises and Stock Vested Table The following table sets forth information regarding stock options exercised, and vested RSUs received by our NEOs during 2025.
Option Exercises and Stock Vested Table
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Exercise (#) | Value Realized on Vesting ($) (2) | | Pravin U. Dugel | — | — | 284,993 | 2,761,583 | | Donald Notman | — | — | 61,260 | 483,912 | | Nadia K. Waheed | — | — | 47,222 | 378,248 | | Sanjay Nayak | — | — | 26,767 | 259,375 | | Steve Meyers | — | — | 32,214 | 239,821 |
Option Exercises and Stock Vested Table
| (1) Amounts shown do not necessarily represent actual value realized from the sale of the shares acquired upon exercise of options because in many cases the shares are not sold on exercise but continue to be held by the executive officer exercising the option. Any amounts shown would represent the difference between the option exercise price and the market price on the date of exercise, which is the amount that would have been realized if the shares had been sold immediately upon exercise. |
Option Exercises and Stock Vested Table
| (2) Value realized is calculated by multiplying the number of vested shares by the closing price of our common stock on the Nasdaq Global Select Market on the applicable vesting date. |
Pay Versus Performance Disclosure
Pay Versus Performance Disclosure The following tables and related disclosures provide information about (i) the “total compensation” of our principal executive officers, who we refer to as our PEOs, and our other named executive officers other than our PEOs, who we refer to as our Non-PEO NEOs, in each case as presented in our Summary Compensation Tables, which amounts we refer to as our SCT Amounts; (ii) the “compensation actually paid” to our PEOs and our Non-PEO NEOs, as calculated pursuant to the SEC’s pay-versus-performance rules, which amounts we refer to as our CAP Amounts; (iii) certain financial performance measures; and (iv) the relationship of the CAP Amounts to those financial performance measures. This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Exchange Act and does not necessarily reflect value actually realized by the executives or how our compensation committee evaluates compensation decisions in light of company or individual performance.
Pay Versus Performance Disclosure
| | | | | | | | Value | | | | | | | | | | Average | Average | of Initial | | | | | | | | | | Summary | Compensation | Fixed $100 | | | | | | Summary | Summary | Compensation | Compensation | Compensation | Actually | investment | | | | | | Compensation | Compensation | Actually | Actually | Table total for | Paid to | based on:(4) | | Net loss | Stock | | | Table Total for | Table Total for | Paid to First | Paid to Second | Non-PEO | Non-PEO | TSR | Peer Group | (in | Price | | | First PEO | Second PEO | PEO | PEO | NEOs (1) | NEOs (1)(2)(3) | ($) | ($) | Thousands) | ($)(5) | | 2025 | $— | $35,946,958 | $— | $57,534,937 | $3,515,889 | $5,585,142 | $58.65 | 119.92 | $(265,939) | 12.14 | | 2024 | $8,782,364 | $18,574,830 | $5,834,178 | $9,645,226 | $6,614,266 | $4,960,407 | $41.26 | 90.58 | $(193,506) | 8.54 | | 2023 | $3,276,712 | $— | $1,032,698 | $— | $1,411,824 | $692,794 | $21.55 | 91.84 | $(80,736) | 4.46 | | 2022 | $4,100,605 | $— | $(2,090,447) | $— | $1,507,838 | $(758,745) | $13.57 | 88.53 | $(71,038) | 2.81 | | 2021 | $7,096,934 | — | $(4,222,420) | $— | $3,609,513 | $(1,774,384) | $33.67 | 99.37 | $(6,553) | 6.97 |
Pay Versus Performance Disclosure
| (1) The First PEO is Mr. Mattessich (2024, 2023, 2022 and 2021). The Second PEO is Dr. Dugel (2024 and 2025). The First PEO presented in the table is Antony Mattessich and the Second PEO refers to Dr. Dugel. The Non-PEO NEOs for whom the average compensation is presented in this table are shown below. |
Pay Versus Performance Disclosure
| 2021 | 2022 | 2023 | 2024 | 2025 | | Michael Goldstein | Donald Notman | Donald Notman | Jeffrey Heier | Donald Notman | | Donald Notman | Rabia Gurses Ozden | Rabia Gurses Ozden | Peter Kaiser | Nadia Waheed | | Patricia Kitchen | | | | Sanjay Nayak | | | | | | Steve Meyers |
Pay Versus Performance Disclosure
| (2) The CAP Amounts have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually realized or received by the company’s PEO and Non-PEO NEOs. These amounts reflect the SCT Amounts for each year, adjusted as described in footnote 3 below. |
Pay Versus Performance Disclosure
| (3) The CAP Amounts reflect the exclusions and inclusions for the PEOs and the Non-PEO NEOs set forth below. Amounts excluded, which are set forth in the “Minus Stock and Option Awards from Summary Compensation Table” columns below, represent the Stock Awards and Option Awards reported in the Stock Awards and Option Awards columns of the Summary Compensation Table for each applicable year. Amounts added back to determine CAP Amounts are made up of the following components which are set forth in the table below, as applicable: (i) the fair value as of the end of the fiscal year of outstanding and unvested equity awards granted in that year; (ii) the change in fair value during the year of equity awards granted in prior years that remained outstanding and unvested at the end of the year; (iii) the fair value as of the vesting date of equity awards that were granted and vested in that year; and (iv) the change in fair value during the year through the vesting date of equity awards granted in prior years that vested during that year. The fair value at the end of the prior year of awards granted in any prior year that failed to meet applicable vesting conditions during the covered year are subtracted. Equity values are calculated in accordance with ASC Topic 718. |
Pay Versus Performance Disclosure
| | | | Plus Year-End | Plus Change in | | Plus Change in | | | | Summary | Minus Stock and | Equity Value of | Value of | Plus Value of | Value of Prior | | | | Compensation | Option Awards | Unvested Awards | Unvested Awards | Awards Granted | Years’ Awards | Compensation | | | Table Total for | from Summary | Granted During | Granted in Prior | and Vested | Vested During | Actually | | Year | First PEO | Compensation Table | Year | Years | During Year | Year | Paid to First PEO | | 2024 | $8,782,364 | $2,939,216 | $— | $— | $465,956 | $(474,925) | $5,834,178 | | 2023 | $3,276,712 | $2,127,765 | $1,843,657 | $(364,599) | $82,210 | $(1,677,517) | $1,032,698 | | 2022 | $4,100,605 | $3,051,254 | $(1,244,152) | $(2,724,746) | $(118,048) | $(1,541,155) | $(2,090,447) | | 2021 | $7,096,934 | $6,053,684 | $(2,261,605) | $(9,792,051) | $(586,466) | $(2,851,242) | $(4,222,420) |
Pay Versus Performance Disclosure
| | | | Plus Year-End | Plus Change in | | Plus Change in | | | | Summary | Minus Stock and | Equity Value of | Value of | Plus Value of | Value of Prior | | | | Compensation | Option Awards | Unvested Awards | Unvested Awards | Awards Granted | Years’ Awards | Compensation | | | Table Total for | from Summary | Granted During | Granted in Prior | and Vested | Vested During | Actually | | Year | Second PEO | Compensation Table | Year | Years | During Year | Year | Paid to Second PEO | | 2025 | $35,946,958 | $34,175,000 | $52,483,512 | $2,796,660 | $— | $482,807 | $57,534,937 | | 2024 | $18,574,830 | $17,166,409 | $8,663,217 | $─ | $(426,414) | $─ | $9,645,226 |
Pay Versus Performance Disclosure
| | Average | Minus Average Stock | Plus Average. Year- | Plus Average Change | Plus Average | Plus Average Change | | | | Summary | and Option Awards | End Equity Value | in Value of | Value of | in Value of Prior | Average | | | Compensation | from Summary | of Unvested | Unvested Awards | Awards Granted | Years’ Awards | Comp. | | | Table Total for | Compensation | Awards Granted | Granted in Prior | and Vested | Vested During | Actually Paid to | | Year | Non-PEO NEOs | Table | During Year | Years | During Year | Year | Non-PEO NEOs | | 2025 | $3,515,889 | $2,626,063 | $3,505,195 | $680,018 | $497,091 | $13,012 | $5,585,142 | | 2024 | $6,614,266 | $5,992,541 | $4,765,160 | $32,273 | $6,416 | $141,466 | $4,960,407 | | 2023 | $1,411,824 | $728,265 | $628,968 | $(119,795) | $33,176 | $(532,934) | $692,794 | | 2022 | $1,507,838 | $882,085 | $373,380 | $(865,185) | $(31,864) | $(865,830) | $(758,745) | | 2021 | $3,609,513 | $2,927,056 | $1,096,255 | $(4,457,826) | $(283,562) | $1,188,322 | $(1,774,384) |
Pay Versus Performance Disclosure
For the equity values included in the above tables, the valuation assumptions used to calculate fair values of stock options were materially different from those disclosed at the time of the grant of the stock options. The assumptions used in determining fair value of the stock options that vested during 2025, or that were outstanding as of December 31, 2025, as applicable, are as follows:
Pay Versus Performance Disclosure
| | Options Vested During Year or Outstanding on December 31 of | | | | | 2025 | | | | Expected Volatility | 75.13% | ─ | 83.10% | | Risk-Free Interest Rate | 3.5% | ─ | 4.4% | | Expected Dividend Yield | | 0% | | | Expected Term (in years) | 3.1 | ─ | 5.9 |
Pay Versus Performance Disclosure
The assumptions used in determining fair value of the stock options that vested during 2021, 2022, 2023 and 2024, or that were outstanding as of December 31, 2021, December 31, 2022, December 31, 2023 or December 31, 2024, as applicable, are as follows:
Pay Versus Performance Disclosure
| | Options Vested During Year or Outstanding on | | | | | | | | | | | | | | December 31 of | | | | | | | | | | | | | | 2024 | | | 2023 | | | 2022 | | | 2021 | | | | Expected Volatility | 79.06% | ─ | 85.10% | 80.00% | ─ | 107.10% | 79.00% | ─ | 119.50% | 64.5% | ─ | 133.5% | | Risk-Free Interest Rate | 4.2% | ─ | 4.3% | 3.83% | ─ | 4.73% | 4.20% | ─ | 4.70% | 0.1% | ─ | 0.3% | | Expected Dividend Yield | 0% | | | 0% | | | 0% | | | 0% | | | | Expected Term (in years) | 1.4 | ─ | 3.8 | 1.0 | ─ | 3.1 | 1.0 | ─ | 3.5 | 0.5 | ─ | 4.0 |
Pay Versus Performance Disclosure
(4)The Peer Group TSR set forth in this table utilizes the Nasdaq Biotechnology Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2025. The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year in the company and in the Nasdaq Biotechnology Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. (5)We determined Stock Price to be the most important financial performance measure used to link company performance to Compensation Actually Paid to our Second PEO and Non-PEO NEOs in 2025.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
Summary Compensation Table
Summary Compensation Table The following table sets forth a summary of the compensation earned by our current and former directors for the year ended December 31, 2025, with the exception of Dr. Dugel, who did not receive compensation for service as a non-employee director on our board of directors. Compensation information for Dr. Dugel is included above under “Executive Compensation.”
Summary Compensation Table
| | Fees Earned or Paid in Cash | Stock Awards | Option Awards | All Other Compensation | | | Name | ($)(1) | ($)(2) | ($)(2) | ($) | Total ($) | | Adrienne L. Graves, Ph.D. | 55,000 | 123,480 | 270,199(3) (4) | ─ | 448,679 | | Seung Suh Hong, Ph.D. | 55,000 | 123,480 | 270,199(3) (4) | ─ | 448,679 | | Richard L. Lindstrom, M.D. | 67,500 | 123,480 | 270,199(3) (4) | ─ | 461,179 | | Merilee Raines | 70,000 | 123,480 | 270,199(3) (4) | ─ | 463,679 | | Charles Warden | 105,000 | 123,480 | 270,199(3) (4) | ─ | 498,679 | | Leslie J. Williams | 67,500 | 123,480 | 270,199(3) (4) | ─ | 461,179 |
Summary Compensation Table
| (1) Fees earned or paid in cash consist of: |
Summary Compensation Table
| ● | for Dr. Graves, $50,000 for serving as a member of our board and $5,000 for serving as a member of our nominating and corporate governance committee; |
Summary Compensation Table
| ● | for Dr. Hong, $50,000 for serving as a member of our board and $5,000 for serving as a member of our nominating and corporate governance committee; |
Summary Compensation Table
| ● | for Dr. Lindstrom, $50,000 for serving as a member of our board, $7,500 for serving as a member of our compensation committee and $10,000 for serving as the chairperson of our nominating and corporate governance committee; |
Summary Compensation Table
| ● | for Ms. Raines, $50,000 for serving as a member of our board and $20,000 for serving as the chairperson of our audit committee; |
Summary Compensation Table
| ● | for Mr. Warden, $50,000 for serving as a member of our board, $30,000 for serving as the chairperson and lead independent director of our board, $15,000 for serving as the chairperson of our compensation committee and $10,000 for serving as a member of our audit committee; and |
Summary Compensation Table
| ● | for Ms. Williams, $50,000 for serving as a member of our board, $10,000 for serving as a member of our audit committee and $7,500 for serving as a member of our compensation committee. |
Summary Compensation Table
| (2) The amounts reported in the “Stock Awards” and “Option Awards” columns reflect the aggregate grant date fair value of share-based compensation awarded during the year computed in accordance with the provisions of ASC Topic 718. See Note 13 to our audited financial statements appearing in our Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on February 5, 2026, regarding assumptions underlying the valuation of equity awards. |
Summary Compensation Table
| (3) Consists of an option to purchase 44,000 shares of common stock and an RSU award for 14,000 shares of common stock, in each case vesting with respect to all of the shares on the one-year anniversary of date of grant or, if earlier, immediately prior to the next annual meeting of stockholders occurring after the grant date. |
Summary Compensation Table
| (4) As of December 31, 2025: |
Summary Compensation Table
| ● | Dr. Graves held options to purchase 152,000 shares of our common stock and RSU awards for 22,000 shares of common stock; |
Summary Compensation Table
| ● | Dr. Hong held options to purchase 214,800 shares of our common stock and an RSU award for 14,000 shares of common stock; |
Summary Compensation Table
| ● | Dr. Lindstrom held options to purchase 241,800 shares of our common stock and an RSU award for 14,000 shares of common stock; |
Summary Compensation Table
| ● | Ms. Raines held options to purchase 178,800 shares of our common stock and an RSU award for 14,000 shares of common stock; |
Summary Compensation Table
| ● | Mr. Warden held options to purchase 241,800 shares of our common stock and an RSU award for 14,000 shares of common stock; and |
Summary Compensation Table
| ● | Ms. Williams held options to purchase 214,800 shares of our common stock and an RSU award for 14,000 shares of common stock. |
Summary Compensation Table
In 2025, we paid cash compensation to our non-employee directors for his or her service as a director in the amounts described below under “—Director Compensation Arrangements.” All continuing directors were granted options to purchase 44,000 shares of common stock and an RSU award for 14,000 shares of common stock on June 11, 2025.
Director Compensation Arrangements
Director Compensation Arrangements For 2025, our non-employee directors were compensated as follows:
Director Compensation Arrangements
| ● | each non-employee director received an annual cash fee of $50,000; |
Director Compensation Arrangements
| ● | the lead independent director or chairperson received an additional annual cash fee of $30,000; |
Director Compensation Arrangements
| ● | each non-employee director who is a member of the audit committee received an additional annual cash fee of $10,000 ($20,000 for the audit committee chairperson); |
Director Compensation Arrangements
| ● | each non-employee director who is a member of the compensation committee received an additional annual cash fee of $7,500 ($15,000 for the compensation committee chairperson); |
Director Compensation Arrangements
| ● | each non-employee director who is a member of the nominating and corporate governance committee received an additional annual cash fee of $5,000 ($10,000 for the nominating and corporate governance committee chairperson); |
Director Compensation Arrangements
| ● | each new non-employee director received an initial grant of an option to purchase 88,000 shares of common stock and an RSU award for 28,000 shares of common stock upon the effectiveness of his or her initial election to our board of directors; and |
Director Compensation Arrangements
| ● | each non-employee director who had served on our board of directors for at least six months received an annual grant of an option to purchase 44,000 shares of common stock and an RSU award for 14,000 shares of common stock on the date of the first meeting of our board of directors held after each annual meeting of stockholders. |
Director Compensation Arrangements
For 2026, the compensation committee reviewed the compensation of our board of directors and recommended, and our board of directors approved that no changes were required to non-employee directors compensation arrangements for 2026. The stock options granted to our non-employee directors will have an exercise price equal to the fair market value of our common stock on the date of grant and will expire ten years after the date of grant. The initial stock options and RSUs granted to newly elected non-employee directors will vest, subject to the director’s continued service on the board of directors, with respect to one-third of the shares on each of the first, second, and third anniversaries of the grant date. The annual stock options and RSU awards granted to the non-employee directors will vest, subject to the director’s continued service on the board of directors, with respect to 100% of the shares on the first anniversary of the grant date or, if earlier, immediately prior to the next annual meeting of stockholders occurring after the grant date. Stock options and RSUs for non-employee directors are granted automatically and without the need for any further action by the board of directors or any of its committees under our stock incentive plan generally in effect at the time of grant. The share amounts for non-employee director stock option and RSU grants shall be automatically adjusted in the event 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 effecting our common stock, or any distribution to holders of our common stock other than an ordinary cash dividend. Each annual cash fee will be payable in arrears in four equal quarterly installments on the last day of each quarter. The amount of each payment will be prorated for any portion of a quarter that a director is not serving on our board. Each non-employee director will also be 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 or otherwise in direct service of the company.
Proposal 1: Election of Two Class III Directors
Proposal 1: Election of Two Class III Directors In accordance with the terms of our certificate of incorporation and our by-laws, our board of directors is divided into three classes: class I, class II and class III, with 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 new three-year terms at the annual meeting of stockholders in the year in which their terms expire. The members of the classes are divided as follows:
Proposal 1: Election of Two Class III Directors
| ● | Class III: Pravin U. Dugel, M.D. and Merilee Raines, and their terms expire at the Annual Meeting; and |
Proposal 1: Election of Two Class III Directors
| ● | Class I: Adrienne L. Graves, Ph.D. and Charles Warden, and their terms expire at the annual meeting of stockholders to be held in 2027; and |
Proposal 1: Election of Two Class III Directors
| ● | Class II: Seung Suh Hong, Ph.D., Richard L. Lindstrom, M.D. and Leslie J. Williams, and their terms expire at the annual meeting of stockholders to be held in 2028. |
Proposal 1: Election of Two Class III Directors
At each annual meeting of stockholders, directors are elected for full terms of three years to succeed those directors whose terms are expiring. Pravin U. Dugel, M.D. and Merilee Raines are current directors whose terms expire at the Annual Meeting. Each is nominated for re-election as a class III director, with a term ending in 2029. Unless otherwise instructed in the proxy, all proxies will be voted “FOR” the election of each of the nominees identified above to a three-year term ending in 2029, each such nominee to hold office until his or her successor has been duly elected and qualified. Stockholders who do not wish their shares to be voted for one or more nominees may so indicate by following the voting instructions set forth on the notice, voting instruction form or proxy card and affirmatively withholding his or her vote for that or those nominee(s). Each of the nominees has indicated his or her 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 any 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 A CLASS III DIRECTOR.
Information Regarding Our Outstanding Equity Awards
Information Regarding Our Outstanding Equity Awards The following table describes the awards that were outstanding and the number of shares that remained available for issuance as of March 31, 2026, under our stock incentive plans (excluding our Amended and Restated 2014 Employee Stock Purchase Plan):
Information Regarding Our Outstanding Equity Awards
| 2006 Plan | ● no options to purchase shares of common stock; and ● no shares of common stock remained available for the grant of future awards. | | 2014 Plan | ● options to purchase an aggregate of 3,677,377 shares of common stock, with a weighted average remaining term of 2.68 years and a weighted average exercise price of $9.70 per share; and ● no shares of common stock remained available for the grant of future awards. | | Inducement Grants (including under the 2019 Inducement Plan) | ● options to purchase an aggregate of 3,868,720 shares of common stock, with a weighted average remaining term of 8.2 years and a weighted average exercise price of $8.81 per share under the 2019 Inducement Plan; ● 873,520 shares of common stock underlying outstanding restricted stock unit (“RSU”) awards granted under the 2019 Inducement Plan; ● 1,094,395 shares of common stock remained available for the grant of future awards under the 2019 Inducement Plan; and ● options to purchase an aggregate of 498,500 shares of common stock, with a weighted average remaining term of 0.1 years and a weighted average exercise price of $10.94 per share under inducement grants made outside of the 2019 Inducement Plan. | | 2021 Plan | ● options to purchase an aggregate of 18,313,194 shares of common stock, with a weighted average remaining term of 8.46 years and a weighted average exercise price of $8.38 per share (assuming maximum achievement of the performance metrics with respect to outstanding performance-based options); ● 5,401,817 shares of common stock underlying outstanding RSU awards (assuming maximum achievement of performance metrics with respect to outstanding performance-based RSUs); and ● 1,647,820 shares of common stock remained available for the grant of future awards (assuming maximum achievement of performance metrics with respect to outstanding performance-based options and RSUs). |
Information Regarding Our Outstanding Equity Awards
As of March 31, 2026, there were no shares of restricted stock, stock appreciation rights, or other stock-based awards outstanding. The shares available for issuance, if the Plan Amendment is approved, would facilitate our ability to continue to grant equity incentives which we believe to be vital to our ability to fully engage and retain the highly skilled individuals required to support our retention and growth in the highly competitive labor markets in which we compete. The inability to do so could have an adverse impact on our business. If the Plan Amendment is not approved, we may need to increase cash compensation, which would reduce the resources we have allocated to meeting our business needs and objectives. We therefore strongly believe that the approval of the Plan Amendment is instrumental to our continued success. If this proposal is approved by our stockholders, we intend to register the additional shares reserved for issuance under the Amended Plan by filing a Registration Statement on Form S-8 as soon as reasonably practicable following such approval.