DEF 14A of Harrow, Inc., Apr 24, 2026

DEF 14A of Harrow, Inc.

Filed Apr 24, 2026 · FY20250001493152-26-018912

Open on EDGAR

  1. Nominees

    Nominees The Board has selected the four persons listed below as nominees for election to the Board at the Annual Meeting. Each of these nominees has indicated that he or she is willing and able to serve as a director. If any of the nominees declines to serve or becomes unavailable for any reason, or if a vacancy occurs before the election (although we know of no reason to anticipate that this will occur), your proxy may be voted for such substitute nominees as the Board may designate. The following table sets forth information regarding the nominees for directors and such persons, if elected at the Annual Meeting, will serve as directors until the earlier of the 2027 Annual Meeting of Stockholders (the “2027 Annual Meeting”) or until their successors are duly elected and qualified.

  2. Nominees

    | Name | Age | Position & Committees | | Mark L. Baum | 53 | Chairman of the Board and Chief Executive Officer | | Adrienne L. Graves | 72 | Independent Director, Audit Committee, Compensation Committee (chair), Nomination and Corporate Governance Committee (chair) | | Lauren P. Silvernail | 67 | Independent Director, Audit Committee (chair), Compensation Committee, Nomination and Corporate Governance Committee | | Perry J. Sternberg | 57 | Lead Independent Director, Audit Committee, Compensation Committee, Nomination and Corporate Governance Committee |

  3. Nominees

    The Board believes these nominees collectively provide a balanced mix of executive leadership, public company governance, financial, commercial, regulatory, and ophthalmic industry experience relevant to the Company’s strategy and risk oversight. Mark L. Baum is a founder, Chairman of the Board of Directors and Chief Executive Officer of the Company. In 2011, Mr. Baum led the restructuring and reorganization of the Company and since that time has directed the key operational and strategic activities of the Company. Mr. Baum was appointed as a director of the Company in December 2011, served as the Chairman of the Board of Directors from December 2011 to April 2012, was appointed Chief Executive Officer in April 2012, and was again appointed and has served as the Chairman of the Board since August 2021. Mr. Baum is also a founder and former board member of Melt Pharmaceuticals, Inc., Surface Ophthalmics, Inc., and Eton Pharmaceuticals, Inc. Before Harrow, as the founder of TBLF, LLC, a private investment fund manager, Mr. Baum made more than 200 investments in, and provided advisory and board service to, more than 40 private and public companies. In 1999, Mr. Baum founded YesRx, an HIV-focused pharmacy business. Mr. Baum actively advocates for patient and physician pharmaceutical accessibility issues, including being featured in Op-Ed contributions for the Wall Street Journal and appearances on national and international media outlets and other forums. Mr. Baum was named by Ernst & Young LLP as the 2017 Entrepreneur of the Year(TM) in the life sciences category for the San Diego region. Mr. Baum serves on the board of the Ophthalmology Foundation, which works with eye care professionals to professional societies to enhance and provide ophthalmic education, focusing on low-resource and underserved countries. Mr. Baum is a graduate, cum laude, of The University of Texas at Arlington and a graduate of California Western School of Law. The Board believes that Mr. Baum is qualified to serve as a director as a result of his years of public company executive and board experience, including knowledge of securities laws, reporting requirements, and public company finance-related issues.

  4. Nominees

    | Harrow, Inc. 2026 Proxy Statement | 6 |

  5. Nominees

    Adrienne L. Graves has served as a director of the Company since January 2024. She previously 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 as Senior Vice President of Worldwide Clinical Development (U.S., Europe, and Japan) from 1995 to 2002. Ms. Graves has served as a member of the boards of directors of Ocular Therapeutix, Inc., a publicly traded biopharmaceutical company, since July 2023; Opus Genetics, Inc., a public ophthalmic biotech company, since 2024; NVasc, Inc., a private retina biotech company, since 2023; Osanni Bio, Inc., a private ophthalmic biotech company, since 2024; JelliSee Ophthalmics, Inc., a private IOL device company, since 2023; and Qlaris Bio, Inc., a private glaucoma pharmaceutical company, since 2019. Previously, Ms. Graves served as a member of the board of directors of Surface Ophthalmics, Inc., a development-stage ophthalmology pharmaceutical company and former subsidiary of the Company, from 2018 to 2024; Nicox S.A., a French ophthalmology company, from 2014 to 2024; IVERIC bio, Inc., a biopharmaceutical company, from 2018 to 2021, and as the chairman of IVERIC’s board from 2021 to 2023; Greenbrook TMS Inc., a Canadian neurology and medical device company, from 2018 to 2023; Oxurion NV, a Belgian biopharmaceutical company, from 2018 until 2023; Akorn Inc., a pharmaceutical company, from 2012 to 2018; and TearLab Corporation (now Trukera Medical), a biopharmaceutical company, from 2005 to 2018. Ms. Graves received a Bachelor of Arts degree 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. The Board believes that Ms. Graves is qualified to serve as a director as a result of her Board leadership skills and pharmaceutical development and operational expertise across the pharmaceutical industry, including having contributed to bringing multiple ophthalmic products through development to approval and commercialization as well as having been responsible for numerous successful acquisitions and partnerships. Lauren P. Silvernail has served as a director of the Company since January 2024. From 2018 until her retirement in 2022, she was Chief Financial Officer and Executive Vice President, Corporate Development of Evolus, Inc., an aesthetic medicines company. Prior to that time, Ms. Silvernail served as the Chief Financial Officer and Chief Business Officer of Revance Therapeutics, Inc., a development stage aesthetic medicine company, from 2015 to 2018 and as Chief Financial Officer and Executive Vice President, Corporate Development from 2013 to 2015. From 2003 to 2012, Ms. Silvernail was Chief Financial Officer and Vice President of Corporate Development at ISTA Pharmaceuticals, Inc., a commercial pharmaceutical company that was acquired by Bausch & Lomb. From 1995 to 2003, Ms. Silvernail served in various operating and corporate development positions at Allergan, a pharmaceutical company, including Vice President, Business Development. Prior to joining Allergan, Ms. Silvernail worked at Glenwood Ventures, an investment firm, as a General Partner. She previously served on the board of directors and as chair of the audit committee of Dynavax, a commercial-stage biopharmaceutical company developing and commercializing vaccines, which was acquired by Sanofi. Ms. Silvernail previously served on the board of directors and as chair of the audit committee at Harpoon Therapeutics, Inc., an immuno-oncology company that was acquired by Merck & Co., Inc., and on the board of directors, as a member of the audit and compensation committees and as the chair of the corporate governance committee of Nicox S.A. from 2017 to 2024. Ms. Silvernail holds a Bachelor of Arts degree in Biophysics from the University of California, Berkeley and a Master of Business Administration degree from the Anderson Graduate School of Management at the University of California, Los Angeles. The Board believes that Ms. Silvernail is qualified to serve as a director as a result of her track record in operational, financial, and business development within the life sciences industry. Perry J. Sternberg has served as a member of our Board of Directors since March 2022. In 2024, Mr. Sternberg was appointed as Chief Executive Officer of Sydnexis, a pre-commercial stage biopharmaceutical company focused on the treatment of progression of pediatric myopia. Prior to joining Sydnexis, Mr. Sternberg was the President and Chief Executive Officer of Corium, Inc., a commercial stage biopharmaceutical company leading the development and commercialization of novel central nervous system (“CNS”) therapies, since 2019. Prior to joining Corium, he served from 2013 to 2019 as Executive Vice President and Head of U.S. Commercial for Shire Plc’s ophthalmology business unit as well as six other Shire business units, which, during his tenure, in the aggregate, generated more than $8 billion in annual revenues. Mr. Sternberg also served as Chief Commercial Officer and Global Head of Shire’s CNS Business. Mr. Sternberg previously served as Vice President and General Manager, U.S. and Canada Pharmaceuticals at Bausch & Lomb, as well as various leadership roles at Novartis Ophthalmics, Novartis Pharmaceuticals and Merck & Co., Inc. In his 25 years of experience in biotechnology and pharmaceuticals, Mr. Sternberg has had direct responsibility for the launch and commercialization of more than 20 products across a wide range of therapeutic areas in diverse markets, including ophthalmic pharmaceuticals. Mr. Sternberg is also a member of the board of directors of privately held Surface Ophthalmics, Inc. He received a Bachelor of Science degree in Animal Bioscience from Penn State University in 1990. The Board believes that Mr. Sternberg is qualified to serve as a director as a result of his 25 years of experience in biotechnology and pharmaceuticals, including the development of a strategic marketing vision, implementation of tactical sales plans that drive revenue growth, and leadership of teams to achieve as well as exceed growth targets. There are no family relationships among any of our directors or executive officers, and there are no arrangements or understandings between any director or executive officer and any other person pursuant to which any such person was selected as a director or executive officer.

  6. Nominees

    | Harrow, Inc. 2026 Proxy Statement | 7 |

  7. Director Compensation Program for the Year Ended December 31, 2025

    Director Compensation Program for the Year Ended December 31, 2025 A summary of the non-employee director compensation arrangements for 2025 is set forth below. Cash Compensation

  8. Director Compensation Program for the Year Ended December 31, 2025

    | | Retainer and Meeting Fees | | Annual Board Retainer Fee | $50,000 | | Annual Chair Retainer Fees*: | | | Non-Employee Chairman of the Board or Lead Independent Director | $30,000 | | Audit Committee Chair | $20,000 | | Compensation Committee Chair | $15,000 | | Nomination and Corporate Governance Committee Chair | $10,000 | | Annual Committee Member Retainer Fees*: | | | Audit Committee | $10,000 | | Compensation Committee | $7,500 | | Nomination and Corporate Governance Committee | $5,000 | | * These fees are in addition to the Annual Board Retainer Fee, as applicable. | |

  9. Director Compensation Program for the Year Ended December 31, 2025

    Non-employee directors are also reimbursed for their reasonable out-of-pocket expenses incurred in connection with attending Board and committee meetings. Equity Compensation Each non-employee director is eligible to receive an annual award of restricted stock units (“RSUs”) with a grant date value of $225,000, as well as an initial RSU award upon appointment to the Board. Effective in 2025, the annual award value was increased from $150,000 to $225,000. These RSUs will vest in equal quarterly installments over a one-year period subject to the director’s continued service, but the issuance and delivery of the shares subject to the RSUs are deferred until the director resigns or otherwise terminates his or her service as a director.

  10. Director Compensation Table

    Director Compensation Table The following table shows the compensation earned by, awarded or paid in 2025 to the individuals who served as our non-employee directors during such period and the number of shares underlying RSUs held by each non-employee director at year-end. Martin A. Makary was a Board member until his resignation from his position on the Board in January 2025. Mr. Baum did not receive any additional compensation for his services as a director and his compensation received as an executive officer is disclosed in the Summary Compensation Table in this Proxy Statement.

  11. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1)(2) | Total ($) | Aggregate Shares Underlying RSUs Held by Directors (3) | | Adrienne L. Graves | $83,750 | $225,014 | $308,764 | 18,805 | | Lauren P. Silvernail | $82,500 | $225,014 | $307,514 | 18,805 | | Perry J. Sternberg | $102,500 | $225,014 | $327,514 | 36,553 | | Martin A. Makary (4) | $- | $- | $- | - |

  12. Director Compensation Table

    | (1) Reflects the grant date fair value of awards granted in 2025, measured in accordance with ASC 718, Compensation - Stock Compensation (“ASC 718”) and without adjustment for estimated forfeitures. For a discussion of the assumptions used to calculate the value of equity awards, refer to Note 15 to our consolidated financial statements for the fiscal year ended December 31, 2025, included in the Annual Report. | | (2) With the exception of Mr. Makary, who resigned in January 2025, each non-employee director received an award of 7,339 RSUs during the year ended December 31, 2025. | | (3) Includes shares that have vested, but the issuance and delivery of which is deferred until the director resigns or otherwise terminates service. | | (4) Mr. Makary resigned from the Board in January 2025. |

  13. Director Compensation Table

    | Harrow, Inc. 2026 Proxy Statement | 9 |

  14. Director Compensation Table

    CORPORATE GOVERNANCE Corporate Governance Guidelines Our Board of Directors has adopted corporate governance guidelines to assist the Board in the exercise of its responsibilities and to promote the effective governance of the Company for the benefit of the Company and its stockholders. Director Independence Our Board of Directors currently consists of the following four members: Mark L. Baum (Chair), Adrienne L. Graves, Lauren P. Silvernail, and Perry J. Sternberg (Lead Independent Director). The Board has affirmatively determined that Ms. Graves, Ms. Silvernail, and Mr. Sternberg, who comprise a majority of our current Board, are “independent” directors, as that term is defined by Nasdaq Marketplace Rule 5605(a)(2). Mr. Baum is not independent because he currently serves as our Chief Executive Officer. Board Leadership Structure The Board may, but is not required to, select a Chairman of the Board on an annual basis. The positions of Chairman of the Board and Chief Executive Officer may be filled by one individual or two different individuals. Currently, the positions of Chairman of the Board and Chief Executive Officer are both filled by Mark L. Baum. As a result of his in-depth knowledge of the Company’s operations gained by serving as Chief Executive Officer, Mr. Baum is well positioned to identify and lead Board deliberations regarding important matters relating to the Company’s operations, strategic priorities, and overall development. The Board believes that serving as both Chief Executive Officer and Chairman of the Board enables Mr. Baum to facilitate effective communication between Company management and the Board and to ensure key issues and recommendations are brought to the attention of the Board. The Board believes that this leadership structure, in conjunction with the appointment of a Lead Independent Director, is the most effective for the Company at this time, and that our existing corporate governance practices effectively achieve independent oversight and management accountability. Our Corporate Governance Guidelines also provide that, if the same individual serves as Chairman of the Board and Chief Executive Officer, or if the Chairman of the Board is otherwise not independent, our Board shall appoint a Lead Independent Director. Mr. Sternberg has served as our Lead Independent Director since November 2023. The responsibilities of the Lead Independent Director include: (i) fostering processes that allow the Board to function independently of management and encouraging open and effective communication between the Board and management of the Company; (ii) providing input to the Chairman on behalf of the independent directors with respect to Board agendas; (iii) presiding at all meetings of the Board at which the Chairman is not present, as well as regularly scheduled executive sessions of independent directors; (iv) in the case of a conflict of interest involving a director, if appropriate, asking the conflicted director to leave the room during discussion concerning such matter and, if appropriate, asking such director to recuse himself or herself from voting on the relevant matter; (v) communicating with the Chairman and the Chief Executive Officer, as appropriate, regarding meetings of the independent directors and resources and information necessary for the Board to effectively carry out its duties and responsibilities; (vi) serving as liaison between the Chairman and the independent directors; (vii) being available to directors who have concerns that cannot be addressed through the Chairman; (viii) calling meetings of the independent directors, as needed or when appropriate; and (ix) performing other functions as may reasonably be requested by the Board or the Chairman. In the event the Company appoints an independent Chairman of the Board, the responsibilities of the Lead Independent Director will be assumed by the independent Chairman of the Board. The Board periodically reviews its leadership structure and believes that the current combined Chairman and Chief Executive Officer structure is appropriate at this time given the Company’s size, stage of development and strategic priorities. The presence of a Lead Independent Director, along with fully independent Board committees, provides effective independent oversight of management.

  15. Director Compensation Table

    | Harrow, Inc. 2026 Proxy Statement | 10 |

  16. Director Compensation Table

    Board Role in Risk Management The Board as a whole has responsibility for risk oversight, and each Board committee has responsibility for reviewing certain risk areas and reporting to the full Board. The oversight responsibility of the Board and its committees is enabled by management reporting processes that are designed to provide visibility to the Board about the identification, assessment and management of critical risks, and management’s risk mitigation strategies in certain focus areas. These areas of focus include strategic, operational, financial and reporting, succession and compensation, and other areas. The Board and its committees oversee risks associated with their respective areas of responsibility, as summarized below. Each committee meets with key management personnel and representatives of outside advisors as required.

  17. Director Compensation Table

    | Board/Committee | Primary Areas of Risk Oversight | | Full Board | Risks and exposures associated with the Company business strategy and other current matters that may present material risk to the Company’s financial performance, operations, prospects or reputation. | | Audit Committee | Risks and exposures relating to the integrity of the Company’s financial statements, financial reporting process, internal control over financial reporting, compliance, cybersecurity, related-party transactions, material pending legal proceedings, contingent liabilities, and other matters that may have a material impact on the Company’s financial statements. | | Compensation Committee | Risks and exposures associated with the Company’s compensation policies and practices, including executive compensation programs and arrangements, incentive plans, and whether such policies and practices encourage excessive or inappropriate risk-taking. | | Nomination and Corporate Governance Committee | Risks and exposures associated with Board composition, director succession planning, corporate governance, and overall Board effectiveness. |

  18. Director Compensation Table

    Cybersecurity Risk Oversight The Board recognizes the importance of effective cybersecurity risk management and maintains ultimate oversight of the Company’s cybersecurity and other enterprise risks. The Board has delegated primary oversight responsibility for cybersecurity and information security risks to the Audit Committee, which receives regular updates from management and, as appropriate, more frequent updates as circumstances warrant. Management personnel with relevant information security experience and certifications work with the Company’s legal, finance and corporate governance functions to identify, assess, monitor and report cybersecurity risks, including operational and data security risks associated with third-party service providers, policies and procedures, and incident response plans. Reports to the Audit Committee address, among other things, the Company’s cybersecurity policies, processes and controls, significant developments relating to the identification, mitigation and remediation of cybersecurity risks, the Company’s ability to monitor, protect against, detect and respond to cybersecurity incidents, risk review findings and relevant industry developments. The Audit Committee also ensures that management provides the Board with a cybersecurity and information security update at least annually. In the event of a material cybersecurity incident, senior management, including the Company’s Chief Executive Officer and Vice President of Information Technology, would promptly brief the Audit Committee, which would then oversee the Board’s consideration of the incident, including its materiality and related disclosure obligations.

  19. Committees of the Board of Directors

    Overview The Company’s executive compensation program is designed to align executive pay with Company performance and the creation of long-term stockholder value. A significant portion of total compensation is variable and tied to the achievement of key financial and strategic objectives. For 2025, the Compensation Committee evaluated Company performance against pre-established goals focused on revenue, adjusted EBITDA, specified product performance and debt refinancing. After reviewing the Company’s 2025 results, including financial performance, commercial execution and progress across key strategic initiatives, the Compensation Committee approved annual incentive bonus payouts for named executive officers at target levels. During 2025, the Compensation Committee also approved long-term equity awards, including performance-based awards for Messrs. Baum and Boll, to reinforce alignment with sustained stockholder value creation and retention. The Compensation Committee’s compensation decisions reflect its philosophy of pay-for-performance and its objective of balancing short-term incentives with long-term value creation. The Compensation Committee believes that executive compensation should be directly linked both to continuous improvements in corporate performance (pay for performance) and the achievement of objectives that are expected to increase stockholder value. In furtherance of this goal, the Compensation Committee has established the following guidelines as a foundation for compensation decisions:

  20. Committees of the Board of Directors

    The Compensation Committee considers, with respect to each of the Company’s executive officers, the total compensation that may be awarded, including base salary, annual incentive compensation, long-term incentive compensation and other benefits, such as discretionary cash bonuses, perquisites and other personal benefits available to each executive officer or that may be received by such executive officer under certain circumstances, including compensation payable upon termination of such executive officer under an employment agreement or severance agreement (if applicable). The Compensation Committee recognizes that its overall goal is to award compensation that is reasonable when all elements of potential compensation are considered. The Compensation Committee believes that cash compensation in the form of base salary and an annual incentive bonus provides our executives with short-term rewards for success in operations, and that long-term compensation through the award of stock options, restricted stock units and other equity awards aligns the objectives of management with those of our stockholders with respect to long-term performance and success.

  21. Committees of the Board of Directors

    The Compensation Committee also has historically focused on the Company’s financial and working capital condition when making compensation decisions and approving performance objectives. Because the Company has historically sought to preserve cash, overall compensation traditionally has been weighted more heavily toward equity-based compensation, as well as cash payments that are earned only upon the Company’s achievement of specified performance goals. The Compensation Committee will continue to periodically reassess the appropriate weighting of cash and equity compensation in light of the Company’s expenditures in connection with commercial operations and its working capital needs. Pay-for-Performance Alignment The Compensation Committee believes that executive compensation outcomes for 2025 were aligned with Company performance because a significant portion of named executive officer compensation consisted of variable annual cash incentives tied to Company performance and long-term equity awards. In particular, the 2025 performance stock unit awards granted to Messrs. Baum and Boll require both a minimum three-year continued service requirement and achievement of stock price targets ranging from $50 to $100 per share over a possible five-year term. Compensation Risk Assessment The Compensation Committee has reviewed the Company’s compensation policies and practices to assess whether they create risks that are reasonably likely to have a material adverse effect on the Company. In conducting this review, the Compensation Committee considered, among other factors, the mix of fixed and variable compensation, the balance between short-term and long-term incentives, the use of performance-based metrics, and the existence of risk-mitigating features such as the Company’s clawback policy. Based on this assessment, the Compensation Committee determined that the Company’s compensation programs do not encourage excessive or inappropriate risk-taking and are aligned with the long-term interests of stockholders. Roles in Determining Executive Officer Compensation Compensation Committee In accordance with its charter, the Compensation Committee is responsible for, among other things, reviewing and evaluating our executive officer compensation program, including: (i) determining the objectives of the executive officer compensation program and reviewing and recommending to the Board the program as a whole and the elements of compensation that comprise the program to be consistent with such objectives; (ii) evaluating the performance of the Chief Executive Officer, and in consultation with the Chief Executive Officer, the performance of our other executive officers, in light of the level of achievement of individual and corporate goals and objectives; and (iii) approving and/or recommending to the Board the compensation package for all executive officers of the Company. In accordance with its charter, the Compensation Committee, from time to time, solicits information and, as appropriate, recommendations from management of the Company with respect to executive officer compensation, although the ultimate determination and any recommendations to the Board remain with the Compensation Committee, and all equity grants are made by the Compensation Committee. Chief Executive Officer Compensation for the Chief Executive Officer is reviewed, evaluated and approved by the Compensation Committee without the presence or participation of the Chief Executive Officer. The Chief Executive Officer reviews and makes recommendations to the Compensation Committee with respect to the compensation of other members of the senior management team. While the Compensation Committee may review and consider recommendations of the Chief Executive Officer, the Compensation Committee takes such action regarding compensation as it deems appropriate, which may include concurring with the Chief Executive Officer’s recommendations, or proposing adjustments to such recommendations, prior to the Compensation Committee approving any compensation.

  22. Committees of the Board of Directors

    Compensation Consultant During 2025, the Compensation Committee retained the services of an external compensation consultant, Mercer, Inc. (“Mercer”). The mandate of the consultant was to assist the Compensation Committee in its review of executive and director compensation practices, including the competitiveness of pay levels, executive compensation design (including equity grants of subsidiaries), benchmarking with the Company’s peers in the industry and other technical considerations including tax- and accounting-related matters. The Compensation Committee regularly evaluates Mercer’s performance, considers alternative compensation consultants and has the final authority to engage and terminate Mercer’s services. The decision to engage Mercer was made solely by the Compensation Committee. The Compensation Committee, after a review of the factors set forth in Section 10C-1 of the Exchange Act and Nasdaq requirements, has determined that the work performed by Mercer did not present any conflicts of interest. The Compensation Committee intends to continue to engage with Mercer in order to assist the Compensation Committee in its ongoing review of executive and director compensation practices, including a regular review and update of the Company’s peer companies. In 2025, the Compensation Committee engaged Mercer to assist in the update of the list of peer companies and perform a review of executive and director compensation practices. Competitive Market Benchmarking The Compensation Committee draws on a number of resources to assist in the evaluation of the various components of the Company’s executive compensation program including, but not limited to, industry data compiled by Mercer in its Global Life Sciences Survey, which represents a nationally based assessment of executive compensation widely used within the pharmaceutical and biotechnology industry sectors. While we do not establish compensation levels based solely on benchmarking, pay practices at other companies within such sectors are an important factor that the Compensation Committee considers in assessing the reasonableness of compensation and ensuring that our compensation practices are competitive in the marketplace. The Compensation Committee adopted an updated group of peer companies in 2025, and the Compensation Committee may in the future revise the group of peer companies to take into account changes in market capitalization and similarities to the Company along the dimensions of competition for talent, phase of development or stage of commercialization, current and potential market capitalization, and number of employees. More specifically, when establishing the 2025 peer group, Mercer and the Compensation Committee also gave consideration to market value, revenues, location, stage of development and ophthalmic focus. The list of peer companies identified in 2025 by the Compensation Committee was comprised of the following companies:

  23. Compensation Program Overview

    | ● | Base Salary | | ● | Annual Bonus (non-equity incentive compensation) | | ● | Equity Compensation | | ● | Employee Benefit Program | | ● | Change of Control Arrangements |

  24. Compensation Program Overview

    Annual Bonus (Non-Equity Incentive Compensation) The Company provides executive officers with annual performance-based cash bonus opportunities designed to reward performance. The Compensation Committee establishes performance goals at the beginning of each year, with input from senior management, and determines target bonus opportunities as a percentage of base salary based on each executive officer’s role, responsibilities and ability to influence Company performance. The Company believes these target bonus opportunities are appropriate and consistent with its pay-for-performance compensation philosophy. For 2025, annual incentive bonus opportunities for our executive officers were based entirely on overall Company performance. In February 2025, the Compensation Committee established measures that included revenue, adjusted EBITDA, revenue from certain products, and refinancing activity. The Compensation Committee also determined that the evaluation of performance following the year would include a review of, and potential adjustment for, acquisition and development activity. Target annual incentive bonus opportunities for 2025 were 70% of annual base salary for our Chief Executive Officer and 50% of annual base salary for each other named executive officer eligible for an annual incentive bonus award. Following the end of the year, the Compensation Committee reviewed the Company’s performance against the pre-established annual incentive framework, including financial performance, adjusted EBITDA and product-related performance measures. In determining 2025 annual incentive payouts, the Compensation Committee considered, among other things, the Company’s year-over-year revenue growth, improved profitability and adjusted EBITDA results, execution against product and commercialization objectives, and our debt refinancing process during the year. In addition, the Compensation Committee considered other business development initiatives and acquisition and development activity. Based on this overall review, the Compensation Committee awarded annual incentive bonuses at target levels for all NEOs. As a result, for 2025, the Chief Executive Officer received an annual incentive bonus equal to 70% of base salary, the President and Chief Financial Officer received an annual incentive bonus equal to 50% of base salary, and the President and Chief Executive Officer, ImprimisRx Division, received an annual incentive bonus equal to 40% of base salary on a pro rata basis based on his start date.

  25. Compensation Program Overview

    Clawback Policy The Company has adopted a Policy Regarding the Mandatory Recovery of Compensation in accordance with applicable SEC and Nasdaq listing standards. This policy provides for the recovery of certain incentive-based compensation received by current or former executive officers in the event the Company is required to prepare an accounting restatement as a result of material noncompliance with financial reporting requirements under the securities laws. The Company’s clawback policy is incorporated as an exhibit to the Company’s Annual Report. Equity Compensation As an additional component of our compensation program, executive officers are eligible to receive equity compensation in the form of stock options, restricted stock and/or RSUs. The Compensation Committee does not have a stated policy regarding the issuance of equity grants. However, historically our named executive officers have been granted service/time-based vesting equity awards and certain executive officers have also been granted options and RSUs that contain performance/market-based vesting conditions. The Compensation Committee grants equity awards to executive officers to aid in their retention, to motivate them to assist with the achievement of corporate objectives and to align their interests with those of our stockholders by creating a return tied to the performance of our stock price. In determining the form, date of issuance and value of a grant, the Compensation Committee considers the contributions and responsibilities of each executive officer, appropriate incentives for the achievement of our long-term growth, the size and value of grants made to other executives at peer companies holding comparable positions, individual achievement of designated performance goals, and the Company’s overall performance relative to corporate objectives. In 2025, the Compensation Committee granted performance stock unit awards to Messrs. Baum and Boll as part of the Company’s long-term incentive compensation program. These awards, which we refer to as the “2025 PSUs,” are subject to both continued service and market-based vesting conditions. Vesting of the 2025 PSUs requires (i) a minimum three-year service period and (ii) during a five-year term, the achievement and maintenance of specified Company common stock price targets ranging from $50.00 to $100.00 per share. The 2025 PSUs were structured in four separate tranches and are intended to align a significant portion of executive compensation with sustained long-term stock price performance and stockholder value creation. Additional information regarding the 2025 PSUs, including the applicable tranche structure, is provided below under “Outstanding Equity Awards at Fiscal Year-End—2025 PSUs – Multi-Year Awards.” Certain named executive officers other than Messrs. Baum and Boll received equity awards in 2025 in the form of stock options. Upon his hiring in January 2025, Dr. Shojaei received a stock option award to purchase 30,000 shares of the Company’s common stock. Upon his hiring in September 2025, Mr. Mullery received a stock option award to purchase 33,000 shares of the Company’s common stock. Mr. Saharek did not receive an equity award in 2025. See the “Grants of Plan-Based Awards” and the “Outstanding Equity Awards at Fiscal Year-End” table below for additional details about equity awards held by our named executive officers. Employee Benefit Program Executive officers are eligible to participate in all of our employee benefit plans, including medical, dental, vision, group life, disability and accidental death and dismemberment insurance, in each case on the same basis as other employees, subject to applicable law. We also provide vacation and other paid holidays to all employees, including executive officers, all of which we believe to be comparable to those provided at peer companies. These benefit programs are designed to enable us to attract and retain our workforce in a competitive marketplace. Health, welfare and vacation benefits ensure that we have a productive and focused workforce through reliable and competitive health and other benefits. Our retirement savings plan (401(k) plan) is a tax-qualified retirement savings plan, pursuant to which all employees, including the named executive officers, are able to contribute certain amounts of their annual compensation, subject to limits prescribed by the Internal Revenue Service. We have historically made matching contributions of up to 4% of cash compensation contributed to the plan. The value of the 401(k) benefit for each of our named executive officers is reflected in the “All Other Compensation” column of the Summary Compensation Table.

  26. Compensation Program Overview

    Change of Control Arrangements We have entered into change of control arrangements with each of our named executive officers. Our Board approved these change of control arrangements in order to mitigate some of the risk that exists for executives working in a biopharmaceutical company at our current stage and where the possibility exists that we may be acquired if our efforts succeed. These arrangements are intended to retain highly skilled executives who have, or who may seek, alternatives that may appear to them to be less risky in terms of the potential loss of their position following a merger or sale, particularly where the services of these executive officers may not be required by the acquirer. These arrangements provide change of control benefits either upon the termination of the employee’s service, a significant change in job responsibilities or the need to relocate within 12 months following a change of control. By using a so-called “double trigger” change of control benefit, and thereby tying the severance benefit both to a change in control and change in job status, rather than the mere consummation of a change of control transaction, the Compensation Committee believes that it is better able to balance the employee’s need for certainty with the interests of our stockholders. Information regarding the change of control arrangements and the potential value of payments upon termination related to a change of control is provided for the named executive officers under the heading “Change of Control Arrangements” in the sections below describing each named executive officer’s compensation arrangements. Given his transition to a consulting role with the Company, Mr. Saharek is no longer eligible for change of control arrangements. Consulting Agreement with John P. Saharek In October 2025, Mr. Saharek transitioned from his executive role as President and Chief Executive Officer of ImprimisRx. On March 1, 2026, Mr. Saharek ceased to be employed by the Company and entered into a consulting arrangement. Pursuant to a Consulting Agreement entered into effective March 1, 2026, Mr. Saharek serves as Program Lead for a certain initiative with IHEEZO. The term of the Consulting Agreement continues through December 31, 2026, unless earlier terminated by either party upon five days’ prior written notice. Under the agreement, Mr. Saharek receives a base consulting fee of $18,540 every two weeks and is eligible for an annual performance or incentive component based on clinic-based adoption of IHEEZO. Mr. Saharek is responsible for his own expenses unless pre-approved by the Company in writing in advance. The agreement also contains customary provisions relating to confidentiality, intellectual property ownership and independent contractor status. The Consulting Agreement is filed as an exhibit to the Company’s Annual Report. Equity Grant Practices The Compensation Committee approves equity award grants to our executives from time to time. We do not have, nor do we plan to establish, any program, plan or practice to time equity award grants in coordination with releasing material non-public information. Compensation Committee Interlocks and Insider Participation During the fiscal year ended December 31, 2025, none of the members of the Compensation Committee was an officer or employee of the Company. None of the Company’s executive officers served as a member of the board of directors or compensation committee of any entity that had one or more executive officers serving on the Company’s Board of Directors or Compensation Committee. Compensation Committee Report The Compensation Committee of the Board of Directors has reviewed and discussed the Compensation Discussion and Analysis with management. Based on its review and discussions with management, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

  27. Compensation Program Overview

    | Name and Principal Position | Year | Salary | Stock Awards (1) | Option Awards (2) | Non-Equity Incentive Plan Compensation (3) | All Other Compensation (4) | Total | | Mark L. Baum Chief Executive Officer | 2025 | $754,910 | $22,294,873(5) | $- | $542,491 | $14,000 | $23,606,274 | | | 2024 | $731,120 | $- | $- | $611,618 | $15,752 | $1,358,490 | | | 2023 | $680,086 | $14,150,821 | $- | $421,800 | $3,756 | $15,256,463 | | Andrew R. Boll President and Chief Financial Officer | 2025 | $505,259 | $10,169,924(5) | $- | $258,258 | $14,000 | $10,947,441 | | | 2024 | $491,920 | $- | $- | $342,930 | $14,351 | $849,201 | | | 2023 | $459,900 | $6,432,192 | $- | $236,500 | $1,817 | $7,130,409 | | Francis W. Mullery President and Chief Executive Officer, ImprimisRx Division (6) | 2025 | $129,808 | $- | $1,054,624 | $53,260 | $- | $1,237,692 | | Amir H. Shojaei Chief Scientific Officer (7) | 2025 | $441,346 | $- | $670,569 | $225,000 | $5,712 | $1,342,627 | | John P. Saharek Former President and Chief Executive Officer, ImprimisRx Division (8) | 2025 | $475,614 | $- | $- | $237,807 | $14,000 | $727,421 | | | 2024 | $463,431 | $- | $- | $234,000 | $46,036 | $743,467 | | | 2023 | $431,436 | $5,145,753 | $- | $225,000 | $12,938 | $5,815,127 |

  28. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table provides information regarding stock option exercises and the vesting of stock awards held by our named executive officers during the fiscal year ended December 31, 2025.

  29. Option Exercises and Stock Vested

    | | Option Awards (1) | | Stock Awards (2) | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Mark L. Baum | 780,000 | $25,285,800 | 762,300 | $18,340,938 | | Andrew R. Boll | 60,000 | $2,586,600 | 346,500 | $8,336,790 | | Francis W. Mullery | - | $- | - | $- | | Amir H. Shojaei | - | $- | - | $- | | John P. Saharek | 60,000 | $2,586,600 | 277,200 | $6,669,432 |

  30. Option Exercises and Stock Vested

    | (1) For option awards, the value realized on exercise, if any, is based on the difference between the market price of the Company’s common stock on the date of exercise and the applicable exercise price of the option exercised, multiplied by the number of shares acquired on exercise. | | (2) For stock awards, the value realized on vesting, if any, is based on the market value of the Company’s common stock on the applicable vesting date, multiplied by the number of shares acquired on vesting. |

  31. Option Exercises and Stock Vested

    In April 2023, the Company granted multi-year PSU awards to certain senior executives. On April 3, 2025, the applicable vesting criteria for those awards were satisfied, and the awards vested in full.

  32. Pension Benefits

    Pension Benefits The Company does not maintain any defined benefit pension plans or actuarial pension plans for any of its named executive officers.

  33. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The Company does not maintain any non-qualified defined contribution or other non-qualified deferred compensation plans for any of its named executive officers.

  34. CEO PAY RATIO

    CEO PAY RATIO Pursuant to Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, the Company is required to disclose the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all other employees. For the fiscal year ended December 31, 2025:

  35. CEO PAY RATIO

    | Item | Details | | Median annual total compensation of all employees (excluding CEO) | $89,719 | | Annual total compensation of CEO Mark L. Baum | $23,606,274 | | CEO Pay Ratio | 263 to 1 |

  36. CEO PAY RATIO

    The Company identified the median employee using total cash compensation reflected in the Company’s payroll records for all full-time, part-time and temporary employees as of December 31, 2025, excluding our Chief Executive Officer. After identifying the median employee, the Company calculated annual total compensation for that employee using the same methodology used for named executive officers in the Summary Compensation Table.

  37. CEO PAY RATIO

    | Harrow, Inc. 2026 Proxy Statement | 31 |

  38. CEO PAY RATIO

    PAY-VERSUS-PERFORMANCE The following table provides information regarding compensation actually paid to our Principal Executive Officer (“PEO”) and our other named executive officers (“Non-PEO NEOs”) and certain financial performance measures for the fiscal years presented. The amounts shown as “compensation actually paid” have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect the amounts actually realized by the executives during the applicable years. The Compensation Committee does not use total stockholder return (“TSR”) or peer group TSR as direct performance measures in determining executive compensation. However, because a significant portion of our executive compensation is delivered in the form of equity awards, the value of such compensation is directly affected by changes in our stock price and, therefore, aligned with stockholder return over time.

  39. CEO PAY RATIO

    | Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (1)(2) | Average Summary Compensation Table Total for Other NEOs (1) | Average Compensation Actually Paid to Other NEOs (1)(2) | Total Stockholder Return (3) | Peer Group Total Stockholder Return (4) | Net Loss (5) | Company-Selected Measure (Revenue) (6) | | 2025 | $23,606,274 | $33,129,871 | $3,563,795 | $16,340,716 | $714 | $120 | $5,139,000 | $272,303,000 | | 2024 | $1,358,490 | $21,472,938 | $796,334 | $9,025,662 | $489 | $91 | $17,481,000 | $199,614,000 | | 2023 | $15,256,463 | $3,113,361 | $6,472,781 | $1,934,673 | $163 | $92 | $24,411,000 | $130,193,000 | | 2022 | $1,195,141 | $9,511,499 | $710,637 | $3,053,124 | $215 | $89 | $14,086,000 | $88,595,000 | | 2021 | $7,321,467 | $8,694,376 | $3,014,506 | $3,538,146 | $126 | $99 | $18,007,000 | $72,476,000 |

  40. CEO PAY RATIO

    | (1) Mark Baum was our PEO for each year presented. | | (2) The following tables set forth adjustments made during each year presented to arrive at the CAP Amounts for our PEO and Other NEOs, respectively, during each year: |

  41. CEO PAY RATIO

    | CEO – Mark L. Baum – Equity Award Adjustments | | | | | | | Adjustments | 2025 | 2024 | 2023 | 2022 | 2021 | | SCT Amounts | $23,606,274 | $1,358,490 | $15,256,463 | $1,195,141 | $7,321,467 | | (Subtract): Aggregate value for stock awards and option awards included in SCT amounts for the covered fiscal year | $(22,294,873) | $- | $(14,150,821) | $- | $(6,251,841) | | Add: Fair value at year end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end | $39,052,697 | $- | $5,504,217 | $- | $6,962,777 | | Add (Subtract): Year-over-year change in fair value at covered fiscal year end of awards granted in any prior fiscal year that were outstanding and unvested at the covered fiscal year end | $- | $20,070,948 | $- | $7,390,670 | $(1,491,366) | | Add: Vesting date fair value of awards granted and vested during the covered fiscal year | $- | $- | $- | $- | $- | | (Subtract) Add: Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered fiscal year | $(7,234,227) | $43,500 | $(3,496,498) | $925,688 | $2,153,339 | | Add: Fair value at end of prior fiscal year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered fiscal year | $- | $- | $- | $- | $- | | Add: Dividends or other earnings paid on stock or option awards in the covered fiscal year prior to vesting if not otherwise included in the total compensation for the covered fiscal year | $- | $- | $- | $- | $- | | CAP Amounts (as calculated) | $33,129,871 | $21,472,938 | $3,113,361 | $9,511,499 | $8,694,376 |

  42. CEO PAY RATIO

    | Harrow, Inc. 2026 Proxy Statement | 32 |

  43. CEO PAY RATIO

    | Non-CEO Equity Award Adjustments* | | | | | | | Adjustments | 2025 | 2024 | 2023 | 2022 | 2021 | | SCT Amounts | $3,563,795 | $796,334 | $6,472,781 | $710,637 | $3,014,506 | | (Subtract): Aggregate value for stock awards and option awards included in SCT amounts for the covered fiscal year | $(2,973,779) | $- | $(5,788,972) | $- | $(2,345,183) | | Add: Fair value at year end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end | $19,872,664 | $- | $2,251,725 | $- | $2,642,227 | | Add (Subtract): Year-over-year change in fair value at covered fiscal year end of awards granted in any prior fiscal year that were outstanding and unvested at the covered fiscal year end | $- | $8,210,842 | $- | $1,948,868 | $46,479 | | Add: Vesting date fair value of awards granted and vested during the covered fiscal year | $- | $- | $- | $- | $- | | (Subtract) Add: Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered fiscal year | $(4,121,964) | $18,486 | $(1,000,861) | $393,619 | $180,117 | | Add: Fair value at end of prior fiscal year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered fiscal year | $- | $- | $- | $- | $- | | Add: Dividends or other earnings paid on stock or option awards in the covered fiscal year prior to vesting if not otherwise included in the total compensation for the covered fiscal year | $- | $- | $- | $- | $- | | CAP Amounts (as calculated) | $16,340,716 | $9,025,662 | $1,934,673 | $3,053,124 | $3,538,146 |

  44. CEO PAY RATIO

    | * The Non-CEO named executive officers for 2025 include Andrew R. Boll, John P. Saharek, Francis W. Mullery and Amir H. Shojaei, and for 2024 through 2021 include Andrew R. Boll and John P. Saharek. |

  45. CEO PAY RATIO

    | (3) Total Stockholder Return (“TSR”) represents the cumulative growth of a hypothetical $100 investment in the Company made as of December 31, 2020, reflected as of the end of each respective year. | | (4) Peer group TSR represents the cumulative growth of a hypothetical $100 investment made as of December 31, 2020 in the Nasdaq Biotechnology Index, reflected as of the end of each respective year. | | (5) Represents the amount of net loss reflected in our consolidated financial statements for each covered fiscal year. | | (6) The Company selected revenue as its most important financial performance measure because it reflects the Company’s commercial growth and operational execution, which are key drivers of long-term stockholder value. |

  46. Relationship Between Compensation Actually Paid and TSR

    Relationship Between Compensation Actually Paid and TSR As illustrated in the table above, compensation actually paid to our PEO and Non-PEO NEOs fluctuates from year to year, in part due to changes in the Company’s stock price and in part due to fluctuations in equity awards granted to our NEOs year-to-year. Because equity awards are revalued based on stock price performance, increases in our stock price generally result in higher compensation actually paid, while decreases in stock price generally result in lower compensation actually paid. Although TSR is not used as a direct input in determining compensation, the Compensation Committee believes that the use of equity-based compensation aligns executive interests with those of stockholders by linking a substantial portion of compensation to stock price performance over time.

  47. Relationship Between Compensation Actually Paid and Net Loss

    Relationship Between Compensation Actually Paid and Net Loss The Company has historically reported net losses as it continues to invest in the growth of its business, including commercial expansion, product development and strategic initiatives. As a result, net loss is not used by the Compensation Committee as a primary measure in determining executive compensation. Instead, the Compensation Committee evaluates performance based on metrics it believes better reflect the Company’s operating progress and long-term value creation, including revenue, adjusted EBITDA, product performance and key strategic initiatives, which are also reflected in the Company’s selected performance measures for purposes of the pay-versus-performance disclosure. Accordingly, compensation actually paid to our named executive officers is not directly correlated with net loss.

  48. Relationship Between Compensation Actually Paid and Net Loss

    | Harrow, Inc. 2026 Proxy Statement | 33 |

  49. Relationship Between Compensation Actually Paid and Revenue

    Relationship Between Compensation Actually Paid and Revenue The Company has identified Revenue as its Company-Selected Measure, which represents the most important financial performance measure used to link executive compensation actually paid to Company performance. Compensation actually paid to our PEO and Non-PEO NEOs is influenced by this measure primarily through our annual incentive compensation program, which is designed to reward achievement of key financial and operational objectives. In general:

  50. Relationship Between Compensation Actually Paid and Revenue

    | ● | When the Company achieves or exceeds its performance targets for this measure, annual incentive payouts increase, contributing to higher compensation actually paid; and | | ● | When performance falls below target levels, incentive payouts are reduced, resulting in lower compensation actually paid. |

  51. Relationship Between Compensation Actually Paid and Revenue

    The Compensation Committee selected this measure because it reflects the Company’s operational performance and growth and is a key driver of long-term stockholder value.