DEF 14A of Ocular Therapeutix, Inc
Filed Apr 29, 2024 · FY20230001558370-24-006110
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 15, 2024. 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. | 60 | III | Executive Chairman, President and Chief Executive Officer | | Adrienne L. Graves, Ph.D. (1) | 70 | I | Director | | Seung Suh Hong, Ph.D. (1) | 66 | II | Director | | Richard L. Lindstrom, M.D.(1)(2) | 76 | II | Director | | Merilee Raines(3) | 68 | III | Director | | Charles Warden(2)(3) | 55 | I | Lead Independent Director | | Leslie J. Williams(2)(3) | 64 | 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., 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 1994 to 2019. Dr. Dugel serves on the board of Oculis Holding AG, a publicly traded biopharmaceutical company, and previously served on the boards of IVERIC from January 2023 until its acquisition by Astellas 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, and his service on the boards of directors of other life sciences companies. 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 had served as a member of the boards of directors of 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 has served as a member of the board of directors of Harrow Health (formerly known as Imprimis Pharmaceuticals, Inc.), a pharmaceutical company, since January 2024, NVasc, Inc. an early-stage ophthalmology company since November 2023; Implandata Ophthalmic Products GmbH, a medical equipment manufacturer since October 2023; JelliSee Ophthalmics, Inc., a medical device company, since July 2023; Opus Genetics, a gene therapy company since October 2022; and QLaris Bio, a clinical-stage biotechnology company, since December 2019. Previously, Dr. Graves served as a member of the board of directors of IVERIC bio, Inc., a biopharmaceutical company, from December 2018 to July 2023, including serving as the chairman of IVERIC’s board from May 2021 to July 2023; and Oxurion NV, a Belgian biopharmaceutical company, from October 2018 until March 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. We believe that Dr. Graves is qualified to serve on our board of directors due to her executive leadership experience in the life sciences industry and her service on the boards of directors of other life sciences companies. Seung Suh Hong, Ph.D. has served as a member of our board of directors since June 2019. Dr. Hong has served as Chief Executive Officer of Rophibio, a biopharmaceutical company since March 2023. Dr. Hong previously served as President and Chief Operating Officer of Cellemedy, a biopharmaceutical start-up company, from January 2021 to February 2023 as well as Vice Chairman for Novelgen, a biopharmaceutical company, since April 2020 to March 2023, in South Korea. Dr. Hong has served as a consultant to a number of biopharmaceutical companies since March 2019. From April 2002 to March 2021, he served in various capacities at Celltrion Inc., a biopharmaceutical company, including as President of Celltrion Healthcare Japan and Senior Advisor from January 2016 to March 2021; as President and Chief Executive Officer of Celltrion Healthcare Co., Ltd. from November 2014 to December 2015; and as President of Research and Development from April 2002 to November 2014. Dr. Hong received a B.S. in Agricultural Chemistry, a 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. We believe that Dr. Hong is qualified to serve on our board of directors due to his executive leadership experience in the life sciences industry. Richard L. Lindstrom, M.D. has served as a member of our board of directors since 2012. Dr. Lindstrom is the founder and director and has been an attending surgeon emeritus at Minnesota Eye Consultants P.A., a provider of eye care services, since 1989. He has served as a member of the boards of directors of LENSAR, Inc., a medical device company, since February 2018; Trukera Medical (formerly known as TearLab Corporation), a diagnostics company, since 2010. He previously served as a member of the board of directors of Onpoint Medical Diagnostics, Inc. from 2010 to 2013 and Harrow Health from January 2015 to June 2023, where he is now a 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 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. We believe that Dr. Lindstrom is qualified to serve on our board of directors because of his service on the boards of directors of other life sciences companies and his background in ophthalmology.
Board of Directors
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 and Treasurer of Finance, Director of Finance, and Controller. Ms. Raines has served as a member of the board of directors of Watts Water Technologies, Inc., a global manufacturer of products & systems focused on control, conservation and quality of water, since February 2011; Excelitas Technologies Corporation, a privately held photonics company providing sensing and detecting solutions, since August 2018; and TransMedics Group, Inc., a commercial-stage medical technology company, since January 2021. She also served as a member of the board of directors of Benchmark Electronics, Inc., a worldwide provider of engineering services, integrated technology solutions and electronic manufacturing services, from May 2018 to June 2021 and Aratana Therapeutics, Inc., a veterinary therapeutics company, from February 2014 until its acquisition in July 2019. We believe that Ms. Raines is qualified to serve on our board of directors because of her extensive executive leadership experience, finance and accounting background, knowledge of the life sciences industry and service on the boards of directors of other life sciences companies. 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 of Aquea Health, Inc., a 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. He serves or has served on the boards of numerous privately-held life sciences companies. Mr. Warden holds a B.A. from Beloit College and an M.B.A. from Harvard University. We believe that Mr. Warden is qualified to serve on our board of directors due to his service on the boards of directors of and significant experience as an investor in life sciences companies. Leslie J. Williams has served as a member of our board of directors since March 2019. Since February 2021, Ms. Williams has served as the President and Chief Executive Officer of hC Bioscience, Inc., a biopharmaceutical company that she co-founded and for which she serves as a member of the board of directors. She also serves as an entrepreneur-in-residence for the University of Iowa and University of Virginia, is an operating partner at Accelerator Life Science Partners, 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, and of CDI Bioscience, Inc., a cell-line engineering and contract manufacturing company, and of The Capital Network, a non-profit organization providing entrepreneurial education opportunities. Ms. Williams has served as a member of the board of directors of Windtree Therapeutics since February 2021 and Biotechnology Innovation Organization since February 2024. Ms. Williams is a member of the board of advisors of CSCRI (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 boards of the Life Science Leader and the Journal of Advanced Therapies and Medical Innovation Sciences. Ms. Williams received a B.S. in Nursing from the University of Iowa and a M.B.A. from the Washington University John Olin School of Business. We believe that Ms. Williams is qualified to serve on our board of directors due to her executive leadership experience in the life sciences industry. Board Diversity, Director Experience and Qualifications, and Board Composition While neither the board nor the nominating and corporate governance committee has a formal written policy regarding director diversity, each body considers the diversity of backgrounds and experience when selecting nominees for director election and in evaluating Board composition and performance. Nominees are not discriminated against on the basis of race, religion, national origin, sex, sexual orientation, disability or any other basis proscribed by law. We believe this informal approach to the promotion of diversity has resulted in a group of director nominees that not only are individuals of substantial accomplishment with demonstrated leadership capabilities but also possess diversity of thought, perspective, experience, and background.
Board of Directors
| Board Diversity Matrix (As of April 29, 2024) | | | | | | Total Number of Directors | 7 | | | | | | Female | Male | Non-Binary | Did Not Disclose Gender | | Part I: Gender Identity | | | | | | Directors | 3 | 4 | - | - | | Part II: Demographic Background | | | | | | African American or Black | - | - | - | - | | Alaskan Native or Native American | - | - | - | - | | Asian | - | 2 | - | - | | Hispanic or Latinx | - | - | - | - | | Native Hawaiian or Pacific Islander | - | - | - | - | | White | 3 | 2 | - | - | | Two or More Races or Ethnicities | - | - | - | - | | LGBTQ+ | - | | | | | Did Not Disclose Demographic Background | - | | | |
Board of Directors
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 I directors are Adrienne L. Graves, Ph.D. and Charles Warden, and their terms expire at the Annual Meeting; |
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 2025; and |
Board of Directors
| ● | the class III directors are Pravin U. Dugel, M.D. and Merilee Raines, and their terms expire at the annual meeting of stockholders to be held in 2026. |
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 2024, 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. Additionally, our board of directors also previously made a similar determination that Jeffrey S. Heier, M.D., a former director who resigned from service on our board on February 21, 2024, but who served during the year ended December 31, 2023, was independent. 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. Antony Mattessich, a former director who resigned from service on our board on April 14, 2024, but who served during the year ended December 31, 2023, was not an independent director under the Nasdaq rules because he served as our President and Chief Executive Officer during his tenure on our board. Dr. Dugel is similarly 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; |
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, 2023 and 2022.
Summary Compensation Table
| | | | | Stock | Option | All Other | | | | | | Bonus | Awards | Awards | Compensation | | | Name and principal position | Year | Salary($) | ($) | ($)(1) | ($)(1) | ($)(2) | Total($) | | Antony Mattessich(3) | 2023 | 686,400 | 459,545 | 684,044 | 1,443,721 | 3,002 | 3,276,712 | | Former President and Chief | 2022 | 660,000 | 386,100 | 984,173 | 2,067,082 | 3,250 | 4,100,605 | | Executive Officer | | | | | | | | | Donald Notman | 2023 | 464,574 | 212,194 | 215,557 | 448,167 | 3,002 | 1,343,494 | | Chief Financial Officer | 2022 | 446,706 | 180,916 | 292,780 | 614,985 | 3,250 | 1,538,637 | | Rabia Gurses Ozden, M.D. | 2023 | 462,800 | 221,797 | 215,557 | 577,249 | 2,752 | 1,480,155 | | Chief Medical Officer | 2022 | 427,898(4) | 190,238 | 267,348 | 599,057(5) | 3,250 | 1,487,791 |
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. See Note 13 to our audited financial statements appearing in our Annual Report on Form 10-K, which was filed with the SEC on March 11, 2024, regarding assumptions underlying the valuation of equity awards. |
Summary Compensation Table
| (2) For Mr. Mattessich, Mr. Notman and Dr. Ozden, the compensation included in the “All Other Compensation” column consists of $2,500 related to 401(k) match in 2022 and 2023; “gross-ups” for the payment of taxes for a group term life insurance policy in the amount of $750 and $502, respectively, in 2022 and 2023 for Mr. Mattessich and Mr. Notman; and $750 and $252, respectively, in 2022 and 2023, respectively for Dr. Ozden. |
Summary Compensation Table
| (3) Mr. Mattessich also served as a member of our board of directors until his resignation on April 14, 2024. Mr. Mattessich did not receive any additional compensation for his service as a director during the years ended December 31, 2022 or 2023. |
Summary Compensation Table
| (4) Dr. Ozden was appointed as our Chief Medical Officer effective July 1, 2022. |
Summary Compensation Table
| (5) Includes the incremental fair value of $10,000 resulting from the modification of certain of Dr. Ozden’s equity awards in 2022 to eliminate performance-based vesting criteria, as described below in “Equity Incentive Awards—Amendment of the 2021 Performance-Based Option Grant”. |
Outstanding Equity Awards as of December 31, 2023
Outstanding Equity Awards as of December 31, 2023 The following table sets forth information regarding outstanding stock options and stock awards held by our named executive officers as of December 31, 2023:
Outstanding Equity Awards as of December 31, 2023
| | Option Awards | | | | Stock Awards | | | | Number of | Number of | | | Number of | Market Value of | | | Securities | Securities | | | Shares or | Shares or | | | Underlying | Underlying | | | Units of | Units of | | | Unexercised | Unexercised | Option | Option | Stock That | Stock that | | | Options (#) | Options (#) | Exercise | Expiration | Have Not | Have Not | | Name | Exercisable | Unexercisable | Price ($) | Date | Vested (#) | Vested ($)(1) | | Antony Mattessich | 590,000 | — | 10.94 | 6/20/2027 | | | | | 360,000 | — | 5.47 | 1/31/2028 | | | | | 400,000 | — | 4.10 | 1/2/2029 | | | | | 352,494 | 7,506(2) | 4.39 | 1/30/2030 | | | | | 322,286 | 132,714(3) | 18.31 | 2/17/2031 | | | | | 256,754 | 303,446(4) | 5.27 | 2/3/2032 | | | | | 123,037 | 413,863(5) | 3.88 | 1/30/2033 | | | | | | | | | 124,500(6) | 552,700 | | | | | | | 176,300(7) | 786,298 | | Donald Notman | 125,000 | — | 6.30 | 10/2/2027 | | | | | 83,500 | — | 5.47 | 1/31/2028 | | | | | 150,000 | — | 4.10 | 1/2/2029 | | | | | 210,517(8) | 4,483 | 4.39 | 1/30/2030 | | | | | 134,581(9) | 55,419 | 18.31 | 2/17/2031 | | | | | 76,387(10) | 90,280 | 5.27 | 2/3/2032 | | | | | 38,193(11) | 128,474 | 3.88 | 1/30/2033 | | | | | | | | | 37,037(12) | 165,185 | | | | | | | 55,556(13) | 247,779 | | Rabia Gurses Ozden, M.D. | 79,166(14) | 20,834 | 18.70 | 2/1/2031 | | | | | 34,167(15) | 5,833 | 18.70 | 2/1/2031 | | | | | 62,638(16) | 74,029 | 5.27 | 2/3/2032 | | | | | 7,083(17) | 12,917 | 4.09 | 7/1/2032 | | | | | 5,667(18) | 4,333 | 4.30 | 7/14/2032 | | | | | 22,917(19) | 27,083 | 3.88 | 1/30/2033 | | | | | 38,193(20) | 128,474 | 3.88 | 1/30/2033 | | | | | | | | | 30,371(21) | 135,455 | | | | | | | 4,445(22) | 19,825 | | | | | | | 55,556(23) | 247,780 |
Outstanding Equity Awards as of December 31, 2023
| (1) Based on the closing price of $4.46 of common stock on December 31, 2023. |
Outstanding Equity Awards as of December 31, 2023
| (2) Mr. Mattessich’s option to purchase 360,000 shares of common stock vests over four years, with 2.0833% of the shares underlying the option vesting monthly. |
Outstanding Equity Awards as of December 31, 2023
| (3) Mr. Mattessich’s option to purchase 455,000 shares of common stock vests over four years, with 2.0833% of the shares underlying the option vesting monthly. |
Outstanding Equity Awards as of December 31, 2023
| (4) Mr. Mattessich’s option to purchase 560,200 shares of common stock vests over four years, with 2.0833% of the shares underlying the option vesting monthly. |
Outstanding Equity Awards as of December 31, 2023
| (5) Mr. Mattessich’s option to purchase 536,900 shares of common stock vests over four years, with 2.0833% of the shares underlying the option vesting monthly. |
Outstanding Equity Awards as of December 31, 2023
| (6) Mr. Mattessich’s RSU award represents a right to receive 186,750 shares of common stock, with one-third of the shares underlying the RSUs vesting on the one-year anniversary of the grant date and an additional one-third of shares underlying the RSUs vesting at the end of each successive one-year period thereafter. |
Outstanding Equity Awards as of December 31, 2023
| (7) Mr. Mattessich’s RSU award represents a right to receive 176,300 shares of common stock, with one-third of the shares underlying the RSUs vesting on the one-year anniversary of the grant date and an additional one-third of shares underlying the RSUs vesting at the end of each successive one-year period thereafter. |
Outstanding Equity Awards as of December 31, 2023
| (8) Mr. Notman’s option to purchase 215,000 shares of common stock vests over four years, with 2.0833% of the shares underlying the option vesting monthly. |
Outstanding Equity Awards as of December 31, 2023
| (9) Mr. Notman’s option to purchase 190,000 shares of common stock vests over four years, with 2.0833% of the shares underlying the option vesting monthly. |
Outstanding Equity Awards as of December 31, 2023
| (10) Mr. Notman’s option to purchase 166,667 shares of common stock vests over four years, with 2.0833% of the shares underlying the option vesting monthly. |
Outstanding Equity Awards as of December 31, 2023
| (11) Mr. Notman’s option to purchase 166,667 shares of common stock vests over four years, with 2.0833% of the shares underlying the option vesting monthly. |
Outstanding Equity Awards as of December 31, 2023
| (12) 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 on the one-year anniversary of the grant date and an additional one-third of shares underlying the RSUs vesting at the end of each successive one-year period thereafter. |
Outstanding Equity Awards as of December 31, 2023
| (13) 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 on the one-year anniversary of the grant date and an additional one-third of shares underlying the RSUs vesting at the end of each successive one-year period thereafter. |
Outstanding Equity Awards as of December 31, 2023
| (14) Dr. Ozden’s option to purchase 100,000 shares of common stock vests over four years, with 25% of the underlying shares vesting on February 1, 2022 and the remaining 2.0833% of the shares underlying the option vesting monthly thereafter. |
Outstanding Equity Awards as of December 31, 2023
| (15) Dr. Ozden’s option to purchase 50,000 shares of common stock was initially granted with performance-based vesting in four installments. The performance criteria for the first two installments were met on or prior to December 31, 2021, resulting in vesting of the option as to 20,000 shares. The performance criteria for the third installment was not met on or prior to March 31, 2022, resulting in the termination of the option as to 10,000 shares. The option was amended by the company and Dr. Ozden to eliminate the performance criteria for the fourth installment, effective July 1, 2022, such that the fourth installment of the option vests over four years, with 35.4167% of the shares underlying the option vesting on July 1, 2022, and 2.0833% of the shares underlying the option vesting monthly thereafter. |
Outstanding Equity Awards as of December 31, 2023
| (16) Dr. Ozden’s option to purchase 136,667 shares of common stock vests over four years, with 2.0833% of the shares underlying the option vesting monthly. |
Outstanding Equity Awards as of December 31, 2023
| (17) Dr. Ozden’s option to purchase 20,000 shares of common stock vests over four years, with 2.0833% of the shares underlying the option vesting monthly. |
Outstanding Equity Awards as of December 31, 2023
| (18) Dr. Ozden’s option to purchase 10,000 shares of common stock vests over thirty months, with 3.3333% of the shares underlying the option vesting monthly. |
Outstanding Equity Awards as of December 31, 2023
| (19) Dr. Ozden’s option to purchase 50,000 shares of common stock vests over twenty-four months, with 4.1667% of the shares underlying the option vesting monthly. |
Outstanding Equity Awards as of December 31, 2023
| (20) Dr. Ozden’s option to purchase 166,667 shares of common stock vests over four years with 2.0833% of the shares underlying the option vesting monthly. |
Outstanding Equity Awards as of December 31, 2023
| (21) Dr. Ozden’s RSU award represents a right to receive 45,556 shares of common stock, with one-third of the shares underlying the RSUs vesting on the one-year anniversary of the grant date and an additional one-third of shares underlying the RSUs vesting at the end of each successive one-year period thereafter. |
Outstanding Equity Awards as of December 31, 2023
| (22) Dr. Ozden’s RSU award represents a right to receive 6,667 shares of common stock, with one-third of the shares underlying the RSUs vesting on the one-year anniversary of the grant date and an additional one-third of shares underlying the RSUs vesting at the end of each successive one-year period thereafter. |
Outstanding Equity Awards as of December 31, 2023
| (23) Dr. Ozden’s RSU award represents a right to receive 55,556 shares of common stock, with one-third of the shares underlying the RSUs vesting on the one-year anniversary of the grant date and an additional one-third of shares underlying the RSUs vesting at the end of each successive one-year period thereafter. |
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 officer, who we refer to as our PEO, and our other named executive officers, 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 PEO 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
| | | | Average | Average | Value of Initial Fixed | | | | Summary | | Summary | Compensation | $100 Investment | | | | Compensation | Compensation | Compensation | Actually Paid to | Based On Total | Net | | | Table Total for | Actually Paid to | Table Total for | Non-PEO NEOs(1) | Shareholder | (Loss) (in | | Year | PEO(1) | PEO(1)(2)(3) | Non-PEO NEOs(1) | (2)(3) | Return(4) | thousands) | | 2023 | $3,276,712 | $1,032,698 | $1,411,824 | $(692,794) | $21.54 | $(80,736) | | 2022 | $4,100,605 | $(2,090,447) | $1,507,838 | $(758,745) | $13.57 | $(71,038) | | 2021 | $7,096,934 | $(4,222,420) | $3,609,513 | $(1,774,384) | $33.67 | $(6,553) |
Pay Versus Performance Disclosure
| (1) The PEO for each of 2023, 2022 and 2021 is Antony Mattessich. The Non-PEO NEOs for whom the average compensation is presented in this table are Donald Notman and Rabia Gurses Ozden, M.D. for 2023 and 2022 and Michael Goldstein, M.D., Donald Notman and Patricia Kitchen for 2021. |
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 PEO 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 | PEO | Compensation Table | Year | Years | During Year | Year | Paid to PEO | | 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
| | 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 | Table | During Year | Years | During Year | Year | Non- PEOs | | 2023 | $1,411,824 | $728,265 | $628,968 | $(119,795) | $33,176 | $(532,934) | $692,974 | | 2022 | $1,512,838 | $882,085 | $373,380 | $(865,185) | $(31,864) | $(865,830) | $(758,745) | | 2021 | $3,609,513 | $2,927,056 | $1,096,225 | $(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 2021, 2022 and 2023, or that were outstanding as of December 31, 2021, December 31, 2022 or December 31, 2023, as applicable, are as follows:
Pay Versus Performance Disclosure
| | Options Vested During Year or Outstanding on | | | | | | | | | | | December 31 of | | | | | | | | | | | 2023 | | | 2022 | | | 2021 | | | | Expected Volatility | 80.00% | ─ | 107.10% | 79.00% | ─ | 119.50% | 64.50% | ─ | 133.50% | | Risk-Free Interest Rate | 3.83% | ─ | 4.73% | 4.20% | ─ | 4.70% | 0.10% | ─ | 0.30% | | Expected Dividend Yield | 0% | | | 0% | | | 0% | | | | Expected Term (in years) | 1.0 | ─ | 3.1 | 1.0 | ─ | 3.5 | 0.5 | ─ | 4.0 |
Pay Versus Performance Disclosure
(4)Total Shareholder Return illustrates the value, as of the last day of the indicated fiscal year, of an investment of $100 in Ocular Therapeutix, Inc. common stock on December 31, 2020. On December 31, 2020, the closing price of one share of common stock was $20.70.
Description of Relationship Between NEO Compensation Actually Paid and Net Income (Loss)
Description of Relationship Between NEO Compensation Actually Paid and Net Income (Loss) The following chart sets forth the relationship between CAP Amounts for our PEO, the average CAP Amounts for our Non-PEO NEOs, and the company’s net loss over the fiscal three year period from December 31, 2020 through December 31, 2023.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
Summary Compensation Table
Summary Compensation Table The following table sets forth a summary of the compensation earned by our current and former directors for the year ended December 31, 2023, with the exception of Mr. Mattessich, who did not receive compensation for service on our board of directors and whose compensation is included in the “Summary Compensation Table” above under “Executive Compensation,” and Dr. Dugel, who joined the board in February 2024.
Summary Compensation Table
| | Fees Earned or Paid in Cash | Stock Awards | Option Awards | All Other Compensation | | | Name | ($)(1) | ($)(2) | ($)(2) | ($) | Total ($) | | Adrienne L. Graves, Ph.D. | 23,981 | 120,960 | 252,948(4) | | 397,889 | | Jeffrey S. Heier, M.D. | 55,000 | 63,720 | 180,021(3)(4) (5) | 31,162(6) | 329,903 | | Seung Suh Hong, Ph.D. | 55,000 | 63,720 | 129,888(3) (4) | ─ | 248,608 | | Richard L. Lindstrom, M.D. | 67,500 | 63,720 | 129,888(3) (4) | ─ | 261,108 | | Merilee Raines | 70,000 | 63,720 | 129,888(3) (4) | ─ | 263,608 | | Charles Warden | 110,000 | 63,720 | 129,888(3) (4) | ─ | 303,608 | | Leslie J. Williams | 67,500 | 63,720 | 129,888(3) (4) | ─ | 261,108 |
Summary Compensation Table
| (1) Fees earned or paid in cash consist of: |
Summary Compensation Table
| ● | for Dr. Graves, $23,641 for serving as a member of our board, with her compensation fees prorated to reflect her designation to serve as member of the board effective July 10, 2023, and $340 for serving as a member of our nominating and corporate governance committee, with her compensation fee prorated for her designation to serve as member of nominating and corporate governance committee as of December 6, 2023; |
Summary Compensation Table
| ● | for Dr. Heier, $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, $35,000 for serving as the chairperson 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, which was filed with the SEC on March 11, 2024, regarding assumptions underlying the valuation of equity awards. |
Summary Compensation Table
| (3) With respect to Dr. Graves, consists of an option to purchase 72,000 shares of common stock and an RSU award for 24,000 shares of common stock, in each case vesting with respect to one-third of the shares on each of the first, second, and third anniversaries of the grant date. With respect to Dr. Heier, Dr. Hong, Dr. Lindstrom, Ms. Raines, Mr. Warden and Ms. Williams, consists of an option to purchase 36,000 shares of common stock and an RSU award for 12,000 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, 2023: |
Summary Compensation Table
| ● | Dr. Graves held options to purchase 72,000 shares of our common stock and an RSU award for 24,000 shares of common stock; |
Summary Compensation Table
| ● | Dr. Heier held options to purchase 206,513 shares of our common stock and an RSU award for 12,000 shares of common stock; |
Summary Compensation Table
| ● | Dr. Hong held options to purchase 134,800 shares of our common stock and an RSU award for 12,000 shares of common stock; |
Summary Compensation Table
| ● | Dr. Lindstrom held options to purchase 197,783 shares of our common stock and an RSU award for 12,000 shares of common stock; |
Summary Compensation Table
| ● | Ms. Raines held options to purchase 98,800 shares of our common stock and an RSU award for 12,000 shares of common stock; |
Summary Compensation Table
| ● | Mr. Warden held options to purchase 178,844 shares of our common stock and an RSU award for 12,000 shares of common stock; and |
Summary Compensation Table
| ● | Ms. Williams held options to purchase 134,800 shares of our common stock and an RSU award for 12,000 shares of common stock. |
Summary Compensation Table
| (5) Includes an option to purchase 17,350 shares of common stock pursuant to the Heier Consulting Agreement, as further described under the caption “Board Policies—Related Persons Transactions—Heier Consulting, LLC and Heier Employment Agreement” above, and vests in equal monthly installments over a term of four years beginning on August 1, 2023. |
Summary Compensation Table
| (6) Consists of consulting fees earned in 2023 under the Heier Consulting Agreement as further described under the caption “Board Policies—Related Persons Transactions— Heier Consulting, LLC and Heier Employment Agreement” above. |
Summary Compensation Table
In 2023, 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 36,000 shares of common stock and an RSU award for 12,000 shares of common stock on June 14, 2023.
Director Compensation Arrangements
Director Compensation Arrangements In 2023, our non-employee director compensation policy provided that:
Director Compensation Arrangements
| ● | each new non-employee director will receive an initial grant of an option to purchase 72,000 shares of common stock and an RSU award for 24,000 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 has served on our board of directors for at least six months will receive an annual grant of an option to purchase 36,000 shares of common stock and an RSU award for 12,000 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 2023, 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 $35,000; |
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); and |
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
For 2024, the compensation committee reviewed the compensation of our board of directors and recommended, and our board of directors approved, the following adjustments to the equity components of our non-employee director compensation policy, effective January 1, 2024:
Director Compensation Arrangements
| ● | each new non-employee director will receive an initial grant of an option to purchase 72,000 shares of common stock and an RSU award for 24,000 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 has served on our board of directors for at least six months will receive an annual grant of an option to purchase 36,000 shares of common stock and an RSU award for 12,000 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
No adjustments were made to the cash components of our non-employee director compensation policy. 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 I Directors
Proposal 1: Election of Two Class I 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 I Directors
| ● | Class I: Adrienne L. Graves, Ph.D. and Charles Warden, and their terms expire at the Annual Meeting; |
Proposal 1: Election of Two Class I 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 2025; and |
Proposal 1: Election of Two Class I Directors
| ● | Class III: Pravin U. Dugel, M.D. and Merilee Raines, and their terms expire at the annual meeting of stockholders to be held in 2026. |
Proposal 1: Election of Two Class I Directors
At each annual meeting of stockholders, directors are elected for full terms of three years to succeed those directors whose terms are expiring. Adrienne L. Graves, Ph.D. and Charles Warden are current directors whose terms expire at the Annual Meeting. Each is nominated for re-election as a class I director, with a term ending in 2027. 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 2027, 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 DIRECTORS.