Document

DEF 14A 1 a2023def14a-proxystatement.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934


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Check the appropriate box:
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x			Definitive Proxy Statement
o			Definitive Additional Materials
o			Soliciting Material under §240.14a‑12


IVERIC bio, Inc.
(Name of Registrant as Specified In Its Charter) Not applicable
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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o	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

8 Sylvan Way

Parsippany, NJ 07054

April 5, 2023

Dear IVERIC bio, Inc. Stockholder:

We hope you are staying safe and well. At IVERIC bio, we had a banner year in 2022 with numerous corporate achievements, and we are looking forward to our Prescription Drug User Fee Act, or PDUFA, target action date of August 19, 2023 for avacincaptad pegol, or ACP, for the treatment of geographic atrophy secondary to age-related macular degeneration. Our board of directors and its committees continue to work closely to oversee and advise our management as the company works to transition from a development-focused company to a company capable of commercializing a pharmaceutical product, if approved. We recently adopted an updated Code of Conduct and Business Ethics for our company, which reflects our stage of development and which is described in this proxy statement.

This year, we launched a new corporate narrative to articulate our mission, vision, aspiration and values to reflect our growth and evolution from a development focused organization to a commercial stage organization. The following graphic shows our mission, vision, aspiration and values, and our corporate manifesto reflecting these.

We also had a number of highlights over the past year from a board and corporate governance perspective that I would like to share with you:

•In January 2023, we welcomed Dr. Pravin Dugel, the President of IVERIC bio, to our board of directors. Dr. Dugel has been instrumental in shaping our business strategy and the development and regulatory strategy for ACP since he joined the company in 2020.

•In June 2022, we formed the business development & strategy committee of the board, consisting of Ms. Christine Miller as chair, Dr. Mark Blumenkranz and Mr. Axel Bolte. We believe this committee will be instrumental in helping guide our management team on business development and long-term corporate strategy.

•In September 2022 and January 2023, we settled the Micholle class action and the Pacheco derivative proceedings, respectively. Neither of the settlements had a material impact on our financial condition. As a result of the Pacheco settlement, we implemented a number of corporate governance reforms, which are described in this proxy statement. Following the conclusion of these proceedings, we have disbanded the special litigation committee of the board, which we previously established to oversee these and other related matters.

•Our board of directors and its committees continue to take an active role in overseeing various risks facing the company and potential opportunities in these areas, including cybersecurity and compliance (overseen by the audit committee and the full board), human capital (overseen by the compensation and talent strategy committee and the full board) and environmental, social and governance matters (overseen by the nominating and corporate governance committee). We have amended the charters of these board committees to reflect their expanded roles.

Our annual meeting of stockholders for 2023 will be held on Wednesday, May 17, 2023, beginning at 9:00 a.m., Eastern time, at our principal business offices at 8 Sylvan Way, Parsippany, New Jersey 07054. In an effort to provide our stockholders with enhanced accessibility to the meeting, in addition to conducting the meeting on an in-person basis, we will again be conducting the meeting on a virtual basis in what is referred to as a hybrid meeting format. Instructions for accessing and participating in the meeting, whether in person or virtually, including how to vote your shares and how to ask questions, either before or during the meeting, are enclosed in this proxy statement.

The enclosed Notice of Annual Meeting of Stockholders also sets forth the proposals that will be presented during the meeting, which are described in more detail in the proxy statement. Our board of directors recommends that you vote “FOR” Proposals 1, 2, 3, 4 and 5, in each case as set forth in this proxy statement.

Pursuant to the Securities and Exchange Commission rules that allow users to furnish proxy materials to stockholders over the Internet instead of a printed copy of proxy materials, we are providing access to our proxy materials by posting them on the Internet and delivering a Notice Regarding the Availability of Proxy Materials, as more fully described in the accompanying Notice of Annual Meeting of Stockholders. This reduces the amount of paper necessary to produce these materials as well as the costs and logistics associated with mailing these materials to all stockholders. On or about April 6, 2023, we will begin mailing to our stockholders a Notice Regarding the Availability of Proxy Materials containing instructions on how to access or request copies of our proxy materials and our Annual Report on Form 10-K for the year ended December 31, 2022.

We look forward to your attendance at our 2023 annual meeting. Thank you for all your support.


			Very truly yours,
			/s/ Adrienne Graves
			Adrienne L. Graves, Ph.D. Chairman of the Board of Directors

IVERIC bio, Inc.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

to be held on Wednesday, May 17, 2023

The 2023 annual meeting of stockholders (the “2023 annual meeting”) of IVERIC bio, Inc., a Delaware corporation (“IVERIC”), will be held on Wednesday, May 17, 2023, beginning at 9:00 a.m., Eastern time. In an effort to provide our stockholders with enhanced accessibility to the 2023 annual meeting, in addition to conducting the annual meeting on an in-person basis, we will again be conducting the annual meeting on a virtual basis in what we refer to as a hybrid meeting format. You will be able to attend the hybrid annual meeting in person at our principal business offices at 8 Sylvan Way, Parsippany, NJ 07054 or via a live webcast at www.meetnow.global/MYVZSYQ. At our hybrid annual meeting, you will be able to vote your shares and submit your questions before and during the meeting either in person or online. You will need a control number to vote your shares electronically during the meeting. Instructions for obtaining a control number are included in the accompanying proxy statement. If you do not have a control number, you may participate as a "Guest".

The 2023 annual meeting will consider and act upon the following matters:

1. To elect three class I directors of our board of directors to serve until the 2026 annual meeting of stockholders or until their respective successors have been duly elected and qualified;

2. To hold a non-binding, advisory vote to approve named executive officer compensation;

3. To approve an amendment to our Restated Certificate of Incorporation to increase the number of authorized shares of common stock to 300,000,000 shares;

4. To approve the IVERIC bio, Inc. 2023 Stock Incentive Plan;

5. To ratify the selection of Ernst & Young LLP as IVERIC’s independent registered public accounting firm for the fiscal year ending December 31, 2023; and

6. To transact such other business as may properly come before the 2023 annual meeting or any adjournment or postponement thereof.

Stockholders of record at the close of business on March 27, 2023 are entitled to notice of and will be entitled to vote at the 2023 annual meeting or any adjournment or postponement thereof. A complete list of registered stockholders as of the close of business on the record date will be available for inspection by stockholders of record during the entirety of the annual meeting at our principal business offices or at www.meetnow.global/MYVZSYQ.

This year, similar to last year, we have elected to use the notice and access rules adopted by the Securities and Exchange Commission to provide our stockholders access to our proxy materials and our Annual Report on Form 10-K for the year ended December 31, 2022 (the “Annual Report”) by notifying you of the availability of our proxy materials and our Annual Report via the Internet. The notice and access model provides us with a fast, efficient and lower cost way to furnish stockholders with their proxy materials and reduces our impact on the environment. As a result, on or about April 6, 2023, we will begin to mail to our stockholders a “Notice Regarding the Availability of Proxy Materials” (the “Notice”) with instructions on how to access the proxy materials and our Annual Report via the Internet (or how to request a paper copy) and how to vote online or by telephone. We will also deliver printed versions of the proxy materials to stockholders who request paper copies of the proxy materials. On the date of the mailing of the Notice, all stockholders will be able to access the proxy materials on a website referred to, and at the URL address included in, the Notice. These proxy materials will be available free of charge.

Further information about how to attend and participate in the 2023 annual meeting either in person or online, vote your shares before or during the meeting and to submit your questions before and during the meeting is included in the accompanying proxy statement.


			By order of the board of directors,
			/s/ Adrienne Graves
			Adrienne L. Graves, Ph.D. Chairman of the Board of Directors

Parsippany, New Jersey

April 5, 2023

IF YOU ARE A RECORD OWNER, YOU DO NOT NEED TO REGISTER IN ADVANCE TO JOIN THE ANNUAL MEETING AND VOTE YOUR SHARES. YOUR CONTROL NUMBER IS ON YOUR NOTICE AND, IF YOU CHOOSE TO REQUEST PAPER COPIES OF PROXY MATERIALS, YOUR PROXY CARD. ALTERNATIVELY, YOU MAY SUBMIT YOUR VOTE VIA THE INTERNET BEFORE THE ANNUAL MEETING OR BY TELEPHONE BY FOLLOWING THE INSTRUCTIONS SET FORTH ON YOUR NOTICE OR, IF YOU CHOOSE TO REQUEST PAPER COPIES OF PROXY MATERIALS, YOUR PROXY CARD. IF YOU WISH TO VOTE BY MAIL, YOU WILL NEED TO REQUEST PAPER COPIES OF PROXY MATERIALS AND FOLLOW THE INSTRUCTIONS ON YOUR PROXY CARD.

IF YOU ARE A BENEFICIAL (BUT NOT RECORD) OWNER, FOR EXAMPLE, IF YOUR SHARES ARE HELD BY YOUR BROKERAGE FIRM, IF YOU WISH TO VOTE YOUR SHARES DURING THE ANNUAL MEETING, YOU WILL NEED TO REGISTER IN ADVANCE TO OBTAIN A CONTROL NUMBER BY FOLLOWING THE INSTRUCTIONS IN THE ACCOMPANYING PROXY STATEMENT. ALTERNATIVELY, YOU MAY SUBMIT YOUR VOTE BEFORE THE ANNUAL MEETING BY FOLLOWING INSTRUCTIONS FROM YOUR BROKERAGE FIRM.

THE HYBRID MEETING WILL BEGIN PROMPTLY AT 9:00 A.M., EASTERN TIME. WE ENCOURAGE YOU TO ACCESS THE MEETING IN ADVANCE OF THE START TIME.

TABLE OF CONTENTS


			Page
Information About the Annual Meeting and Voting			1
Votes Required			3
CORPORATE GOVERNANCE			5
Board of Directors			5
How Our Board Is Organized			14
Board Committees			15
Compensation Committee Interlocks and Insider Participation			18
Board Meetings and Attendance			18
Board Processes			18
Board Policies			21
EXECUTIVE OFFICERS			23
EXECUTIVE COMPENSATION			24
Compensation Discussion and Analysis			24
Compensation Committee Report			40
Summary Compensation Table			41
CEO Pay Ratio			42
Pay versus Performance			42
Grants of Plan-Based Awards Table			47
Outstanding Equity Awards as of December 31, 202 2			49
Option Exercises and Stock Vested Table			51
Material Terms of Employment Agreements			51
Potential Payments Upon Termination or Change in Control			52
Additional Narrative Disclosure			53
Securities Authorized for Issuance under Equity Compensation Plans			61
Risk Considerations in Our Compensation Program			61
DIRECTOR COMPENSATION			62
Summary Compensation Table			62
Director Compensation Arrangements			63
AUDIT-RELATED MATTERS			67
Audit Committee Report			67
Audit Fees and Services			67
Pre-Approval Policies and Procedures			68
MATTERS TO BE VOTED ON			69
Proposal 1: Election of Class I Directors			69
Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation			69
Proposal 3: Amendment to Restated Certificate of Incorporation to Increase Authorized Shares of Common Stock from 200,000,000 to 300,000,000			70
Proposal 4: Approval of 2023 Stock Incentive Plan			72
Proposal 5 : To Ratify the Selection of Ernst & Young LLP as IVERIC’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 202 3			87
OWNERSHIP OF COMMON STOCK			88
OTHER MATTERS			91
Solicitation of Proxies			91
Householding of Annual Meeting Materials			91
Deadline for Submission of Stockholder Proposals for 2023 Annual Meeting of Stockholders			91


Appendix A: Amendment to Restated Certificate of Incorporation			92
Appendix B: 2023 Stock Incentive Plan			92
Proxy Card			105

IVERIC bio, Inc.

PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS

to be held on Wednesday, May 17, 2023

Information About the 2023 Annual Meeting and Voting

This proxy statement is furnished in connection with the solicitation of proxies by the board of directors (the “board of directors” or the “board”) of IVERIC bio, Inc., a Delaware corporation (“IVERIC,” “we," “us” or the "company") for use at the 2023 annual meeting of stockholders (the “2023 annual meeting”) to be held on Wednesday, May 17, 2023, beginning at 9:00 a.m., Eastern time, and at any adjournment or postponement thereof. In an effort to provide our stockholders with enhanced accessibility to our 2023 annual meeting, in addition to conducting the annual meeting on an in-person basis, we will again be conducting the annual meeting on a virtual basis in what is referred to as a hybrid meeting format.You can participate in the hybrid annual meeting by gathering at our principal business offices at 8 Sylvan Way, Parsippany, New Jersey or by accessing a virtual live website using the Internet . Following three years of virtual annual meetings because of the COVID-19 pandemic, we are excited to welcome back stockholders to our offices. Stockholders who elect to participate in the annual meeting online will have the same rights and opportunities to participate in the meeting as stockholders who elect to participate in the meeting in-person, including the right to vote and ask questions through the virtual live webcast.

In accordance with the rules promulgated by the Securities and Exchange Commission, we have elected to furnish our proxy materials to stockholders over the Internet. All stockholders are receiving by mail a Notice Regarding the Availability of Proxy Materials (the "Notice"), which provides general information about the 2023 annual meeting, the address of the website on which our proxy statement and 2022 annual report are available for review, downloading and printing, and instructions on how to submit proxy votes. For those who wish to receive their materials in a different format (e.g., a paper copy by mail), the Notice contains instructions on how to do so. Stockholders who have elected to receive paper copies of the proxy materials will receive these materials by mail free of charge.

You may attend the annual meeting in person at our principal business offices or via a virtual live webcast at www.meetnow.global/MYVZSYQ. The hybrid meeting will start at 9:00 a.m., Eastern time, on May 17, 2023. You will need the control number included on your Notice and, if you choose to request paper copies of proxy materials, your proxy card, in order to be able to vote your shares on the annual meeting website. If you are a registered stockholder, your control number is included on your Notice. If you are a beneficial owner, you will need to register in advance for a control number (see the instructions in the section below on voting for street name holders) in order to vote on the annual meeting website. Otherwise, you may participate as a "Guest". Instructions on how to attend and participate either in person or online are provided in the Notice or, if you choose to request paper copies of proxy materials, on the proxy card. We expect check-in to be available starting around 8:00 a.m., Eastern time, on the day of the 2023 annual meeting, May 17, 2023, and you should allow ample time for check-in proceedings, whether in person or online. If you elect to attend the meeting online, we will have technicians standing by and ready to assist you with any technical difficulties you may have in accessing the virtual live webcast. If you encounter any difficulties accessing the virtual live webcast during the check-in or meeting time, please call the support team at 1-888-724-2416.

If you wish to submit a question before the meeting, you can visit www.meetnow.global/MYVZSYQ and follow the prompts on the website. If you wish to submit a question during the 2023 annual meeting, you may log into, and ask a question on, the virtual meeting website if you are participating online, or you may wait until the appropriate time to ask a question, if you are participating in person. Our annual meeting will be governed by our Annual Meeting Rules of Conduct, which will be posted at www.meetnow.global/MYVZSYQ in advance of the meeting. The Annual Meeting Rules of Conduct will address the ability of stockholders to ask questions during the meeting, including permissible topics, and rules for how questions and comments will be recognized and disclosed to participants. Please review the Annual Meeting Rules of Conduct for information about how to participate in the meeting, including how to submit questions before or during the meeting. You will be able to ask questions even if you participate in the 2023 annual meeting as a "Guest".

On March 27, 2023, the record date for the determination of stockholders entitled to vote at the 2023 annual meeting, there were outstanding and entitled to vote an aggregate of 137,234,392 shares of our common stock, par value $0.001 per share (“common stock”). Each share of common stock entitles the record holder thereof to one vote on each of the matters to be voted on at the 2023 annual meeting. A list of registered stockholders as of the close of business on the record date will be available for examination by any registered stockholder during the entirety of the 2023 annual meeting in our

offices or at www.meetnow.global/MYVZSYQ. If you attend the 2023 annual meeting as a "Guest", you will not be able to access this list.

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

Voting Procedures for Record Holders

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

(1) You may vote in person during the annual meeting. You may vote your shares in person during the annual meeting by following the instructions provided on the Notice, or if you choose to request paper copies of proxy materials, on the proxy card. We will provide extra copies of voting materials during the meeting.

(2) You may vote over the Internet during the annual meeting. You may vote your shares over the Internet by accessing the annual meeting website by following the instructions provided in the Notice or, if you choose to request paper copies of proxy materials, on the proxy card. You do not need to register in advance to attend the annual meeting online. You can cast your votes by following the prompts provided by the website.

(3) You may vote over the Internet prior to the annual meeting. You may vote your shares over the Internet by following the "Vote over Internet Prior to Annual Meeting" instructions on the Notice or, if you choose to request paper copies of proxy materials, on the proxy card. If you vote over the Internet prior to the annual meeting, you do not need to vote during the annual meeting or by telephone or by mail.

(4) You may vote by telephone prior to the annual meeting. You may vote your shares by following the “Vote by Phone” instructions on the Notice, by placing your vote directly by calling 1-800-652-VOTE (8683), or, if you choose to request paper copies of proxy materials, on the proxy card. If you vote by telephone, you do not need to vote over the Internet or by mail.

(5) You may vote by mail prior to the annual meeting. If you wish to vote your shares by mail, please request paper copies of proxy materials and follow the instructions on the proxy card. You will be given a prepaid return envelope. If you vote by mail, you do not need to vote over the Internet or by telephone.

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

After you have submitted a proxy, you may still change your vote and revoke your proxy before the 2023 annual meeting by doing any one of the following things:

•voting in person or online at the 2023 annual meeting;

•submitting a new proxy by following the “Vote by Internet Prior to Annual Meeting” or “Vote by Phone” instructions on the Notice, by placing your vote directly by calling 1-800-652-VOTE (8683), or, if you choose to request paper copies of proxy materials, on the proxy card, prior to the start of the 2023 annual meeting; or

•giving our Secretary a written notice via email at proxyrequest@ivericbio.com before or at the 2023 annual meeting that you want to revoke your proxy.

Your attendance at the 2023 annual meeting, either in person or online, alone will not revoke your proxy.

Voting Procedures for Street Name Holders

If the shares you own are held in “street name” by a bank, broker or other nominee record holder, which, for convenience, we refer to in this proxy statement collectively as brokerage firms, your brokerage firm, as the record holder of your shares, is required to vote your shares according to your instructions. If you choose to attend the hybrid annual meeting, please follow the instructions in the following paragraph. If you choose to have your brokerage firm vote your shares, you will need to follow the directions your brokerage firm provides you. Many brokerage firms also offer the option of providing for voting over the Internet before the annual meeting or by telephone, instructions for which, if available, would be provided by your brokerage firm on the voting instruction form that it delivers to you. Because most brokerage firms are member organizations of the New York Stock Exchange, ("NYSE"), the rules of the NYSE will likely govern how your brokerage firm would be permitted to vote your shares in the absence of instructions from you. Under the current rules of the NYSE, if you do not give instructions to your brokerage firm, it will still be able to vote your shares for certain items, but will not be allowed to vote your shares in the case of director elections, executive compensation matters and certain other matters. Of the matters to be voted on at the 2023 annual meeting, we expect that the only proposals on which brokers will have discretionary voting authority are the vote to approve the amendment to our Restated Certificate of Incorporation (Proposal 3) and the ratification of Ernst & Young LLP as our independent registered public accounting firm (Proposal 5). “Broker non-votes” are shares that are held in “street name” by a brokerage firm that indicates on its proxy that it does not have or did not exercise discretionary authority to vote on a particular matter.

If you plan to attend and vote your shares at the 2023 annual meeting, either in person or online, and your shares are held in street name, you must register in advance. To do so, you must submit a legal proxy, which you can obtain from your brokerage firm, showing that you were the beneficial owner of the shares as of the record date (March 27, 2023), along with your name and email address, to Computershare. Requests for registration must be labeled as “IVERIC bio Legal Proxy” and be received by Computershare no later than 5:00 p.m., Eastern Time, on May 12, 2023. You will receive a confirmation of your registration, including your control number, by email after Computershare receives your registration materials. If you do not register in advance, you will not receive a control number and you may only participate in the hybrid meeting as a "Guest" without the ability to vote your shares at the annual meeting. However, you may choose to vote before the annual meeting by following the instructions from your broker and if you choose, attend the hybrid annual meeting as a "Guest". You will be able to submit questions as a "Guest".

Requests for registration should be directed to Computershare at the following addresses:

By email (preferred):

legalproxy@computershare.com

Or by mail:

Computershare

IVERIC bio Legal Proxy

P.O. Box 43001

Providence, RI 02940-3001

Votes Required

The holders of a majority of the shares of our common stock issued and outstanding and entitled to vote at the 2023 annual meeting will constitute a quorum for the transaction of business at the 2023 annual meeting. Shares of common stock represented in person or online or by proxy (including shares which abstain or do not vote on one or more of the matters presented for stockholder approval) will be counted for purposes of determining whether a quorum is present at the 2023 annual meeting. Shares present online during the 2023 annual meeting will be considered shares of common stock represented in person at the meeting. The following votes are required for approval of the proposals being presented at the 2023 annual meeting:

Proposal 1: To Elect Three Class I Directors. The three nominees for director receiving the highest number of votes “FOR” election will be elected as directors. This is called a plurality. Shares held in street name by a bank, broker or other nominee who indicates on their proxies that they do not have authority to vote shares on Proposal 1 will not be counted as votes FOR or WITHHELD from any bank, broker or other nominee and will be treated as broker non-votes. Broker non-votes will have no effect on the voting on Proposal 1.

You may:

•vote FOR all nominees;

•vote FOR one or more nominees and WITHHOLD your vote from the other nominee or nominees; or

•WITHHOLD your vote from all nominees.

Votes that are withheld will not be included in the vote tally for the election of directors and will not affect the vote results.

Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation, or “Say-on-Pay.” This proposal calls for a non-binding, advisory vote, and accordingly there is no “required vote” that would constitute approval. However, our board, including our compensation and talent strategy committee, values the opinions of our stockholders and, to the extent there are a substantial number of votes cast against the executive officer compensation as disclosed in this proxy statement, we will consider our stockholders’ concerns and evaluate what actions may be appropriate to address those concerns. Shares held in street name by a bank, broker or other nominee who indicates on their proxies that they do not have authority to vote the shares on Proposal 2 will not be counted as votes FOR or AGAINST Proposal 2 and will be treated as broker non-votes. Broker non-votes will have no effect on the voting on Proposal 2. If you vote to ABSTAIN on Proposal 2, your shares will not be voted FOR or AGAINST Proposal 2 and will also not be counted as votes cast or shares voting on Proposal 2. Voting to ABSTAIN will have no effect on the voting on Proposal 2.

Proposal 3: To approve an amendment to our Restated Certificate of Incorporation to increase the number of authorized shares of common stock to 300,000,000 shares. The affirmative vote of the holders of shares of common stock holding a majority of the shares of our common stock issued and outstanding and entitled to vote thereon is required to approve the amendment to our Restated Certificate of Incorporation. If your shares are held by your bank, broker or other nominee in “street name” and you do not timely provide voting instructions with respect to your shares, we expect that your bank, broker or other nominee will have the authority to vote your shares on Proposal 3. If you vote to ABSTAIN on Proposal 3, your shares will not be voted FOR or AGAINST Proposal 3 and will also not be counted as votes cast or shares voting on Proposal 3. Because Proposal 3 requires the affirmative vote of the holders of a majority of the shares of our common stock issued and outstanding and entitled to vote thereon, a vote to ABSTAIN will have the same effect as a vote AGAINST Proposal 3.

Proposal 4: To approve the IVERIC bio, Inc. 2023 Stock Incentive Plan. The affirmative vote of the holders of shares of common stock representing a majority of the votes cast on the matter is required to approve the 2023 Stock Incentive Plan. Shares held in street name by a bank, broker or other nominee who indicate on their proxies that they do not have authority to vote shares on Proposal 4 will not be counted as votes FOR or AGAINST Proposal 4 and will be treated as broker non-votes. Broker non-votes will have no effect on the voting on Proposal 4. If you vote to ABSTAIN on Proposal 4, your shares will not be voted FOR or AGAINST Proposal 4 and will also not be counted as votes cast or shares voting on Proposal 4. As a result, voting to ABSTAIN will have no effect on the voting on Proposal 4.

Proposal 5: To Ratify the Selection of Ernst & Young LLP as IVERIC’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2023. The affirmative vote of the holders of shares of common stock representing a majority of the votes cast on the matter is required for the ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the current fiscal year. If your shares are held by your bank, broker or other nominee in street name and you do not timely provide voting instructions with respect to your shares, we expect that your bank, broker or other nominee will have the authority to vote your shares on Proposal 5. If you ABSTAIN from voting on Proposal 5, your shares will not be voted FOR or AGAINST Proposal 5 and will also not be counted as votes cast or shares voting on Proposal 5. As a result, voting to ABSTAIN will have no effect on the voting of Proposal 5.

If you attend the annual meeting as a "Guest" and did not provide your vote before the meeting, your shares will not be counted as shares voting on the matters at the 2023 annual meeting.

CORPORATE GOVERNANCE

Board of Directors

Current Members of Our Board of Directors

Set forth below are the names and certain biographical, demographic, and skills-related information about each member of our board of directors as of April 5, 2023. The information presented includes each director’s principal occupation and business experience for the past five years and the names of other public companies of which he or she currently serves or has served as a director during the past five years. We believe that all of our directors possess the attributes and characteristics described in “Board Processes—Director Nomination Process.”


IVERIC bio, Inc. Board Diversity Matrix as of April 5, 2023
Total Number of Directors: 8
	Female	Male
Part I: Gender Identity	3	5
Part II: Demographic Background
African American or Black	1	0
Asian American	0	1
White	2	4

IVERIC bio, Inc. Board Skills Matrix (1)

(1) Based on self-reported information from our board of directors.


Adrienne L. Graves, Ph.D. Chairman of the Board, IVERIC bio, Inc. Director Since 2018 Age: 69
Dr. Graves has served as a member of our board of directors since December 2018, and as chairman of the board since May 2021. From 1995 to 2010, Dr. Graves worked at Santen, Inc., the United States subsidiary of a Japanese publicly traded pharmaceutical company, where Dr. Graves served as senior vice president of worldwide clinical development (United States, Europe and Japan) for seven years and chief executive officer and president for eight years. Dr. Graves currently serves on the boards of directors of Greenbrook TMS Inc., and NicOx, S.A., and previously served on the board of directors of Akorn Inc., TearLab Corporation, and Oxurion NV, all of which are publicly traded biotechnology or pharmaceutical companies.			Skills and Qualifications: We believe Dr. Graves is qualified to serve on our board of directors because of her strong background in ophthalmology, her extensive experience in pharmaceutical development and commercialization, and her service on the boards of directors of other life sciences companies. 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.
Other Public Company Boards: a.Greenbrook TMS Inc. b.NicOx S.A.			Committee Memberships: a.Compensation & Talent Strategy Committee (Chair) b.Research & Development Committee


Glenn P. Sblendorio Chief Executive Officer and Director, IVERIC bio, Inc. Director Since 2017 and from 2013 to 2016 Age: 67
Mr. Sblendorio assumed the position of chief executive officer in July 2017, and has served as a member of our board of directors since May 2017. Mr. Sblendorio previously served as our president from January 2017 until May 2021 and previously served as our executive vice president and chief operating officer from April 2016 to January 2017. In addition, he served as our chief financial officer and treasurer from April 2016 until April 2017. Mr. Sblendorio previously served as a member of our board of directors from July 2013 through March 2016. Before joining us, Mr. Sblendorio served as the president and chief financial officer of The Medicines Company, a publicly traded medical solutions company, from March 2006 until December 2015. Mr. Sblendorio currently serves as a member of the board of directors of Amicus Therapeutics Inc. and Intercept Pharmaceuticals, Inc., both of which are publicly traded biopharmaceutical companies.			Skills and Qualifications: We believe that Mr. Sblendorio is qualified to serve on our board of directors because of his extensive executive leadership experience, knowledge of the life sciences industry and service on the board of directors of other life sciences companies. Mr. Sblendorio received a B.B.A. from Pace University and an M.B.A. from Fairleigh Dickinson University.
Other Public Company Boards: a.Intercept Pharmaceuticals, Inc. b.Amicus Therapeutics, Inc.			Committee Memberships: N/A


Mark S. Blumenkranz, M.D., Ph.D. Director, IVERIC bio, Inc. Director Since 2020 Age: 72
Dr. Blumenkranz has served as a member of our board of directors since July 2020. Dr. Blumenkranz is HJ Smead Professor Emeritus in the Department of Ophthalmology at Stanford University, where he served as the chair of the department from 1997 to 2015. Dr. Blumenkranz is a co-founder and served as the chief executive officer and chairman of Kedalion Therapeutics, Inc., a venture-backed ophthalmology company until June 2022. Dr. Blumenkranz is the chairman and founding director of Lagunita Biosciences LLC, an early stage healthcare investment company and incubator. Dr. Blumenkranz serves on the board of directors of Kala Pharmaceuticals Inc., a publicly traded biopharmaceutical company and previously served on the board of directors of One Medical, a publicly traded primary care platform and digital health company until its acquisition by Amazon, Inc. in February 2023. He is a past president of the American University Professors of Ophthalmology, the Retina Society, the Macula Society, and a Fellow Emeritus of the Corporation of Brown University.			Skills and Qualifications: We believe Dr. Blumenkranz is qualified to serve on our board of directors because of his extensive experience in the ophthalmology and gene therapy fields, in various capacities as a researcher, a practitioner, and as a senior industry executive. Dr. Blumenkranz received his undergraduate, graduate, and medical degrees at Brown University; his ophthalmic residency training at Stanford University; and a fellowship in vitreo-retinal diseases at the Bascom Palmer Eye Institute. He is also the author of more than 160 peer-reviewed articles and the inventor of more than 18 issued patents including the Pascal and Catalys lasers.
Other Public Company Boards: a. Kala Pharmaceuticals Inc.			Committee Memberships: a.Business Development & Strategy Committee b.Compensation & Talent Strategy Committee c.Nominating & Corporate Governance Committee d.Research & Development Committee


Axel Bolte Director, IVERIC bio, Inc. Director Since 2007 Age: 51
Mr. Bolte has served as a member of our board of directors since August 2007. Since February 2017, Mr. Bolte has served as president and chief executive officer of Inozyme Pharma Inc., a publicly traded biotechnology company, and as a managing member of Healthcare Advisors GmbH, a private healthcare advisory company. From February 2017 to September 2019, Mr. Bolte served as a venture partner to HBM Partners AG, a provider of investment advisory services in the life sciences industry, and where he previously served as an investment advisor from March 2003 through January 2017. Mr. Bolte currently serves on the board of directors of Inozyme Pharma Inc. and previously served on the boards of directors of Allena Pharmaceuticals, Inc. and PTC Therapeutics, Inc., each of which are publicly traded biotechnology or pharmaceutical companies.			Skills and Qualifications: We believe that Mr. Bolte is qualified to serve on our board of directors because of his many years of service as one of our directors, his extensive experience as a venture capital investor in the life sciences industry, his executive leadership experience and his service on the board of directors of other life sciences companies. Mr. Bolte received a degree in biochemistry from the Swiss Federal Institute of Technology, Zurich, Switzerland and an M.B.A. from the University of St. Gallen, Switzerland.
Other Public Company Boards: a.Inozyme Pharma, Inc.			Committee Memberships: a.Nominating & Corporate Governance Committee (Chair) b.Audit Committee c.Business Development & Strategy Committee


Pravin U. Dugel President, IVERIC bio, Inc. Director Since 2023 Age: 59
Dr. Dugel has served as our president since May 2021, and has served as a member of our board of directors since January 2023. Dr. Dugel joined us in April 2020 and served as our executive vice president, chief strategy and business officer from April 2020 to May 2021. Before joining us, Dr. Dugel was a managing partner at the 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 board of Aerpio Pharmaceuticals, Inc. until its acquisition by Aadi Bioscience 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 is an internationally recognized clinical researcher in retina; he has served as principal investigator in more than 100 multicenter clinical trials, authored more than 200 papers and 35 book chapters, and served on the boards of various medical journals and retina groups, including the American Society of Retina Specialists.			Skills and Qualifications: We believe Dr. Dugel is qualified to serve on our board of directors because of his extensive executive leadership experience in the ophthalmology industry. Dr. Dugel received an M.D. from the UCLA School of Medicine and 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.
Other Public Company Boards: a.Oculis Holding AG			Committee Memberships: N/A


Jane P. Henderson Director, IVERIC bio, Inc. Director Since 2018 Age: 57
Ms. Henderson has served as a member of our board of directors since January 2018. Ms. Henderson has served as the chief financial officer of Apogee Therapeutics, a privately-held biotechnology company, since January 2023. From December 2020 to November 2022, Ms. Henderson served as the chief financial officer and chief business officer at Invivyd Therapeutics (f/k/a Adagio Therapeutics), a publicly traded biotechnology company. From June 2018 to December 2020, Ms. Henderson served as the chief financial officer of Turnstone Biologics, a privately held biotechnology company. From January 2017 to June 2018, Ms. Henderson served as chief financial officer and senior vice president, corporate development at Voyager Therapeutics, Inc., a publicly-traded clinical-stage gene therapy company. From 2013 to 2016, Ms. Henderson served as senior vice president, chief financial officer and chief business officer of Kolltan Pharmaceuticals, Inc., which was a privately held pharmaceutical company. In addition to her industry experience, Ms. Henderson was managing director and held other senior roles at HSBC Holdings plc, Canadian Imperial Bank of Commerce, Lehman Brothers and Salomon Brothers. Ms. Henderson currently serves on the board of directors of Akero Therapeutics, Inc., a publicly traded biotechnology company and Ventus Therapeutics, a privately held biotechnology company. Ms. Henderson previously served on the board of directors of Sesen Bio, a publicly traded biotechnology company from 2013 to November 2021.			Skills and Qualifications: We believe that Ms. Henderson is qualified to serve on our board of directors because of her extensive leadership experience in the life sciences industry and in health care investment banking. Ms. Henderson received a B.S. in psychology from Duke University.
Other Public Company Boards: a.Akero Therapeutics, Inc.			Committee Memberships: a.Audit Committee (Chair) b.Compensation & Talent Strategy Committee c.Nominating & Corporate Governance Committee


Christine Ann Miller Director, IVERIC bio, Inc. Director Since 2022 Age: 47
Ms. Miller has served as a member of our board of directors since January 2022. Ms. Miller has more than 20 years of global experience in life sciences. Ms. Miller has served as president and chief executive officer and as a member of the board of directors of Melinta Therapeutics, a privately-held pharmaceutical company, since August 2020. Previously, Ms. Miller served in various roles at Sandoz, a division of Novartis, including as vice president, US portfolio, development and launch from 2016 to 2018 and as global head of portfolio, enterprise from 2018 to 2020. She also serves as an advisory board member for the Healthcare Businesswomen’s Association and is a frequent panelist and speaker at industry events.			Skills and Qualifications: We believe Ms. Miller is qualified to serve on our board of directors because of her extensive experience in commercialization, supply chain management, and research and development operations. Ms. Miller received a B.S. from Rensselaer Polytechnic Institute and an M.B.A. and Masters of Technology Management from Stevens Institute of Technology.
Other Public Company Boards: a.None			Committee Memberships: a.Business Development & Strategy Committee (Chair) b.Nominating & Corporate Governance Committee c.Research & Development Committee


Calvin W. Roberts, M.D. Director, IVERIC bio, Inc. Director Since 2019 Age: 70
Dr. Roberts has served as a member of our board of directors since January 2019. Dr. Roberts has served as president and chief executive officer of the Lighthouse Guild since April 2020. Previously, he served as the senior vice president, chief medical officer of Eye Care at Bausch Health Companies Inc., a publicly traded pharmaceutical company, from March 2011 to March 2020. Since 1982, Dr. Roberts has also served as a clinical professor of ophthalmology at Weill Cornell Medical College and was a practicing ophthalmologist for over 26 years. Dr. Roberts is a renowned specialist in cataract and refractive surgery. Dr. Roberts previously served as a consultant for Allergan, Inc., Johnson & Johnson, and Novartis AG. Dr. Roberts previously served on the board of directors of Altamira Therapeutics Ltd. and Alimera Sciences, Inc., both publicly-traded biotechnology companies.			Skills and Qualifications: We believe Dr. Roberts is qualified to serve on our board of directors because of his extensive experience in the ophthalmology field, both as a practitioner and as a senior industry executive. Dr. Roberts received an A.B. from Princeton University and an M.D. from the College of Physicians and Surgeons of Columbia University. Dr. Roberts completed his internship and ophthalmology residency at Columbia Presbyterian Hospital, and cornea fellowships at Massachusetts Eye and Ear Infirmary and the Schepens Eye Research Institute in Boston. Dr. Roberts holds patents on a number of devices used for ophthalmic surgery.
Other Public Company Boards: a.None			Committee Memberships: a.Research & Development Committee (Chair) b.Audit Committee c.Compensation & Talent Strategy Committee d.Nominating & Corporate Governance Committee

Board Composition

Our board of directors is currently authorized to have, and currently consists of, eight members. 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:

•the class I directors are Ms. Henderson, Dr. Dugel and Mr. Sblendorio, and their term expires at the 2023 annual meeting;

•the class II directors are Dr. Blumenkranz, Mr. Bolte and Dr. Roberts, and their term expires at our annual meeting of stockholders to be held in 2024; and

•the class III directors are Dr. Graves and Ms. Miller, and their term expires at our annual meeting of stockholders to be held in 2025.

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 term expires. Our directors may be removed only for cause by the affirmative vote of the holders of 75% or more of our voting stock.

Board Determination of Independence

Rule 5605 of the Nasdaq Marketplace Rules requires a majority of a listed company’s board of directors to be comprised of independent directors within one year of listing. In addition, the Nasdaq Marketplace Rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent and that audit committee members also satisfy independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Under Rule 5605(a)(2), a director will only qualify as an “independent director” if, in the opinion of our board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee: (1) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries.

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

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 none of Dr. Blumenkranz, Mr. Bolte, Dr. Graves, Ms. Henderson, Ms. Miller or Dr. Roberts, representing six of our eight current directors, has or had a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under Rule 5605(a)(2) of the Nasdaq Marketplace Rules. Our board of directors has also determined that Ms. Henderson, Mr. Bolte and Dr. Roberts, who comprise our audit committee, Dr. Graves, Dr. Blumenkranz, Ms. Henderson and Dr. Roberts, who comprise our compensation and talent strategy committee, and Mr. Bolte, Dr. Blumenkranz, Ms. Henderson, Ms. Miller and Dr. Roberts, who comprise our nominating and corporate governance committee, satisfy the independence standards for such committees established by the SEC and the Nasdaq Marketplace Rules, as applicable. In making such determination, our board of directors considered the relationships that each such non-employee director has with our company, including the transactions described below in “Board Policies—Related Person Transactions,” and all other facts and circumstances our board of directors deemed relevant in determining independence.

Both Dr. Dugel and Mr. Sblendorio, who are class I directors, are employees and therefore are not “independent.”

How Our Board Is Organized

Board Leadership Structure

Dr. Graves has served as our chairman of the board since May 2021. As chairman of our board, Dr. Graves presides over all meetings of the board of directors and performs other duties customary for this role, including helping to set the agenda of meetings of the board and coordinating communications with and reporting by our management. Mr. Sblendorio, our chief executive officer, remains on our board of directors. Our board believes this leadership structure with Dr. Graves as chairman of our board and Mr. Sblendorio as chief executive officer allows Mr. Sblendorio to continue focusing his efforts on leading the company in our day-to-day operations and executing on our business strategy, while providing for the separate leadership of our board of directors by and other contributions from Dr. Graves.

Because Dr. Graves is an independent director within the meaning of Nasdaq rules (see “Board of Directors—Board Determination of Independence” above), our board of directors does not have an independent lead director. Dr. Graves previously served as our independent lead director from October 2019 until her appointment as chairman of our board in May 2021.

Our nominating and corporate governance committee and our board of directors evaluate our board leadership structure from time to time and may recommend further alterations of this structure in the future.

Board Committees

Our board of directors has established an audit committee, a business development and strategy committee, a compensation and talent strategy committee, a nominating and corporate governance committee and a research and development committee, each of which operates under a charter that has been approved by our board. Copies of these committee charters are posted on the Investor Relations section of our website, which is located at https://investors.ivericbio.com.

In the fourth quarter of 2018, our board appointed a committee of independent directors to review certain stockholder litigation demands that we received. In addition, during the fourth quarter of 2019, our board appointed a committee of independent directors to investigate the allegations made in the complaint for a shareholder derivative action filed against current and former members of our board of directors and certain of our current and former officers in the United States District Court for the Southern District of New York, captioned Luis Pacheco v. David R. Guyer, et al., Case No. 1:18-cv-07999. A description of these matters is set forth in our Annual Report on Form 10-K, which was filed with the SEC on March 1, 2023. Ms. Henderson was the chair of both the demand review and special litigation committees, and Dr. Graves was a member of both committees. In February 2023, following settlement of these matters, our board of directors disbanded these committees.

Our board may also appoint additional committees from time to time as it deems appropriate.

Audit Committee

The members of our audit committee are Ms. Henderson, Mr. Bolte and Dr. Roberts. Ms. Henderson chairs our audit committee.

Our audit committee’s responsibilities include:

•appointing, approving the compensation of, and assessing the independence of our registered public accounting firm;

•overseeing the work of our independent registered public accounting firm, including through the receipt and consideration of reports and other communications from such firm;

•reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures;

•monitoring our internal controls over financial reporting and disclosure controls and procedures;

•overseeing our risk assessment and risk management policies and programs, including our code of business conduct and ethics and our compliance activities;

•overseeing cybersecurity, including measures to protect and improve our informational technology systems, and monitoring cybersecurity and data privacy risks associated with our activities and those of third parties we work with;

•establishing policies regarding hiring employees from our independent registered public accounting firm and procedures for the receipt and retention of accounting-related complaints and concerns;

•meeting independently with our independent registered public accounting firm and management;

•reviewing and approving or ratifying any related person transactions; and

•preparing the audit committee report required by SEC rules.

In February 2023, we amended the charter for the audit committee to implement some of the corporate governance reforms resulting from the settlement of the Pacheco derivative matter. These amendments include, among other things, additional oversight over our risk management processes and activities and additional oversight over disclosure controls and processes, including, in conjunction with our research and development committee, public disclosures of our clinical trials and interactions with regulatory authorities.

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

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

The audit committee met four times during 2022.

Business Development and Strategy Committee

In June 2022, our board of directors established our business development and strategy committee to assist our board and management with reviewing and evaluating our business development relationships, related transactions and overall corporate strategy.This committee will help advise on key strategic and business transactions, including potential collaborations and licensing arrangements for our product candidates and complementary technologies, and long-term corporate planning and strategy.

The members of our business development and strategy committee are Ms. Miller, Dr. Blumenkranz and Mr. Bolte. Ms. Miller chairs our business development and strategy committee.

Although our business development and strategy committee did not meet in 2022, its members assisted with advising on the licensing transaction with DelSiTech Ltd. for its sustained release delivery technology, which we entered into in June 2022, and in conjunction with the rest of the board, on the transaction with Opus Genetics Inc. for IC-100 and IC-200, which we entered into in December 2022. We expect the business development and strategy committee to play an important role as we pursue additional sustained release delivery technologies for avacincaptad pegol and a potential collaboration for further development and commercialization of avacincaptad pegol outside the United States.

Compensation and Talent Strategy Committee

The members of our compensation and talent strategy committee are Dr. Graves, Dr. Blumenkranz, Ms. Henderson and Dr. Roberts. Dr. Graves chairs our compensation

SEC Form DEF 14A filed by IVERIC bio Inc.