SEC Form PRE 14A filed by Ocular Therapeutix Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

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Ocular Therapeutix, Inc.

(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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April , 2025

Dear Fellow Ocular Therapeutix Stockholders:

2024 was a transformative year for Ocular Therapeutix as we advanced our leading product candidate, AXPAXLI, to address the large unmet medical need and market opportunity in the retinal disease space. We were proud to finish the year with strong momentum in our AXPAXLI Phase 3 clinical program, a 9% increase in total net revenue, which includes DEXTENZA, and substantial capital, which, together with anticipated cash inflows from DEXTENZA we believe will enable us to fund our planned operating expenses, debt service obligations and capital expenditure requirements, into 2028. With the leadership of our recently refreshed management team, Ocular Therapeutix has redefined our strategic priorities as we work to redefine the retina experience for patients, physicians and caregivers – starting with wet age-related macular degeneration, or AMD, as our top priority.

In February 2024, we welcomed Dr. Pravin Dugel as the executive chairman of our board of directors, at which time I became the lead independent director, and in April 2024, the board appointed Dr. Dugel as our president and chief executive officer. Dr. Dugel is a global thought leader in retinal drug development and an experienced life sciences executive, having most recently served as the President of IVERIC bio, which was acquired by Astellas in 2023. Dr. Dugel has participated as a principal investigator in over 100 clinical trials and previously led a private retina practice. In 2024, we also welcomed Dr. Jeffrey Heier as our Chief Scientific Officer, Dr. Peter Kaiser as our Chief Development Officer, Dr. Sanjay Nayak as our Chief Strategy Officer, Dr. Nadia Waheed as our Chief Medical Officer, Mr. Todd Anderman as our Chief Legal Officer, and expanded Mr. Donald Notman’s Chief Financial Officer responsibilities to include the role of Chief Operating Officer.

We are already benefitting from the expertise of our world-class leadership team as we have successfully completed enrollment and randomization in SOL-1, the first of our anticipated two phase 3 clinical trials for AXPAXLI in wet AMD, well ahead of schedule. Additionally in 2024, we launched and are progressing randomization of patients in SOL-R, the second of our phase 3 clinical trials for AXPAXLI in wet AMD. We also continued to engage with the FDA to clarify and potentially de-risk the regulatory path for AXPAXLI in this indication.

As we look ahead, the board remains engaged in overseeing our pipeline development while striving to adopt leading governance standards and practices as they emerge, maintaining regular engagement with our investors at both the board and leadership team level to provide strategic updates, and continuing to understand better our stockholders’ priorities.

On behalf of the entire Ocular Therapeutix board and team, I would like to express our appreciation for your continued interest in our company. We respectively request your vote in support of the matters presented in our 2025 proxy statement.

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Pursuant to the Securities and Exchange Commission rules that allow issuers to furnish proxy materials to stockholders over the Internet instead of a mailing a printed copy of our proxy materials to all of our stockholders, 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          , 2025, we will make our proxy materials available to stockholders and begin mailing to our stockholders (other than those stockholders who previously requested electronic or paper delivery of proxy materials) a Notice Regarding the Availability of Proxy Materials containing instructions on how to access or request copies of our proxy materials and 2024 Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the year ended December 31, 2024, and how to vote online or by telephone.

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PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION DATED APRIL 18, 2025

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OCULAR THERAPEUTIX, INC.

15 Crosby Drive

Bedford, MA 01730

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

to be held on Wednesday, June 11, 2025

The 2025 Annual Meeting of Stockholders, or the Annual Meeting, of Ocular Therapeutix, Inc., a Delaware corporation, will be held on Wednesday, June 11, 2025 beginning at 8:30 a.m., Eastern time, via the Internet in a virtual meeting format at www.virtualshareholdermeeting.com/OCUL2025, which we refer to as the Annual Meeting Website. To access, participate in, and vote at the Annual Meeting, you must enter the control number on your notice, voting instruction form or proxy card you received at the Annual Meeting Website. You may submit questions during the Annual Meeting via the Annual Meeting Website. A list of registered stockholders of record and entitled to vote at the Annual Meeting will also be available to record holders beginning on May 31, 2025 and during our Annual Meeting at www.virtualshareholdermeeting.com/OCUL2025. As always, we encourage you to vote your shares prior to the Annual Meeting regardless of whether you plan to attend.

The Annual Meeting will be held to consider and act upon the following matters:

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 2024 Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the year ended December 31, 2024, and which we refer to as the 2024 Annual Report, by notifying you of the availability of our proxy materials and our 2024 Annual Report via the Internet. On or about April          , 2025, we will make our proxy materials available to stockholders and begin mailing to our stockholders (other than those who previously requested electronic or paper delivery of proxy materials) a Notice Regarding the Availability of Proxy Materials containing instructions on how to access or request copies of our proxy materials and our 2024 Annual Report, and how to vote online or by telephone. We will also deliver printed versions of the proxy materials to stockholders who have previously requested paper copies.

Stockholders of record at the close of business on April 14, 2025 will be entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof.

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Bedford, Massachusetts

April , 2025

AS A STOCKHOLDER AS OF THE RECORD DATE, YOU MAY OBTAIN ADMISSION TO AND VOTE DURING THE ANNUAL MEETING BY FOLLOWING THE INSTRUCTIONS ON THE ANNUAL MEETING WEBSITE. YOU DO NOT NEED TO REGISTER IN ADVANCE TO JOIN THE ANNUAL MEETING. YOUR CONTROL NUMBER IS ON YOUR NOTICE, VOTING INSTRUCTION FORM OR PROXY CARD. THE ONLINE MEETING WILL BEGIN PROMPTLY AT 8:30 A.M., EASTERN TIME. WE ENCOURAGE YOU TO ACCESS THE MEETING PRIOR TO THE START TIME. WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE VOTE VIA THE INTERNET OR BY TELEPHONE IN ADVANCE OF THE MEETING BY FOLLOWING THE INSTRUCTIONS SET FORTH ON THE NOTICE, VOTING INSTRUCTION FORM, OR PROXY CARD IN ORDER TO HELP ENSURE REPRESENTATION OF YOUR SHARES AT THE ANNUAL MEETING. ALTERNATIVELY, IF YOU HAVE REQUESTED PAPER COPIES OF OUR PROXY MATERIALS, YOU MAY COMPLETE, DATE AND SIGN THE PROXY CARD AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE NEED BE AFFIXED IF THE PROXY CARD IS MAILED IN THE UNITED STATES.

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TABLE OF CONTENTS

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OCULAR THERAPEUTIX, INC.

15 Crosby Drive

Bedford, MA 01730

PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON WEDNESDAY, JUNE 11, 2025

Information About the Annual Meeting and Voting

This proxy statement is furnished in connection with the solicitation of proxies by the board of directors, or the board, of Ocular Therapeutix, Inc. for use at the 2025 Annual Meeting of Stockholders, or the Annual Meeting, to be held on Wednesday, June 11, 2025, beginning at 8:30 a.m., Eastern time via the Internet in a virtual meeting format at www.virtualshareholdermeeting.com/OCUL2025, and at any adjournment or postponement thereof. On April 14, 2025, the record date for the determination of stockholders entitled to vote at the Annual Meeting, there were outstanding and entitled to vote an aggregate of 159,286,895 shares of our common stock, par value $0.0001 per share, or the common stock. Each share of common stock entitles the record holder thereof to one vote on each of the matters to be voted on at the Annual Meeting. In this proxy statement, unless expressly stated otherwise or the context otherwise requires, the use of “Ocular Therapeutix,” “the company,” “our,” “we,” or “us” refers to Ocular Therapeutix, Inc. and its consolidated subsidiaries.

Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting of Stockholders

to Be Held on June 11, 2025

This proxy statement and our 2024 Annual Report to

Stockholders are available at www.ocutx.com

for viewing, downloading and printing.

A copy of our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the Securities and Exchange Commission, or SEC, except for exhibits, will be furnished without charge to any stockholder upon written or oral request to Ocular Therapeutix, Inc., 15 Crosby Drive, Bedford, MA 01730, Attention: Todd D.C. Anderman, Chief Legal Officer and Secretary, Telephone: (781) 357-4000.

On or about April    , 2025, we will begin mailing a Notice of Internet Availability of Proxy Materials (“Notice”) to our stockholders (other than those who previously requested electronic or paper delivery of proxy materials), directing stockholders to a website where they can access our proxy materials, including this proxy statement and our 2024 Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the year ended December 31, 2024, and which we refer to as our 2024 Annual Report, and view instructions on how to vote online or by telephone. If you would prefer to receive a paper copy of our proxy materials, please follow the instructions included in the Notice. If you have previously elected to receive our proxy materials electronically, you will continue to receive access to those materials via e-mail unless you elect otherwise.

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

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

All proxies that are executed or are otherwise submitted over the Internet, 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 prior to or at the Annual Meeting by doing any one of the following things:

Your participation in the Annual Meeting alone will not revoke your proxy.

If the shares you own are held in “street name” by a bank, broker or other nominee record holder, which we collectively refer to in this proxy statement as “brokerage firms,” your brokerage firm, as the record holder of your shares, is required to vote your shares according to your instructions. In order for your brokerage firm to vote your shares, you will need to follow the directions your brokerage firm provides you. Many brokerage firms also offer the option of voting over the Internet or by telephone, instructions for which, if available, would be provided by your brokerage firm on the voting instruction form that it delivers to you.

Because most brokerage firms are member organizations of the New York Stock Exchange, or NYSE, the rules of the NYSE will likely govern whether your brokerage firm would be permitted to vote your shares in the absence of instruction from you. Under the current rules of the NYSE, if you do not give instructions to your brokerage firm, it will still be able to vote your shares with respect to certain “discretionary” matters but will not be allowed to vote your shares with respect to “non-discretionary” matters. We believe that the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm (Proposal 6) is considered to be a discretionary matter under the NYSE rules and that your brokerage firm will be able to vote on this proposal even if it does not receive instructions from you, so long as it holds your shares in its name. We believe that the election of class II directors (Proposal 1), the advisory vote on the compensation of our named executive officers (Proposal 2), the amendment of our stock incentive plan to increase the number of shares of common stock issuable thereunder (Proposal 3), the amendment and restatement of our employee stock purchase plan to increase the number of shares of common stock issuable thereunder and to remove the evergreen provision (Proposal 4), and the amendment of our restated certificate of incorporation, as amended, to provide for officer exculpation (Proposal 5) are considered non-discretionary matters, meaning that if you do not instruct your brokerage firm on how to vote with respect to Proposals 1, 2, 3, 4 or 5, your brokerage firm will not vote with respect to such proposal or proposals and your shares will be counted as “broker non-votes.” “Broker non-votes” are shares that are held in “street name” by a brokerage firm that does not have or did not exercise discretionary authority to vote on a particular matter.

Quorum; Votes Required

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

Proposal 1: Election of Three Class II Directors. The three nominees for director receiving the highest number of votes “FOR” election will be elected as directors. This is called a plurality.

Proposal 2: Advisory Vote on Named Executive Officer Compensation. This proposal calls for a non-binding, advisory vote, and accordingly there is no “required vote” that would constitute approval. Our board, including our compensation committee, values the opinions of our stockholders and, to the extent there are a substantial number of votes cast against the named 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.

Proposal 3: Amendment to the Ocular Therapeutix, Inc. 2021 Stock Incentive Plan, as amended, to Increase the Number of Shares of Common Stock Issuable Thereunder by 8,750,000 Shares. Proposal 3 will be considered to have been approved if the holders of shares of common stock representing a majority of the votes cast on the matter and voting affirmatively or negatively vote “FOR” the approval of the amendment to the Ocular Therapeutix, Inc. 2021 Stock Incentive Plan, as amended, to increase the number of shares of common stock issuable thereunder by 8,750,000 shares.

Proposal 4: Amendment and Restatement of the Ocular Therapeutix, Inc. 2014 Employee Stock Purchase Plan to Increase the Number of Shares of Common Stock Issuable Thereunder by 2,000,000 Shares and to Remove the Annual “Evergreen” Provision. Proposal 4 will be considered to have been approved if the holders of shares of common stock representing a majority of the votes cast on the matter and voting affirmatively or negatively vote “FOR” the approval of the amendment and restatement of the Ocular Therapeutix, Inc. 2014 Employee Stock Purchase Plan to increase the number of shares of common stock issuable thereunder by 2,000,000 shares and to remove the annual “evergreen” provision.

Proposal 5: Amendment of our Restated Certificate of Incorporation, as amended, to provide for officer exculpation. Proposal 5 will be considered to have been approved if the holders of shares of common stock representing a majority of our issued and outstanding common stock vote “FOR” the approval of the Certificate of Amendment of the Restated Certificate of Incorporation.

Proposal 6: Ratification of the Appointment of PricewaterhouseCoopers LLP as Ocular Therapeutix’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2025. Proposal 6 will be considered to have been approved if the holders of shares of common stock representing a majority of the votes cast on the matter and voting affirmatively or negatively vote “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the current fiscal year.

Shares that abstain from voting as to a particular matter and “broker non-votes” will not be counted as votes in favor of such matter and will also not be counted as shares voting on such matter. Accordingly, abstentions and “broker non-votes” will have no effect on the voting on the proposals referenced above except for the approval of the Certificate of Amendment of the Restated Certificate of Incorporation (Proposal 5). Because Proposal 5 will be considered to have been approved only if the holders of shares of common stock representing a majority of our issued and outstanding common stock vote “FOR” the approval of the Certificate of Amendment of the Restated Certificate of Incorporation, abstentions and “broker non-votes” have the effect of voting against Proposal 5.

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CORPORATE GOVERNANCE

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 18, 2025. 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.”

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Pravin U. Dugel, M.D. has served as Executive Chairman and as a member of our board of directors since February 2024, and as our President and Chief Executive Officer since April 2024. Dr. Dugel previously served as President of IVERIC bio, Inc., or IVERIC, a biopharmaceutical company, from May 2021 to October 2023, and as Executive Vice President, Chief Strategy and Business Officer of IVERIC from April 2020 to May 2021. Prior to IVERIC, Dr. Dugel was a managing partner at Retinal Consultants of Arizona from 1994 to 2021. Dr. Dugel previously served on the boards of Oculis Holding AG, a publicly traded biopharmaceutical company from 2020 to May 2024; IVERIC from January 2023 until its acquisition by Astellas US Holdings, Inc. in July 2023; and Aerpio Pharmaceuticals, Inc. from March 2017 until its acquisition by Aadi Bioscience, Inc. in August 2021. Dr. Dugel also served as a clinical professor at the USC Eye Institute in the Keck School of Medicine at the University of Southern California and was a founding member of the Spectra Eye Institute in Sun City, Arizona. Dr. Dugel holds a B.A. from Columbia University in Comparative Literature and Molecular Biology and an M.D. from the UCLA School of Medicine, and he completed his residency in ophthalmology at the USC Eye Institute. He completed a medical retina fellowship at the Bascom Palmer Eye Institute and a surgical eye fellowship at the USC Eye Institute. We believe that Dr. Dugel is qualified to serve on our board of directors because of his executive leadership experience in the ophthalmology industry, his background in ophthalmology, and his service on the boards of directors of other life sciences companies.

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Adrienne L. Graves, Ph.D. has served as a member of our board of directors since July 2023. Dr. Graves served as President and Chief Executive Officer of Santen Inc., the United States subsidiary of a publicly traded Japanese pharmaceutical company, from 2002 to 2010, and previously served as Senior Vice President of Worldwide Clinical Development (United States, Europe, and Japan), from 1995 to 2002. Dr. Graves has served as a member of the board of directors of Harrow Health, Inc., or Harrow (formerly known as Imprimis Pharmaceuticals, Inc.), a publicly-traded ophthalmic healthcare company, since January 2024; Opus Genetics, Inc. a publicly-traded ophthalmic gene therapy company since October 2024; NVasc, Inc. a privately-held early-stage ophthalmology company since November 2023; Implandata Ophthalmic Products GmbH, a medical equipment manufacturer since October 2023; a JelliSee Ophthalmics, Inc., a privately-held medical device company, since July 2023; a member of the board of directors of QLaris Bio, Inc., a privately-held clinical-stage biotechnology company, since December 2019; and Osanni Bio, a privately-held biotechnology company focusing on retinal diseases. Previously, Dr. Graves served as a member of the boards 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; Oxurion NV, a Belgian biopharmaceutical company, from October 2018 until March 2023; Nicox S.A., a French ophthalmology company, from 2014 to January 2024; and Greenbrook TMS Inc., a Canadian neurology and medical device company, from 2018 to December 2023.. Dr. Graves received an A.B. in psychology from Brown University and a Ph.D. in psychobiology from the University of Michigan and completed a postdoctoral fellowship in visual neuroscience at the University of Paris. Dr. Graves has significant and broad executive leadership, corporate governance, operations and strategy, research, medical technology development, regulatory and legal, ophthalmology and life sciences industry experience. We believe that Dr. Graves is qualified to serve on our board of directors for these reasons.

Seung Suh Hong, Ph.D. has served as a member of our board of directors since June 2019. Dr. Hong has served as Vice Chairman of the board of directors, Chief Scientific Officer and Chief Operating Officer of CentricsBio, Inc.. a biotechnology company focused on immunotherapeutics, since January 2025. Prior to that, Dr. Hong served as Chief Executive Officer of Rophibio, Inc., a biopharmaceutical company from March 2023 to December 2024; as President and Chief Operating Officer of CELLemedy, a biopharmaceutical start-up company, from January 2021 to February 2023; and Vice Chairman for Novelgen, a biopharmaceutical company, from 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, an M.S. in Industrial Enzymology, and a Ph.D. in Enzymology and Fermentation from Seoul National University. Dr. Hong also participated in post-doctoral studies at the University of Wisconsin-Madison. Dr. Hong has significant executive leadership, operations and strategy, research, medical technology development and life sciences industry experience. We believe that Dr. Hong is qualified to serve on our board of directors for these reasons.

Richard L. Lindstrom, M.D. has served as a member of our board of directors since 2012. Since 1989, Dr. Lindstrom has been an attending surgeon at   Minnesota Eye Consultants P.A., a provider of eye care services, which he founded and where he previously served as the managing partner. Additionally, Dr. Lindstrom serves as the chief executive officer and chairman of Lindstrom Restoration, a 75-year-old privately held company. He has served as a member of the board of directors of LENSAR, Inc., a publicly-traded medical device company, since February 2018. He previously served as a member of the board of directors of Harrow from January 2015 to June 2023, where he continues as a senior advisor and board observer. Dr. Lindstrom served as associate director of the Minnesota Lions Eye Bank from 1987 to 2017 and as a trustee of the University of Minnesota Foundation for four terms and is currently Trustee Emeritus. He is a medical advisor for several medical device and pharmaceutical manufacturers and serves on the boards of several privately-held life sciences companies. Dr. Lindstrom previously served as president of the International Society of Refractive Surgery, the International Intraocular Implant Society, the International Refractive Surgery Club and the American Society of Cataract and Refractive Surgery. From 1980 to 1989, he served as a professor of ophthalmology, while also serving as the research chair for two years, at the University of Minnesota, where he is currently adjunct clinical professor emeritus. Dr. Lindstrom holds a B.A. in Pre-Medical Studies, a B.S. in Medicine and an M.D. from the University of Minnesota. During his training, Dr. Lindstrom participated in clinical research in the field of ophthalmology and completed a cornea fellowship, an anterior segment surgery fellowship and a glaucoma fellowship. Dr. Lindstrom is a named inventor on over 45 patents in the field of ophthalmology, having developed ophthalmic solutions, intraocular lenses and instruments that are used in clinical practices globally. Dr. Lindstrom has significant and broad executive leadership, corporate governance, strategy, risk management, financial, research, medical technology development, ophthalmology and life sciences industry experience. We believe that Dr. Lindstrom is qualified to serve on our board of directors for these reasons.

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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 boards of directors of Watts Water Technologies, Inc., a publicly-traded 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 publicly-traded commercial-stage medical technology company, since January 2021. She also served as a member of the board of directors of Benchmark Electronics, Inc., a publicly-traded worldwide provider of engineering services, integrated technology solutions and electronic manufacturing services, from May 2018 to June 2021 and Aratana Therapeutics, Inc., a publicly-traded veterinary therapeutics company, from February 2014 until its acquisition in July 2019. Ms. Raines has extensive executive leadership, accounting and finance, operations and strategy; risk management; corporate governance; medical technology development and commercialization; and life sciences industry experience. We believe that Ms. Raines is qualified to serve on our board of directors for these reasons.

Charles Warden has served as a member of our board of directors since 2008 and as the Lead Independent Director of our board of directors since February 2024. He previously served as the Lead Independent Director of our board from 2014 to July 2019 and as the Chairman of our board from July 2019 to February 2024. Mr. Warden has served as the President and Chief Executive Officer and a director of Aquea Health, Inc., a development-stage, ophthalmic medical device company he co-founded, since January 2020. He also has served as a Managing Director at Versant Ventures since 2004. Prior to Versant, he was a General Partner at Schroder Ventures Life Sciences (now SV Life Sciences), where he worked from 1996 to 2004. Previously, Mr. Warden served as an associate with Boston Capital Ventures and as a consultant with Monitor Company. Throughout the course of his career as a venture capital investor, Mr. Warden has been actively involved with multiple medical device and ophthalmic incubators. He serves or has served on the boards of numerous privately-held life sciences companies, several of which have been in the field of ophthalmology. Mr. Warden holds a B.A. from Beloit College and an M.B.A. from Harvard University. Mr. Warden has significant and broad executive leadership, corporate governance, strategy, research, medical technology development, ophthalmology and life sciences industry experience. We believe that Mr. Warden is qualified to serve on our board of directors for these reasons.

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 from 2010 to 2013, and of CDI Bioscience, Inc., a cell-line engineering and contract manufacturing company, from 2006 to 2010, and The Capital Network, a non-profit organization providing entrepreneurial education opportunities, from 2010 to 2016.  Ms. Williams has served as a member of the board of directors of Windtree Therapeutics, a publicly-traded biotechnology company, from February 2021 to August 2024 and a member of the board of directors of Biotechnology Innovation Organization, the leading trade group for the biotechnology industry, since February 2024. She is also a member of the board of directors of MassBio, a nonprofit organization representing 1,700 biopharma companies in Massachusetts and is a board member of Make-a-Wish Massachusetts and Rhode Island. Ms. Williams is also 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 an M.B.A. from the Washington University John Olin School of Business. Ms. Williams has significant and broad executive leadership, corporate governance, strategy, research, medical technology development and life sciences industry experience. We believe that Ms. Williams is qualified to serve on our board of directors for these reasons.

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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:

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.

Notwithstanding that our Corporate Governance Guidelines provide that any director who reaches the age of 75 while serving as a director will retire from our board of directors effective at the end of his or her then current term, we have decided to re-nominate Dr. Lindstrom as a candidate for our board of directors due to his extensive executive leadership, corporate governance, ophthalmology and life sciences industry experience, among other factors.

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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 2025, our board of directors undertook its annual review of the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our board of directors has determined that each of our directors, with the exception of Dr. Dugel, is an “independent director” as defined under applicable Nasdaq rules, including, in the case of all the members of our audit committee, the independence criteria set forth in Rule 10A-3 under the Exchange Act, and in the case of all the members of our compensation committee, the independence criteria set forth in Rule 10C-1 under the Exchange Act. In making such determinations, our board of directors considered the relationships that each such non-employee director has with us, including each of the transactions described below in “—Board Policies—Related Person Transactions,” and all other facts and circumstances that our board of directors deemed relevant in determining his or her independence, including the beneficial ownership of our capital stock by each non-employee director. Dr. Dugel is not an independent director because he currently serves as our Executive Chairman, President and Chief Executive Officer. There are no family relationships among any of our directors or executive officers.

How Our Board Is Organized

Board Leadership Structure

Dr. Dugel serves as our Executive Chairman and, in such capacity, serves as the Chairperson of the Board.  Our board has determined that combining the Chairperson and Chief Executive Officer positions for the company fosters clear accountability, effective decision-making and alignment of corporate strategy and is the appropriate leadership structure for us at this time, particularly in light of our goal to focus the company on the development of products and product candidates for the treatment of diseases and conditions of the retina. Our board also believes that Dr. Dugel’s combined role of Chairperson and President and Chief Executive Officer promotes effective execution of strategic goals and facilitates information flow between management and our board. Additionally, our board believes this leadership structure is particularly appropriate for the company given Dr. Dugel’s extensive leadership experience in the ophthalmology industry and his ability to effectively identify strategic priorities for us. 

In addition, our corporate governance guidelines provide that during any period in which the Chairperson of the board is not an independent director, a Lead Independent Director may be elected by a majority of the independent directors. In connection with Dr. Dugel’s appointment to Executive Chairman of our board in February 2024, our independent directors elected Mr. Warden, who has served as an independent director on our board since July 2014 and who had previously served as our Lead Independent Director and as our Chairperson, to serve as our Lead Independent Director. As the Lead Independent Director, Mr. Warden’s responsibilities include:

Board Committees

Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee, each of which operates under a charter that has been approved by our board. Copies of the current committee charters are posted under the heading “Committee Charters” under the “Investors” section of our website, which is located at https://ocutx.gcs-web.com/corporate-governance.

Audit Committee

The members of our audit committee are Merilee Raines, Charles Warden and Leslie J. Williams. Ms. Raines is the chairperson of the audit committee. Our audit committee’s responsibilities include:

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. Raines is an “audit committee financial expert” as defined in applicable SEC rules. We believe that the composition of our audit committee meets the requirements for independence under current Nasdaq and SEC rules and regulations.

The audit committee met six times during 2024.

Compensation Committee

The members of our compensation committee are Charles Warden, Richard L. Lindstrom, M.D., and Leslie Williams. Mr. Warden is the chairperson of the compensation committee. Our compensation committee’s responsibilities include:

The processes and procedures followed by our compensation committee in considering and determining executive and director compensation are described below under “—Board Processes—Executive and Director Compensation Processes.” We believe that the composition of our compensation committee meets the requirements for independence under current Nasdaq and SEC rules and regulations.

The compensation committee met thirteen times during 2024.

Nominating and Corporate Governance Committee

The members of our nominating and corporate governance committee are Richard L. Lindstrom, M.D., Adrienne L. Graves, Ph.D., and Seung Suh Hong, Ph.D. Dr. Heier was a member of the nominating and corporate governance committee until his resignation from the board on February 21, 2024. Dr. Lindstrom is the chairperson of the nominating and corporate governance committee. Our nominating and corporate governance committee’s responsibilities include:

The nominating and corporate governance committee did not met during 2024. We believe that the composition of our nominating and corporate governance committee meets the requirements for independence under current Nasdaq and SEC rules and regulations.

Board Meetings and Attendance

Our board of directors met eleven times during 2024. During 2024, each director attended at least 75% of the aggregate number of board meetings and the number of meetings held by all committees of the board on which he or she served.

Our directors are expected to attend our annual meetings of stockholders. In 2024, all of our directors at the time attended our annual meeting of stockholders.

Board Processes

Oversight of Risk

One of the key functions of our board of directors is informed oversight of our risk management process. Risk is inherent with every business and how well a business manages risk can ultimately determine its success. We face a number of risks, including those described under the caption “Risk Factors” in our Annual Report on Form 10-K. Our board of directors is actively involved in oversight of risks that could affect us. This oversight is conducted primarily by our full board of directors, which has responsibility for general oversight of risks. Our board oversees our risk management processes directly and through its committees, which address risks inherent in their respective areas of oversight. Our risk management processes are intended to identify, manage and control risks so that they are appropriate considering our scope, operations and business objectives. Our management is responsible for risk management on a day-to-day basis, and the role of our board and its committees is to oversee the risk management activities of management. They fulfill this duty by discussing with management the policies and practices utilized by management in assessing and managing risks and providing input on those policies and practices, and they encourage management to promote a culture that incorporates risk management into our corporate strategy and day-to-day business operations. Management discusses strategic and operational risks at regular management meetings.

In general, our board oversees risk management activities relating to business strategy, acquisitions, capital raising and allocation, organizational structure and certain operational risks; our audit committee oversees risk management activities related to financial controls, cybersecurity and legal and compliance matters; our nominating and corporate governance committee oversees risk management activities relating to board composition and management succession planning; and our compensation committee oversees risk management activities relating to our compensation policies and practices. Each committee reports to the full board on a regular basis, including reports with respect to the committee’s risk oversight activities as appropriate. In addition, since risk issues often overlap, committees from time to time request that the full board discuss particular risks. Our board of directors believes that full and open communication between management and the board of directors is essential for effective risk management and oversight.

Director Nomination Process

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

In considering whether to recommend any particular candidate for inclusion in our board’s slate of recommended director nominees, our nominating and corporate governance committee applies the criteria set forth in our corporate governance guidelines described below under “—Corporate Governance Guidelines.” Consistent with these criteria, our nominating and corporate governance committee expects every nominee to have the following attributes or characteristics, among others: integrity, honesty, adherence to high ethical standards, business acumen, good judgment and a commitment to understand our business and industry.

All of the director nominees are currently members of our board of directors. The nominee biographies under “—Board of Directors—Our Board of Directors” indicate the experience, qualifications, attributes and skills of each of our continuing directors that led our nominating and corporate governance committee and our board to conclude he or she should continue to serve as a director of the company. Our nominating and corporate governance committee and our board believe that each of the nominees has the individual attributes and characteristics required of each of our directors, and that the nominees as a group possess the skill sets and specific experience desired of our board as a whole.

We strive to assemble a board with a broad range of skillsets, perspectives, and experiences, and we holistically consider such attributes when selecting nominees for director election and in evaluating Board composition and performance. While we do not consider race, religion, national origin, sex, sexual orientation, disability or any other basis proscribed by law in selecting nominees, the board strives to include individuals with different backgrounds in the pool of candidates from which nominees are selected. We believe that our informal approach to the selection of director candidates has resulted in a group of director nominees that are individuals of substantial accomplishment with demonstrated leadership capabilities and who also possess a broad range of thoughts, perspectives, and experiences that are aligned with the company’s business strategy.

Stockholders may recommend individuals for consideration as potential director candidates by submitting their names, together with appropriate biographical information and background materials, and information with respect to the stockholder or group of stockholders making the recommendation, including the number of shares of common stock owned by such stockholder or group of stockholders, to our Secretary at Ocular Therapeutix, Inc., 15 Crosby Drive, Bedford, MA 01730, Attention: Secretary. The specific requirements for the information that is required to be provided for such recommendations to be considered are specified in our by-laws and must be received by us no later than the date referenced below in “Other Matters—Deadline for Submission of Stockholder Proposals for 2025 Annual Meeting of Stockholders.” Assuming that appropriate biographical and background material has been provided on a timely basis, the nominating and corporate governance committee will evaluate stockholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others.

Communications with Stockholders

Our management will give appropriate attention to written communications that are submitted by stockholders and will respond if and as appropriate. Stockholders may communicate with our management by writing to our Chief Legal Officer and Secretary at Ocular Therapeutix, Inc., 15 Crosby Drive, Bedford, MA 01730, Attention: Chief Legal Officer and Secretary, or by calling (781) 357-4000. Additional information about contacting the company is posted under the heading “Information Request” found under the “Investors” section of our website, which is located at www.ocutx.com/about/contact-us.

In addition, stockholders who wish to communicate with our board may do so by writing to Charles Warden, Lead Independent Director of the board, c/o Ocular Therapeutix, Inc., 15 Crosby Drive, Bedford, MA 01730. Communications will be forwarded to other directors if they relate to substantive matters that the Lead Independent Director of the board considers appropriate for attention by the other directors. In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances or matters as to which we tend to receive repetitive or duplicative communications.

Executive and Director Compensation Processes

Our executive compensation program is administered by the compensation committee of our board of directors. Our compensation committee reviews our executive compensation practices on an annual basis and based on this review approves or makes recommendations to our board of directors for approval of our executive compensation program.

In designing our executive compensation program, our compensation committee considers publicly available compensation data for national and regional companies in the biotechnology/pharmaceutical industry, including benchmarking against a peer group of publicly traded companies, to help guide its executive compensation decisions at the time of hiring and for subsequent adjustments in compensation. Since 2014, our compensation committee has retained Aon’s Human Capital Solutions practice, a division of Aon plc, or Aon, as its independent compensation consultant to provide comparative data on executive compensation practices in our industry and among a peer group of publicly traded companies and to advise on our executive compensation program.  Although our compensation committee considers the advice and guidance of Aon as to our executive compensation programs, our compensation committee ultimately makes its own decisions about these matters. 

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The compensation committee periodically reviews information regarding the independence and potential conflicts of interest of Aon, taking into account, among other things, the factors set forth in the Nasdaq listing standards. Based on its review in April 2025, the committee concluded that the engagement of Aon did not raise any conflict of interest. Outside of services provided for the compensation committee, Aon provides nominal additional services to the company related to benchmarking data with respect to certain non-executive positions in an effort to ensure that our compensation is competitive so that we can attract, reward, motivate and retain all employees. The total amount paid to Aon in connection with these additional engagements was less than $120,000 in 2024.

Our director compensation program is administered by our board of directors with the assistance of the compensation committee. The committee also has retained Aon for guidance and review of non-employee director compensation.  The compensation committee conducts an annual review of our director compensation, considers publicly available compensation data for national and regional companies in the biotechnology/pharmaceutical industry, including benchmarking against a peer group of publicly traded companies, and makes recommendations to the board with respect to our director compensation program.  Although our compensation committee considers the advice and guidance of Aon as to our non-employee director compensation program, our compensation committee ultimately makes its own decisions about these matters. 

In the future, we expect that our compensation committee will continue to engage independent compensation consultants to provide additional guidance on our executive and non-employee director compensation programs and to conduct further competitive benchmarking in our industry and among our peer group.

Corporate Governance Guidelines

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

A copy of the corporate governance guidelines is posted under the heading “Corporate Governance” under the “Investors” Relations section of our website, which is located at https://ocutx.gcs-web.com/corporate-governance.

Board Policies

Related Person Transaction Policy

Our board of directors has adopted written policies and procedures for the review of any transaction, arrangement or relationship in which Ocular Therapeutix is a participant, the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years, and one of our executive officers, directors, director nominees or 5% stockholders, or their immediate family members, each of whom we refer to as a “related person,” has a direct or indirect material interest.

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

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

Our audit committee may approve or ratify the transaction only if it determines that, under all of the circumstances, the transaction is in our best interests. Our audit committee may impose any conditions on the related person transaction that it deems appropriate.

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

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

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Code of Business Conduct and Ethics

Our board of directors has adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the code of business conduct and ethics is posted under the heading “Corporate Governance” under the “Investors” section of our website, which is located at https://ocutx.gcs-web.com/corporate-governance. In addition, we intend to post on our website all disclosures that are required by law or the Nasdaq Marketplace Rules concerning any amendments to, or waivers from, any provision of our code of business conduct and ethics. We do not have any practices or policies regarding hedging.

Compensation Recovery (“Clawback”) Policy

Our board adopted a compensation recovery policy, effective as of October 2, 2023, in accordance with Nasdaq Listing Rule 5608, which provides that, in the event we are required to prepare an accounting restatement due to our material non-compliance with any financial reporting requirement under the U.S. federal securities laws as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, which we refer to as the Dodd-Frank Act, and corresponding Nasdaq listing standards, we will attempt to recover, reasonably promptly, any incentive-based compensation received by any current or former executive officer, as defined in Rule 16a-1(f) under the Exchange Act, during the three completed fiscal years immediately preceding the date on which we are required to prepare the restatement that is in excess of what otherwise would have been received by such executive officer had the amount of incentive-based compensation been determined based on the restated amounts. We filed our compensation recovery policy as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on March 11, 2024.

Insider Trading Policy

We have adopted an insider trading policy governing the purchase, sale and/or other dispositions of our securities by our directors, officers, employees and other covered persons. We believe the insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations and Nasdaq listing standards. A copy of our insider trading policy is filed as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on March 3, 2025.

Our insider trading policy expressly prohibits short sales and derivative transactions of our stock by our officers, directors and employees, including short sales “against the box” and purchases or sales of puts, calls or other derivative securities based on the company’s securities. In addition, our insider trading policy prohibits our officers, directors and employees from purchasing our securities on margin, borrowing against company securities held in a margin account, or pledging our securities as collateral for a loan absent express approval from our Chief Financial Officer.

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EXECUTIVE OFFICERS

Our executive officers, and their ages as of April 14, 2025, are listed in the following table:

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In addition to the biographical information for Dr. Dugel, which is set forth above under “Corporate Governance—Board of Directors—Members of Our Board of Directors,” set forth below is certain biographical information about Mr. Nayak, Mr. Notman, Dr. Waheed, Dr. Heier, Dr. Kaiser and Mr. Anderman:

Sanjay Nayak, M.B.B.S., Ph.D. has served as our Chief Strategy Officer since February 2024. Dr. Nayak previously served as founder and fund manager of biotechnology-focused private investment fund Sentiv Capital from April 2017 to February 2024. Prior to founding Sentiv Capital, Dr. Nayak was the founder of AnalyzeRx LLC, a healthcare consulting practice, and served as its President from December 2003 to September 2019. Prior to founding AnalyzeRx LLC, Dr. Nayak served as a Director at Strategic Analysis, Healthcare, from April 2000 to December 2003. Dr. Nayak received his M.B.B.S. from Grant Medical College, University of Bombay, India and earned a Ph.D. in pharmacology from Drexel University.

Donald Notman has served as our Chief Financial Officer since September 2017 and our Chief Operating Officer since September  2024. Mr. Notman previously served as Senior Vice President and Chief Financial Officer of Thrasos Therapeutics, Inc., a biopharmaceutical company, from May 2014 until March 2017 and as a consultant from March 2017 to December 2017. Prior to joining Thrasos Therapeutics, he served as Managing Director and Head of Private Capital Markets of Leerink Swann LLC, an investment bank specializing in health care, from June 2005 to April 2013. Mr. Notman received a B.A. in Economics from Middlebury College and an M.B.A. from The Tuck School of Business at Dartmouth College.

Nadia Waheed, M.D. has served as our Chief Medical Officer since June 2024. Since 2011, Dr. Waheed, who is a board-certified retina specialist, has been Professor of Ophthalmology at Tufts University Medical School, where she maintains her appointment. Dr. Waheed also serves as a member of the board of directors for the Boston Image Reading Center, as well as on the board of directors of iOlyx Pharmaceuticals which is a privately-held biopharmaceutical company. Dr. Waheed previously served as Chief Medical and Development Officer at Beacon Therapeutics, a biotechnology company focused on serious diseases of the eye that cause vision loss and blindness, from November 2022 to June 2024. Prior to joining Beacon, she served as Chief Medical and Development Officer, Head of Clinical Development at Gyroscope Therapeutics, a biotechnology company working on ophthalmic gene therapies, from December 2019 to July 2022. Dr. Waheed received her M.D. from the Aga Khan University Medical School in Pakistan and her M.P.H. from the Harvard School of Public Health. Dr. Waheed completed her residency and retina fellowship at the Harvard Medical School / Massachusetts Eye and Ear Infirmary.

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Jeffrey Heier, M.D. has served as our Chief Scientific Officer since February 2024. Dr. Heier previously served as a member of our board of directors from September 2015 until February 2024. Since 1998, Dr. Heier has worked as a vitreoretinal specialist at Ophthalmic Consultants of Boston, or OCB, a large multi-specialty ophthalmology practice with several offices in the Boston, Massachusetts area. He served as Co-President and Medical Director from 2016 to 2020, the Director of Vitreoretinal Service of OCB since 2009 and the Director of Retina Research at OCB since 2011. He is a partner of the Boston Eye Surgery and Laser Center and was previously a partner of the Cape Cod Eye Surgery and Laser Center and the Plymouth Eye Surgery and Laser Center.  Dr. Heier has served in leadership roles of several professional organizations including as an executive board member and past president of each of the New England Ophthalmological Society and the Retina Society (where he remains as a member of the Executive  Board), and he previously served as a board member of American Society of Retina Specialists from 2011 to 2024. Dr. Heier holds a B.S. in Biochemistry from Brandeis University and an M.D. from the Boston University School of Medicine. Dr. Heier completed his vitreoretinal fellowship at OCB / Tufts School of Medicine and served as a physician in a Combat Support Hospital in the Persian Gulf War, for which he was awarded a Bronze Star.

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Peter K. Kaiser, M.D. has served as our Chief Development Officer since October 2024. Dr. Kaiser previously served as our Medical Director from February 2024 until September 2024 and Chief Medical Advisor – Retina from June 2022 until February 2024. Since 2011, Dr. Kaiser has served as the chair of ophthalmology research and a professor of ophthalmology at the Cleveland Clinic

Lerner College of Medicine and as a staff surgeon. Since 2024, Dr. Kaiser has served as consulting staff at the Cleveland Clinic. Dr. Kaiser has served on the board of directors of AAVantgarde Bio, a privately-held biotechnology company, since September 2023. Dr. Kaiser has been elected and previously served as the Retina Subspecialty Day board chairman for the American Academy of Ophthalmology Annual Meeting, and as a member of the board of directors of the American Society of Retina Specialists, and is a member of the Retina Society, Macula Society, EURETINA and American Ophthalmological Society. Dr. Kaiser received a A.B. magna cum laude with Highest Honors from Harvard College and an M.D. magna cum laude from Harvard Medical School.  Dr. Kaiser completed his vitreoretinal fellowship at Bascom Palmer Eye Institute.

Todd D.C. Anderman has served as our Chief Legal Officer and Secretary since October 2024. Prior to joining Ocular Therapeutix, Mr. Anderman provided general legal services to biotechnology companies from February 2024 to September 2024 as founder and sole member of Anderman LLC, a legal practice. He previously served as Senior Vice President, Chief Legal Officer and Secretary of IVERIC bio, Inc., or IVERIC, a biopharmaceutical company, from January 2023 until August 2023; as Senior Vice President, General Counsel and Secretary from January 2021 to December 2022; as Vice President, General Counsel and Secretary from February 2018 to December 2020 and in other roles since he joined IVERIC in April 2015.  Prior to joining IVERIC, he served as a Counsel and a Senior Associate in the Corporate group of Wilmer Cutler Pickering Hale and Dorr LLP, a law firm, from April 2012 to April 2015; and an Associate in the Corporate group of Cravath, Swaine & Moore LLP, also a law firm, from October 2007 to April 2012. Mr. Anderman received a B.A. in Government and Philosophy from the College of Arts & Sciences at Cornell University and a J.D. from the University of Pennsylvania Law School.

Our executive officers are elected by, and serve at the discretion of, our board of directors. There are no family relationships among any of our directors or executive officers.

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EXECUTIVE COMPENSATION

Our “named executive officers”, or NEOs, for the year ended December 31, 2024 were as follows: Dr. Dugel, our Executive Chairman, President and Chief Executive Officer, Dr. Heier, our Chief Scientific Officer, Dr. Kaiser, our Chief Development Officer and Mr. Mattessich, our former President and Chief Executive Officer. Mr. Mattessich served as our President and Chief Executive Officer until April 14, 2024 when Dr. Dugel became our President and Chief Executive Officer while also continuing as our Executive Chairman.

Prior to December 31, 2024, we were considered a “smaller reporting company” under Item 10 of Regulation S-K promulgated under the Exchange Act and have been permitted to provide scaled compensation disclosure intended to comply with the requirements applicable to smaller reporting companies. As a result, in accordance with SEC guidance, we are permitted to continue to comply, and have continued to comply, with the scaled disclosure requirements applicable to smaller reporting companies in this proxy statement. Although the SEC guidance permits us to follow the rules applicable to a smaller reporting company for purposes of this proxy statement, we are committed to providing the compensation disclosure necessary to enable shareholders to understand our compensation plans, plan design and programs, as well as 2024 compensation decisions made by the compensation committee and board of directors, and to make informed voting decisions.  We expect to provide non-scaled disclosure commencing with our Quarterly Report on Form 10-Q for the period ended March 31, 2025.  

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, 2024 and 2023.

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Narrative Disclosure to Summary Compensation Table

This narrative disclosure section describes the philosophy, objectives, process, and structure of our 2024 executive compensation program as well as updates that were made to Dr. Dugel’s compensation in early 2025 related to his change in role and responsibilities when he became our President and Chief Executive Officer in April 2024. This narrative disclosure section also discusses the principles underlying our policies and decisions with respect to the compensation of our executive officers. In addition, this narrative disclosure section outlines the response to our outreach efforts to our stockholders regarding our compensation program following the new changes that were made to Dr. Dugel’s compensation package. This narrative disclosure is intended to be read in conjunction with the preceding Summary Compensation Table and the tables that immediately follow this section, which provide further historical compensation information for our 2024 NEOs, as well as compensation determinations that were made in early 2025 based on 2024 performance.

Executive Summary

We are a fully-integrated biopharmaceutical company committed to redefining the retina experience. In 2024, we achieved a number of significant company milestones, including the following, which impacted executive compensation:

In February 2025, as part of our annual compensation review process, based on the foregoing and other achievements and in recognition of the increased responsibilities Dr. Dugel undertook when he became our President and Chief Executive Officer, our board of directors approved a new compensation package for Dr. Dugel. More than half of the shares underlying the equity component of the new compensation package may only be earned based on rigorous stock-price performance criteria, and, absent a change in control, only if Dr. Dugel remains engaged as an employee of Ocular over a three-year period. We believe Dr. Dugel’s compensation package appropriately aligns his interests with our stockholders over at least the next three-year period, incentivizing his and the company’s performance and providing significant retentive value.  Following adoption of the new compensation package, we reached out to our top 20 largest stockholders, providing an opportunity for stockholders to meet with a member of our board of directors to discuss compensation-related topics, including Dr. Dugel’s updated compensation package.  Our compensation committee chair met with one of our institutional shareholders, who accepted our invitation to engage and hear the board’s perspective on the structure and design approach for the new compensation package. As part of the outreach effort, we also received positive feedback from several of our largest stockholders, who viewed the changes to Dr. Dugel’s compensation as aligned with their long-term interests.

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Compensation and Governance Program Highlights

We believe our compensation and governance programs incorporate market best practices where appropriate for our company, based on the current stage of our business. The following chart provides a summary of some of the practices we use to align our programs with our stockholders’ interests, as well as several potentially problematic practices we avoid:

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Compensation Philosophy and Objectives

The primary objectives of our executive compensation program, as determined by our compensation committee, are to:

To achieve these objectives, the compensation committee evaluates our executive compensation program and seeks to set compensation at levels that are appropriate based on each executive’s level of experience, performance, growth potential and job

responsibility and that the compensation committee believes are competitive with other companies in our industry that compete with us for executive talent. In addition, our executive compensation program reinforces a pay-for-performance culture by tying a significant portion of each executive’s overall compensation to the achievement of key corporate and individual goals and the value of our stock.

Components of Our Executive Compensation Program

The primary elements of our executive compensation program are:

Our approach with respect to each of these elements is described below. Our objective in allocating between short-term compensation, including base salary and annual bonuses, on the one hand, and long-term equity incentive awards, on the other hand, is:

We also provide our NEOs with broad-based health and welfare benefits and severance and change in control benefits, which are described in greater detail below under “Employment Agreements with Executive Officers” as well as a 401(k) retirement plan, which is described in greater detail under “401(k) Plan”.

Base Salary

We use base salaries to recognize the experience, skills, knowledge and responsibilities of our employees, including our executive officers. Base salaries for our executive officers typically are established through arm’s length negotiation at the time the executive is hired or promoted, taking into account the position for which the executive is being considered and the executive’s qualifications and prior experience, and is generally set out in a written agreement with each executive officer entered into at the time of such executive officer’s hiring. In the case of Dr. Dugel, his base salary was adjusted in February 2025 based on the significant increase in responsibilities he undertook when he agreed to become President and Chief Executive Officer in April 2024. Dr. Dugel’s compensation package had not previously been adjusted from the terms that were established when he joined the company as Executive Chairman in February 2024.  Each NEO’s base salary has been approved by our compensation committee and our board of directors. None of our NEOs is currently party to any agreement that provides for automatic or scheduled increases in base salary.

We generally evaluate our executive officers’ base salaries annually. In evaluating our executive officers’ base salaries, including in connection with the adjustments made to Dr. Dugel’s compensation in February 2025, our compensation committee also considers the individual contributions made by, and performance of, the executive during the prior year, the executive’s performance over a period of years, overall labor market conditions, the relative ease or difficulty of replacing the executive with a well-qualified person, our overall growth and development as a company, general salary trends in our industry and among our peer group and where the executive’s salary falls in the salary range presented by that data, as well as any additional input from our compensation consultant. We do not provide for any formulaic base salary increases for our executive officers.

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Annual Performance-Based Compensation

We do not have a formal performance-based bonus plan. Our annual bonus program, however, emphasizes pay-for performance and rewards our executives for the achievement of specified annual corporate goals, which form the primary basis for the bonus program. Each year, senior management proposes a set of corporate goals for the coming year based on our strategic business plan. Our full board of directors reviews and discusses the goals, making any modifications it deems appropriate prior to finalization. The corporate goals cover various clinical, commercial and operational matters and are designed to require significant effort and operational success on the part of our executives and employees to be achieved. The board of directors retains discretion, both positive and negative, to make adjustments to payouts under our bonus program based on both corporate and individual executive performance.

The target amount for annual bonuses for each executive officer, expressed as a percentage of such executive officer’s base salary, is established through arm’s length negotiation at the time the executive is hired or promoted. The target percentages, which have been approved by our compensation committee and our board of directors were derived from peer group data that the compensation committee then interpreted to match the level of qualification and experience of the executive officer as well as based on internal comparisons. Our compensation committee has approved, and may in the future approve, increases to an executive officer’s target percentage for short-term annual bonuses in connection with a promotion or as part of the annual compensation review process or as it otherwise deems appropriate from time to time.

Based on our corporate performance for 2024, our compensation committee and board of directors approved bonus payouts based on 110% of target to each of our NEOs in early 2025 as part of our annual compensation review process. In determining that our performance warranted payments above 100% of target, the compensation committee and board of directors considered the achievement of certain stretch goals that demonstrated above and beyond progress, exceeding our planned objectives for 2024. The target annual bonuses for, and actual annual bonuses paid to, our NEOs for 2024 were as follows:

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As part of his updated compensation package, Dr. Dugel received a supplemental payment in early 2025 of $500,000 intended to approximate the additional base salary and bonus that Dr. Dugel would have received for 2024 if his compensation had been adjusted in connection with the increase in his duties and responsibilities when he assumed the role of President and Chief Executive Officer in April 2024. The target annual bonus amount and actual annual bonuses paid to both Dr. Kaiser and Dr. Heier were pro-rated to reflect the portion of the year during which they were not employed by us.

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Equity Incentive Awards

Our equity award program is the primary vehicle for offering long-term incentive compensation to our executives. We believe that equity awards provide our executives with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executives and our stockholders. In addition, we believe that equity awards with a time-based or performance-based vesting feature promote executive retention because this feature incentivizes our executive officers to remain in our employment during the applicable vesting or performance period.

To date, we have used equity awards both to compensate our executive officers in the form of new hire grants in connection with the commencement of employment, as well as to provide additional, ongoing long-term incentives to our executive officers as the roles and responsibilities of the executive has changed and as our business has developed. In the future, we generally plan to continue to grant equity awards on an annual basis to our executive officers, although as part of the changes that were made to his compensation package in early 2025, as further described below, Dr. Dugel will not be eligible for an annual equity award in 2026.

The size and vesting terms of equity awards for each new executive hire are established through arm’s length negotiation at the time the executive is hired or promoted, taking into account the position for which the executive is being considered and the executive’s qualifications, prior experience, and the company’s market capitalization at the time of negotiation, as well as external factors such as market demand.

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Compensation Determination Process

Role of the Compensation Committee

Our compensation committee oversees our executive compensation program. The committee currently consists of three members of our board of directors: Mr. Warden, the committee’s chair, Dr. Lindstrom, and Ms. Williams.

Each member of our compensation committee has extensive experience in our industry and is an “independent” director under applicable Nasdaq and SEC rules and an “outside director” under Internal Revenue Service rules. Our compensation committee uses its judgment and experience, in consultation with our independent compensation consultant, when determining the amount and appropriate mix of compensation for each of our executive officers. Pursuant to the authority granted to our compensation committee under its charter, our compensation committee generally approves the initial grant of individual equity awards to our executive officers. In the case of annual compensation determinations, our compensation committee generally reviews these determinations and makes recommendations to our board of directors, who ultimately approve the annual awards, including salary increases, annual bonuses and annual equity awards.

The compensation committee periodically evaluates the need for revisions to our executive compensation program to ensure our programs are appropriate given the stage and status of our business and are competitive with the companies with which we compete for executive talent.

Role of Chief Executive Officer

Each year our chief executive officer evaluates each other executive officer’s performance for the completed year. This process leads to a recommendation by our chief executive officer to the compensation committee with respect to each executive officer, other than himself, as to:

Our chief executive officer also provides a recommendation to the compensation committee and our board of directors regarding the company’s performance against our annual corporate goals, following which, our board of directors makes its own determination of the company’s performance against our annual corporate goals. Our compensation committee may exercise discretion to recommend adjustments to the payout of annual bonus awards based on an evaluation of our overall performance, irrespective of corporate goal achievement.

The recommendations of our chief executive officer for NEOs other than himself are reviewed by the compensation committee and taken into account, together with the compensation committee’s determination of the company’s performance against our annual corporate goals, when making a recommendation to our board regarding the overall compensation packages for our executive officers. In making its determinations and recommendations, the compensation committee generally meets with our independent compensation consultant, in executive session, without any members of management present. Dr. Dugel does not have any control over setting the amount or mix of his compensation package and is not present when the compensation committee or the full board discusses his compensation.

The process that resulted in the adjustments to Dr. Dugel’s compensation that were approved in February 2025 is described in more detail below under “Dr. Dugel’s Updated CEO Compensation Package.”  The determination of Dr. Heier’s and Dr. Kaiser’s compensation took place in two steps, initially when they each became part-time employees in February 2024, and with updates made in October 2024 when they each became full-time employees.

Use of Compensation Consultants

Our compensation committee considers executive compensation data from U.S. companies in the biotechnology and pharmaceutical industries to help guide its executive compensation decisions for NEOs at the time the NEO is hired and thereafter for annual compensation reviews or as otherwise needed. Our compensation committee retains the services of Aon to provide this data and

to advise the committee generally on our compensation and governance programs. Although the compensation committee considers the advice and recommendations from Aon when reviewing executive compensation, the compensation committee ultimately makes its own independent decisions about these matters.

None of the compensation committee members and none of our executive officers or directors have any personal relationship with Aon. In addition to the compensation consulting services provided by Aon to the compensation committee, we participate in and pay for Aon’s Global Life Sciences Survey and we receive from Aon the results from such survey. With the approval of the compensation committee chair, Aon also provides consulting services to management regarding our non-executive compensation programs to ensure policy alignment between our executives and non-executive employees given the importance of teamwork across all aspects of the organization to reach our business goals.

The compensation committee reviewed its relationship with Aon during 2024 and again in 2025, and both times determined that Aon’s work for the compensation committee did not raise any conflicts of interest and has conformed to the independence factors and guidance provided by the Dodd-Frank Act, the SEC and Nasdaq.

Use of Peer Groups

Our compensation committee uses peer groups to gather data to compare with our existing executive compensation practices and to guide compensation decisions. The compensation committee considers peer group and other industry compensation data, including survey data, as well as the recommendations of our compensation consultant when making decisions related to executive compensation, giving consideration to the competitiveness of our compensation program, internal perceptions of equity and individual circumstances. As such, the committee utilizes the peer group as one of several reference points and therefore does not aim to benchmark our executive pay levels to any particular percentile of the peer group.

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Working with Aon, the compensation committee reviews and adjusts our peer group in the later part of each year for upcoming annual pay decisions, which are typically made in early February of each year. Decisions and recommendations made throughout 2024 regarding salaries, target annual bonus opportunities and long-term equity incentive awards, including with respect to Dr. Dugel’s initial compensation package and Dr. Heier’s and Dr. Kaiser’s initial and updated compensation packages, were made by our compensation committee by reference to our 2024 peer group, which was established at the end of 2023.

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Considering our significant market capitalization growth achieved in 2024, the compensation committee worked with its independent compensation consultant to update the peer group to ensure the peer group benchmarks reflected comparable peers to maintain competitiveness of our compensation program. Decisions made in early 2025, including with respect to Dr. Dugel’s updated compensation package and updated compensation for other executive officers, were made by our compensation committee by reference to our 2025 peer group, which was established at the end of 2024. Accordingly, we provide information regarding both our 2024 and 2025 peer groups here.

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2024 Peer Group

In December 2023, our compensation committee sought to identify companies that fit the following criteria:

Based on these criteria, the compensation committee retained twelve companies from our 2023 peer group, and, after considering a number of companies meeting these criteria, identified seven additional companies for our 2024 peer group. The seven companies removed from our 2023 peer group were Aerie Pharmaceuticals, Collegium Pharmaceutical, IVERIC Bio, Omeros, Oyster Point Pharma, RVL Pharmaceuticals, and Sorrento Therapeutics. Of the seven companies removed from our 2023 peer group, four were removed due to their market capitalizations being outside of our criteria and three were removed due to acquisitions. Although not a firm requirement, our compensation committee seeks to develop a peer group where our market capitalization is roughly in line with the median. Our market capitalization placed us slightly above the median market capitalization of our 2024 peer group at the time our 2024 peer group was finalized.

Our 2024 peer group consisted of the following nineteen companies:

*New company for 2024 peer group.

2025 Peer Group

In December 2024, considering significant market capitalization growth realized by the company in 2024, the compensation committee sought to identify companies that fit the following criteria:

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Based on these criteria, the compensation committee retained six companies from our 2024 peer group, and, after considering a number of companies meeting these criteria, identified twelve additional companies for our 2025 peer group. There were thirteen companies removed from 2024 peer group:  4D Molecular Therapeutics, Akebia Therapeutics, Anika Therapeutics, bluebird bio, Cara Therapeutics, Clearside Biomedical, Coherus BioSciences, Heron Therapeutics, Kodiak Sciences, MacroGenics, Rigel Pharmaceuticals, Seres Therapeutics, and Vanda Pharmaceuticals.  These companies were removed from our peer group because none of them met our market capitalization criteria and a portion did not meet the criteria for either stage of development or number of employees. Although not a firm requirement, our compensation committee seeks to develop a peer group where our market capitalization is roughly in line with the median. Our market capitalization placed us slightly above the median market capitalization of the 2025 peer group at the time our 2025 peer group was finalized.

Our 2025 peer group consists of the following eighteen companies:

*New company for 2025 peer group.

Dr. Dugel’s Initial Executive Chairman Compensation Package

In February 2024, we entered into an employment agreement with Dr. Dugel upon the commencement of his employment with us as our Executive Chairman. Under Dr. Dugel’s agreement, he was entitled to receive an initial annual base salary of $540,000 and an annual bonus target of 65% of his annual base salary.

Pursuant to Dr. Dugel’s agreement, we granted Dr. Dugel a stock option to purchase up to 1,282,469 shares of our common stock under our 2021 Stock Incentive Plan at a per share exercise price of $9.70, which was the closing price of our common stock on the date of grant, February 21, 2024, and a restricted stock unit award representing the right to receive 854,979 shares of our common stock. Subject to Dr. Dugel’s continued service, his initial option award vests in equal monthly installments over a four-year period, and his initial RSU award vests in equal quarterly installments over a three-year period. The grant date fair value of Dr. Dugel’s initial stock option award was approximately $6.9188 per share, as determined in accordance with ASC Topic 718, for a total value of approximately $8,873,113. The grant date fair value of Dr. Dugel’s initial restricted stock unit award was approximately $9.70 per share, for a total value of approximately $8,293,296.

Dr. Dugel’s Updated CEO Compensation Package

In February 2025, as part of its annual compensation review and in consultation with its independent compensation consultant, our board of directors approved an updated compensation package for Dr. Dugel. This package reflects the expanded duties and responsibilities assumed by Dr. Dugel when he accepted the positions of President and Chief Executive Officer of the company in April 2024. Dr. Dugel’s compensation package had not previously been adjusted from the terms that were established when Dr. Dugel joined as Executive Chairman in February 2024.

Base Salary and Annual Bonus

As part of this new compensation package for Dr. Dugel, our board directors approved an annual base salary of $819,200 and a bonus target of 75% of his annual base salary, effective for 2025. In recognition of our company’s performance in 2024, the board of directors approved a bonus of $386,100 (110% of target) for 2024 performance based on Dr. Dugel’s initial base salary and bonus target percentage, and a one-time additional bonus of $500,000, intended to approximate the additional base salary and bonus that Dr. Dugel would have received for 2024 if his compensation had been adjusted in connection with the increase in his duties and responsibilities when he assumed the role of President and Chief Executive Officer in April 2024.

Long-Term Equity Awards Including Performance-Based Equity Awards

The board of directors also approved for Dr. Dugel long-term equity awards under our 2021 Stock Incentive Plan designed to align his interests with those of our stockholders and incentivize his continued commitment and contributions to advancing our strategic objectives and continued growth. In line with our overall pay-for-performance compensation approach, the majority of the equity awards are tied to stock price performance hurdles and provide value for Dr. Dugel only if stockholders realize substantial investment appreciation, requiring Dr. Dugel’s continued service at least through the third anniversary of the grant date. In connection with the grant of the equity awards, Dr. Dugel agreed and acknowledged that, notwithstanding the terms of his employment agreement, he would not be entitled to, and the company would not be obligated to grant Dr. Dugel, an annual equity award for 2026. The board of directors reaffirms that it does not intend to grant Dr. Dugel an annual equity award for 2026.

The approved 2025 equity awards for Dr. Dugel include:

The performance stock option award approved by our board of directors is contingent upon stockholder approval of Proposal 3 to increase the number of shares available under our 2021 Stock Incentive Plan. In the event that stockholders do not approve Proposal 3, the performance stock option award will terminate immediately and automatically.

The performance stock unit award and the performance stock option award are each allocated equally across four tranches, which can be earned during a five-year performance period commencing on the award grant date, if our consecutive 60-day closing stock price average meets or exceeds $15.00, $20.00, $25.00 and $30.00 per share, respectively, representing a premium of approximately 102%, 169%, 236% and 303%, respectively, over our closing stock price on the award grant date. No additional shares will vest if a stock price hurdle is attained more than once, and the maximum aggregate number of shares that may be earned under the performance stock unit award and performance stock option award will not exceed the number of shares described above. To incentivize sustained performance and alignment with long-term stockholder interests, shares earned under the performance stock unit award and the performance stock option award during the first three years of the performance period are subject to additional service-based vesting requirements through the third anniversary of the award grant date, subject to certain exceptions described below. The performance stock unit award and the performance stock option award will be forfeited at the end of the five-year performance period with respect to each tranche of shares that corresponds to a stock-price performance hurdle that has not been met at such time.

If Dr. Dugel’s employment with us is terminated by the company without “cause” or if Dr. Dugel resigns with “good reason” or if Dr. Dugel’s employment terminates on account of his death or disability (as such terms are defined in Dr. Dugel’s employment agreement with us and as modified in the applicable equity award agreement), then, subject to the execution and effectiveness of a general release of claims by Dr. Dugel, for the restricted stock unit award, the vesting of the award will be accelerated by 18 months and for the performance stock unit award and performance stock option award, the three-year service condition in the awards will be deemed satisfied. In addition, upon any such termination of employment, Dr. Dugel will be entitled to vesting under the performance stock unit award and the performance stock option award with respect to any stock price hurdles that are achieved within the 18 months following the termination of employment, and Dr. Dugel will be entitled to exercise the performance stock option award within three months following the achievement of a stock price hurdle during such 18-month period (or 180 days following achievement of a stock price hurdle if the termination was on account of death or disability).

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If Dr. Dugel’s employment with us is terminated by the company without “cause” or if Dr. Dugel resigns with “good reason” or if Dr. Dugel’s employment terminates on account of his death or disability, in each case during the period commencing three months prior to, and ending twelve months following, a “corporate change” (as defined in Dr. Dugel’s employment agreement with the us), then, subject to the execution and effectiveness of a general release of claims by Dr. Dugel, for the restricted stock unit award, the vesting of the award will be accelerated in full and for the performance stock unit award and the performance stock option award, the three-year service condition will be deemed satisfied, and Dr. Dugel will be entitled to vesting under the awards with respect to any stock price hurdles that have been achieved prior to, or are achieved in connection with, the corporate change. For additional

information regarding the severance provisions of Dr. Dugel’s compensation package, please see “Potential Payments Upon Termination or Change in Control Transaction” below.

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We performed a calculation of the grant date fair value of each of the restricted stock unit award and performance stock unit award made to Dr. Dugel in February 2025, based on prevailing guidance under ASC Topic 718. The grant date fair value of the restricted stock unit award was $7.44 per share under ASC Topic 718, for a total value of approximately $9.3 million. The grant date fair value of the performance stock unit award was approximately $6.21 per share under ASC Topic 718, for a total value of approximately $9.3 million. The aggregate grant date fair value of these two awards is $18.6 million. Because the performance stock option award is contingent upon stockholder approval of Proposal 3 herein, the grant date fair value has not been.

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We plan to file the full text of the award agreements for these awards as exhibits to our Quarterly Report on Form 10-Q for the quarter ending March 31, 2025 in early May 2025. We encourage stockholders to review the provisions of these agreements in deciding how to vote with respect to both Proposal 2 and Proposal 3 at the upcoming Annual Meeting.

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Dr. Heier’s and Dr. Kaiser’s Initial Part-Time Compensation Packages

On February 21, 2024, we entered into employment agreements with Dr. Heier and Dr. Kaiser, under which Dr. Heier agreed to serve as Chief Scientific Officer and Dr. Kaiser agreed to serve as Medical Director, each on a part-time basis. Dr. Heier stepped down from our board of directors at the time he agreed to become our Chief Scientific Officer. During the period between January 1, 2024 and February 21, 2024, Dr. Heier was eligible to receive compensation under our non-employee director compensation plan.

Under their initial employment agreements, each of Dr. Heier and Dr. Kaiser were entitled to receive an initial annual base salary of $250,000 per year, with an annual bonus target of 50% of each of their annual base salaries.  Pursuant to each of their agreements, we granted Dr. Heier and Dr. Kaiser each an initial stock option to purchase up to 366,666 shares of our common stock under our 2021 Stock Incentive Plan at a per share exercise price of $9.70, which was the closing price of our common stock on the date of grant, and an initial restricted stock unit award representing the right to receive 122,222 shares of our common stock.  Subject to each of Dr. Heier’s and Dr. Kaiser’s continued service, their respective initial option awards vest with respect to 25% of the shares underlying the award upon the one-year anniversary of the grant date and in equal monthly installments over the following 36 months, and their respective initial restricted stock unit awards vest in equal quarterly installments over a three-year period. The grant date fair value of Dr. Heier’s and Dr. Kaiser’s initial stock option award was approximately $6.93 per share, as determined in accordance with ASC Topic 718, for a total value of approximately $2,541,761 each.  The grant date fair values of Dr. Heier’s and Dr. Kaiser’s initial restricted stock unit award were approximately $9.70 per share, for a total value of approximately $1,185,553 each.

Dr. Heier’s and Dr. Kaiser’s Updated Full-Time Compensation Packages

Beginning in July 2024, Dr. Heier and Dr. Kaiser each agreed to join us on a full-time basis. Our compensation committee approved changes to Dr. Heier’s and Dr. Kaiser’s compensation, retroactively effective as of July 1, 2024, to reflect their full-time status in October 2024. In October 2024, Dr. Kaiser’s title was also changed to Chief Development Officer. We entered into amendments to each of Dr. Heier’s and Dr. Kaiser’s employment agreements memorializing the updates to their compensation in March 2025.

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Under their amended employment agreements, each of Dr. Heier and Dr. Kaiser are entitled to receive an annual base salary of $550,000 per year. The amendment to Dr. Kaiser’s employment agreement increased his target annual bonus to 55% of his annual base salary. On October 2, 2024, we granted Dr. Heier and Dr. Kaiser each a supplemental stock option to purchase up to 200,000 additional shares of our common stock under our 2021 Stock Incentive Plan at a per share exercise price of $9.31, which was the closing price of our common stock on the date of grant, and a supplemental restricted stock unit award representing the right to receive an additional 100,000 shares of our common stock. Subject to each of Dr. Heier’s and Dr. Kaiser’s continued service, their respective supplemental stock option awards vest in equal monthly installments over a 48-month period, and their respective supplemental restricted stock unit awards vest in equal annual installments over a three-year period. The grant date fair value of Dr. Heier’s and Dr. Kaiser’s supplemental stock option award was approximately $6.67 per share, as determined in accordance with ASC Topic 718, for a total value of approximately $1,334,227. The grant date fair value of Dr. Heier’s and Dr. Kaiser’s supplemental restricted stock unit award was approximately $9.31 per share, for a total value of approximately $931,000. These supplemental equity awards were intended to not only recognize their increased time commitments but also to take the place of any annual equity awards Dr. Heier or Dr. Kaiser would have otherwise received at the beginning of 2025 as part of our annual compensation review. As such, neither Dr. Heier nor Dr. Kaiser received grants of additional equity awards in February 2025 as part of our annual compensation review and grant cycle.

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In February 2025, we paid a discretionary annual cash bonus of $220,000 to Dr. Heier and $242,000 to Dr. Kaiser in recognition of our overall performance and their respective contributions in 2024. The annual cash bonuses for each of Dr. Heier and Dr. Kaiser were based on their target bonuses and an overall achievement against our corporate objectives of 110% and were pro-rated to reflect the portion of the year during which they were not employed by us.

For information regarding the severance provisions of Dr. Heier’s and Dr. Kaiser’s compensation packages, please see “Potential Payments Upon Termination or Change in Control Transaction” below.

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Mr. Mattessich’s Compensation for 2023 and 2024

In February 2024, Mr. Mattessich’s annualized base salary was increased to $720,034 from $686,400 for 2023. In the first quarter of 2024, we paid a discretionary annual cash bonus of $459,545 to Mr. Mattessich (103% of target) in recognition of his performance in 2023. Due to his departure from the company, we did not pay Mr. Mattessich a discretionary annual cash bonus for his service in 2024.

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On February 3, 2024, before Dr. Dugel joined our board of directors, our board of directors granted stock options under the 2021 Plan to each of our executive officers who were providing services to the company at that time.  Each of the option awards has an exercise price of $5.18 per share, which was the closing sale price for our common stock on the date of grant, and a grant date fair value of approximately $3.65 per share, as determined in accordance with ASC Topic 718. Mr. Mattessich received a grant of an option to purchase 549,400 shares at this time.

Also on February 3, 2024, our board of directors granted RSUs under the 2021 Plan to each of our executive officers who were providing services to the company at that time.  Mr. Mattessich received a grant of 180,400 RSUs at this time. The RSUs vest over three years, 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. 

On January 30, 2023, our board of directors granted stock options under the 2021 Plan to each of our executive officers who were providing services to the company at that time.  Each of the option awards has an exercise price of $3.88 per share, which was the closing sale price for our common stock on the date of grant, and a grant date fair value of approximately $2.69 per share, as determined in accordance with ASC Topic 718. The option award vests in approximately equal monthly installments, beginning on the one-month anniversary of the grant date, through the fourth anniversary of the grant date. Mr. Mattessich received a grant of an option to purchase 536,900 shares at this time in January 2023. Also on January 30, 2023, our board of directors granted RSUs under the 2021 Plan to each of our executive officers who were providing services to the company at that time.  Mr. Mattessich received a grant of 176,300 RSUs at this time.  The grant ate fair value of the RSUs was approximately $3.88 per share, for a total value of approximately $684,044. The RSUs vest over three years, 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. 

At the time Dr. Dugel joined our board of directors as executive chairman in February 2024, we entered into an amendment to Mr. Mattessich’s employment agreement to provide that, if his employment were terminated by us without “cause” or if Mr. Mattessich were to resign for “good reason” (as such terms are defined in his employment agreement), we would pay Mr. Mattessich his base salary for a period of 24 months to the extent allowed by applicable law and the terms of the applicable policies; continue to provide him and his eligible dependents with group health insurance for a period of up to 18 months; and accelerate the vesting of his time-based equity awards outstanding at the time of his separation by twelve months or, in the case of all time-based equity awards granted to Mr. Mattessich prior to February 21, 2024, twenty-four months. For additional information regarding Mr. Mattessich’s severance payments, please see “Potential Payments Upon Termination or Change in Control Transaction” below.

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Outstanding Equity Awards as of December 31, 2024

The following table sets forth information regarding outstanding stock options and stock awards held by our named executive officers as of December 31, 2024:

Employment Agreements with Named Executive Officers

We are party to employment agreements with each of our named executive officers. Below is a summary of the key terms of the employment agreements and related amendments we entered into with our named executive officers. Each of these agreements provides that employment will continue until either we or the executive provides written notice of termination in accordance with the terms of the agreement. In addition, each of these agreements prohibits the executives from disclosing confidential information and competing with us during the term of their employment and for a specified time thereafter.

Under their respective employment agreements, each named executive officer is entitled to receive a minimum annual base salary and is eligible to receive an annual cash bonus, which is based on the achievement of individual and corporate performance objectives that are determined by our compensation committee or board of directors, in its sole discretion, following the end of each year, calculated as a percentage of the executive officer’s annual base salary. Each of our executive officers is also entitled to separation benefits as described below under the caption “Potential Payments Upon Termination or Change in Control Transaction”.

Dugel Employment Agreement

In February 2024, we entered into an employment agreement with Dr. Dugel upon the commencement of his employment with us as our Executive Chairman. Under Dr. Dugel’s agreement, he is entitled to receive an initial annual base salary of $540,000 and an annual cash bonus, determined by and payable at the sole discretion of the board, with an initial target of 65% of his annual base salary, and is eligible to participate in the employee benefit programs generally available to employees of the company.

Pursuant to Dr. Dugel’s agreement, we granted Dr. Dugel (i) a non-statutory stock option to purchase up to 1,282,469 shares of our common stock at a per share exercise price equal to the closing price of our common stock on grant date and (ii) an RSU award representing the right to receive 854,979 shares of our common stock. Subject to Dr. Dugel’s continued employment with us, his option award vests in equal monthly installments over a four-year period, and his RSU award vests in equal quarterly installments over a three-year period.

In February 2025, the board approved a new compensation package for Dr. Dugel to reflect his expanded duties and responsibilities when he accepted the positions of President and Chief Executive Officer of the company in April 2024. Dr. Dugel’s compensation package had not previously been adjusted from the terms that were established when he joined the company as Executive Chairman. For additional information about Dr. Dugel’s new compensation package, see “Dr. Dugel’s Updated CEO Compensation Package” above.

Heier Employment Agreement

In February 2024, we entered into an employment agreement with Dr. Heier upon the commencement of his employment with us as our Chief Scientific Officer. Under Dr. Heier’s initial agreement, he was entitled to receive an initial annual base salary of $250,000 and an annual cash bonus, determined by and payable at the sole discretion of the board, with an initial target of 50% of his annual base salary. Pursuant to Dr. Heier’s initial agreement, we granted Dr. Heier (i) a non-statutory stock option to purchase up to 366,666 shares of our common stock at a per share exercise price equal to the closing price of our common stock on grant date and (ii) an RSU award representing the right to receive 122,222 shares of our common stock. Subject to Dr. Heier’s continued service, his option award vests over a four-year period, with 25% of the shares underlying the option vesting on the one-year anniversary of the commencement of his employment and the remainder vesting in equal monthly installments thereafter, and his RSU award vests in equal quarterly installments over a three-year period.

In March 2025, we entered into an amendment to Dr. Heier’s employment agreement to reflect Dr. Heier’s status as a full-time employee. Under the terms of the amended agreement, Dr. Heier is entitled to receive an initial annual base salary of $550,000, effective as of July 1, 2024, and an annual cash bonus, determined by and payable at the sole discretion of the board, with an initial target of 50% of his annual base salary, and is eligible to participate in the employee benefit programs generally available to employees of the company.  In connection with Dr. Heier’s transition to service as a full-time employee, on October 2, 2024, we granted Dr. Heier a supplemental stock option to purchase up to 200,000 additional shares of our common stock under our 2021 Stock Incentive Plan at a per share exercise price of $9.31, which was the closing price of our common stock on the date of grant, and a supplemental restricted stock unit award representing the right to receive an additional 100,000 shares of our common stock.  

Kaiser Employment Agreement

In February 2024, we entered into an employment agreement with Dr. Kaiser upon the commencement of his employment with us as our Medical Director. Under Dr. Kaiser’s initial agreement, he was entitled to receive an initial annual base salary of $250,000 and an annual cash bonus, determined by and payable at the sole discretion of the board, with an initial target of 50% of his annual base salary. Pursuant to Dr. Kaiser’s initial agreement, we granted Dr. Kaiser (i) a non-statutory stock option to purchase up to 366,666 shares of our common stock at a per share exercise price equal to the closing price of our common stock on grant date and (ii) an RSU award representing the right to receive 122,222 shares of our common stock. Subject to Dr. Kaiser’s continued service, his option award vests over a four-year period, with 25% of the shares underlying the option vesting on the one-year anniversary of the commencement of his employment and the remainder vesting in equal monthly installments thereafter, and his RSU award vests in equal quarterly installments over a three-year period.

In March 2024, we entered into an amendment to Dr. Kaiser’s employment agreement to reflect Dr. Kaiser’s status as a part-time employee and to provide for his eligibility to participate in the employee benefit programs generally available to employees of the company.

In March 2025, we entered into a second amendment to Dr. Kaiser’s employment agreement upon the commencement of his employment with us as our Chief Development Officer. Under Dr. Kaiser’s amended agreement, his status is reflected as a full-time employee, and he is entitled to receive an initial annual base salary of $550,000, effective as of July 1, 2024, an annual cash bonus determined by and payable at the sole discretion of the board, with an initial target of 55% of his annual base salary, and is eligible to participate in the employee benefit programs generally available to employees of the company.  In connection with Dr. Kaiser’s transition to service as a full-time employee, on October 2, 2024, we granted Dr. Kaiser a supplemental stock option to purchase up to 200,000 additional shares of our common stock under our 2021 Stock Incentive Plan at a per share exercise price of $9.31, which was the closing price of our common stock on the date of grant, and a supplemental restricted stock unit award representing the right to receive an additional 100,000 shares of our common stock.  

Potential Payments Upon Termination or Change in Control Transaction

Upon execution and effectiveness of a release of claims, each of our executives will be entitled to severance payments if his or her employment is terminated under specified circumstances in accordance with the terms of their respective employment agreements.

Dr. Dugel. Under the terms of his employment agreement, we have agreed to pay Dr. Dugel his base salary for a period of 12 months and, to the extent allowed by applicable law and the terms of the applicable policies, to continue to provide him with group health insurance for a period of 12 months if we terminate Dr. Dugel’s employment without cause or if Dr. Dugel terminates his employment with us for good reason, in each case as such terms are defined in his employment agreement and as modified by his equity award agreements, outside the period commencing from the 90th day prior to a corporate change and ending 12 months following a corporate change. If Dr. Dugel’s employment is terminated by us without cause, is terminated by him for good reason, or is terminated

in the event of his death or disability, as defined in his employment agreement, we are obligated to accelerate the vesting of outstanding time-based equity awards held by him by 12 months or, in the case of his equity awards granted on February 22, 2024, by 24 months.

Pursuant to his employment agreement, we have agreed that if we terminate the employment of Dr. Dugel without cause or if he terminates his employment with us for good reason, in each case during his specified change of control period, then we will pay him in a lump sum an amount equal to his base salary for 18 months; pay him an amount equal to one and one-half times his target annual bonus for the year of termination; accelerate in full the vesting of all of Dr. Dugel’s outstanding time-based equity awards; and, to the extent allowed by applicable law and the terms of the applicable policies, continue to provide him with group health insurance for a period of 18 months.

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Pursuant to the terms of his new compensation package, we have also agreed that if Dr. Dugel’s employment is terminated by us without cause, is terminated by him for good reason, or is terminated in the event of his death or disability, then, subject to the execution and effectiveness of a general release of claims by Dr. Dugel, (i) the vesting of his 2025 time-based RSU award will be accelerated by 18 months and (ii) the three-year service condition in his 2025 performance stock unit award and 2025 performance stock option award (which we refer to together as the Performance Awards) will be deemed satisfied. In addition, upon any such termination of employment, Dr. Dugel will be entitled to vesting under the Performance Awards with respect to any stock price hurdles that are achieved within the 18 months following the termination of employment, and Dr. Dugel will be entitled to exercise the 2025 performance stock option award within three months following the achievement of a stock price hurdle during such 18-month period (or 180 days following achievement of a stock price hurdle if the termination was on account of death or disability). If Dr. Dugel’s employment with the Company is terminated by the company without cause or if Dr. Dugel resigns with good reason or if Dr. Dugel’s employment terminates on account of his death or disability, in each case during the period commencing three months prior to and ending twelve months following a corporate change, as defined in Dr. Dugel’s employment agreement, then, subject to the execution and effectiveness of a general release of claims by Dr. Dugel, (i) the vesting of his 2025 time-based RSU award will be accelerated in full and (ii) for the Performance Awards, the three-year service condition will be deemed satisfied, and Dr. Dugel will be entitled to vesting under the Performance Awards with respect to any stock price hurdles that have been achieved prior to, or are achieved in connection with, the corporate change.

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Mr. Mattessich. In connection with our former President and Chief Executive Officer Mr. Mattessich’s separation from the company in May 2024 in accordance with the terms of his amended employment agreement and following his execution of a separation and release of claims agreement, Mr. Mattessich was entitled to receive (i) his base salary for 24 months following his last date of employment, or the Separation Date, which totaled $1,440,067 (less all applicable taxes and withholdings); (ii) to the extent allowed by applicable law and the terms of the applicable policies, group health insurance coverage for a period of up to 18 months following the Separation Date; (iii) the acceleration of vesting of his time-based equity awards outstanding as of the Separation Date by 24 months and the extension of the period during which he may exercise all of his outstanding option awards from 3 months to 24 months, subject to any earlier award expiration under the initial terms of the awards, which together totaled $5,019,911 in incremental fair value.

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Other Named Executive Officers. Under the terms of their respective employment agreements, we have agreed to pay to each of Dr. Heier and Dr. Kaiser his, as applicable, for a period of 12 months and, to the extent allowed by applicable law and the terms of the applicable policies, to continue to provide him with group health insurance for a period of 12 months if we terminate his employment without cause or if he terminates his employment with us for good reason, in each case as defined in his employment agreement, outside a specified change of control period.

Pursuant to their respective employment agreements, we have agreed that if we terminate the employment of either Dr. Heier or Dr. Kaiser, without cause, or if either of them terminates his employment with us for good reason, in each case within 12 months following a corporate change, then in each case we will pay him in a lump sum an amount equal to his base salary for 18 months; pay him an amount equal to one and one-half times his target annual bonus for the year of termination; accelerate in full the vesting of all outstanding time-based equity awards held by him; and, to the extent allowed by applicable law and the terms of the applicable policies, to continue to provide him with group health insurance for a period of 18 months.

Taxation. To the extent that any severance or other compensation payment are made to any of Dr. Dugel, Dr. Heier or Dr. Kaiser pursuant to his employment agreement or any other agreement constitutes an “excess parachute payment” within the meaning of Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended, or the Code, then such executive will receive the full amount of such severance and other payments, or a reduced amount intended to avoid the application of Sections 280G and 4999, whichever provides the executive with the highest amount on an after-tax basis.

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Equity Incentive Plans

The five equity incentive plans described in this section are our 2006 Stock Incentive Plan, as amended, or the 2006 Plan; our  2014 Plan; our 2014 Employee Stock Purchase Plan, or the 2014 ESPP; our 2019 Inducement Stock Incentive Plan, as amended, or the 2019 Inducement Plan, and our 2021 Plan. Prior to our initial public offering, which closed on July 30, 2014, we granted awards to eligible participants under the 2006 Plan. Following the closing of our initial public offering, we ceased granting awards under the 2006 Plan and started granting awards to eligible participants under the 2014 Plan. Following the approval of the 2021 Plan in June 2021, we ceased granting awards under the 2014 plan and started granting awards under the 2021 Plan. We are currently granting awards to eligible participants under the 2014 ESPP, the 2019 Inducement Plan and the 2021 Plan.

2006 Stock Incentive Plan

The 2006 Plan provided for the grant of incentive stock options within the meaning of Section 422 of the Code, non-statutory stock options and stock grants. Our key employees, officers, directors, and consultants, as well as key employees, officers, directors, and consultants of our affiliates and certain other strategic partners, were eligible to receive awards under our 2006 Plan. However, incentive stock options could only be granted to our key employees. The terms of awards were set forth in the applicable award agreements. Our board of directors may amend our 2006 Plan at any time, subject in certain circumstances to stockholder approval. Stockholders may terminate our 2006 Plan at any time. Subject to certain limitations with respect to incentive stock options, our board of directors may accelerate the exercise date of any installment of any option under the 2006 Plan, and may amend the terms or conditions of an outstanding option or stock grant under the 2006 Plan, subject to participant consent of any amendment that is adverse to the participant.

Awards under our 2006 Plan are subject to adjustment in the event of certain corporate transactions affecting our common stock such as stock splits, stock dividends or similar transactions. In the event of a recapitalization or reorganization (other than an acquisition, as described below) pursuant to which our securities or securities of another corporation are issued with respect to outstanding shares of our common stock, a participant, upon exercising or accepting an option or stock grant under the 2006 Plan, will be entitled to receive, for the purchase price, if any, paid upon such exercise or acceptance, the securities which would have been received if such option or stock grant had been exercised or accepted prior to such recapitalization or reorganization.

In the event of an acquisition (as defined in the 2006 Plan) of us, our board of directors (or the board of the entity assuming our obligations under the 2006 Plan) shall take one of the following actions pursuant to the 2006 Plan, as to outstanding options:

In the event of an acquisition of us, our board of directors (or the board of the entity assuming our obligations under the 2006 Plan) shall take one of the following actions pursuant to the 2006 Plan, as to outstanding stock grants:

In addition, in the event of an acquisition of us, our board of directors may waive all or any repurchase rights with respect to outstanding stock grants.

As of March 31, 2025, under our 2006 Plan, no awards remained outstanding under our 2006 Plan.  We will not grant any further stock options or other awards under our 2006 Plan. However, any shares of common stock subject to awards under our 2006 Plan that expire, terminate, or are otherwise surrendered, cancelled, forfeited or repurchased without having been fully exercised or resulting in any common stock being issued will become available for issuance under our 2021 Plan.

2014 Stock Incentive Plan

Our 2014 Plan, which became effective on July 30, 2014, was adopted by our board of directors and approved by our stockholders in June 2014. The 2014 Plan is administered by our board of directors or by a committee appointed by our board of directors. The 2014 Plan provided for the grant of incentive stock options, non-statutory stock options, restricted stock awards, RSUs, stock appreciation rights and other stock-based awards. The number of shares of our common stock that were initially reserved for issuance under the 2014 Plan was the sum of (1) 1,244,413 shares, 92,494 shares reserved for issuance under the 2006 Plan that remained available for grant under the 2006 Plan immediately prior to the closing of our initial public offering, and the number of shares of our common stock subject to outstanding awards under our 2006 Plan as of immediately prior to our initial public offering that expire, terminate or are otherwise surrendered, cancelled, forfeited or repurchased by us at their original issuance price pursuant to a contractual repurchase right, plus (2) an annual increase, to be added on the first day of each fiscal year, continuing until, and including, the fiscal year ending December 31, 2024, equal to the least of 1,659,218 shares of our common stock, 4% of the number of shares of our common stock outstanding on the first day of the applicable fiscal year or an amount determined by our board of directors.

Our employees, officers, directors, consultants and advisors were eligible to receive awards under the 2014 Plan. However, incentive stock options were only permitted to be granted to our employees.

Awards under the 2014 Plan are subject to adjustment in the event of a stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in our capitalization or event or any dividend or distribution to holders of our common stock other than an ordinary cash dividend.

Upon a merger or other reorganization event (as defined in the 2014 Plan), our board of directors, may, in its sole discretion, take any one or more of the following actions pursuant to the 2014 Plan, as to some or all outstanding awards, other than restricted stock:

In the case of specified RSUs, no assumption or substitution is permitted, and the RSUs will instead be settled in accordance with the terms of the applicable RSU agreement.

Upon the occurrence of a reorganization event other than a liquidation or dissolution, the repurchase and other rights under each outstanding restricted stock award will continue for the benefit of the successor company and will, unless our board of directors may otherwise determine, apply to the cash, securities or other property into which our common stock is converted pursuant to the reorganization event. Upon the occurrence of a reorganization event involving a liquidation or dissolution, all restrictions and conditions

on each outstanding restricted stock award will automatically be deemed terminated or satisfied, unless otherwise provided in the agreement evidencing the restricted stock award.

At any time, our board of directors may, in its sole discretion, provide that any award under the 2014 Plan will become immediately exercisable in full or in part, free of some or all restrictions or conditions, or otherwise realizable in full or in part.

As of March 31, 2025, under our 2014 Plan, there were options to purchase an aggregate of 4,785,501 shares of common stock outstanding at a weighted average exercise price of $8.94 per share. We will not grant any further stock options or other awards under our 2014 Plan. However, any shares of common stock subject to awards under our 2014 Plan that expire, terminate, or are otherwise surrendered, cancelled, forfeited or repurchased without having been fully exercised or resulting in any common stock being issued will become available for issuance under our 2021 Plan.

2014 Employee Stock Purchase Plan

Our 2014 ESPP, which became effective immediately prior to the closing of our initial public offering, was adopted by our board of directors and approved by our stockholders in June 2014. The 2014 ESPP is administered by our board of directors or by a committee appointed by our board of directors. The number of shares of our common stock reserved for issuance under the 2014 ESPP is the sum of 207,402, plus an annual increase on the first day of each fiscal year, ending with the fiscal year ending on December 31, 2024, in an amount equal to the least of (1) 207,402 shares of our common stock, (2) 0.5% of the total number of shares of our common stock outstanding on the first day of the applicable fiscal year or (3) an amount determined by our board of directors. Effective as of each of January 1, 2023 and January 1, 2024, the number of shares issuable under the 2014 ESPP increased, pursuant to the terms of the 2014 ESPP, by an additional 207,402 shares. As of March 31, 2025, the 2014 ESPP provides participating employees with the opportunity to purchase an aggregate of 393,055 shares of our common stock.

All of our employees and employees of any of our designated subsidiaries, as defined in the 2014 ESPP, are eligible to participate in the 2014 ESPP, provided that:

No employee may purchase shares of our common stock under the 2014 ESPP and any of our other employee stock purchase plans with an aggregate fair market value (as of the date of the option grant) in excess of $25,000 in any calendar year. In addition, no employee may purchase shares of our common stock under the 2014 ESPP that would result in the employee owning 5% or more of the total combined voting power or value of our stock.

We had two offering periods under the 2014 ESPP in 2024. The first offering period commenced January 1, 2024, and closed on June 30, 2024, at which time we issued 120,806 shares of our common stock. Our second offering period commenced July 1, 2024, and closed on December 31, 2024, at which time we issued 92,325 shares of our common stock. We plan to continue to have offering periods two times annually, each six months in duration, to purchase stock under the 2014 ESPP. Payroll deductions will be made and held for the purchase of our common stock at the end of each offering period. Our board of directors may, at its discretion, choose a different period of not more than 12 months for offerings.

On the commencement date of each offering period, each eligible employee may authorize up to a maximum of 15% of his or her compensation to be deducted by us during the offering period. Each employee who continues to be a participant in the 2014 ESPP on the last business day of the offering period will be deemed to have exercised an option to purchase from us the number of whole shares of our common stock that his or her accumulated payroll deductions on such date will pay for, not in excess of the maximum numbers set forth above. Under the terms of the 2014 ESPP, the purchase price shall be determined by our board of directors for each offering period and will be at least 85% of the applicable closing price of our common stock. If our board of directors does not make a determination of the purchase price, the purchase price will be 85% of the lesser of the closing price of our common stock on the first business day of the offering period or on the last business day of the offering period.

An employee may for any reason withdraw from participation in an offering prior to the end of an offering period and permanently draw out the balance accumulated in the employee’s account. If an employee elects to discontinue his or her payroll deductions during an offering period but does not elect to withdraw his or her funds, funds previously deducted will be applied to the purchase of common stock at the end of the offering period. If a participating employee’s employment ends before the last business day of an offering period, no additional payroll deductions will be made and the balance in the employee’s account will be paid to the employee.

We are required to make equitable adjustments to the number and class of securities available under the 2014 ESPP, the share limitations under the 2014 ESPP and the purchase price for an offering period under the 2014 ESPP to reflect stock splits, reverse stock splits, stock dividends, recapitalizations, combinations of shares, reclassifications of shares, spin-offs and other similar changes in capitalization or events or any dividends or distributions to holders of our common stock other than ordinary cash dividends.

In connection with a merger or other reorganization event (as defined in the 2014 ESPP), our board of directors or a committee of our board of directors may take any one or more of the following actions as to outstanding options to purchase shares of our common stock under the 2014 ESPP on such terms as our board or committee determines:

Our board of directors may at any time, and from time to time, amend or suspend the 2014 ESPP or any portion thereof. We will obtain stockholder approval for any amendment if such approval is required by Section 423 of the Code. Further, our board of directors may not make any amendment that would cause the 2014 ESPP to fail to comply with Section 423 of the Code. The 2014 ESPP may be terminated at any time by our board of directors. Upon termination, we will refund all amounts in the accounts of participating employees. On April 17, 2025, our board of directors approved the amended and restated 2014 ESPP to increase the number of shares issuable under the 2014 ESPP by 2,000,000 shares of common stock and to eliminate the provisions related to the annual “evergreen” share increase. Our 2014 ESPP and our Amended and Restated 2014 ESPP, for which we are requesting stockholder approval at the Annual Meeting, are more fully described in Proposal 4 of this proxy statement.

2019 Inducement Stock Incentive Plan

Our 2019 Inducement Plan, which became effective on October 29, 2019, was adopted by our board of directors. Awards under the 2019 Inducement Plan may only be granted to persons who (a) were not previously an employee or director of the company or (b) are commencing employment with the company following a bona fide period of non-employment, in either case as an inducement material to the individual’s entering into employment with the company and in accordance with the requirements of Nasdaq Stock Market Rule 5635(c)(4). The 2019 Inducement Plan provides for the following types of awards: non-statutory stock options, stock appreciation rights, restricted stock, RSUs and other stock-based awards. Initially, the maximum number of shares of common stock issuable under the 2019 Inducement Plan was 500,000. On December 10, 2020, our board of directors of the company amended the

2019 Inducement Plan to increase the aggregate number of shares issuable under the 2019 Inducement Plan from 500,000 to 1,054,000 shares of common stock. On February 20, 2024, our board of directors amended the 2019 Inducement Plan to increase the aggregate number of shares issuable thereunder from 1,054,000 to 3,804,000 shares of common stock. On April 16, 2024, our board of directors amended the 2019 Inducement Plan to increase the aggregate number of shares issuable thereunder from 3,804,000 to 4,804,000 shares of common stock. On October 4, 2024, our board of directors amended the 2019 Inducement Plan to increase the aggregate number of shares issuable thereunder from 4,804,000 to 6,054,000 shares of common stock.

Our board of directors has delegated authority to our compensation committee to grant awards under the 2019 Inducement Plan.

Awards under the 2019 Inducement Plan are subject to adjustment in the event of a stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in our capitalization or event or any dividend or distribution to holders of our common stock other than an ordinary cash dividend.

Upon a merger or other reorganization event (as defined in the 2019 Inducement Plan), our board of directors, may, in its sole discretion, take any one or more of the following actions pursuant to the 2019 Inducement Plan, as to some or all outstanding awards, other than restricted stock:

In the case of specified RSUs, no assumption or substitution is permitted, and the RSUs will instead be settled in accordance with the terms of the applicable RSU agreement.

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

At any time, our board of directors may, in its sole discretion, provide that any award under the 2019 Inducement Plan will become immediately exercisable in full or in part, free of some or all restrictions or conditions, or otherwise realizable in full or in part.

As of March 31, 2025, under our 2019 Inducement Plan, there were options to purchase an aggregate of 3,833,494 shares of common stock outstanding at a weighted average exercise price of $8.33 per share and RSU awards outstanding for an aggregate of 1,258,515 shares of common stock.  As of March 31, 2025, 635,606 shares were available for issuance under our 2019 Inducement Plan.

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2021 Stock Incentive Plan, as amended

Our 2021 Stock Incentive Plan was adopted by our board of directors in April 2021 and approved by our stockholders in June 2021. In April 2022, our board of directors adopted an amendment to the 2021 Stock Incentive Plan, subject to stockholder approval, solely to increase the number of shares issuable under the plan.  This amendment, which we refer to as Amendment No. 1 to the 2021 Plan, was approved by stockholders on June 16, 2022. In April 2023, our board of directors adopted an additional amendment to the 2021 Stock Incentive Plan, subject to stockholder approval, solely to increase the number of shares issuable under the plan.  This amendment, which we refer to as Amendment No. 2 to the 2021 Plan, was approved by stockholders on June 14, 2023.  In April 2024, our board of directors adopted an additional amendment to the 2021 Stock Incentive Plan, subject to stockholder approval, solely to increase the number of shares issuable under the plan.  This amendment, which we refer to as Amendment No. 3 to the 2021 Plan, was approved by stockholders on June 12, 2024.  The 2021 Plan is administered by our board of directors or by a committee appointed by our board of directors. The 2021 Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock awards, RSUs, stock appreciation rights and other stock-based awards. The number of shares of our common stock that were initially issuable under the 2021 Stock Incentive Plan was the sum of 6,000,000 shares of common stock plus such additional number of shares of common stock (up to 10,398,126 shares) as is equal to the sum of (x) the number of shares of common stock reserved for issuance under our 2014 Plan that were available for grant under the 2014 Plan immediately prior to the date the 2021 Plan was approved by our stockholders, and (y) the number of shares of common stock subject to awards that had been granted under the 2014 Plan or the 2006 Plan immediately prior to the effectiveness of the 2021 Plan, which awards expire, terminate or are otherwise surrendered, canceled, forfeited or repurchased by us at their original issuance price pursuant to a contractual repurchase right (subject to certain limitations).  Effective as of June 16, 2022, the number of shares issuable under the 2021 Plan was increased by 3,600,000 shares upon the approval of Amendment No. 1 to the 2021 Plan by the stockholders.  Effective as of June 14, 2023, the number of shares issuable under the 2021 Plan was increased by 3,900,000 shares upon the approval of Amendment No. 2 to the 2021 Plan by the stockholders.  Effective as of June 12, 2024, the number of shares issuable under the 2021 Plan was increased by 7,000,000 shares upon the approval of Amendment No. 3 to the 2021 Plan by the stockholders. As of March 31, 2025, 2,346,204 shares were available for issuance under the 2021 Plan.

Our employees, officers, directors, consultants and advisors are eligible to receive awards under the 2021 Plan. However, incentive stock options may only be granted to our employees.

Subject to any limitation in the 2021 Plan, our board of directors or any committee or officer to which our board of directors has delegated authority will select the recipients of awards and determine:

Our board of directors has delegated authority to our Chief Executive Officer to grant awards under the 2021 Plan to all new hires, other than executive officers, subject to certain limitations including any limitations under the 2021 Plan. Our board of directors has established the terms of the awards to be granted by our Chief Executive Officer, including the exercise price of such awards, and the maximum number of shares subject to awards that our Chief Executive Officer may grant.

Awards under the 2021 Plan are subject to adjustment in the event of a stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in our capitalization or event or any dividend or distribution to holders of our common stock other than an ordinary cash dividend.

Upon a merger or other reorganization event (as defined in the 2021 Plan), our board of directors, may, in its sole discretion, take any one or more of the following actions pursuant to the 2021 Plan, as to some or all outstanding awards, other than restricted stock:

In the case of specified RSUs, no assumption or substitution is permitted, and the RSUs will instead be settled in accordance with the terms of the applicable RSU agreement.

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

At any time, our board of directors may, in its sole discretion, provide that any award under the 2021 Plan will become immediately exercisable in full or in part, free of some or all restrictions or conditions, or otherwise realizable in full or in part.

As of March 31, 2025, under our 2021 Plan, there were options to purchase an aggregate of 11,973,168 shares of common stock outstanding at a weighted average exercise price of $6.63 per share and RSU awards outstanding for an aggregate of 5,209,789 shares of common stock.  No award may be granted under the 2021 Plan after June 18, 2031. Our board of directors may amend, suspend or terminate the 2021 Plan at any time, except that stockholder approval will be required to comply with applicable law or stock market requirements.  Our 2021 Plan and the proposed amendment to the 2021 Plan are more fully described in Proposal 3 of this proxy statement.

401(k) Plan

We maintain a defined contribution employee retirement plan for our employees. Our 401(k) plan is intended to qualify as a tax-qualified plan under Section 401 of the Code, so that contributions to our 401(k) plan, and income earned on such contributions, are not taxable to participants until withdrawn or distributed from the 401(k) plan. Our 401(k) plan provides that each participant may contribute up to 90% of his or her pre-tax compensation, up to a statutory limit, which is $23,500 for 2025. Participants who are at least 50 years old can also make “catch-up” contributions, which in 2025 may be up to an additional $7,500 above the statutory limit.  Participants who are aged 60-63 years old can also make “super catch-up” contributions, which in 2025 may be up to an additional $11,500 above the statutory limit.  Under our 401(k) plan, each employee is fully vested in his or her deferred salary contributions. Employee contributions are held and invested by the plan’s trustee, subject to participants’ ability to give investment directions by following certain procedures. We do not currently make discretionary contributions.  Effective January 1, 2021, we make matching contributions to our 401(k) plan with a maximum contribution of $2,500 per employee.  Through December 31, 2024 and 2023, we have made matching contributions of $674,613 and $625,035 respectively, to our 401(k) plan.

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Accounting Considerations

Compensation for share-based awards granted under the company’s equity incentive plans is recognized in accordance with FASB ASC 718. For time-based RSUs, compensation is measured at the grant date and recognized on a straight-line basis over the service or vesting period, which is generally three years for awards under the 2019 Inducement Plan and 2021 Stock Incentive Plan. Forfeitures of awards are recognized as they occur.

Tax Deductibility

We are generally entitled to a U.S. federal income tax deduction with respect to compensation income paid to our service providers, subject to limitation under Section 162(m) of the Code, with respect to compensation in excess of $1 million paid in any one year to each of certain of the company’s current and former executive officers. The compensation committee uses its judgment to authorize compensation payments that may be subject to the limitation on tax deductibility when the compensation committee believes such payments are appropriate and in the best interests of the company and its stockholders.

Pay Versus Performance Disclosure