IRIDEX (IRIX) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 11, 2025, at the principal executive offices in Mountain View, CA.

• Key proposals include director elections, auditor ratification, approval of significant share issuances, charter amendments, equity plan amendments, executive compensation, and meeting adjournment.

• Major transaction with Novel Inspiration International Co., Ltd. involves issuance of Series B Preferred Stock and convertible notes, with potential for significant future equity dilution.

Voting matters and shareholder proposals

• Election of five directors for one-year terms.

• Ratification of BPM LLP as independent auditor for fiscal 2025.

• Approval of issuance of up to 11,857,142 shares to Novel, exceeding 19.99% of outstanding shares, subject to Nasdaq rules.

• Amendment and restatement of the certificate of incorporation to increase authorized common stock from 30M to 100M and modernize governance.

• Amendment to the 2008 Equity Incentive Plan to add 1M shares and extend the plan to 2035.

• Advisory vote on executive compensation (say-on-pay) and on the frequency of future say-on-pay votes (recommended: annual).

• Adjournment proposal to allow further proxy solicitation if needed.

Board of directors and corporate governance

• Board consists of five members, with four independent directors.

• Board committees: Audit, Compensation, Nominating and Governance, and newly created Strategy and Budget Committee.

• Board leadership structure separates CEO and Chairperson roles; Chairperson is independent.

• Board and committees met regularly in 2024; all directors attended at least 75% of meetings.

• Board encourages, but does not require, director attendance at annual meetings.

• Board and committee charters, governance guidelines, and code of ethics are in place.