Ocular Therapeutix (OCUL) Proxy filing summary

Executive summary

• 2025 was a transformative year, highlighted by progress in advancing AXPAXLI™, expansion of clinical programs, and a successful $475 million fundraising to support ongoing trials and commercialization efforts.

• Leadership was strengthened under the new CEO, with a refreshed executive team and a focus on long-term value creation and commercial success.

• The company is positioned to fund operations, debt, and capital expenditures into 2028, with anticipated cash inflows from DEXTENZA® and preparation for a potential new drug application for AXPAXLI.

• The board remains committed to pay-for-performance compensation, active shareholder engagement, and leading governance practices.

Voting matters and shareholder proposals

• Election of two Class III directors to serve until the 2029 Annual Meeting.

• Advisory vote to approve named executive officer compensation (say-on-pay).

• Advisory vote on the frequency of future say-on-pay votes.

• Approval of an amendment to the 2021 Stock Incentive Plan to increase shares issuable by 10,000,000.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year 2026.

Board of directors and corporate governance

• Board consists of seven members, divided into three staggered classes, with a majority being independent directors.

• CEO also serves as Executive Chairman; a Lead Independent Director is in place to ensure independent oversight.

• Board committees include audit, compensation, and nominating/governance, all meeting independence requirements.

• Directors are expected to attend at least 75% of meetings and the annual meeting; all did so in 2025.

• Board conducts annual self-evaluations and maintains a stockholder communication process.