Opus Genetics (IRD) Proxy filing summary

Executive summary

• The annual meeting is scheduled for April 30, 2025, in a virtual format, with voting open to stockholders of record as of March 24, 2025.

• Key proposals include director elections, auditor ratification, executive compensation, preferred stock conversion, and potential adjournment to solicit more proxies.

• A contested election is underway, with a stockholder group led by former CEO Mina Sooch nominating six candidates; the Board opposes these nominees and recommends voting for its own slate.

• The Board emphasizes the importance of voting using the BLUE proxy card and disregarding any materials from the Sooch Group.

Voting matters and shareholder proposals

• Proposals: (1) Elect nine directors; (2) Ratify Ernst & Young, LLP as auditor for 2025; (3) Approve executive compensation (say-on-pay); (4) Approve conversion of Series A Preferred Stock to Common Stock; (5) Approve adjournment if needed.

• Board recommends voting FOR all its nominees and FOR proposals 2-5.

• Voting is by Internet, telephone, or mail; over-voting invalidates all votes for director nominees.

• Abstentions count as votes against most proposals; broker non-votes have no effect.

Board of directors and corporate governance

• Board consists of nine nominees with expertise in ophthalmology, biotech, finance, and M&A.

• Independent Chair and CEO roles are separated; majority of directors are independent.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, all fully independent.

• Annual board and committee self-evaluations; proactive stockholder engagement, including meetings with major investors.

• No poison pill or stockholder rights plan; stockholders holding 20% can call special meetings.