Opus Genetics (IRD) Proxy filing summary

Executive summary

• The annual meeting is scheduled for April 30, 2025, and will be held virtually; stockholders of record as of March 24, 2025, are eligible to vote.

• Key proposals include electing nine directors, ratifying the auditor, approving executive compensation, approving conversion of Series A Preferred Stock, and authorizing adjournments if needed.

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

• The Board highlights recent strategic changes, including a merger with Opus Genetics, Inc., and a shift in leadership and business direction.

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 adjournments to solicit more proxies if needed.

• Board recommends voting FOR all its nominees and FOR proposals 2-5 using the BLUE proxy card.

• If the Sooch Group wins a majority, a change in control could trigger provisions in executive agreements and equity plans.

Board of directors and corporate governance

• Board consists of nine nominees with expertise in biotech, ophthalmology, 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.

• Board and committee self-evaluations are conducted annually; stockholders can act by written consent and call special meetings with 20% ownership.