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 shareholders of record as of March 24, 2025.

• Key proposals include electing nine directors, ratifying the auditor, approving executive compensation, converting Series A Preferred Stock, and potential adjournment to solicit more proxies.

• A contested election is underway, with a stockholder group led by a former CEO nominating six alternative directors; the board opposes these nominees.

• The board recommends voting for its slate of nine nominees and all proposals using the BLUE proxy card.

Voting matters and shareholder proposals

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

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

• The Sooch Group seeks to replace six directors, which could trigger change-in-control provisions in key agreements.

• Voting instructions emphasize using the BLUE proxy card and disregarding any white proxy card from the Sooch Group.

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.

• Annual board and committee self-evaluations, proactive shareholder engagement, and no poison pill or hedging by insiders.

• Recent bylaw amendments enhance shareholder rights, including lowering thresholds for director removal and special meetings.