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 adjournments.

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

• The board emphasizes the importance of shareholder participation and urges use of 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 adjournments if needed.

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

• The Sooch Group seeks to replace six directors, potentially triggering change-in-control provisions.

• Voting instructions stress the importance of not using the Sooch Group's white proxy card.

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.

• Board and committee self-evaluations are conducted annually; proactive shareholder engagement is ongoing.

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