Opus Genetics (IRD) Proxy filing summary

Executive summary

• A group of significant shareholders, the Restore Value Slate, is soliciting proxies to elect six new independent directors to the board, aiming to replace a majority of the current board at the 2025 annual meeting, citing urgent need for change due to value destruction and governance failures.

• The Restore Value Slate owns approximately 4% of outstanding shares and is advocating for a reconstituted board to enhance value and restore stockholder trust.

• The solicitation is not on behalf of management; the Restore Value Slate urges votes for their six nominees and three unopposed company nominees using the WHITE universal proxy card.

• The Restore Value Slate's five-pillar plan includes streamlining spend, extending cash runway, maximizing RYZUMVI™ globally, refocusing APX3330, and partnering IRD assets.

Voting matters and shareholder proposals

• Proposals include: (1) election of nine directors (six Restore Value Nominees, three unopposed company nominees), (2) ratification of Ernst & Young as auditor, (3) advisory vote on executive compensation, (4) approval of Series A Preferred Stock conversion, and (5) adjournment proposal.

• The Restore Value Slate recommends voting FOR their six nominees and the three unopposed company nominees, FOR auditor ratification, and AGAINST executive compensation, conversion, and adjournment proposals.

• Voting is via a universal proxy card; marking more than nine boxes invalidates the vote.

Board of directors and corporate governance

• The Restore Value Slate criticizes the current board for entrenchment, lack of transparency, and governance practices that restrict shareholder input.

• The board expanded from seven to nine members post-merger, increasing costs and complexity.

• Recent bylaw amendments lowered quorum requirements and imposed procedural hurdles for nominations.

• The Restore Value Slate's nominees bring expertise in biotech, venture capital, healthcare, and finance.