Susan K. Benton
INDEPENDENT
DIRECTOR SINCE: November 2020
AGE: 59
COMMITTEES:
• Compensation
• Nominating and Corporate Governance
SKILLS:
✔ Senior Leadership and Operations
✔ Life Science / Biotech
✔ Finance / Capital Management
✔ MA / Strategic Transactions
✔ Ophthalmology
✔ Clinical Development
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Experience and Expertise
Ms. Benton serves as the President for Thea Pharma, Inc. (Thea), a wholly-owned subsidiary of Thea Laboratories, a leading independent ophthalmic pharmaceutical company, a position she has held since August 2019. Ms. Benton also serves on the boards of two privately held ophthalmic companies: Tarsius Pharma Ltd. (since March 2019) and Ripple Therapeutics (since March 2022). From April 2015 through July 2019, she served in a number of key leadership positions at Shire, Inc. (Shire), including Head of MA for Ophthalmology, and played an instrumental role in the expansion of its ophthalmic pipeline. As the Head of New Products at Shire, she led the Ophthalmic Innovation Committee that shaped and executed the growth strategy for the franchise. Before joining Shire, Ms. Benton served in a leadership capacity in Global Business Development for Bausch + Lomb Pharmaceuticals (B+L) from September 2011 through September 2013, where she and the Corporate Development team transacted over ten deals in three years. She was a co-Founder and Chief Commercial Officer for an ophthalmic start-up, Sirion Therapeutics, Inc., and she launched and oversaw the commercialization of Durezol® and Zirgan® before they were sold to Alcon and B+L, respectively. Ms. Benton began her ophthalmic career at B+L in March 1995, where she assumed leadership roles as the Head of Diversified Products and the VP of Professional Sales. During her tenure, she built and staffed a team of 75 sales professionals and she launched B+L’s first ever branded products, Lotemax® and Alrex®, in addition to Optivar® through a co-promote with Muro Pharmaceutical. She has also served as a strategic consultant for more than a dozen start-up ophthalmic companies. Her experience outside of ophthalmology includes roles as the VP of Consumer and Professional Sales for Johnson Johnson’s diabetes franchise, LifeScan, and senior manager roles in Sanofi Pasteur’s vaccine business. Ms. Benton earned her M.B.A from the University of South Florida and a B.S. in Biology from Muhlenberg College.
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Qualifications
•
Ms. Benton has nearly 40 years of experience in the life sciences industry, with 30 years focused in ophthalmology.
• Ms. Benton has significant experience with respect to capital raising and business development, raising $120 million of capital at Sirion Therapeutics (Sirion), and commercializing over 20 products at B+L, Sirion, Shire, JJ, and Thea.
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Ocuphire Pharma, Inc.
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Cam Gallagher
INDEPENDENT CHAIRMAN OF THE BOARD
DIRECTOR SINCE: November 2020
AGE: 54
OTHER PUBLIC BOARDS:
• Zentalis Pharmaceuticals
COMMITTEES:
• Compensation (Chair)
• Nominating and Corporate Governance
SKILLS:
✔ Other Public Company Board
✔ Senior Leadership and Operations
✔ Life Science / Biotech
✔ Finance / Capital Management
✔ MA / Strategic Transactions
✔ Clinical Development
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Experience and Expertise
Mr. Gallagher currently serves as Chair of the Board and has served as member of the Board since November 2020. Prior to that, he served on the Board of Ocuphire Pharma, Inc. prior to its merger with Rexahn Pharmaceutics, Inc. (Private Ocuphire) from January 2019 until November 2020. He serves as Chair of the Company’s compensation committee and as a member of the Company’s nominating and corporate governance committee and audit committee. He co-founded and is currently the President of Zentalis Pharmaceuticals (Nasdaq: ZNTL) and has served as a member of its board of directors since December 2014. He also serves on the board of directors of SelectION (since June 2018), Ray Therapeutics (since March 2021), Healios (since March 2022) and Immusoft Corporation (since December 2022). He previously served as a founding board member of Velos Bio Inc., from October 2017 to December 2020, when the company was acquired by Merck. In addition to his board roles, which included several board committee positions, Mr. Gallagher has served as Chief Business Officer at Immusoft Corporation from March 2019 to December 2022 and at jCyte, Inc. from December 2019 to December 2020. From 2014 to 2016, he was a board member and the Chief Business Officer at RetroSense Therapeutics, LLC, which was acquired by Allergan in 2016. In June 2007, Mr. Gallagher co-founded Nerveda, LLC, a life sciences seed fund, and served as its managing director. Prior to these roles, from 1992 to 2007, he held management positions at Verus Pharma B.V., CV Therapeutics, Inc. and Dura Pharmaceuticals, Inc. Mr. Gallagher holds an M.B.A. from the University of San Diego in 1997 and a B.S. in Business Administration from Ohio University in 1992.
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Qualifications
•
Mr. Gallagher has more than 30 years of experience in the life sciences and biotech industries with a focus on corporate development, finance, marketing, business development and early-stage investing.
• Mr. Gallagher has experience serving on the boards of various U.S. public and private companies.
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Ocuphire Pharma, Inc.
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Dr. George Magrath
CHIEF EXECUTIVE OFFICER
DIRECTOR SINCE: November 2023
AGE: 40
SKILLS:
✔ Senior Leadership and Operations
✔ Life Science / Biotech
✔ Intellectual Property
✔ Academic / Research
✔ Finance / Capital Management
✔ MA / Strategic Transactions
✔ Ophthalmology
✔ Clinical Development
✔ Technology / Cybersecurity
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Experience and Expertise
Dr. George Magrath has served as our Chief Executive Officer since November 2023. Dr. Magrath was previously Chief Executive Officer of Lexitas Pharmaceutical Services, Inc. (Lexitas), a position he served in from February 2021 through September 2023, leading the company’s growth from 35 to over 200 employees and overseeing the sale of the company. Dr. Magrath then served as a consultant to Lexitas from September 2023 through October 2023. Prior to serving in these roles, he served with Lexitas as its Chief Medical Officer from August 2020 to January 2021. Dr. Magrath has also previously served as medical director at Hovione Pharmaceuticals, LLC from August 2015 to August 2020. Dr. Magrath served on the board of directors of Lexitas from August 2021 through September 2023 and as a scientific advisory board member of Line 6 Biotechnology, Inc. from March 2022 to October 2023 and ONO Pharmaceutical Co., Ltd. from November 2019 to January 2023. He is a board observer of Implicit Bioscience (since 2022) and on the advisory board of Foundation Fighting Blindness Translational Research Acceleration Program (since 2022). Dr. Magrath has completed the requirements for the CERT Certificate in Cybersecurity Oversight from Carnegie Mellon University and the National Association of Corporate Directors. Dr. Magrath earned his M.B.A. from The Citadel, his M.D. from Medical University of South Carolina, his M.S. in Applied Economics from Johns Hopkins University and his B.S. in Biological Chemistry from Clemson University. Dr. Magrath is also a co-inventor on two granted patents and has authored over 25 peer-reviewed articles. Dr. Magrath also worked as an equity analyst at Edison Investment Research from 2016 to 2017.
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Qualifications
•
As Chief Executive Officer, Dr. Magrath has key insights and knowledge of the Company’s operations and is a direct connection between senior management and Board.
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James S. Manuso
INDEPENDENT
DIRECTOR SINCE: November 2020
AGE: 75
COMMITTEES:
• Audit
• Nominating and Corporate Governance (Chair)
SKILLS:
✔ Other Public Company Board
✔ Senior Leadership and Operations
✔ Life Science / Biotech
✔ Academic / Research
✔ Finance / Capital Management
✔ MA / Strategic Transactions
✔ Clinical Development
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Experience and Expertise
From July 2011 until October 2013, Dr. Manuso served as Chairman and Chief Executive Officer of Astex Pharmaceuticals, Inc. (Astex), a commercial-stage, international company, before leading the sale of Astex to Otsuka Pharmaceuticals. While at Astex, Dr. Manuso oversaw multiple domestic and international acquisitions. In 2013, he was a Senior Mergers and Acquisitions Advisor to Otsuka Pharmaceuticals executive management. Since 2015, Dr. Manuso has served as chairman and Chief Executive Officer of Talfinium Investments, Inc., an investment entity and financial consultancy. From 2015 until 2018, Dr. Manuso served as President, Chief Executive Officer and Vice Chairman of RespireRx Pharmaceuticals Inc., a Phase 3-ready, clinical-stage respiratory and neurological pharmaceutical company. Since 2018, Dr. Manuso has served as Managing Member of Laurelside LLC, a family office, which he founded. Dr. Manuso has served on the boards of multiple public companies, including, Novelos Therapeutics, Inc. (now Cellectar Biosciences (Nasdaq: CLRB)), Merrion Pharmaceuticals Ltd., Inflazyme Pharmaceuticals, Inc., and Symbiontics, Inc., (sold to BioMarin Pharmaceutical Inc. (Nasdaq: BMRN)). He also served on the boards Quark Pharmaceuticals, Inc. and Montigen Pharmaceuticals, Inc., which he co-founded, Galenica Pharmaceuticals, Inc., Supratek Pharma, Inc., and EuroGen, Ltd. (London, UK), where he served as Chairman. Dr. Manuso was also on the boards of BIO (Biotechnology Innovation Organization) and the Greater San Francisco Bay Area Leukemia Lymphoma Society, where he also served as Vice President. Dr. Manuso previously served as Vice Chair and Head of MA at H.C. Wainwright Co. He currently serves on the board of directors of TuHura Biosciences, Inc., a private immunotherapeutic developer that is reverse-merging into Kintara (Nasdaq: KTRA). Dr. Manuso holds a B.A. with honors in Economics and Chemistry from New York University, a Ph.D. in Experimental Psychology and Genetics from the New School University, and an Executive M.B.A. from Columbia Business School. Dr. Manuso is the author of a pharmaceutical patent and over 30 articles, chapters, and books. He has served on the adjunct faculties of the business schools of Columbia University and New York University.
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Qualifications
•
Dr. Manuso has over 25 years of experience in the biopharmaceutical industry in finance, business development, mergers acquisitions and executive management.
• Dr. Manuso has experience as a member of the boards of directors of multiple private and public pharmaceutical companies, both domestic and foreign.
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Ocuphire Pharma, Inc.
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Dr. Jay Pepose
DIRECTOR SINCE: June 2021
AGE: 69
SKILLS:
✔ Senior Leadership and Operations
✔ Life Science / Biotech
✔ Intellectual Property
✔ Academic Research
✔ MA / Strategic Transactions
✔ Ophthalmology
✔ Clinical Development
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Experience and Expertise
Dr. Pepose is a board-certified ophthalmologist, trained at the Wilmer Institute of the Johns Hopkins Hospital with subspeciality training at Georgetown University, specializing in cataract, corneal, and refractive surgery. He is Medical Director of the Pepose Vision Institute, MidAmerica Surgery Center and Midwest Laser Center, all three of which he founded in 1999. In October 2019, these entities were acquired by the Firmament PE group, along with a number of other regional and national ophthalmology practices. Since the acquisition, Dr. Pepose has served as a board member and President of Midwest Vision Partners, the midwest division of Vision Integrated Partners (VIP). VIP is Firmament’s management company, servicing a national consortium of practices and ambulatory surgery centers located in Missouri, Illinois, Ohio, Florida and California. Dr. Pepose is also President of Midwest Vision Research Foundation, a non-profit clinical research organization that conducts ophthalmic clinical trials. He also is a co-founder and board member of 911 Vision Foundation, a non-profit charity that provides free LASIK surgery for first responders in the greater St. Louis area. Dr. Pepose has served as Chief Medical Advisor and Scientific Advisor of numerous companies, including Acufocus, BRIM Biotech, Mimetogen, OKYO Pharma, and Stuart Therapeutics, and has presented on behalf of many ophthalmic and pharmaceutical companies for FDA panel reviews, resulting in device approvals and new drug applications. Dr. Pepose holds multiple patents related to ophthalmic pharmaceuticals and devices and has worked with numerous companies in developing their intellectual property assets and strategy. Dr. Pepose holds an M.D. and a Ph.D. in Immunology and Virology from UCLA School of Medicine, where he graduated Alpha Omega Alpha. Dr. Pepose has published over 250 peer reviewed articles as well as book chapters and a textbook. He has been awarded several prestigious awards, including the Cogan Award from the Association for Research in Vision and Ophthalmology (ARVO), the Lifetime Achievement Award from the American Academy of Ophthalmology, and the Distinguished Alumnus Award from the Wilmer Institute at the Johns Hopkins Hospital. Additionally, Dr. Pepose has been elected to membership in the American Ophthalmological Society. He is currently a Professor of Clinical Ophthalmology and Visual Sciences at Washington University School of Medicine, where he formerly held the Bernard Becker Chair.
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Qualifications
•
Dr. Pepose is a leading consultant for the ophthalmic pharmaceutical and device industry, with more than 30 years of consulting experience with global companies, Including Bausch + Lomb Pharmaceuticals, Johnson Johnson Vision, Sun Pharma, and Thea Pharma.
• Dr. Pepose has vast experience in the life sciences industry, including a deep focus in ophthalmology. Dr. Pepose has been recognized in Castle Connelly Top Doctors and Best Doctors in America for the past 30 consecutive years.
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Ocuphire Pharma, Inc.
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Richard Rodgers
INDEPENDENT
DIRECTOR SINCE: November 2020
AGE: 57
OTHER PUBLIC BOARDS:
• Ardelyx, Inc.
• Novavax, Inc.
• Sagimet Biosciences, Inc.
COMMITTEES:
• Audit (Chair)
• Compensation
SKILLS:
✔ Other Public Company Board
✔ Senior Leadership and Operations
✔ Life Science / Biotech
✔ Finance / Capital Management
✔ Accounting
✔ MA / Strategic Transactions
✔ Clinical Development
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Experience and Expertise
Richard Rodgers previously served as Interim Chief Executive Officer and President of the Company from April 2023 to November 2023. Mr. Rodgers previously served as a member of the board of directors of Rexahn from 2014 until November 2020. Mr. Rodgers currently serves on the boards of directors of Ardelyx, Inc., Novavax, Inc., and Sagimet Biosciences, Inc., including as the Chair of the audit committee and member of the compensation committee for Ardelyx and Novavax. Mr. Rodgers was previously Executive Vice President, Chief Financial Officer, Secretary and Treasurer of TESARO, Inc., an oncology-focused biopharmaceutical company that he co-founded, from March 2010 until August 2013. He served as the Senior Vice President and Chief Financial Officer from June 2009 to February 2010 of Abraxis BioScience, Inc. which was subsequently acquired by Celgene Corporation. Prior to that, Mr. Rodgers served as Senior Vice President, Controller and Chief Accounting Officer of MGI PHARMA, INC., from 2004 until its acquisition by Eisai Co., Ltd. in January 2008. He has held finance and accounting positions at several private and public companies, including Arthur Andersen. Mr. Rodgers holds a Bachelor of Science degree in Financial Accounting from St. Cloud State University and a Master of Business Administration in Finance from the University of Minnesota, Carlson School of Business.
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Qualifications
•
Mr. Rodgers has an extensive financial background and life sciences industry experience.
• Mr. Rodgers has experience serving on other boards of directors of publicly traded companies.
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VOTE
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE
“
FOR
’
’ THE ELECTION OF EACH OF THE NOMINATED DIRECTORS.
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Ocuphire Pharma, Inc.
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Board Leadership Structure
Mr. Gallagher serves as the independent Chair of the Board. The Board believes that separation of the positions of Chair and Chief Executive Officer reinforces the independence of the Board from management, creates an environment that encourages objective oversight of management’s performance, and enhances the effectiveness of the Board as a whole, and has concluded that our current board leadership structure is appropriate at this time. However, our Board has the flexibility to combine or separate the positions of Chair and Chief Executive Officer and to appoint a lead director in accordance with its determination that utilizing one or the other structure would be in the best interests of the Company. The Board will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate.
Director Independence
The Board has determined that each director currently qualifies as an “independent director” as defined under the applicable rules and regulations of the SEC and the listing requirements and rules of Nasdaq, except Dr. Magrath, the Company’s Chief Executive Officer, and Dr. Pepose, a director on the Board and consultant of the Company. In making such independence determinations, the Board considers the current and prior relationships that each non-employee director has with the Company and all other facts and circumstances that the Board deems relevant in determining each non-employee director’s independence, including the participation by the Company’s non-employee directors, or their affiliates, in certain financing transactions and the beneficial ownership of the Company’s Common Stock by each non-employee director.
Size of the Board
The Board currently consists of seven directors. If a vacancy on the Board occurs or the Board increases in size, the Board and its nominating and corporate governance committee will actively seek individuals that satisfy its criteria for membership on the Board, and may rely on multiple sources for identifying and evaluating potential nominees, including referrals from our current directors and management and independent search firms.
Board Diversity
The table below provides information regarding certain diversity attributes of our Board members and nominees as of April 29, 2024, with categories as set forth by Nasdaq Listing Rule 5605(f):
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Board Diversity Matrix
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Total Number of Directors: 7
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Director Race / Ethnicity
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Female
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Male
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White
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1
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6
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The nominating and corporate governance committee does not have a formal policy regarding gender and racial/ethnic diversity, although this diversity is taken into account when evaluating director candidates. The nominating and corporate governance committee intends to seek opportunities to increase the Board’s diversity in particular with any new appointments made in connection with regular director turnover.
Board Structure and Committees
The Board has established an audit committee, a compensation committee and a nominating and corporate governance committee. Each of these committees operates under a written charter approved by the Board that satisfies applicable SEC and Nasdaq standards. From time to time, the Board may establish other committees to facilitate the management of our business. Each committee’s charter is available under the “
Investors — Corporate Governance
” section of our website at
www.ocuphire.com
. The reference to our website address does not constitute incorporation by reference of the information contained at or available through our website.
The Board meets regularly throughout the year. During fiscal year 2023, the Board held ten meetings. Each director attended at least 75% of the aggregate number of meetings of the Board and the committees on which each served during the period of his or her service in 2023. The independent members of the Board also meet separately in executive sessions to discuss such matters as the independent directors consider appropriate. We encourage our directors to attend the Company’s annual meetings of stockholders.
The following table details certain basic information of our directors and the composition of our standing Board committees, including the number of meetings held by the full Board and each of its committees during the year ended December 31, 2023:
Directors and Board Committee Memberships
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Director Name
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Nominating and Corporate
Governance Committee
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Independent Directors
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Cam Gallagher,
Chair of the Board
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Chair
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Member
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Sean Ainsworth
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Member
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Member
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Susan Benton
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Member
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Member
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James Manuso
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Member
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Chair
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Dr. Jay Pepose
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Richard Rodgers
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Chair
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Member
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Executive Directors
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Dr. George Magrath,
Chief Executive Officer
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Meetings Held During 2023
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4
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6
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5
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Audit Committee Matters
The audit committee reviews with management and the Company’s independent public accountants the Company’s financial statements, the accounting principles applied in their preparation, the scope of the audit, any comments made by the independent accountants upon the financial condition of the Company and its accounting controls and procedures and such other matters as the audit committee deems appropriate. More specifically, the responsibilities of the audit committee include the following:
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appointing or replacing and overseeing the Company’s independent auditors and approving all audit engagement fees and terms;
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preapproving all audit (including audit-related) services, internal control-related services and permitted non-audit services (including fees and terms thereof) to be performed for the Company by its independent auditors;
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reviewing and discussing with management and independent auditors’ significant issues regarding accounting and auditing principles and practices and financial statement presentations;
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reviewing and approving procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by our employees of concerns regarding accounting or auditing matters; and
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reviewing and overseeing compliance with legal and regulatory requirements.
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The audit committee currently consists of three directors: Mr. Rodgers (as Chair), Mr. Ainsworth and Mr. Manuso. The Board has determined that each of Mr. Rodgers, Mr. Ainsworth and Mr. Manuso is “independent” under Nasdaq independence standards. Additionally, the Board has determined that each of Mr. Rodgers, Mr. Ainsworth and Mr. Manuso qualifies as an “audit committee financial expert” as that term is defined in rules promulgated by the SEC. The designation of an “audit committee financial expert” does not impose upon such persons any duties, obligations or liabilities that are greater than those generally imposed on each of them as a member of the audit committee and the Board, and such designation does not affect the duties, obligations or liabilities of any other member of the audit committee or the Board.
Compensation Committee
The compensation committee oversees policies relating to compensation and benefits of our officers and employees. More specifically, the responsibilities of the compensation committee include the following:
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reviewing and recommending the compensation and other terms of employment of the Company’s Chief Executive Officer and of other executive officers and senior management positions;
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reviewing and making recommendations with respect to the compensation and benefits for the Company’s non-employee directors, including through equity-based plans;
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evaluating the performance of the Company’s chief executive officer and other senior executives and assisting the Board in developing and evaluating potential candidates for executive positions; and
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administering the incentive compensation, deferred compensation and equity-based plans pursuant to the terms of the respective plans.
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The compensation committee currently consists of four directors: Mr. Gallagher (as Chair), Mr. Ainsworth, Ms. Benton and Mr. Rodgers. To qualify as independent to serve on the Company’s compensation committee, the listing standards of Nasdaq require a director not to accept any consulting, advisory, or other compensatory fee from the Company, other than for service on the Board,
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and that the Board consider whether a director is affiliated with the Company and, if so, whether such affiliation would impair the director’s judgment as a member of the Company’s compensation committee. The Board has concluded that each of Mr. Gallagher, Mr. Ainsworth, Ms. Benton and Mr. Rodgers qualifies as “independent” under applicable rules and regulations of Nasdaq and the SEC.
The compensation committee may form and delegate authorities to subcommittees as appropriate, including, but not limited to, a subcommittee composed of one or more members of the Board or officers of the Company to grant stock awards under the Company’s equity incentive plans.
To fulfill its responsibilities, the compensation committee has the authority to retain and obtain advice from advisors. For 2023, the compensation committee hired Anderson Pay Advisors, LLC (“Anderson”) to serve as an independent compensation advisor. The compensation committee worked with Anderson and the Company’s executive management team to make final decisions regarding the design of the programs used to compensate the Company’s executive officers and directors in a manner which is consistent with the Company’s compensation objectives. Prior to engaging Anderson, the compensation committee considered and assessed Anderson’s independence. To ensure Anderson’s continued independence and to avoid any actual or apparent conflict of interest, the compensation committee regularly, but not less than annually, considers Anderson’s independence and does not permit Anderson to be engaged to perform any services to us beyond those services provided to the compensation committee. The compensation committee has sole authority to select, retain or terminate its executive compensation consultants and to approve their fees and other retention terms.
Nominating and Corporate Governance Committee
The nominating and corporate governance committee reviews, evaluates and seeks out candidates qualified to become Board members. More specifically, the responsibilities of the nominating and corporate governance committee include the following:
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reviewing, evaluating and seeking out candidates qualified to become members of the Board;
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reviewing committee structure and recommending directors for appointment to committees;
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developing, reevaluating (not less frequently than every three years) and recommending the selection criteria for board and committee membership;
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establishing procedures to oversee evaluation of the board, its committees, individual directors and management; and
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developing and recommending guidelines on corporate governance.
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When evaluating potential nominees to serve on the Board, the nominating and corporate governance committee seeks individuals with a diversity of experience, including scientific, business, financial and academic backgrounds, and examines a candidate’s skills, expertise, diversity attributes, age, personal and professional integrity, character, business judgment, time availability, dedication, independence, potential conflicts of interest and such other relevant factors that the committee considers appropriate in the context of the needs of the Board. Director candidates may be submitted by directors, officers, employees, stockholders and others for recommendation to the Board. In fulfilling this responsibility, the Company’s nominating and corporate governance committee also consults with the Board and the Chief Executive Officer concerning director candidates. Candidates recommended by stockholders will be considered using the same criteria as it does in evaluating candidates submitted by other sources. Any such suggestions should be submitted to the Secretary, 37000 Grand River Avenue, Suite 120, Farmington Hills, Michigan 48335. If the Company receives such a suggestion, the Company may request additional information from the candidate to assist in its evaluation.
The nominating and corporate governance committee currently consists of three directors: Mr. Manuso (as Chair), Ms. Benton and Mr. Gallagher, each of whom qualifies as “independent” under applicable rules and regulations of Nasdaq and the SEC.
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Role of the Board in Risk Oversight
The Board administers its role in the oversight of risk directly through the Board as a whole, as well as through various standing committees of the Board that address risks inherent in their respective areas. Risk assessment and oversight are an integral part of our governance and management processes. Throughout the year, senior management reviews significant risks with the Board at regular board meetings as part of management presentations and presents the steps taken by management to mitigate or eliminate such risks.
As part of the Board’s risk oversight function, the Board:
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reviews and approves the Company’s annual business plan;
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reviews business developments, business plan implementation updates and financial results; and
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reviews a summary of significant risks and opportunities at regular meetings of the Board with management, including cybersecurity risk, human capital management risk, risks with the development and use of new technologies, and risks relating to environmental and social issues.
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The audit committee oversees our major financial risk exposures and the steps our management team has taken to monitor and control these exposures. Our audit committee also monitors compliance with legal and regulatory requirements, oversees risk management associated with the Company’s information technology and data security and considers and approves or disapproves any related person transactions. Our nominating and corporate governance committee monitors the effectiveness of our corporate governance practices and of the Board. Our compensation committee assesses and monitors whether any of our compensation policies and programs have the potential to encourage excessive risk-taking.
For more information on our management of cybersecurity risks, please refer to Item 1C, “Cybersecurity,” in our Annual Report on Form 10-K for the year ended December 31, 2023.
Code of Business Conduct and Ethics
Our Board has adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including our Chief Executive Officer and other executive officers. The code of business conduct and ethics is available on our website,
www.ocuphire.com
, under “
Investors - Corporate Governance
.” We intend to disclose future amendments to certain provisions of our code of business conduct and ethics, or waivers of these provisions in public filings.
Corporate Governance Guidelines
We have adopted Corporate Governance Guidelines to assist the Board in carrying out its oversight responsibilities and to serve the best interests of the Company and our stockholders. Our Corporate Governance Guidelines are intended to serve as a flexible framework for the conduct of the Board’s operations and are available on our website,
www.ocuphire.com
, under “
Investors - Corporate Governance
.”
Prohibition of Hedging
The Company’s Insider Trading and Compliance Policy prohibits all directors, officers, employees, and certain contractors from engaging in hedging transactions including short sales; transactions in put or call options, hedging or monetization transactions; or other inherently speculative transactions with respect to the securities of the Company at any time.
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Communications with Directors
Stockholders and interested parties who wish to communicate with our Board, non-management members of our Board as a group, or a specific member of our Board (including our Chair) may do so by letter addressed to the attention of our Secretary, Ocuphire Pharma, Inc., 37000 Grand River Avenue, Suite 120, Farmington Hills, Michigan 48335.
All communications by letter addressed to the attention of our Secretary will be reviewed by the Secretary and provided to the members of the Board unless such communications are unsolicited items, sales materials and other routine items and items unrelated to the duties and responsibilities of the Board or are otherwise determined to be frivolous, irrelevant, threatening, illegal or similarly unsuitable.
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Certain Relationships and
Related-Party Transactions
There have been no transactions since January 1, 2022 to which the Company has been a participant in which the amount involved exceeded or will exceed the lesser of $120,000 or 1% of the average of the Company’s total assets at year-end for the last two completed fiscal years, and in which any of our directors, executive officers or holders of more than five percent of our capital stock, or any members of their immediate family, had or will have a direct or indirect material interest, other than compensation arrangements which are described elsewhere in this proxy statement.
Policies and Procedures for Transactions with Related Parties
To assist the Company in complying with its disclosure obligations and to enhance the Company’s disclosure controls, the Board has a formal written policy regarding related person transactions. A “related person” is a director, officer, nominee for director or a more than 5% stockholder (of any class of the Company’s voting stock) since the beginning of the Company’s last completed fiscal year, and their immediate family members. A related person transaction is any transaction or any series of transactions in which the Company was or is to be a participant, the amount involved exceeds the lesser of $120,000 or 1% of the average of the Company’s total assets at year-end for the last two completed fiscal years, and in which any related person had or will have a direct or indirect material interest. The audit committee or the independent directors of the Board review such proposed business transactions to ensure that the Company’s involvement in such transactions is on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third party and is in the best interests of the Company and its stockholders.
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Ocuphire Pharma, Inc.
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21
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Non-Employee Director Compensation
Our Board has adopted a non-employee director cash and equity compensation plan. Under the policy for 2023, the Company pays each of its non-employee directors a cash stipend for service on the Board and, if applicable, on the audit committee, compensation committee and nominating and corporate governance committee.
Each of the Company’s non-employee directors receives an additional stipend for service as the chair of the audit committee, compensation committee or nominating and corporate governance committee or service as the non-executive chair. Directors may elect to receive stock in lieu of their cash fees. In 2023, the Company amended and restated its director compensation program to (i) increase the annual stipends for service as a member of the Board, as a member or chair of a Board committee, or as the non-executive chair, and (ii) provide for the initial and annual equity awards to be granted 40% in the form of stock options and 60% in the form of restricted stock units, and for the size of such grants to be expressed in dollar amounts rather than shares. The stipends payable to each non-employee director for service in 2023 on the Company’s Board are as follows:
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|
|
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Member
Annual Service
Stipend
(1)
|
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Chair
Annual Service
Stipend
(1)
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Board of directors
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|
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$42,000
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|
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$36,750
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Audit committee
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10,000
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20,000
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Compensation committee
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7,500
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15,000
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Nominating and corporate governance committee
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5,000
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10,000
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Lead Independent Director
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20,000
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—
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(1)
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Chairs of each committee do not receive a stipend for being a member of the applicable committee.
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Additionally, in October 2023, the Board approved the creation of a transition committee consisting of Richard Rodgers and Dr. Jay Pepose. Each member received a grant of 35,000 restricted stock units, which vest on the first anniversary of the grant date, and a monthly cash retainer of $25,000.
Upon the election or appointment of any new non-employee director, such new director will be entitled to receive equity awards with a grant date fair value of $180,000 on the date of his or her initial election or appointment, and each non-employee director is automatically granted equity awards with target value of $90,000 at the close of business on the date of each annual meeting, with the number of shares subject to such awards determined based on the average stock price over the 30 days preceding the grant date. Such equity awards will consist of 40% stock options, and 60% restricted stock units. In addition, pursuant to a consulting arrangement with the Company, Dr. Pepose serves as the Company’s Chief Medical Advisor and was paid a monthly consulting fee of $25,000 for his services in such role. Dr. Pepose was also granted stock options with respect to 33,291 shares in January 2023, which vested with respect to 8,322 shares on January 10, 2024 and is scheduled to vest in twelve equal quarterly installments thereafter with respect to the remaining shares subject to the award.
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Ocuphire Pharma, Inc.
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22
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The following table provides compensation information for the fiscal year ended December 31, 2023 for each non-employee member of the Board other than Mr. Rodgers. Mr. Rodgers served as our Interim Chief Executive Officer from April 19, 2023 to November 1, 2023 and his compensation for 2023 is reflected in the “2023 Summary Compensation Table” below. Other than with respect to Mr. Rodgers, employees who serve on the Board do not receive additional compensation for their service and, accordingly, neither Dr. Magrath nor Ms. Sooch received compensation for their services on the Board. Please see the “2023 Summary Compensation Table” below for the compensation that Dr. Magrath and Ms. Sooch received for their services as executive officers of the Company during 2023.
2023 Director Compensation
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Name
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Fees Earned or
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Stock
|
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Option
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All Other
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Cam Gallagher
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104,558
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42,038
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28,024
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—
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174,620
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Sean Ainsworth
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79,500
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42,038
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28,024
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—
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149,562
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James Manuso
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69,041
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57,741
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28,024
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—
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154,806
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Susan Benton
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54,500
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52,817
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28,024
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—
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135,341
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Dr. Jay Pepose
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92,000
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150,321
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119,779
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300,000
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662,100
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(1)
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The amounts in this column represent the fees earned or paid in cash for services as a director, including annual retainer, committee chairmanship, non-executive chair fees and transition committee fees for Dr. Pepose. For 2023, Mr. Manuso received 21,363 shares of Common Stock in lieu of $69,041 of cash fees earned, Ms. Benton received 17,320 shares of Common Stock in lieu of $54,500 of cash fees earned, and Dr. Pepose received 13,481 shares of Common Stock in lieu of $42,000 of cash fees earned.
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(2)
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The amounts reported reflect the aggregate grant date fair value of restricted stock units granted to Ocuphire’s non-employee directors during 2023, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation (“ASC 718”) based on the Company’s stock price on the date of grant. The amounts reported for Mr. Manuso, Ms. Benton and Dr. Pepose also include $15,703, $10,779 and $7,833, respectively, representing the difference between the grant date fair value of the shares of Common Stock they received in lieu of foregone cash fees and the amount of such cash fees. As of December 31, 2023, our non-employee directors held restricted stock units with respect to the following number of shares of Common Stock: Mr. Gallagher, 10,976; Mr. Ainsworth, 10,976; Mr. Manuso, 10,976; Ms. Benton, 10,976; and Dr. Pepose, 45,976.
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(3)
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The amounts reported in this column represent the aggregate grant date fair values of the stock options granted to Ocuphire’s non-employee directors during 2023, computed in accordance with ASC 718. Assumptions applicable to these valuations can be found in Note 6 of the Notes to Consolidated Financial Statements - Stock-Based Compensation contained in the Ocuphire Pharma, Inc. Annual Report on Form 10-K for the year ended December 31, 2023. As of December 31, 2023, our non-employee directors held options with respect to the following number of shares: Mr. Gallagher, 143,127; Mr. Ainsworth, 143,127; Mr. Manuso, 143,127; Ms. Benton, 99,639; and Dr. Pepose, 197,721.
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(4)
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The amount reported for Dr. Pepose represents consulting fees paid to him for his services as Chief Medical Advisor pursuant to his consulting agreement.
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Consulting Agreement with Dr. Jay Pepose
On April 8, 2022, the Company entered into a consulting agreement with Dr. Jay Pepose, a director of the Company, which was subsequently amended on September 19, 2022, December 1, 2022, and January 1, 2024 (as amended, the “Original Consulting Arrangement”). The Original Consulting Arrangement provided for a monthly retainer of $25,000 paid in cash by the Company to Dr. Pepose, with the exception of the final month of its term, for which Dr. Pepose received a retainer of $49,000. Additionally, on April 8, 2022, in connection with the Original Consulting Arrangement, Dr. Pepose received a stock option grant for 50,000 options, 25% of which vested on March 31, 2023 and the remainder vesting in equal monthly installments over 36 months, with acceleration of such options upon certain termination events three months prior or 12 months following a change in control. The Original Consulting Arrangement expired on March 31, 2024.
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On April 11, 2024, the Company entered into a new consulting agreement with Dr. Pepose (the “New Consulting Arrangement”), pursuant to which Dr. Pepose agreed to provide further services for the Company. The term of the New Consulting Arrangement began on April 11, 2024 and continues until its expiration on April 11, 2025. The New Consulting Arrangement provides for a monthly retainer of $39,583 in cash paid by the Company to Dr. Pepose. Additionally, on April 11, 2024, in connection with the New Consulting Arrangement, Dr. Pepose received a grant of 32,000 restricted stock units and an option to purchase 48,000 shares of the Company’s Common Stock.
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Ocuphire Pharma, Inc.
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24
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2024 Proxy Statement
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Proposal No. 2
Ratification of Independent
Registered Public
Accounting Firm
The audit committee has appointed EY as the independent registered public accounting firm to audit the Company’s financial statements for the year ending December 31, 2024.
The financial statements of the Company as of and for the years ended December 31, 2023 and 2022 were audited by EY. We expect that representatives of EY will be present at the Annual Meeting and will be available to respond to appropriate questions.
At the Annual Meeting, the stockholders are being asked to ratify the appointment of EY as our independent registered public accounting firm for the fiscal year ending December 31, 2024. Our Board is submitting the selection of EY to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. If this proposal does not receive the affirmative approval of a majority of the votes present in person or by proxy and entitled to vote on the proposal, the Board would reconsider the appointment. Even if our stockholders ratify the selection, our Board, in its discretion, may appoint another independent registered public accounting firm at any time during the year if the Board believes that such a change would be in our best interests and the interests of our stockholders.
VOTE
Our Audit Committee and Board of Directors recommend a vote
“FOR”
the approval of Proposal No. 2.
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Service Fees Paid to the Independent Registered Public Accounting Firm
The following table shows the fees for professional services rendered to us by EY for services in respect of the fiscal years ended December 31, 2023 and 2022, which were approved by the audit committee in accordance with its established policies and procedures.
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Fee Category
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Audit fees
(1)
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$463,750
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$393,581
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Audit-related fees
(2)
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—
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—
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Tax fees
(3)
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|
—
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|
|
—
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|
All other fees
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|
|
—
|
|
|
—
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|
Total fees
|
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|
$463,750
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$393,581
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(1)
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Audit fees include fees for professional services provided by EY in connection with the annual audit of our consolidated financial statements, review of our quarterly consolidated financial statements, and related services that are typically provided in connection with registration statements and other SEC filings.
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(2)
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Audit-related fees include fees billed for assurance and related services reasonably related to the performance of the audit or reviews of our consolidated financial statements that are not included as audit fees. There were no such fees incurred during the years ended December 31, 2023 or 2022.
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(3)
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Tax fees include fees for tax compliance, advice and planning. There were no such fees incurred during the years ended December 31, 2023 or 2022.
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Our audit committee is responsible for pre-approving all audit and permitted non-audit and tax services provided by the independent registered public accounting firm.
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Ocuphire Pharma, Inc.
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26
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2024 Proxy Statement
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The information contained in the following report is not considered to be “soliciting material,” “filed” or incorporated by reference in any past or future filing by us under the Securities Exchange Act of 1934 or the Securities Act of 1933 unless and only to the extent that we specifically incorporate it by reference.
The audit committee has reviewed and discussed with our management and EY our audited consolidated financial statements as of and for the fiscal year ended December 31, 2023. The audit committee has discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC.
The audit committee has received and reviewed the written disclosures and the letter from EY required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the audit committee concerning independence, and has discussed with EY its independence.
Based on the review and discussions referred to above, the audit committee recommended to the Board that the audited financial statements be included in our company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for filing with the SEC.
Audit Committee:
Richard Rodgers
James S. Manuso
Sean Ainsworth
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The following table provides the name, age and position(s) of each of our executive officers:
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Name
|
|
|
Age
|
|
|
Position(s)
|
|
Dr. George Magrath
|
|
|
40
|
|
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Chief Executive Officer
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Joseph Schachle
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|
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59
|
|
|
Chief Operating Officer
|
|
Nirav Jhaveri
|
|
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46
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|
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Chief Financial Officer
|
|
Ash Jayagopal
|
|
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42
|
|
|
Chief Scientific and Development Officer
|
|
Bernhard Hoffmann
|
|
|
68
|
|
|
Senior Vice President of Corporate Development
|
|
Amy Rabourn
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|
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44
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|
|
Senior Vice President of Finance
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Dr. George Magrath
For Dr. Magrath’s biographical information, see “
Proposal No. 1 - Election of Directors.
”
Joseph Schachle
Mr. Schachle was appointed to Chief Operating Officer in November 2023. Prior to joining the Company, Mr. Schachle was Chief Operating Officer of Opus Genetics, Inc., a position he served in from October 2021 through March 2023 (where, following his service as Chief Operating Officer, he served as a consultant to Opus Genetics, Inc. from April 2023 through December 2023). Prior to serving in these roles, he served with Grifols, S.A., a global healthcare company and leading manufacturer of plasma-derived medicines, as its Vice President of Global Commercial Services Controlling from August 2017 to February 2020 and its Vice President of Customer Experience Enablement from March 2020 to September 2021. Mr. Schachle earned his Master of Business Administration from Old Dominion University and his Bachelor of Business Administration in Marketing from James Madison University.
Nirav Jhaveri
Mr. Jhaveri was appointed to Chief Financial Officer in February 2024. Prior to joining the Company, Mr. Jhaveri served as the Chief Financial Officer of Insilico Medicine, a position he held from September 2021 through February 2024. Prior to that, Mr. Jhaveri had served in various financial management positions in the life sciences industry, and held roles in equity research at Citigroup and investment banking at Bank of America. He earned his B.A. in Chemistry and Economics and the University of Pennsylvania and his M.B.A from New York University’s Stern School of Business. Mr. Jhaveri is a CFA charterholder.
Ash Jayagopal
Dr. Jayagopal has served as Chief Scientific and Development Officer since his appointment on February 14, 2024. Prior to joining the Company, he served as the Chief Scientific Officer of Opus Genetics, Inc. (Opus) beginning in 2021. In this role he had scientific and clinical leadership responsibility for Opus’ retinal gene therapy portfolio, including management of discovery, manufacturing, nonclinical development, and clinical development functions. Prior to Opus, he was Executive Director of Discovery Medicine at
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Kodiak Sciences Inc. from 2019 to 2021 where he supervised early-stage portfolio development, and prior to that served as the Head of Molecular Pharmacology and Biomarkers in Ophthalmology at Roche from 2015 to 2019. His accomplishments at Roche included leadership of teams conducting discovery and IND-enabling studies, including the FDA-approved therapeutic for retinal vascular disease, Vabysmo® (trademark of Genentech, Inc.), the first bispecific antibody in ophthalmology. Prior to his career in industry, Dr. Jayagopal served as an Assistant Professor and NIH-funded Principal Investigator at the Vanderbilt Eye Institute, Vanderbilt University Medical Center. Dr. Jayagopal holds a Ph.D. in Biomedical Engineering from Vanderbilt University and an M.B.A. from the Kelley School of Business at Indiana University. An author on over 40 peer-reviewed publications, Dr. Jayagopal has been awarded the Roche Key Contributor Award, the Dolly Green Special Scholar Award from Research to Prevent Blindness, and a Junior Faculty Award from the American Diabetes Association. Dr. Jayagopal is a Fellow of the Association for Research in Vision and Ophthalmology (ARVO) as well as a Fellow and the President of the Association for Ocular Pharmacology and Therapeutics (AOPT). He serves on the Innovation Advisory Council for Foundation Fighting Blindness and the Editorial Board of Journal of Ocular Pharmacology and Therapeutics.
Bernhard Hoffmann
Mr. Hoffmann has served as Senior Vice President of Corporate Development of the Company since January 2023, and prior to that as Vice President of Corporate Development and Finance of the Company and of Private Ocuphire since its founding in February 2018. Previously, he served as an advisor to the founders of Ocularis from 2008 to February 2018 related to raising capital and evaluating possible strategic transactions for the company. Since 2004, Mr. Hoffmann has served as a financial and strategic advisor to emerging pharmaceutical development companies, including SynDevRx, Inc., a pioneer in the field of metabo-oncology. Prior to that, he served as a Director at Prudential Vector Healthcare Group from 1996 to 2001 and as Chief Financial Officer and Managing Director, Investment Banking, of EHS Securities, LLC from 2001 to 2003. In both roles, Mr. Hoffmann managed numerous private placements, initial public offerings and follow-on offerings, as well as strategic and license transactions. Previously, Mr. Hoffmann gained extensive experience in corporate finance and merger and acquisition transactions and managed capital markets relationships at Goldman Sachs and Credit Suisse First Boston. Mr. Hoffmann earned his undergraduate degree in English from Dartmouth College and his M.B.A from the Tuck School of Business.
Amy Rabourn
Ms. Rabourn was promoted to Senior Vice President of Finance in January of 2023 and served as Vice President of Finance of the Company since November 2020. Ms. Rabourn has over twenty years of finance and accounting experience, including public company experience, with a focus on life sciences. Prior to her roles with the Company, she served as Director of Finance at Gemphire Therapeutics, Inc. (Gemphire) from December 2014 through December 2019, which merged with NeuroBo Pharmaceuticals, Inc. (NeuroBo) in December of 2019. Ms. Rabourn implemented processes and procedures that supported Gemphire through private fund raising and its initial public offering in August of 2016. She oversaw daily financial transactions, performed budgeting and forecasting, and managed the financial reviews and audit, SEC filings and tax preparation. After Gemphire’s merger with NeuroBo, she continued as a consultant to NeuroBo in the same role as it transitioned to public company status. Prior to Gemphire, she held a position as Controller of a software start-up, performed financial consulting in the life sciences space and worked in various finance positions at Pfizer. She is a licensed CPA with public accounting experience from PricewaterhouseCoopers, LLP where she worked in the audit practice. Ms. Rabourn is a graduate of the University of Michigan where she earned a MAcc (Master of Accounting) and B.B.A. with a Finance and Accounting concentration.
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Overview
The following is a discussion and analysis of compensation arrangements of our named executive officers. Because we qualify as a “smaller reporting company” under the SEC rules, we have elected to prepare this Proxy Statement and other annual and periodic reports as a “smaller reporting company” consistent with rules of the SEC. Under the scaled disclosure obligations applicable to smaller reporting companies, we are not required to provide, among other things, a Compensation Discussion and Analysis and certain other tabular and narrative disclosures relating to executive compensation.
The following individuals were our named executive officers for 2023:
|
•
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Dr. George Magrath, Chief Executive Officer;
(1)
|
|
•
|
Amy Rabourn, Senior Vice President of Finance;
|
|
•
|
Bernhard Hoffmann, Senior Vice President of Corporate Development;
|
|
•
|
Ronil Patel, Chief Business Officer;
|
|
•
|
Mina Sooch, Former Chief Executive Officer and President;
(2)
and
|
|
•
|
Richard Rodgers, Director and Former Interim Chief Executive Officer and President.
(3)
|
|
(1)
|
Dr. Magrath was appointed as Chief Executive Officer of the Company, effective November 1, 2023.
|
|
(2)
|
Ms. Sooch separated from the Company, effective April 19, 2023.
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|
(3)
|
Mr. Rodgers is a member of the Board and served as Interim Chief Executive Officer and President from April 19, 2023 to November 1, 2023.
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Ocuphire Pharma, Inc.
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2023 Summary Compensation Table
The following table shows the compensation earned or received during the fiscal year ended December 31, 2023 and, to the extent required by SEC disclosure rules, the fiscal year ended December 31, 2022, by each of our named executive officers.
|
Name and Principal Position
|
|
|
Year
(1)
|
|
|
|
|
|
|
|
|
Stock
|
|
Option
|
|
Non-Equity
Incentive Plan
|
|
All Other
|
|
|
Dr. George Magrath
Chief Executive Officer
(7)
|
|
|
2023
|
|
|
95,833
|
|
|
—
|
|
|
1,148,000
|
|
|
1,373,447
|
|
|
50,073
|
|
|
0
|
|
|
2,667,353
|
Amy Rabourn
Senior Vice President of Finance
|
|
|
2023
|
|
|
305,000
|
|
|
—
|
|
|
163,128
|
|
|
192,690
|
|
|
115,900
|
|
|
13,200
|
|
|
789,918
|
|
|
2022
|
|
|
260,000
|
|
|
—
|
|
|
—
|
|
|
114,751
|
|
|
91,000
|
|
|
33,516
|
|
|
499,267
|
Bernhard Hoffmann
Senior Vice President of Corporate Development
|
|
|
2023
|
|
|
305,000
|
|
|
—
|
|
|
163,128
|
|
|
192,690
|
|
|
115,900
|
|
|
13,200
|
|
|
789,918
|
|
|
2022
|
|
|
240,000
|
|
|
—
|
|
|
—
|
|
|
97,538
|
|
|
84,000
|
|
|
24,958
|
|
|
446,496
|
Ronil Patel,
Chief Business Officer
|
|
|
2023
|
|
|
293,243
|
|
|
|
|
|
316,143
|
|
|
370,914
|
|
|
108,864
|
|
|
13,200
|
|
|
1,102,364
|
Mina Sooch
Former Chief Executive Officer and President
(7)
|
|
|
2023
|
|
|
168,831
|
|
|
—
|
|
|
470,596
|
|
|
974,086
|
|
|
0
|
|
|
1,197,625
|
|
|
2,811,138
|
|
|
2022
|
|
|
550,000
|
|
|
—
|
|
|
—
|
|
|
459,005
|
|
|
302,500
|
|
|
30,090
|
|
|
1,341,595
|
Richard Rodgers
Director and Former Interim Chief Executive Officer and President
(7)(8)
|
|
|
2023
|
|
|
379,626
|
|
|
100,000
|
|
|
419,450
|
|
|
—
|
|
|
0
|
|
|
0
|
|
|
899,076
|
|
(1)
|
The amount reported in this column for Mr. Rodgers for 2023 includes $254,667 for services as Interim Chief Executive Officer and President and $50,000, representing fees paid to him for his service as a member of the Board pursuant to the Company’s non-employee director compensation program, including monthly cash retainers paid in respect of his service on the transition committee. On January 11, 2023, Mr. Rodgers was granted 20,822 shares of Common Stock in lieu of $74,959 of cash fees for his service as a member of the Board and which are reflected in this column.
|
|
(2)
|
The amount reported in this column for Mr. Rodgers for 2023 reflects a discretionary bonus paid to him in recognition of his performance as Interim Chief Executive Officer in 2023.
|
|
(3)
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The amounts reported reflect the aggregate grant date fair value of restricted stock units granted to Ocuphire’s named executive officers during 2023, computed in accordance with ASC 718 based on the Company’s stock price on the date of grant. The amount reported in this column for Mr. Rodgers for 2023 includes $100,450, representing the grant date fair value of the restricted stock units granted to him for his service as a member of the Board.
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(4)
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The amounts reported reflect the aggregate grant date fair value of the stock options granted to Ocuphire’s named executive officers during 2023 and 2022, computed in accordance with ASC 718. In addition, the amounts reported for Ms. Sooch for 2023 also includes $418,210 representing the incremental fair value associated with the extension of the post-termination exercise period of her stock option awards in connection with her separation, as described below and calculated in accordance with ASC 718. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Assumptions applicable to these valuations can be found in Note 6 of the Notes to Consolidated Financial Statements — Stock-Based Compensation contained in the Ocuphire Pharma, Inc. Annual Report on Form 10-K for the year ended December 31, 2023.
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(5)
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This column represents the amounts of non-equity incentive plan compensation earned for the respective years.
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