Board Justification

Executive compensation program is designed to attract, motivate, and retain executive officers, who are critical to our success. Due to the nature of our business, we compete for executive talent with many public companies that are larger and more established than we are or that possess greater resources than we do, and with smaller private companies that may be able to offer greater equity compensation potential. Our compensation programs are structured to be competitive with the market and to reward our named executive officers for the achievement of near- and longer-term financial and strategic goals and for driving corporate financial performance and stability. Our executive compensation is aligned with long-term shareholder value creation.

Board Justification

Under our 2024 annual cash incentive program, cash incentive awards were determined by multiplying the target cash incentive award for each executive officer by a corporate performance factor established by our compensation committee based on our performance as measured against our corporate goals, which cover our clinical and pipeline development, our commercialization of our products and our operational effectiveness. Our compensation committee has the discretion to adjust the size of individual awards upward or downward based on individual performance but did not do so with respect to the 2024 cash incentive awards for any of the named executive officers. The compensation committee sets the target cash incentive award opportunity at the beginning of the year, based primarily on peer group data analyzed by the independent compensation consultant.

Board Justification

The amounts reported in the “All Other Compensation” column consist of the value of Company paid life insurance premiums and the amounts we contributed to our 401(k) plan in respect of our named executive officers. In 2024, we paid life insurance premiums of $672 for each named executive officer, and we made 401(k) plan contributions of $15,250 for each of Dr. Francois, Mr. Sullivan, Dr. Baumal, and Mr. Watson, and $11,500 for Mr. Townsend.

Board Justification

The value realized when the stock awards vested represents the fair market value of the shares at the time of vesting of the stock awards.