Adrienne Graves
OCULAR THERAPEUTIXAbout Adrienne Graves
Adrienne L. Graves, Ph.D., age 71, has served on Ocular Therapeutix’s board since July 2023 and is a Class I director with a term expiring at the 2027 annual meeting; the board determined in April 2025 that she is independent under Nasdaq rules . She holds an A.B. in psychology from Brown University, a Ph.D. in psychobiology from the University of Michigan, and completed a postdoctoral fellowship in visual neuroscience at the University of Paris; her background includes senior clinical development leadership and CEO experience in ophthalmology .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Santen Inc. (U.S. subsidiary of a publicly traded Japanese pharma) | President & CEO | 2002–2010 | Led U.S. operations in ophthalmology |
| Santen Inc. | SVP, Worldwide Clinical Development (U.S., Europe, Japan) | 1995–2002 | Global clinical leadership |
| IVERIC bio, Inc. | Director; Chairman of the Board | Director: Dec 2018–Jul 2023; Chairman: May 2021–Jul 2023 | Board chair during strategic phase prior to acquisition |
External Roles
| Organization | Status | Role | Start (or Tenure) | Notes |
|---|---|---|---|---|
| Harrow Health, Inc. | Public | Director | Jan 2024–present | Ophthalmic healthcare; publicly traded |
| Opus Genetics, Inc. | Public | Director | Oct 2024–present | Ophthalmic gene therapy; publicly traded |
| NVasc, Inc. | Private | Director | Nov 2023–present | Early-stage ophthalmology |
| Implandata Ophthalmic Products GmbH | Private | Director | Oct 2023–present | Medical equipment manufacturer |
| JelliSee Ophthalmics, Inc. | Private | Director | Jul 2023–present | Medical device |
| QLaris Bio, Inc. | Private | Director | Dec 2019–present | Clinical-stage biotech |
| Osanni Bio | Private | Director | — | Retinal diseases focus |
| Oxurion NV | Public (Belgium) | Director | Oct 2018–Mar 2023 | Ophthalmology |
| Nicox S.A. | Public (France) | Director | 2014–Jan 2024 | Ophthalmology |
| Greenbrook TMS Inc. | Public (Canada) | Director | 2018–Dec 2023 | Neurology/medical device |
Board Governance
- Committee assignments: Member, Nominating & Corporate Governance Committee; not on Audit or Compensation committees .
- Committee activity: Compensation Committee met 13 times in 2024; Nominating & Corporate Governance Committee did not meet in 2024; Audit Committee operated per standard oversight (see audit report) .
- Board structure: Graves is Class I; term expires at 2027 annual meeting; board majority independent with lead independent director (Charles Warden) due to combined Chair/CEO role .
- Attendance: The board met 11 times in 2024; each director attended at least 75% of meetings and all directors attended the 2024 annual meeting .
Fixed Compensation
| Year | Board Retainer (Cash) | Committee Membership Fees (Cash) | Total Cash |
|---|---|---|---|
| 2024 | $50,000 | $5,000 (Nominating & Corporate Governance Committee member) | $55,000 |
Policy context (non-employee director cash fees): $50,000 annual board fee; committee fees $10,000 Audit ($20,000 Chair), $7,500 Compensation ($15,000 Chair), $5,000 Nominating & Corporate Governance ($10,000 Chair); Lead Independent Director/Chairperson fee was $35,000 in 2024 and adjusted to $30,000 effective Jan 1, 2025 .
Performance Compensation
| Grant/Status | Instrument | Shares | Grant Date | Grant-Date Fair Value | Vesting | Expiration | Notes |
|---|---|---|---|---|---|---|---|
| 2024 Annual | Stock Options | 36,000 | Jul 24, 2024 | $201,392 | 100% on first anniversary or immediately before next annual meeting, subject to service | 10 years from grant | Exercise price = FMV at grant |
| 2024 Annual | RSUs | 12,000 | Jul 24, 2024 | $94,920 | 100% on first anniversary or immediately before next annual meeting, subject to service | — | Dividends deferred until vest |
| As of 12/31/2024 | Options held | 108,000 | — | — | Per award terms | — | Aggregate holdings |
| As of 12/31/2024 | RSUs held | 28,000 | — | — | Per award terms | — | Aggregate holdings |
| 2025 Annual (policy obligation) | Stock Options | 44,000 | Post-2025 annual meeting (first board meeting thereafter) | — | 100% on first anniversary or immediately before next annual meeting, subject to service | 10 years | Exercise price = FMV at grant |
| 2025 Annual (policy obligation) | RSUs | 14,000 | Post-2025 annual meeting (first board meeting thereafter) | — | 100% on first anniversary or immediately before next annual meeting, subject to service | — | — |
Director compensation framework caps and controls:
- Non-employee director annual limit: Max aggregate of cash plus grant-date fair value of awards is $750,000 per calendar year ($1,000,000 in initial year), with exceptions only in extraordinary circumstances where the recipient does not participate in the decision .
- Plan safeguards: No repricing, no discounted options/SARs, no reloads, no dividend equivalents on options/SARs; dividends on RSUs not paid until vest; independent compensation committee administration; clawback compliance for award recipients .
Performance metric design:
- Director equity awards are time-based; no director-specific performance metrics disclosed for vesting of annual option/RSU awards .
Other Directorships & Interlocks
| Company | Relationship to OCUL (sector) | Role | Tenure |
|---|---|---|---|
| Harrow Health, Inc. | Ophthalmic healthcare; same therapeutic domain | Director | Jan 2024–present |
| Opus Genetics, Inc. | Ophthalmic gene therapy; same therapeutic domain | Director | Oct 2024–present |
| Nicox S.A. | Ophthalmology; same therapeutic domain | Director | 2014–Jan 2024 |
| Oxurion NV | Ophthalmology; same therapeutic domain | Director | Oct 2018–Mar 2023 |
| Greenbrook TMS Inc. | Neurology/medical device | Director | 2018–Dec 2023 |
| IVERIC bio, Inc. | Ophthalmology; same therapeutic domain | Director; Chairman | Director: Dec 2018–Jul 2023; Chairman: May 2021–Jul 2023 |
Potential interlock context: Multiple ophthalmology directorships may increase sector knowledge flow; no related-party transactions involving Dr. Graves are disclosed in OCUL’s proxy .
Expertise & Qualifications
- Executive leadership in ophthalmology (former CEO of Santen Inc.), global clinical development expertise, and extensive governance experience across public and private boards .
- Education in psychology/psychobiology with postdoctoral training in visual neuroscience; experience spans research, regulatory, legal, and medical technology development relevant to OCUL’s focus areas .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Reference Date | Shares Outstanding Basis |
|---|---|---|---|---|
| Adrienne L. Graves, Ph.D. | 32,000 | * (<1%) | Mar 31, 2025 | 159,262,024 shares |
Additional holdings (as of 12/31/2024):
- Options: 108,000 shares .
- RSUs: 28,000 shares .
Hedging/pledging:
- Company states it does not have practices or policies regarding hedging; insider trading policy prohibits short sales and derivative transactions and restricts margin purchases/pledging without CFO approval .
Governance Assessment
- Independence and service: The board determined Graves is independent under Nasdaq and Exchange Act rules; she is a Class I director with term through 2027, and attended at least 75% of board/committee meetings in 2024 with full attendance at the annual meeting, supporting baseline engagement .
- Committee effectiveness: Graves serves on Nominating & Corporate Governance; that committee did not meet in 2024, which may raise refreshment/succession oversight concerns in a year of significant leadership changes .
- Pay mix and alignment: Her 2024 compensation was primarily equity-based ($201,392 options; $94,920 RSUs) versus $55,000 cash, which aligns director interests with shareholders via stock options/RSUs subject to time-based vesting; award limits and plan safeguards reduce pay-risk and repricing concerns .
- Ownership “skin in the game”: Beneficial ownership is 32,000 shares (<1%); she also holds options and RSUs, but no pledging is permitted without CFO approval; absence of a formal hedging policy is a potential red flag despite prohibitions on derivatives in the insider trading policy .
- Conflicts/related parties: The proxy’s related person transactions do not identify any transactions tied to Graves; the independence review explicitly considered relationships and beneficial ownership for each non-employee director .
RED FLAGS: Nominating & Corporate Governance Committee did not meet during 2024 ; company states no hedging policy despite prohibiting derivatives under insider trading policy, leaving governance optics mixed on hedging practices .