Charles Warden
OCULAR THERAPEUTIXAbout Charles Warden
Charles Warden (age 56) is OCUL’s Lead Independent Director (since February 2024) and has served on the board since 2008; he previously was Lead Independent Director (2014–July 2019) and Chair (July 2019–February 2024). He holds a B.A. from Beloit College and an M.B.A. from Harvard University, and his current term as a Class I director runs through the 2027 annual meeting. Professionally, he is President & CEO and a director of Aquea Health, Inc. (since January 2020) and a Managing Director at Versant Ventures (since 2004), with prior roles at Schroder Ventures Life Sciences (1996–2004), Boston Capital Ventures, and Monitor Company.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Versant Ventures | Managing Director | Since 2004 | Life sciences investing; ophthalmic incubator involvement |
| Schroder Ventures Life Sciences (now SV Life Sciences) | General Partner | 1996–2004 | VC leadership in life sciences |
| Boston Capital Ventures | Associate | Not disclosed | Early-stage investing experience |
| Monitor Company | Consultant | Not disclosed | Strategy consulting background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Aquea Health, Inc. (ophthalmic medical device) | President & CEO; Director | Since January 2020 | Development-stage; ophthalmology focus |
| Versant Ventures | Managing Director | Since 2004 | VC investor; boards of numerous privately-held life sciences cos. |
| Various privately-held life sciences companies | Director | Not disclosed | Several in ophthalmology; privately-held (no public directorships disclosed) |
Board Governance
- Independence: The board determined in April 2025 that all directors except the Executive Chairman/CEO (Dr. Dugel) are independent under Nasdaq rules; Warden is independent.
- Committee assignments:
- Compensation Committee: Chair (members: Warden, R.L. Lindstrom, L.J. Williams). Met 13 times in 2024.
- Audit Committee: Member (members: M. Raines [Chair], Warden, L.J. Williams). Met 6 times in 2024; Warden co-signed the Audit Committee Report.
- Nominating & Corporate Governance Committee: Not a member (members: R.L. Lindstrom [Chair], A.L. Graves, S.S. Hong). Did not meet in 2024.
- Attendance: Board met 11 times in 2024; each director attended at least 75% of board and committee meetings; all directors attended the 2024 annual meeting.
- Lead Independent Director role: Warden’s responsibilities include chairing executive sessions of independent directors, facilitating board–management communications, working with the Executive Chairman/CEO on agendas and special meetings, and handling stockholder communications to the board.
- Board structure: Classes and terms—Warden is Class I; term expires at the 2027 annual meeting.
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Board annual cash retainer | $50,000 | Non-employee director cash fee |
| Lead Independent Director/chair supplement | $35,000 | LID or chairperson cash fee |
| Compensation Committee chair fee | $15,000 | Chair supplement |
| Audit Committee member fee | $10,000 | Member supplement |
| Total cash fees | $110,000 | Sum of cash components |
| Stock awards (RSUs), grant-date fair value | $94,920 | Valued under ASC 718 |
| Option awards, grant-date fair value | $201,392 | Valued under ASC 718 |
| Total 2024 director compensation | $406,312 | Summary Compensation Table |
| Policy Element | 2024 Policy | 2025 Policy |
|---|---|---|
| Annual equity grant (continuing directors) | 36,000 options; 12,000 RSUs | 44,000 options; 14,000 RSUs |
| New director initial grant | 72,000 options; 24,000 RSUs | 88,000 options; 28,000 RSUs |
| LID/chair cash supplement | $35,000 | $30,000 |
| Option exercise price/term | FMV at grant; 10-year expiration | FMV at grant; 10-year expiration |
| Annual equity vesting (continuing) | 100% at 1-year or pre-next AGM | 100% at 1-year or pre-next AGM |
Performance Compensation
| Award Terms | Vesting | Performance Metrics |
|---|---|---|
| Initial director grants (first appointment) | Options/RSUs vest one-third annually over 3 years | None disclosed for director compensation |
| Annual director grants (continuing service) | 100% vest at 1-year or immediately prior to next AGM | None disclosed for director compensation |
- Director equity awards are time-based; the proxy does not disclose performance metrics or TSR/financial hurdles tied to non-employee director pay.
Other Directorships & Interlocks
| Company | Type | Role | Current/Past 5 Years |
|---|---|---|---|
| Public company boards | Public | Director | None disclosed in past five years for Warden |
| Various privately-held life sciences companies | Private | Director | Serves/has served; several in ophthalmology |
| Aquea Health, Inc. | Private (device) | President & CEO; Director | Since January 2020 |
- Potential interlock/conflict considerations: Warden’s leadership at Aquea Health (ophthalmic device) and venture roles create adjacency to OCUL’s ophthalmology focus; the board’s April 2025 independence review considered relationships and still determined Warden is independent under Nasdaq/SEC rules.
Expertise & Qualifications
- Strategy, governance, and ophthalmology/life sciences domain expertise from decades in venture capital and incubator involvement.
- Formal education: B.A. (Beloit College) and M.B.A. (Harvard University).
- Board leadership experience (prior Chair; Lead Independent Director responsibilities).
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares beneficially owned | 227,945; <1% of outstanding | Less than 1% denoted “*” in table |
| Composition at March 31, 2025 (footnote 15) | 60,464 common shares; 167,481 options exercisable ≤60 days | Exercisable window per footnote |
| Options outstanding as of Dec 31, 2024 | 203,481 options | Total options held (not all exercisable) |
| RSU award as of Dec 31, 2024 | 12,000 RSUs | Annual director grant |
- No pledging or hedging disclosures for Warden are indicated in the beneficial ownership section.
Governance Assessment
- Board effectiveness: Warden chairs the Compensation Committee and serves as Lead Independent Director, with active committee cadence (Compensation: 13 meetings; Audit: 6 meetings in 2024), supporting oversight intensity and engagement.
- Independence and conflict oversight: Board reaffirmed Warden’s independence under Nasdaq and Exchange Act rules after reviewing relationships and related person transactions; Audit Committee oversees RPT policy and reviews/ratifies RPTs.
- Stockholder engagement: As LID, Warden is the designated conduit for board communications from stockholders, and independent director executive sessions are part of governance guidelines.
- Compensation alignment signals: Director pay mixes cash retainer plus time-based equity; 2025 policy adjusts LID cash supplement down (from $35k to $30k) while modestly increasing annual equity share counts—suggesting calibration amidst market benchmarking via an independent consultant (Aon; no conflicts).
- Ownership “skin-in-the-game”: Beneficial ownership is modest (<1%), with meaningful option exposure; alignment relies more on equity grants than large common share ownership.
- RED FLAGS: No Warden-specific related party transactions disclosed; no attendance shortfalls (≥75% for all directors); no director-specific legal proceedings noted in the proxy.
Additional context: The proxy references strong stockholder support in the prior say‑on‑pay vote and continued monitoring by the Compensation Committee; while an executive-compensation topic, as Compensation Chair, Warden is central to responsiveness to investor feedback.