Donald Notman
OCULAR THERAPEUTIXAbout Donald Notman
Donald Notman is Chief Financial Officer and Chief Operating Officer of Ocular Therapeutix; he has served as CFO since September 2017 and added the COO role in September 2024 . He is 65 years old as of April 14, 2025, and holds a B.A. in Economics from Middlebury College and an MBA from The Tuck School of Business at Dartmouth College . Company performance context during his tenure: total shareholder return (initial $100 investment basis) measured $122.53 in 2024 and $63.99 in 2023, while reported net losses were $(193,506) thousand in 2024 and $(80,736) thousand in 2023 . Annual cash bonuses for non-PEO named executive officers (including Notman in 2023 and 2022) are discretionary and based 50% on individual performance and 50% on overall corporate performance; Notman’s target bonus is 45% of base salary .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Thrasos Therapeutics, Inc. | Senior Vice President & Chief Financial Officer | 2014–2017 | Biopharma CFO overseeing finance and capital strategy |
| Leerink Swann LLC | Managing Director & Head of Private Capital Markets | 2005–2013 | Led healthcare investment bank’s private capital markets activities |
| Thrasos Therapeutics, Inc. | Consultant | 2017 | Transition consulting after CFO tenure |
External Roles
None disclosed for Notman (no public company board or committee roles listed) .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus Paid ($) | Bonus paid timing |
|---|---|---|---|---|
| 2023 | 464,574 | 45% of salary | 212,194 | Paid Q1 2024 |
| 2022 | 446,706 | 45% of salary | 180,916 | Paid Q1 2023 |
Performance Compensation
Equity Grant History and Vesting
| Grant Date | Instrument | Shares (#) | Exercise Price ($) | Vesting Terms |
|---|---|---|---|---|
| 2022-02-03 | Stock Option | 166,667 | 5.27 | Monthly, equal installments over 4 years |
| 2022-02-03 | RSU | 55,556 | — | 1/3 on 1-year anniversary; 1/3 annually thereafter over 3 years |
| 2023-01-30 | Stock Option | 166,667 | 3.88 | Monthly, equal installments over 4 years |
| 2023-01-30 | RSU | 55,556 | — | 1/3 on 1-year anniversary; 1/3 annually thereafter over 3 years |
| 2024-02-03 | Stock Option | 185,000 | 5.18 | Monthly, equal installments over 4 years |
| 2024-02-03 | RSU | 61,636 | — | 1/3 on 1-year anniversary; 1/3 annually thereafter over 3 years |
Annual Bonus Design and Outcomes
| Year | Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|---|
| 2023 | Individual performance | 50% | 45% of salary | Achieved (discretionary) | $212,194 (102% of target) |
| 2023 | Corporate performance | 50% | 45% of salary | Achieved (discretionary) | $212,194 (aggregate bonus) |
| 2022 | Individual performance | 50% | 45% of salary | Achieved (discretionary) | $180,916 (90% of target) |
| 2022 | Corporate performance | 50% | 45% of salary | Achieved (discretionary) | $180,916 (aggregate bonus) |
The company states it “does not have a formal performance-based bonus plan”; awards are discretionary and split between individual and corporate performance for non-PEO NEOs .
Equity Ownership & Alignment
Beneficial Ownership
| Holder | Shares Beneficially Owned (#) | % of Outstanding | Basis Date |
|---|---|---|---|
| Donald Notman | 966,900 | * (less than 1%) | March 31, 2024 (154,704,086 shares outstanding) |
- No formal executive stock ownership guidelines are in place for named executive officers .
- Insider trading policy prohibits short sales and derivative transactions, margin purchases/borrowing, and pledging company securities absent express CFO approval; company states it does not have hedging practices/policies .
Outstanding Awards (as of December 31, 2023)
| Award Type | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| Stock Option | 125,000 | — | 6.30 | 10/2/2027 |
| Stock Option | 83,500 | — | 5.47 | 1/31/2028 |
| Stock Option | 150,000 | — | 4.10 | 1/2/2029 |
| Stock Option | 210,517 | 4,483 | 4.39 | 1/30/2030 |
| Stock Option | 134,581 | 55,419 | 18.31 | 2/17/2031 |
| Stock Option | 76,387 | 90,280 | 5.27 | 2/3/2032 |
| Stock Option | 38,193 | 128,474 | 3.88 | 1/30/2033 |
| RSUs (not vested) | 37,037 | — | — | Market value $165,185 |
| RSUs (not vested) | 55,556 | — | — | Market value $247,779 |
- Notman’s option awards vest in approximately equal monthly installments over four years; RSUs vest one-third annually over three years from grant .
- No disclosure of shares pledged by Notman; pledging requires express CFO approval per policy .
Employment Terms
- Employment agreements: executives are employed at will with confidentiality and competition restrictions during employment and for a specified post-termination period (duration not specified) .
- Termination outside change-of-control period: if terminated without cause or resigns for good reason, Notman is entitled to 12 months of base salary and up to 12 months of group health insurance continuation (subject to applicable policies) .
- Termination within 12 months following a corporate change: lump sum equal to 18 months of base salary, 1.5x target annual bonus, full acceleration of all outstanding equity awards, and up to 18 months of group health insurance continuation (subject to applicable policies) .
- Clawback policy: adopted October 2, 2023 per Nasdaq Listing Rule 5608; company will attempt to recover excess incentive-based compensation received by current/former executive officers during the three completed fiscal years preceding a required accounting restatement .
- Insider trading policy: prohibits short sales, derivative transactions, margin purchases/borrowing, and pledging without CFO approval; policy is filed as Exhibit 19.1 to the 2024 Form 10-K .
Investment Implications
- Pay-for-performance alignment: bonuses are discretionary with a 50/50 split between individual and corporate performance; absence of a formal plan and lack of disclosed objective financial metrics (e.g., revenue/EBITDA targets) weakens direct pay-for-performance linkage .
- Retention risk: meaningful time-based vesting across options and RSUs through 2026–2033, plus severance protections (12 months base and benefits; enhanced 18 months + 1.5x target bonus and full acceleration upon post-change termination) reduce near-term departure risk .
- Insider selling pressure: award structures are time-based; without recent Form 4 data in this report, no conclusion on selling pressure—however, options vest monthly and RSUs vest annually, creating periodic delivery events that can trigger sales for tax/liquidity management .
- Ownership alignment: Notman beneficially owns 966,900 shares (<1%); no executive ownership guidelines apply, and pledging requires approval; the company also states no hedging practices/policies, though derivative transactions are prohibited under the insider trading policy .
- Change-of-control economics: enhanced benefits requiring both termination and corporate change (within 12 months) imply a double-condition structure, including full equity acceleration, which can be shareholder-sensitive but is standard in biotech; terms are clearly disclosed .
- Execution context: company TSR improved in 2024 versus 2023, but net losses persisted; discretionary bonus outcomes for Notman (102% of target for 2023; 90% for 2022) indicate payouts tracked perceived performance despite losses, reflecting biotech development-stage norms .