Jeffrey Heier
OCULAR THERAPEUTIXAbout Jeffrey Heier
Jeffrey S. Heier, M.D. is Chief Scientific Officer (CSO) at Ocular Therapeutix (since February 2024) and previously served on the company’s board from September 2015 to February 2024. Age 64; education includes a B.S. in Biochemistry (Brandeis) and M.D. (Boston University), with a vitreoretinal fellowship at OCB/Tufts; he is a decorated veteran awarded a Bronze Star for service in the Persian Gulf War . Company performance context: total shareholder return (TSR) on a fixed $100 investment measured at year-end 2024 was $122.53; reported net loss for 2024 was $193.5 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ocular Therapeutix | Director | 2015–2024 | Board oversight through clinical/commercial transitions; resigned on appointment as CSO . |
| Ocular Therapeutix | Chief Scientific Officer | 2024–present | Leads retinal R&D strategy and scientific execution . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ophthalmic Consultants of Boston (OCB) | Vitreoretinal Specialist | 1998–present | Clinical leadership; drives retina research and practice standards . |
| OCB | Director, Vitreoretinal Service | 2009–present | Operational leadership of retina service line . |
| OCB | Director, Retina Research | 2011–present | Leads clinical research portfolio . |
| OCB | Co-President & Medical Director | 2016–2020 | Executive management of multi-specialty practice . |
| Boston Eye Surgery & Laser Center | Partner | n/a | Surgical practice leadership . |
| Cape Cod Eye Surgery & Laser Center | Partner (prior) | n/a | Regional surgical operations . |
| Plymouth Eye Surgery & Laser Center | Partner (prior) | n/a | Regional surgical operations . |
| Retina Society | Executive Board; Past President | n/a | Professional standards; ongoing governance . |
| New England Ophthalmological Society | Executive Board; Past President | n/a | Regional professional leadership . |
| American Society of Retina Specialists | Board Member | 2011–2024 | National specialty governance . |
Fixed Compensation
| Metric | FY 2024 | FY 2025 (Rate/Target) |
|---|---|---|
| Base Salary | $365,064 | $550,000 annual base (effective July 1, 2024, per amended agreement) . |
| Target Bonus % | 50% of base | 50% of base . |
| Actual Bonus Paid | $220,000 (110% of $200,000 target; paid Feb 2025) . | |
| Benefits Eligibility | Standard employee benefit programs | Standard employee benefit programs . |
Performance Compensation
| Metric | Target | Actual | Payout | Vesting/Notes |
|---|---|---|---|---|
| Annual Corporate Objectives (cash bonus) | 50% of base salary ($200,000) | 110% achievement | $220,000 (paid Feb 2025; pro-rated for part-year employment) | Discretionary program; goals cover clinical, commercial, operational objectives; board retains positive/negative discretion . |
The company does not maintain a formal formulaic bonus plan; bonuses emphasize pay-for-performance against annually set corporate goals .
Equity Awards
| Award Type | Grant Date | Shares / Strike | Fair Value | Vesting Schedule |
|---|---|---|---|---|
| Initial Stock Option (2021 Plan) | Feb 21, 2024 | 366,666 options @ $9.70 | ~$6.93 per share; total ~$2,541,761 | 25% at 1-year anniversary; remainder in equal monthly installments over 36 months . |
| Initial RSU | Feb 21, 2024 | 122,222 shares | ~$9.70 per share; total ~$1,185,553 | Equal quarterly installments over 3 years . |
| Supplemental Stock Option | Oct 2, 2024 | 200,000 options @ $9.31 | ~$6.67 per share; total ~$1,334,227 | Equal monthly installments over 48 months . |
| Supplemental RSU | Oct 2, 2024 | 100,000 shares | ~$9.31 per share; total ~$931,000 | Equal annual installments over 3 years . |
2024 supplemental equity intended to replace typical 2025 annual grants; no additional equity granted in Feb 2025 .
Equity Ownership & Alignment
| Ownership Measure | Value |
|---|---|
| Beneficial Ownership (Mar 31, 2025) | 425,296 shares; less than 1% of outstanding . |
| Shares Outstanding (basis for % calc) | 159,262,024 shares . |
| Ownership as % of Outstanding | ~0.27% (425,296 ÷ 159,262,024) . |
| Stock Ownership Guidelines | Not disclosed for executives in proxy . |
| Hedging/Pledging Policy | Insider policy prohibits short sales/derivatives and pledging absent CFO approval; board highlights state no pledging except limited pre-approved circumstances . |
| Clawback Policy | Adopted Oct 2, 2023; recoup excess incentive comp upon required restatement per Nasdaq Rule 5608 (3-year lookback) . |
| Rule 10b5-1 Plans | Directors/officers may adopt plans; trades executed per pre-set parameters; may trade outside plans when not in possession of MNPI . |
Outstanding Equity Awards (as of Dec 31, 2024)
| Metric | Detail |
|---|---|
| Options – Exercisable | 11,363 @ $16.64 (exp 9/11/2025); 13,500 @ $12.05 (exp 6/2/2026); 13,500 @ $10.71 (exp 6/1/2027); 18,000 @ $8.14 (exp 6/14/2028); 18,000 @ $3.90 (exp 6/11/2029); 18,000 @ $8.75 (exp 6/25/2030); 18,000 @ $13.51 (exp 6/18/2031); 26,800 @ $3.43 (exp 6/16/2032); 9,666 @ $4.25 (with 6,334 unexercisable; exp 10/17/2032); 36,000 @ $5.31 (exp 6/13/2033); 17,350 @ $4.30 (exp 8/1/2033) . |
| Options – Unexercisable | 366,666 @ $9.70 (exp 6/21/2034); 191,667 @ $9.31 (exp 10/1/2034) . |
| RSUs – Unvested | 91,666 (market value $782,828 at $8.54 close); 100,000 (market value $854,000 at $8.54 close) . |
| Market Price Reference | $8.54 close at Dec 31, 2024 . |
| Vesting Notes | Option 200,000 vests monthly over 4 years; RSUs 122,222 vest quarterly over 3 years; RSUs 100,000 vest in equal annual installments over 3 years . |
Employment Terms
| Term | Provision |
|---|---|
| Initial Agreement (part-time) | Feb 21, 2024; $250,000 base; 50% target bonus; initial option 366,666 @ grant close; initial RSU 122,222; 25% option cliff at 1 year then monthly; RSUs quarterly over 3 years . |
| Amended Agreement (full-time) | March 2025 (effective July 1, 2024); $550,000 base; 50% target bonus; eligible for benefits; supplemental option 200,000 @ $9.31; supplemental RSU 100,000 . |
| Severance (outside CoC window) | 12 months base salary and 12 months group health continuation upon termination without cause or for good reason . |
| Change-in-Control (within 12 months post-CoC) | Lump sum 18 months base salary; 1.5x target annual bonus; full acceleration of outstanding time-based equity; 18 months health continuation . |
| 280G Cutback | Best-net (“modified cutback”)—full or reduced payments to avoid excise tax, whichever yields higher after-tax amount . |
| Non-Compete/Confidentiality | Agreements prohibit disclosure and competition during employment and for a specified time thereafter . |
| No Excise Tax Gross-ups | Policy indicates no excise tax gross-up provisions in employment contracts . |
Related Party Transactions
| Counterparty | Nature | Economics |
|---|---|---|
| Heier Consulting, LLC | Retinal advisory consulting (Oct 2022; amended Aug 2023; terminated upon employment Feb 21, 2024) | 2022 fees ~$30,000; 2023 fees ~$31,000; 2024 fees $0 . Options: 16,000 @ $4.25 (vest monthly over 4 years; FV ~$2.88/share); 17,350 @ $4.30 (vest monthly over 1 year; FV ~$2.89/share) . |
Compensation Structure Analysis
- Shift to full-time executive with materially higher base and substantial time-based equity (options + RSUs) indicates emphasis on retention over pure performance equity; no PSUs disclosed for Heier versus CEO’s performance-based package .
- Annual bonus payout above target (110%) reflects achievement of stretch corporate goals; board retains discretion, underscoring qualitative performance gating .
- Equity awards feature multi-year monthly/annual vesting, creating ongoing retention hooks and potential periodic sell pressure around vest dates; supplemental grants replaced the 2025 annual cycle, concentrating vesting over 2025–2027 .
Governance, Say-on-Pay, and Policies
- Say-on-Pay: Over 89% stockholder support at 2024 annual meeting; committee maintained overall approach to executive compensation thereafter .
- Clawback: Adopted Oct 2, 2023 in compliance with Nasdaq Rule 5608; three-year lookback for restatement-related recoupment .
- Insider Trading: Policy prohibits short sales, derivatives, and pledging without CFO approval; Rule 10b5-1 plans may be used by insiders to transact per preset parameters .
- Equity Plan Controls: No option repricing; no discounted options/SARs; dividends not paid until vest; independent committee administration .
Investment Implications
- Alignment: Heier’s pay mix is heavily equity-oriented but time-based; retention incentives are strong while direct performance equity exposure is limited versus the CEO’s stock-price hurdles—suggesting alignment via share ownership but less direct PSU linkage .
- Vesting-Driven Supply: Quarterly RSU vesting from the Feb 2024 grant and annual vesting from Oct 2024 RSUs will add periodic share supply; monitor Rule 10b5-1 plan filings and Form 4 activity for selling pressure signals around vest dates .
- Change-of-Control Economics: Double-trigger CoC protections (18 months base + 1.5x target bonus + full time-based acceleration) are competitive; retention risk in strategic scenarios is mitigated by robust severance design .
- Ownership: Beneficial stake of ~0.27% indicates meaningful skin-in-the-game; pledging is restricted, reducing alignment red flags .