Merilee Raines
OCULAR THERAPEUTIXAbout Merilee Raines
Merilee Raines, age 69, has served on Ocular Therapeutix’s board since September 2021 and is a Class III director with a term ending at the 2026 annual meeting. She is the Audit Committee chair and has been designated an “audit committee financial expert” under SEC rules. Previously, she was CFO (2003–2013) and Executive Vice President (2012–2013) of IDEXX Laboratories, with earlier finance leadership roles at IDEXX. The board states its committees meet Nasdaq independence requirements, and the audit committee met six times in 2024; overall board met 11 times with each director attending at least 75% of applicable meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IDEXX Laboratories, Inc. | Chief Financial Officer | Oct 2003 – May 2013 | Senior finance leadership; strategic, risk management, governance experience |
| IDEXX Laboratories, Inc. | Executive Vice President | Jul 2012 – May 2013 | Executive leadership; operations and strategy |
| IDEXX Laboratories, Inc. | Corporate VP Finance; VP & Treasurer; Director of Finance; Controller | Prior to 2003 (dates not specified) | Progressive finance roles building deep accounting/finance expertise |
External Roles
| Organization | Role | Tenure | Type |
|---|---|---|---|
| Watts Water Technologies, Inc. | Director | Since Feb 2011 | Public company board |
| TransMedics Group, Inc. | Director | Since Jan 2021 | Public company board |
| Excelitas Technologies Corporation | Director | Since Aug 2018 | Private company board |
| Benchmark Electronics, Inc. | Director | May 2018 – Jun 2021 | Public company board (prior) |
| Aratana Therapeutics, Inc. | Director | Feb 2014 – Jul 2019 | Public company board (prior; acquired) |
Board Governance
- Committee assignments: Audit Committee (chair), with members Charles Warden and Leslie J. Williams. The audit committee oversees external auditor engagement, financial reporting, internal controls, risk (including cybersecurity), related-party transactions, and investment policy. The audit committee met six times in 2024.
- Compensation Committee (not a member); Compensation Committee met 13 times in 2024. Nominating & Corporate Governance Committee (not a member) did not meet in 2024.
- Independence: Board states committee compositions meet Nasdaq and SEC independence rules; Ms. Raines is identified as an “audit committee financial expert.”
- Board structure: Classified board; Ms. Raines is Class III with term ending 2026. Lead Independent Director role held by Charles Warden.
- Attendance and engagement: Board met 11 times in 2024; each director attended at least 75% of board and applicable committee meetings; all directors attended the 2024 annual meeting.
- Governance policies: Independent directors meet in executive session at least twice annually; board conducts annual self-evaluation; directors have access to management/advisors.
Fixed Compensation
| Year | Component | Amount ($) | Notes |
|---|---|---|---|
| 2024 | Board annual cash fee | 50,000 | Non-employee director cash fee |
| 2024 | Audit Committee chair cash fee | 20,000 | Chair premium for audit committee |
| 2024 | Total cash fees | 70,000 | Sum of board + audit chair |
- No meeting fees disclosed; cash fees paid quarterly in arrears, prorated for partial service.
Performance Compensation
| Year | Instrument | Shares | Grant Date | Grant-Date Fair Value ($) | Vesting | Term/Exercise |
|---|---|---|---|---|---|---|
| 2024 | RSUs | 12,000 | Jul 24, 2024 | 94,920 | 100% on first anniversary or before next annual meeting | |
| 2024 | Stock Options | 36,000 | Jul 24, 2024 | 201,392 | 100% on first anniversary or before next annual meeting | |
| Policy (2025) | Annual RSUs (non-employee directors) | 14,000 | After annual meeting | n/a | 100% on first anniversary or before next annual meeting | |
| Policy (2025) | Annual Options (non-employee directors) | 44,000 | After annual meeting | n/a | 100% on first anniversary or before next annual meeting; 10-year expiry; exercise price = FMV at grant |
- Director awards are time-based; no performance metrics (TSR, revenue, EBITDA) disclosed for director equity.
- Plan safeguards: No option/SAR repricing without shareholder approval; per-year cap for non-employee directors is $750,000 in cash plus grant-date value, with $1,000,000 cap in initial year; awards subject to clawback policy acceptance.
Other Directorships & Interlocks
| Company | Relationship to OCUL | Potential Interlock/Conflict |
|---|---|---|
| Watts Water Technologies (public) | Unrelated industry (water solutions) | No OCUL supplier/customer linkage disclosed |
| TransMedics Group (public) | Medical technology (organ perfusion) | No OCUL supplier/customer linkage disclosed |
| Excelitas Technologies (private) | Photonics | No OCUL supplier/customer linkage disclosed |
- Audit Committee reviews and approves/ratifies related-person transactions; no specific related-person transactions involving Ms. Raines are disclosed in the proxy.
Expertise & Qualifications
- Financial leadership: Former CFO and EVP of IDEXX; deep accounting/finance and risk management experience; audit committee financial expert designation.
- Industry breadth: Governance, operations, strategy; medical technology commercialization and life sciences exposure from multiple boards.
Equity Ownership
| As of | Total Beneficial Ownership (shares) | % of Outstanding | Direct Common Shares | Options Exercisable ≤60 Days | RSUs ≤60 Days |
|---|---|---|---|---|---|
| Mar 31, 2025 | 119,733 | * (less than 1%) | 20,933 | 98,800 | — |
- As of Dec 31, 2024, she held options to purchase 134,800 shares and an RSU award for 12,000 shares; within 60 days after Mar 31, 2025, 98,800 options were exercisable, implying 36,000 unexercisable options (likely the 2024 annual grant vesting July 2025). No shares pledged disclosed.
- Insider trading policy prohibits short sales and derivative transactions by directors and restricts pledging without CFO approval; company states it has no hedging practices/policies.
Governance Assessment
- Strengths: Seasoned public-company CFO; audit chair with SEC “financial expert” designation; active audit oversight (six meetings in 2024); board/committee independence affirmed; strong attendance expectations and execution.
- Alignment: Meaningful, though sub-1% ownership with significant option exposure; standardized annual director equity grants vest on one-year cycles; director compensation within formal plan limits and subject to clawback policy.
- Compensation oversight: Board uses independent consultant (Aon) for director comp benchmarking; committee concluded no conflicts of interest; peer benchmarking is periodically updated.
- Potential risks and red flags:
- Hedging policy gap: Company states it does not have hedging practices/policies, though insider trading policy prohibits derivatives/short sales; pledging permitted only with CFO approval—monitor for any pledging approvals.
- Classified board and staggered terms can reduce immediate accountability to shareholders; continue to track say-on-pay sentiment (prior vote showed support, per proxy narrative).
- Related-party exposure: Audit Committee (chaired by Raines) screens and approves related-person transactions; no transactions involving Ms. Raines are disclosed in the proxy.
Overall, Raines brings high-caliber financial governance to OCUL as audit chair, with solid engagement and independence; watch for any pledging exceptions and the company’s lack of a formal hedging policy for potential alignment concerns.