Nadia Waheed
OCULAR THERAPEUTIXAbout Nadia Waheed
Nadia Waheed, M.D., MPH, is Chief Medical Officer of Ocular Therapeutix (OCUL) since June 2024 and is 48 years old . She is a board-certified retina specialist, Professor of Ophthalmology at Tufts University since 2011, and previously served as Chief Medical and Development Officer at Beacon Therapeutics (Nov 2022–Jun 2024) and at Gyroscope Therapeutics (Dec 2019–Jul 2022) . Company performance context during her tenure start: 2024 total net revenue increased 9% and the company reported a 2024 net loss of $193.5M; 2024 TSR on a $100 initial investment was 122.53 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Beacon Therapeutics | Chief Medical and Development Officer | Nov 2022 – Jun 2024 | Led development for serious ocular diseases; gene therapy focus |
| Gyroscope Therapeutics | Chief Medical & Development Officer; Head of Clinical Development | Dec 2019 – Jul 2022 | Advanced ophthalmic gene therapy clinical programs |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tufts University Medical School | Professor of Ophthalmology | 2011 – present | Academic leadership; retina specialization |
| Boston Image Reading Center | Board of Directors | Not disclosed | Imaging oversight and clinical data interpretation in ophthalmology |
| iOlyx Pharmaceuticals | Board of Directors | Not disclosed | Private biopharma governance and strategy |
Fixed Compensation
| Metric | 2024 |
|---|---|
| Base Salary ($) | $500,000 |
| Target Bonus (%) | 50% of base salary |
| Target Bonus ($) | $250,000 |
| 2024 Bonus Eligibility | Eligible for pro-rated 2024 bonus |
| Workload Fraction | ~80% (4 days/week) |
Performance Compensation
- Annual bonus program is discretionary and based on corporate goals (clinical, commercial, operational); no formal plan or fixed weighting. For 2024 the board approved 110% of target for NEOs, but Waheed was not an NEO in 2024 and her specific payout is not disclosed .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Corporate performance goals (clinical, commercial, operational) | Not disclosed | Not disclosed | Not disclosed | Not disclosed for Waheed | Cash; paid after year-end (program structure) |
Equity Ownership & Alignment
| Grant Type | Shares | Plan | Grant Basis | Vesting | Exercise/Price | Notes |
|---|---|---|---|---|---|---|
| Stock Options | 425,000 | 2019 Inducement Plan | Inducement grant | 25% on 1st anniversary of Effective Date; remaining 75% in 36 equal monthly installments | Exercise price = market at grant; non-qualified options | Effective Date set to June 1, 2024 |
| RSUs | 141,666 | 2019 Inducement Plan | Inducement grant | Equal annual installments over 3 years (beginning 1st anniversary of Effective Date) | N/A | Effective Date set to June 1, 2024 |
| Trading Arrangement | Indeterminate | N/A | Rule 10b5‑1 sell-to-cover for RSU settlements | Applies to time- and performance-based RSUs; automatic sale of sufficient shares at settlement to cover withholding | N/A | May create predictable selling around vest dates |
- Company Insider Trading Policy prohibits short sales, derivative transactions, margin purchases, and pledging absent CFO approval; no hedging practices or pledging are permitted without express approval .
- June 4, 2024 press release publicly confirmed inducement awards for the newly appointed Chief Medical Officer, consistent with the above employment terms .
Employment Terms
| Topic | Key Terms |
|---|---|
| Role and Reporting | Chief Medical Officer; reports to CEO or designee |
| Outside Activities | May work one day/week for Tufts; pre-existing consulting up to 120 hours/year, excluding work on tyrosine kinase inhibitors in retinal disease or any travoprost formulations for glaucoma |
| Severance (no CoC) | 12 months base salary continuation if terminated without Cause or resigns for Good Reason (subject to release) |
| Severance (with CoC) | If termination during Protected Period (90 days before to 12 months after a corporate change): lump sum of 18 months base salary plus 1.5x target annual bonus (subject to release) |
| Clawback | Dodd‑Frank/Nasdaq Rule 5608 compliant compensation recovery policy adopted Oct 2, 2023 |
| 280G Treatment | Modified cutback—payments reduced to avoid excise tax unless paying full amount yields higher after-tax value |
| At‑will Employment | At‑will; definitions of Good Reason/Cause referenced in agreement |
Compensation Program Context (Company)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Total Shareholder Return (Value of $100 investment) | 40.32 | 63.99 | 122.53 |
| Net Loss ($ thousands) | $(71,038) | $(80,736) | $(193,506) |
| Say‑on‑Pay Vote (2024) | Approved: For 76.32M; Against 9.27M; Abstain 0.17M; Broker non‑votes 35.04M |
Track Record, Value Creation, and Execution Risk
- Clinical leadership: Waheed is a retina specialist with prior CMDO roles; OCUL advanced AXPAXLI Phase 3 programs and reported 2024 net revenue growth of 9% amid significant net losses, underscoring high R&D spend and trial execution focus .
- Trading/insider arrangements: Her 10b5‑1 sell‑to‑cover plan indicates structured sales at RSU vest dates, potentially creating predictable, mechanical selling pressure rather than discretionary sales .
Risk Indicators & Red Flags
- Legal proceedings: Company disclosed no material legal proceedings as of Q3 2024 .
- Hedging/pledging: Prohibited without CFO approval; policy mitigates alignment risks tied to pledging or derivatives .
- Tax/excise risk: Modified 280G cutback avoids shareholder-unfriendly gross-ups while balancing after-tax economics .
Alignment and Ownership Policies
- Insider Trading Policy: Prohibits short sales, derivatives, margin purchases, and pledging absent CFO approval; structured 10b5‑1 sell‑to‑cover in place for RSUs .
- Stock Ownership Guidelines: Not disclosed for Waheed; no compliance status disclosed (skip).
Compensation Structure Analysis
- Strong equity alignment: Inducement grants with multi-year vesting (options monthly post year 1; RSUs annual over 3 years) align retention with long-term milestones .
- At-risk pay: Bonus is discretionary against corporate goals; lack of formal weighting increases committee discretion .
- No option repricing or tax gross-ups disclosed for Waheed; 280G modified cutback structure utilized .
Employment & Contracts (Retention Risk)
- Severance economics provide meaningful protection (12 months base; CoC double-trigger 18 months base + 1.5x bonus), supporting retention through corporate change scenarios .
- Non-compete/consulting scope restrictions focused on retinal TKIs and travoprost programs reduce competitive leakage risk while permitting limited academic/legacy consulting .
Investment Implications
- Retention and alignment: Multi-year vesting and meaningful CoC severance suggest low near-term retention risk; equity grants align Waheed’s incentives with clinical and value-creation milestones .
- Trading signals: The Rule 10b5‑1 sell‑to‑cover plan implies predictable sales around RSU vest dates; monitor vesting calendars to anticipate mechanical selling pressure .
- Execution focus: Waheed’s retina specialization and prior CMDO experience bolster clinical execution in AXPAXLI Phase 3; the company’s 2024 TSR improvement and revenue growth offset by larger net losses highlight binary clinical/regulatory catalysts ahead .
- Governance discipline: Clawback policy and prohibitions on hedging/pledging support pay-for-performance and alignment; modified 280G cutback avoids excise tax gross-ups .