Peter Kaiser
OCULAR THERAPEUTIXAbout Peter Kaiser
Peter K. Kaiser, M.D., age 58, is Chief Development Officer at Ocular Therapeutix (since October 2024). He previously served as Medical Director (February–September 2024) and as Chief Medical Advisor – Retina (June 2022–February 2024) . Dr. Kaiser chairs ophthalmology research and is a professor and staff surgeon at the Cleveland Clinic Lerner College of Medicine (since 2011), and has served as consulting staff at Cleveland Clinic since 2024; he holds an A.B. from Harvard College, an M.D. from Harvard Medical School, and completed a vitreoretinal fellowship at Bascom Palmer Eye Institute . For 2024, he received a discretionary cash bonus of $242,000 based on overall achievement of 110% of corporate objectives (and prorated for his time employed), indicating above-target performance alignment for the year .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ocular Therapeutix | Chief Medical Advisor – Retina | Jun 2022–Feb 2024 | Advised marketing and development for products under consulting agreement |
| Ocular Therapeutix | Medical Director | Feb 2024–Sep 2024 | Medical leadership as part-time employee transitioning to full-time track |
| Cleveland Clinic Lerner College of Medicine | Chair of Ophthalmology Research; Professor; Staff Surgeon | 2011–Present | Leadership in ophthalmology research and clinical practice |
| Cleveland Clinic | Consulting Staff | 2024–Present | Ongoing consulting support |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| AAVantgarde Bio (private) | Director | Since Sep 2023 | Board member of ophthalmic gene therapy company |
| American Academy of Ophthalmology | Retina Subspecialty Day Board Chairman (elected, previously served) | n/a | Specialty leadership role |
| American Society of Retina Specialists | Board member (prior), member | n/a | Professional society service |
| Retina Society; Macula Society; EURETINA; American Ophthalmological Society | Member | n/a | Professional affiliations |
Fixed Compensation
| Metric | FY2024 | Notes |
|---|---|---|
| Base Salary (annualized) | $550,000 (effective Jul 1, 2024) | Amended agreement reflects full-time status; initial part-time salary was $250,000 |
| Target Bonus % | 55% of base | Increased from initial 50% target under part-time agreement |
| Actual Bonus Paid | $242,000 (paid Feb 2025, for 2024) | Based on 110% achievement of corporate objectives; prorated for partial-year employment |
| Perquisites (selected) | $13,475 legal fee reimbursement; $236 tax gross-up for group term life; $16,042 consulting fees (pre-employment) | Disclosed in “All Other Compensation” |
Performance Compensation
Cash Incentive (FY2024)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Corporate objectives | Not disclosed | Not disclosed | 110% | $242,000 | Cash (paid Feb 2025) |
Equity Awards Granted (2024 lifecycle)
| Grant Date | Instrument | Shares | Strike/Grant Price | ASC 718 Fair Value per Share | Total Grant Date Fair Value | Vesting | Expiration |
|---|---|---|---|---|---|---|---|
| Feb 21, 2024 | Stock Option | 366,666 | $9.70 | $6.93 | ~$2,541,761 | 25% at 1-year, then equal monthly for 36 months | 02/21/2034 |
| Feb 21, 2024 | RSU | 122,222 | $9.70 (stock price on grant) | $9.70 | ~$1,185,553 | Equal quarterly installments over 3 years | n/a |
| Oct 2, 2024 | Stock Option (supplemental) | 200,000 | $9.31 | $6.67 | ~$1,334,227 | Equal monthly over 48 months | 10/01/2035 |
| Oct 2, 2024 | RSU (supplemental) | 100,000 | $9.31 | $9.31 | ~$931,000 | Equal annual installments over 3 years | n/a |
The October 2024 supplemental equity awards were intended to substitute for 2025 annual equity grants; thus, no February 2025 annual grants were made to Kaiser .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 332,527 shares; <1% of 159,262,024 shares outstanding as of Mar 31, 2025 |
| Options Outstanding (exercisable/unexercisable) | 129,164 / 70,836 at $3.36; exp 05/16/2033 |
| 0 / 366,666 at $9.70; exp 02/21/2034 | |
| 8,333 / 191,667 at $9.31; exp 10/01/2035 | |
| Unvested RSUs | 91,666 units; market value $782,828 at $8.54 on 12/31/2024 |
| 100,000 units; market value $854,000 at $8.54 on 12/31/2024 | |
| Vesting Cadence (supply/overhang) | Options vest monthly; RSUs vest quarterly (initial grant) and annually (supplemental grant) over 3 years |
| Hedging & Pledging | Company states no hedging practices/policies, but insider trading policy prohibits short sales and derivative transactions; pledging requires CFO approval |
| Rule 10b5-1 Plans | Executives may adopt Rule 10b5-1 trading plans; additional selling may occur outside plans when not in possession of MNPI |
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Agreements | Continuous until either party provides written termination notice; confidentiality and non-compete obligations during employment and for a specified period thereafter |
| Base/Bonus Eligibility | Full-time base salary $550,000; target bonus 55% of base from July 1, 2024; initial part-time base $250,000 with 50% target bonus |
| Severance (termination without cause/good reason, outside CoC) | Pay base salary for 12 months; continuation of group health insurance for 12 months (subject to law/policy terms) |
| Change-of-Control Economics (double-trigger within 12 months post-CoC) | Lump sum equal to 18 months base salary; 1.5x target annual bonus; full acceleration of time-based equity; 18 months of group health insurance continuation |
| 280G/4999 Treatment | Best-net approach: either full payments or reduced to avoid excise tax, whichever yields higher after-tax amount; no excise tax “gross-up” |
| Clawback | Compensation recovery policy effective Oct 2, 2023 (Dodd-Frank/Nasdaq 5608) |
| Insider Trading | Prohibits short sales and derivative transactions; pledging on margin or as collateral prohibited absent CFO approval |
Related Party Transactions and Perquisites
- i2Vision arrangements: Company entered an April 2024 Statement of Work with i2Vision entities affiliated with Drs. Heier and Kaiser to support AXPAXLI clinical advancement; fees and expenses totaled $2.4 million in 2024 (including $0.5 million pass-through costs) and ~$0.3 million in 2023 (including ~$0.1 million pass-through costs) .
- Kaiser Consulting Agreement (pre-employment): Consulting fees of ~$21,834 (2022), ~$147,639 (2023), and ~$34,754 (2024); initial option grant of 200,000 shares at $3.36 vesting monthly over four years .
- All Other Compensation (2024): Legal fee reimbursement $13,475; group term life insurance tax gross-up $236; $16,042 fees for consulting services prior to employment .
Compensation Structure Analysis
- Shift to full-time and higher at-risk mix: Transition from part-time ($250k base, 50% target bonus) to full-time ($550k base, 55% target bonus) in 2H 2024; supplemental equity awards granted October 2024 substituted for 2025 annual grants, concentrating vesting over 2024–2027 .
- Predominantly time-based equity: Kaiser’s RSUs and options are time-based (monthly, quarterly, or annual vesting); no PSUs disclosed for Kaiser in 2024/2025, reducing explicit performance-contingency risk vs time-based vesting .
- Discretionary bonus despite scaled disclosure: 2024 cash bonus awarded based on 110% corporate objective achievement; specific metric weightings/targets not disclosed due to smaller reporting company scaled disclosure .
Equity Compensation Plan Context
- Under the 2021 Plan through March 31, 2025: Kaiser has received options covering 766,666 shares and RSUs covering 222,222 shares; executives as a group received 2,914,533 options and 3,854,159 RSUs .
- Company-wide overhang: As of Dec 31, 2024, total securities to be issued upon exercise of outstanding options/warrants/rights were 23,277,287 with a weighted-average exercise price $6.77; remaining available for future issuance 9,260,579 .
Investment Implications
- Alignment and retention: Kaiser’s significant unvested time-based awards (options and RSUs) with monthly/annual vesting cadence and double-trigger CoC protections suggest strong retention incentives through 2027; time-based structure aligns with continued service but provides limited direct linkage to operating KPIs vs PSUs .
- Potential selling pressure: Quarterly and annual RSU vesting plus monthly option vesting can create periodic supply; executives may utilize 10b5-1 plans—monitor Form 4 filings around vest dates and post-lock-up windows .
- Change-of-control economics: 1.5x target bonus and full acceleration of time-based equity under CoC terminations (double trigger) create meaningful value realization, potentially aligning management with strategic transactions while preserving retention until deal close/integration .
- Governance risk mitigants: Clawback policy and insider trading restrictions (no derivatives; pledging only with CFO approval) reduce misalignment risks; absence of excise tax gross-ups is shareholder-friendly, though best-net provision may still lead to full payments if after-tax optimal .
- Related party oversight: i2Vision engagements are material and should be monitored for performance outcomes and continued arm’s-length treatment; disclosures indicate audit committee oversight and standard-rate engagement .
; Compensation/bonus/vesting ; Outstanding awards table and market values ; Ownership table/outstanding shares ; Employment agreement terms/severance/CoC ; Clawback/insider trading policy ; 10b5-1 plans and plan overhang ; i2Vision and consulting agreement details ; Compensation process/Scaled disclosure .]