Pravin Dugel
OCULAR THERAPEUTIXAbout Pravin Dugel
Pravin U. Dugel, M.D., age 61, is Executive Chairman (since February 2024) and President & Chief Executive Officer (since April 2024) of Ocular Therapeutix (OCUL). He previously led IVERIC bio as President (May 2021–Oct 2023) and earlier served as EVP, Chief Strategy & Business Officer (Apr 2020–May 2021); he was Managing Partner at Retinal Consultants of Arizona (1994–2021), is a clinical professor at the USC Eye Institute, and holds a B.A. from Columbia University and an M.D. from UCLA, with retina fellowships at Bascom Palmer and USC . The board determined he is not independent given his executive roles; OCUL combines the Chair and CEO roles with a Lead Independent Director in place to counterbalance governance risks . OCUL reported a 9% year-over-year increase in total net revenue in 2024, and pay-versus-performance disclosure shows TSR of $122.53 for 2024 (value of a $100 investment since 12/31/2021) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| IVERIC bio, Inc. | President | May 2021–Oct 2023 | Led company through clinical advancements; IVERIC was acquired by Astellas in 2023 . |
| IVERIC bio, Inc. | EVP, Chief Strategy & Business Officer | Apr 2020–May 2021 | Corporate strategy/business development leadership . |
| Retinal Consultants of Arizona | Managing Partner | 1994–2021 | Built and led private retina practice; principal investigator in >100 trials . |
| USC Eye Institute (Keck/USC) | Clinical Professor | Not disclosed | Academic leadership in ophthalmology . |
| Spectra Eye Institute | Founding Member | Not disclosed | Founding role in ophthalmology institute . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Oculis Holding AG | Director | 2020–May 2024 | Public biopharma board service . |
| IVERIC bio, Inc. | Director | Jan 2023–Jul 2023 | Board service until Astellas acquisition . |
| Aerpio Pharmaceuticals, Inc. | Director | Mar 2017–Aug 2021 | Board service until Aadi Bioscience acquisition . |
Fixed Compensation
| Component | Amount | Timing | Notes |
|---|---|---|---|
| Base Salary (2025) | $819,200 | Effective 2025 | Set following expanded CEO duties . |
| Target Annual Bonus (2025) | 75% of base | Effective 2025 | Target % approved by board . |
| 2024 Bonus | $386,100 | Early 2025 | 110% of target based on 2024 performance . |
| One-Time 2024 Adjustment | $500,000 | Early 2025 | To approximate higher compensation had CEO terms applied in 2024 . |
| Initial Executive Chairman Terms (2024) | $540,000 base; 65% target bonus | Feb 2024 | Initial agreement upon joining as Executive Chairman . |
Performance Compensation
| Incentive Type | Metric | Target / Tranches | Payout Opportunity | Vesting Details | Grant Date / Terms |
|---|---|---|---|---|---|
| RSU (2025) | Service | Time-based | 1,250,000 shares | Vests in equal annual installments over 3 years | Granted Feb 11, 2025 under 2021 Plan . |
| PSU (2025) | Stock price hurdles | Consecutive 60-day closing price ≥ $15, $20, $25, $30 (four equal tranches) | Up to 1,500,000 shares | Five-year performance period; tranches earned in first three years also require service through 3rd anniversary; good-leaver provisions apply . | |
| Performance Stock Option (2025) | Stock price hurdles | Same price hurdles as PSUs (four equal tranches) | Up to 2,750,000 options | Earned tranches in first 3 years subject to service through 3rd anniversary; exercise price $7.44; contingent on shareholder approval of 2021 Plan amendment . | |
| Initial Option (2024) | Service | N/A | 1,282,469 options | Vests in equal monthly installments over 4 years; strike $9.70 | Granted Feb 21, 2024 . |
| Initial RSU (2024) | Service | N/A | 854,979 RSUs | Vests in equal quarterly installments over 3 years | Granted Feb 21, 2024 . |
| Grant Date Fair Values (2025 RSU/PSU) | N/A | N/A | RSU ≈$9.3M; PSU ≈$9.3M | Valued under ASC 718; performance option fair value not determined pending shareholder approval | As disclosed in proxy . |
- Bonus program uses objective corporate criteria and board discretion; CEO does not set his own compensation .
- No 2026 annual equity award for CEO per board affirmation (CEO acknowledged) .
Equity Ownership & Alignment
| Ownership Detail | Amount | As of | Notes |
|---|---|---|---|
| Total Beneficial Ownership | 672,345 shares | March 31, 2025 | Less than 1% of 159,262,024 shares outstanding . |
| Breakdown (footnote) | 200,332 common; 71,248 RSUs vesting within 60 days; 400,765 options exercisable or becoming exercisable within 60 days | March 31, 2025 | Composition of beneficial holdings . |
| Outstanding Awards (12/31/2024) – Options | 267,176 exercisable; 1,015,293 unexercisable (strike $9.70; exp 2/21/2034) | Dec 31, 2024 | From outstanding awards table . |
| Outstanding Awards (12/31/2024) – RSUs | 641,234 not vested; market value $5,476,138 (at $8.54) | Dec 31, 2024 | From outstanding awards table . |
| Hedging/Pledging | Short sales and derivatives prohibited; margin purchases/pledging prohibited absent CFO approval | Policy effective/10-K exhibit | Insider trading policy and governance disclosures . |
- Stock ownership guidelines for executives/directors not disclosed; the company states it does not have practices/policies regarding hedging, while its insider trading policy prohibits derivative transactions .
Employment Terms
- Employment agreements provide confidentiality, non-compete, and non-solicit during employment and for a specified time thereafter (duration not disclosed) .
- Severance (outside change-of-control window): 12 months base salary, up to 12 months health coverage; accelerates time-based equity vesting by 12 months (24 months for awards granted on Feb 22, 2024) upon termination without cause, good reason, death/disability .
- Change-of-control (3 months before to 12 months after a “corporate change”): lump sum of 18 months base salary and 1.5× target bonus; full acceleration of time-based equity; up to 18 months health coverage .
- For 2025 RSU/PSU/Performance Option (“Performance Awards”):
- Good-leaver (without cause, good reason, death/disability): RSU vests accelerated by 18 months; 3-year service condition deemed satisfied for Performance Awards; vesting for any stock price hurdles achieved within 18 months post-termination; performance option exercise window 3 months after hurdle (180 days if death/disability) .
- Change-of-control good-leaver: Full RSU acceleration; 3-year service condition deemed satisfied; vesting for hurdles achieved prior to or in connection with corporate change .
- Clawback policy (effective Oct 2, 2023) applies to incentive compensation for restatements under Nasdaq Rule 5608 and Dodd-Frank; filed with 10-K .
Performance & Track Record
- 2024 operational achievements included early completion of SOL-1 Phase 3 randomization (344 patients), SOL-R initiation, multiple data readouts (HELIOS 40-week; OTX-TIC Phase 2), and FDA feedback de-risking pivotal program—framing 2024 bonus and equity decisions .
- Company highlighted 9% year-over-year increase in total net revenue in 2024 (including DEXTENZA sales) and financing capacity into 2028 .
OCUL financial performance (annual):
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($USD) | $58,443,000 | $63,723,000 |
| EBITDA ($USD) | -$79,399,000* | -$169,595,000* |
OCUL financial performance (recent quarters):
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| Revenues ($USD) | $17,082,000 | $10,698,000 | $13,459,000 | $14,544,000 |
| EBITDA ($USD) | -$62,726,000* | -$62,936,000* | -$66,615,000* | -$67,629,000* |
*Values retrieved from S&P Global.
Board Governance
- Board classes: Dugel is Class III (term ends at 2026 meeting); the board is staggered across Classes I/II/III .
- Independence: All directors except Dugel are independent per Nasdaq and Exchange Act rules; audit and compensation committees comprised solely of independent directors .
- Leadership structure: Combined Chair and CEO; board rationale centers on accountability/strategy alignment; Lead Independent Director (Charles Warden) responsibilities include chairing executive sessions, facilitating communications, and agenda-setting .
- Committee membership (non-employee directors): Nominating: Graves, Hong, Lindstrom; Compensation: Lindstrom, Warden, Williams; Audit: Raines, Warden, Williams .
- Director compensation: Dugel did not receive non-employee director compensation; standard non-employee retainer and equity terms disclosed for other directors .
Director Compensation (Dugel-specific)
- Not applicable—no fees or director equity as a non-employee director; Dugel’s compensation is disclosed under “Executive Compensation” .
Compensation Committee Analysis
- Independent consultant Aon engaged; committee meets in executive session without management; CEO not present during his own compensation deliberations .
- Committee affirmed no conflicts in Aon’s work (2024/2025 reviews) .
- Peer groups updated annually; 2024 criteria included early-commercial stage biotech/pharma, market cap $100–$600M; committee does not target a specific percentile .
- 2025 share pool amendment (8.75M shares) supports broad-based equity and the CEO Performance Option; plan prohibits repricing and discounted options; non-employee director annual equity caps in place; clawback applies .
Equity Ownership & Insider Activity (trading signals)
Recent Form 4 activity associated with Pravin Dugel:
- Feb 11, 2025 grants: 1,250,000 RSUs and 1,500,000 PSUs under 2021 Plan; vesting per PSU agreement and RSU schedule .
- Open market sales reported: 21,626 (May 23, 2024), 20,880 (Aug 23, 2024), 20,680 (Nov 25, 2024), 21,475 (Feb 24, 2025), 21,219 (May 23, 2025), 21,494 (Aug 25, 2025) .
- Additional 2025 filings include stock gifts/indirect holdings via spouse/trust .
Note: OCUL discloses that directors/executives may use Rule 10b5-1 trading plans; no specific plan details for Dugel were provided in the proxy .
Say-On-Pay & Shareholder Feedback
- Prior advisory vote (2024) indicated support for NEO compensation (including broker non-votes/abstentions counted as supportive); OCUL maintains annual say-on-pay per 2020 frequency vote .
- Following the 2025 CEO package approval, the Compensation Chair engaged top investors, receiving positive feedback on alignment of changes with long-term interests .
Related Party Transactions (context)
- In March 2019, OCUL issued a $37.5M convertible note to an entity affiliated with Summer Road LLC; in March 2024, 5,769,232 shares were issued upon conversion and ~$11.4M cash paid for accrued interest .
Investment Implications
- Pay-for-performance alignment: The CEO’s 2025 incentive mix is heavily equity-tied to stringent stock price hurdles ($15/$20/$25/$30), with three-year service conditions and no planned 2026 equity grant—supportive of long-term alignment and retention through at least 2027 .
- Retention risk vs. selling pressure: Large unvested RSUs/options and hurdle-based PSUs/options are retentive; modest, periodic open-market sales may reflect 10b5-1 activity rather than negative signaling, but warrant monitoring for pattern changes .
- Change-of-control economics: Enhanced severance (18 months salary, 1.5× target bonus) and full acceleration of time-based equity, with favorable treatment of performance awards upon corporate change, could influence negotiation postures in strategic scenarios .
- Governance check: Combined Chair/CEO role increases concentration risk, mitigated by an active Lead Independent Director and fully independent committees; no excise tax gross-ups, no option repricing, and a clawback policy are governance positives .
- Execution risk: 2024 achievements advance AXPAXLI’s pivotal path, but financials remain loss-making; continued regulatory and clinical execution is critical to unlocking performance equity value and shareholder returns . Annual and quarterly EBITDA remain negative (S&P Global), underscoring reliance on pipeline catalysts for value creation (see tables above). Values retrieved from S&P Global.