Richard Lindstrom

About Richard L. Lindstrom

Richard L. Lindstrom, M.D., age 77, has served on Ocular Therapeutix’s (OCUL) board since 2012 and is a Class II director up for re-election with a term ending in 2028 if elected . A renowned ophthalmic surgeon and inventor, he founded Minnesota Eye Consultants, is CEO/Chairman of Lindstrom Restoration, and has over 45 ophthalmology patents. He earned a B.A., B.S. in Medicine, and M.D. from the University of Minnesota, completing cornea, anterior segment, and glaucoma fellowships .

Past Roles

External Roles

Board Governance

• Board structure and class: Class II director; the board is staggered into three classes. Lindstrom’s term expires at the 2025 Annual Meeting and he is nominated for re-election to 2028 . The board re-nominated him despite an age-75 retirement guideline, citing extensive contributions and engagement .
• Committee assignments: Chair, Nominating & Corporate Governance Committee (NCG); Member, Compensation Committee; not on Audit .
• Committee activity (2024): Compensation Committee met 13 times; Audit Committee met 6 times; NCG Committee held 0 meetings .
• Board activity and attendance (2024): Board met 11 times; each director attended at least 75% of board and applicable committee meetings; all directors attended the 2024 annual meeting .
• Independence: OCUL states its compensation and NCG committees meet Nasdaq/SEC independence requirements; Lindstrom serves on both. The proxy also discusses Nasdaq independence standards and the board’s independence determinations .

Fixed Compensation

Breakdown of 2024 cash fees:

• $50,000 board retainer; $7,500 Compensation Committee member; $10,000 NCG Committee chair .

Director cash fee policy (2024; select items):

• $50,000 annual cash fee for non-employee directors; NCG chair +$10,000; Compensation member +$7,500; Audit member +$10,000; Compensation chair +$15,000; Lead Independent Director/Chair +$35,000 .

2025 updates:

• Lead Independent Director/Chair cash fee reduced to +$30,000 (from $35,000) .

Performance Compensation

• No performance metrics are disclosed for director equity awards; vesting is time-based per policy .
• Equity awards are granted at FMV with 10-year option term; automatic annual grants without additional board action under the stock plan .

Other Directorships & Interlocks

Expertise & Qualifications

• Ophthalmology pioneer with >45 patents (ophthalmic solutions, intraocular lenses, instruments) and global clinical impact .
• Founder and long-serving surgical leader at Minnesota Eye Consultants; significant governance and risk management experience .
• Prior president of multiple ophthalmology professional societies, evidencing sector leadership and network reach .
• Education: B.A. (Pre-Med), B.S. in Medicine, and M.D., University of Minnesota; extensive subspecialty fellowships .

Equity Ownership

Insider trading and Section 16(a) compliance:

• Late Form 4: Form 4 filed July 26, 2024 reported two option exercises (18,939 and 11,363 shares) that occurred on Feb 27, 2024; the company notes this as an exception to otherwise timely filings in 2024 .

Pledging/hedging:

• The proxy’s ownership and related-party sections do not indicate any shares pledged by Dr. Lindstrom; no related-person transactions involving him are disclosed .

Governance Assessment

• Strengths:
  • Independent non-employee director serving on key committees; OCUL affirms committee compositions meet Nasdaq/SEC independence requirements .
  • Chair of Nominating & Corporate Governance; time-based equity grants and meaningful option exposure support alignment with shareholders .
  • Board/committee activity: Board met 11 times; Compensation Committee met 13 times; attendance threshold met by all directors .
  • OCUL cites strong say-on-pay support in prior year and continued engagement; Compensation Committee oversees clawback policies .
• Watch items / RED FLAGS:
  • Nominating & Corporate Governance Committee held 0 meetings in 2024 despite board refreshment and leadership structure responsibilities—potential effectiveness concern given Lindstrom chairs this committee .
  • Age-limit exception: OCUL re-nominated Lindstrom notwithstanding a guideline to retire at 75; board cites his contributions—investors may weigh succession and refreshment considerations .
  • Section 16(a) delinquency: Late Form 4 filing for February 27, 2024 option exercises (filed July 26, 2024), a minor compliance lapse to monitor .
  • Multiple external industry advisory roles; while common for sector experts, monitor for any future related-party transactions or conflicts (none disclosed) .

Director Compensation (Contextual Detail)

Other Notes

• Committee charters available on OCUL’s investor website; Audit Committee is responsible for related-party approvals and risk oversight, including cybersecurity .
• Beneficial ownership table basis: 159,262,024 shares outstanding as of Mar 31, 2025 .

Overall, Lindstrom brings deep sector expertise and long-tenured governance experience. Key governance watch items include the NCG committee’s 2024 inactivity under his chairmanship, an age-policy exception for re-nomination, and a minor Section 16 filing lapse; on balance, equity-heavy director pay and service on independent committees support alignment, but investors may want clearer evidence of NCG process rigor in the upcoming year .