Opus Genetics Inc

This advisory "say-on-pay" proposal asks stockholders to approve the Company’s named executive officer compensation as disclosed in the proxy statement. Management frames the program as designed to align executive incentives with the Company’s business objectives, to attract and retain experienced leadership, and to emphasize long-term value creation through a mix of base salary, annual cash bonuses tied to corporate objectives, and equity awards (RSUs and options) that promote retention. The Board supports the proposal and notes prior strong stockholder support (approximately 86% approval in 2025) as evidence that the program is broadly acceptable to investors, while indicating the vote is non-binding but will inform future compensation policy. The compensation program incorporates target bonus percentages tied to performance metrics across business development, clinical, manufacturing and regulatory milestones and uses multi-year equity vesting schedules to align executives’ interests with long-term shareholder value. Because it is advisory, the vote does not legally bind the Board, but a significant negative vote would trigger Board consideration of changes and further stockholder engagement. The Company also disclosed typical severance and change-in-control protections for executives, which may be relevant to investors assessing alignment and potential payouts following corporate transactions. Overall, the proposal is governance-focused: it asks shareholders to endorse how pay is set and delivered, while management commits to consider stockholder feedback in future years to maintain alignment with stockholder interests.

This proposal seeks shareholder approval to amend the Company’s Restated Certificate of Incorporation to increase authorized common shares from 125 million to 250 million. Management and the Board present the change as necessary to provide capital-raising and corporate flexibility — including issuances for financing, equity incentive plan grants, acquisitions, and settlement of obligations — and they specifically note that approval is a condition to permit the full conversion of 7,374,632 shares of outstanding Series B Non-Voting Convertible Preferred Stock issued under a February 2026 Securities Purchase Agreement. If the charter amendment is approved, each outstanding share of Series B Preferred Stock will automatically convert into Common Stock per the Certificate of Designation, subject to beneficial ownership limits, enabling the planned financing to proceed without a shortage of authorized shares. The Board acknowledges that issuing additional shares will dilute existing shareholders’ percentage ownership but argues the benefits (access to capital and operational flexibility) outweigh that cost. The filing also recognizes that increasing authorized shares could, under some circumstances, be viewed as having anti-takeover effects, but the Board states the proposal is not in response to any takeover attempt nor intended as an anti-takeover measure. Absent stockholder approval, the Company may lack sufficient authorized shares to convert the Series B Preferred and to execute contemplated financing or corporate transactions, which could impede near-term strategic and funding objectives. The Board recommends the amendment and intends to file the Certificate of Amendment promptly upon approval; the amendment becomes effective upon filing with the Delaware Secretary of State. Investors should weigh immediate dilution risks against the need for additional capital and the potential value generated from the uses of proceeds and strategic transactions that the additional authorization would enable.