{"url_path":"/sec/ocul/8-k/2026-06-12/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-12","source_url":"https://www.sec.gov/Archives/edgar/data/1393434/0001104659-26-073496-index.html","accession_number":"0001104659-26-073496","cik":"0001393434","ticker":"OCUL","issuer_name":"OCULAR THERAPEUTIX, INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1393434/0001104659-26-073496-index.html","primary_entity_key":"0001393434","primary_entity_name":"OCULAR THERAPEUTIX, INC"},"word_count":592,"has_tables":true,"body_markdown":"**Item 5.02**\n**Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**\n\n \n\n*Amendment to 2021 Stock Incentive Plan*\n\n \n\nOn June 10, 2026, Ocular Therapeutix, Inc. (the “Company”)\nheld its 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”). At the 2026 Annual Meeting, the Company’s\nstockholders approved an amendment (“Amendment No. 5”) to the Company’s 2021 Stock Incentive Plan, as amended (the “2021\nStock Incentive Plan”). Amendment No. 5, which had previously been adopted by the Company’s Board of Directors (the “Board”)\nsubject to stockholder approval, increased the number of shares of common stock of the Company issuable under the 2021 Stock Incentive\nPlan by 10,000,000 shares.\n\n \n\nA description of the material terms and conditions of Amendment\nNo. 5 is set forth in Proposal 4 on pages 64 to 76 of the Company’s definitive\nproxy statement for the 2026 Annual Meeting, filed with the Securities and Exchange Commission on April 30, 2026 (the “2026\nProxy Statement”), and is incorporated herein by reference. This summary of Amendment No. 5 is qualified in its entirety by\nreference to the full text of the 2021 Stock Incentive Plan, as amended by Amendment No. 5, a copy of which is attached hereto as\nExhibit 99.1 and is incorporated herein by reference.\n\n \n\n*Appointment of Chief Financial Officer*\n\n \n\nOn June 10, 2026, the Board appointed Jason Robins, the Company’s\ninterim Chief Financial Officer, to serve as the Chief Financial Officer. Mr. Robins is continuing to serve as the Company’s principal\nfinancial officer and principal accounting officer. In connection with Mr. Robins’ appointment, his annual base salary is increased\nto $535,100 beginning July 1, 2026, and his annual cash bonus, determined by and payable at the sole discretion of the Board, is targeted\nat 45% of his annual base salary. Additionally, the Company granted Mr. Robins, effective June 10, 2026 (the “Grant Date”),\n(i) a stock option to purchase up to 14,024 shares of the Company’s common stock at a per share exercise price equal to the closing\nprice of the Company’s common stock on The Nasdaq Global Market on the Grant Date and (ii) a restricted stock unit award representing\nthe right to receive 15,441 shares of the Company’s common stock. Subject to Mr. Robins’ continued service to the Company,\nhis option award vests in equal monthly installments over a four-year period, and his restricted stock unit award vests in equal yearly\ninstallments over a three-year period.\n\n \n\nMr. Robins, age 50, has served as the Company’s interim Chief\nFinancial Officer since January 20, 2026. Mr. Robins had previously served as the Company’s Senior Vice President, Finance, since\nJanuary 2025, where he managed accounting, reporting, financial planning and analysis, and corporate planning. From October 2020 to December\n2024, Mr. Robins served as Vice President, Finance, of Fusion Pharmaceuticals Inc., a biopharmaceutical company acquired by AstraZeneca\nin June 2024. Mr. Robins received a Bachelor of Science from Babson College, a Master of Science from the Harvard-MIT Division of Health\nSciences and Technology, and a Master of Business Administration from the MIT Sloan School of Management.\n\n \n\nThere is no arrangement or understanding between Mr. Robins and any\nother person pursuant to which Mr. Robins was appointed as Chief Financial Officer. There are no related party transactions between the\nCompany and Mr. Robins reportable under Item 404(a) of Regulation S-K and no family relationships between Mr. Robins and any of the Company’s\ndirectors or officers.\n\n \n\nIn connection with Mr. Robins’ appointment, Donald Notman is\ncontinuing to serve as Chief Operating Officer of the Company."}