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(1)

You may vote over the Internet during the annual meeting. You may vote your shares over the Internet by accessing the annual meeting website by following the instructions provided in the Notice or, if you choose to request paper copies of proxy materials, on the proxy card. You do not need to register in advance to attend the annual meeting online. You can cast your votes by following the prompts provided by the website.

(2)	You may vote over the Internet prior to the annual meeting . You may vote your shares over the Internet by following the "Vote over Internet Prior to Annual Meeting" instructions on the Notice or, if you choose to request paper copies of proxy materials, on the proxy card. If you vote over the Internet prior to the annual meeting, you do not need to vote during the annual meeting or by telephone.

(3)	You may vote by telephone prior to the annual meeting. You may vote your shares by following the “Vote by Phone” instructions on the Notice or, if you choose to request paper copies of proxy materials, on the proxy card. If you vote by telephone, you do not need to vote over the Internet.

•	voting online at the 2020 annual meeting;

•	submitting a new proxy by following the “Vote by Internet Prior to Annual Meeting” or “Vote by Phone” instructions on the Notice or, if you choose to request paper copies of proxy materials, on the proxy card, prior to the start of the 2020 annual meeting; or

•	giving our Secretary a written notice via email at proxyrequest@ivericbio.com before or at the 2020 annual meeting that you want to revoke your proxy.

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(1)	Member of our audit committee.

(2)	Member of our compensation committee.

(3)	Member of our nominating and corporate governance committee.

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•	the class I directors are Ms. Henderson and Mr. Sblendorio, and their term expires at the 2020 annual meeting;

•	the class II directors are Mr. Bolte and Dr. Roberts, and their term expires at our annual meeting of stockholders to be held in 2021; and

•	the class III directors are Dr. Graves and Dr. Guyer, and their term expires at our annual meeting of stockholders to be held in 2022.

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•	chairing meetings of the independent directors in executive session;

•	facilitating communications between other members of our board, our executive chairman and our chief executive officer;

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•	working with our executive chairman and our chief executive officer in the preparation of the agenda for each board meeting and in determining the need for special meetings of our board;

•	reviewing and, if appropriate, recommending action to be taken with respect to written communications from stockholders submitted to our board (see “Board Processes—Communications with Stockholders” below);

•	consulting with our executive chairman and our chief executive officer on matters relating to corporate governance and board performance; and

•	meeting with any director who is not adequately performing his or her duties as a member of our board of directors or any committee.

•	appointing, approving the compensation of, and assessing the independence of our registered public accounting firm;

•	overseeing the work of our independent registered public accounting firm, including through the receipt and consideration of reports and other communications from such firm;

•	reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures;

•	monitoring our internal controls over financial reporting and disclosure controls and procedures;

•	overseeing our risk assessment and risk management policies and programs, including our code of business conduct and ethics and our compliance activities;

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•	overseeing cybersecurity, including measures to protect and improve our informational technology systems, and monitoring cybersecurity and privacy risks;

•	establishing policies regarding hiring employees from our independent registered public accounting firm and procedures for the receipt and retention of accounting-related complaints and concerns;

•	meeting independently with our independent registered public accounting firm and management;

•	reviewing and approving or ratifying any related person transactions; and

•	preparing the audit committee report required by SEC rules.

•	reviewing and approving, or making recommendations to our board with respect to, the compensation of our executive chairman, our chief executive officer and our other executive officers;

•	overseeing an evaluation of our senior executives;

•	overseeing and administering our cash and equity incentive plans;

•	reviewing and making recommendations to our board with respect to director compensation;

•	overseeing and reviewing with management the human capital of the company, including ways to attract, develop and retain key employees for the growth of our business;

•	reviewing and discussing annually with management our compensation disclosure required by SEC rules; and

•	preparing the compensation committee report required by SEC rules.

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•	identifying individuals qualified to become members of our board;

•	recommending to our board the persons to be nominated for election as directors and to each of our board’s committees;

•	reviewing and making recommendations to our board with respect to our board leadership structure;

•	reviewing and making recommendations to our board with respect to management succession planning;

•	developing and recommending to our board corporate governance principles; and

•	overseeing a periodic evaluation of our board.

•	Dr. Graves, who served throughout the year;

•	Ms. Henderson, who served starting in October 2019 following Mr. Redlick's resignation;

•	Dr. Roberts, who served starting in February 2019;

•	Mr. Redlick, who served until his resignation in October 2019;

•	Dr. Ross, who served until his resignation in February 2019; and

•	Dr. Dyrberg, who served until the expiration of his term in May 2019.

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•	our board’s principal responsibility is to oversee our management;

•	a majority of the members of our board must be independent directors;

•	the independent directors meet in executive session at least twice a year;

•	directors have full and free access to management and, as necessary, independent advisors;

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•	new directors participate in an orientation program and all directors are expected to participate in continuing director education on an ongoing basis; and

•	our board will conduct an annual self-evaluation to determine whether it and its committees are functioning effectively.

•	the related person’s interest in the related person transaction;

•	the approximate dollar value of the amount involved in the related person transaction;

•	the approximate dollar value of the amount of the related person’s interest in the transaction without regard to the amount of any profit or loss;

•	whether the transaction was undertaken in the ordinary course of our business;

•	whether the terms of the transaction are no less favorable to us than terms that could have been reached with an unrelated third party;

•	the purpose of, and the potential benefits to us of, the transaction; and

•	any other information regarding the related person transaction or the related person in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction.

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interests arising solely from the related person’s position as an executive officer of another entity (whether or not the person is also a director of such entity) that is a participant in the transaction, where (a) the related person and all other related persons own in the aggregate less than a 10% equity interest in such entity, (b) the related person and his or her immediate family members are not involved in the negotiation of the terms of the transaction and do not receive any special benefits as a result of the transaction and (c) the amount involved in the transaction is less than the greater of $200,000 or 5% of the annual gross revenues of the company receiving payment under the transaction; and

•	a transaction that is specifically contemplated by provisions of our charter or bylaws.

(1)	Mr. Sblendorio was our president and chief executive officer, and a director, at the time the transaction was entered into. He purchased 62,500 shares of our common stock at the public offering price of $4.00 per share.

(2)	Stonepine Capital, L.P. and its affiliates were collectively a more than 5% shareholder at the time the transaction was entered into. Stonepine Capital, L.P. purchased a pre-funded warrant to purchase 2,500,000 shares of our common stock at the public offering price of $3.99 per share underlying such pre-funded warrant.

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•	delivered topline data from our randomized, controlled OPH2003 clinical trial, confirming that Zimura® (avacincaptad pegol), our complement factor C5 inhibitor, met its prespecified primary endpoint in reducing the mean rate of geographic atrophy (GA) growth in patients with dry age-related macular degeneration (AMD);

•	initiated toxicology studies for IC-100, our novel adeno-associated virus (AAV) gene therapy product candidate for the treatment of rhodopsin-mediated autosomal dominant retinitis pigmentosa, in line with our plans to initiate a Phase 1/2 clinical trial for IC-100 during the fourth quarter of 2020 as of the end of 2019;

•	identified and selected a contract manufacturer and continued preparations for investigational new drug (IND)-enabling activities for IC-200, our novel AAV gene therapy product candidate for the treatment of BEST1-related inherited retinal diseases, in line with our plans to initiate a Phase 1/2 clinical trial for IC-200 during the first half of 2021 as of the end of 2019;

•	entered into an exclusive global license agreement with the University of Pennsylvania and the University of Florida Research Foundation for rights to develop and commercialize IC-200;

•	entered into an exclusive global license agreement with the University of Massachusetts for rights related to our miniCEP290 gene therapy program for the treatment of Leber Congenital Amaurosis type 10;

•	completed an underwritten public offering that raised approximately $42.6 million in net proceeds;

•	hosted multiple R&D symposiums to educate investors regarding our Zimura and gene therapy programs;

•	re-branded the company, changing our name from Ophthotech Corporation to IVERIC bio, Inc. and launching a new website;

•	ended 2019 with approximately $125.7 million in cash and cash equivalents; and

•	made several key hires to support our gene therapy research and development programs, including a chief scientific officer, to help position us to move our gene therapy pipeline forward.

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•	attract, retain and motivate experienced and talented executives;

•	align the interests of our executives with our stockholders by rewarding performance that leads to the creation of stockholder value;

•	promote the achievement of key strategic, development and operational performance measures by linking compensation to the achievement of measurable corporate goals; and

•	provide an opportunity for executives to realize value over the long-term based on company performance and appreciation in our stock price.

•	base salary;

•	short-term cash incentive awards; and

•	long-term equity incentive awards.

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•	to ensure adequate currently‑paid base compensation to attract and retain talent;

•	to provide rewards for meeting near-term business goals; and

•	to provide incentives to align the interests of our management with those of our stockholders by incentivizing our executives to take steps to maximize our long‑term value.

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•	each component of compensation, including 2019 base salary, 2019 short-term cash incentive opportunity and the long-term equity awards granted in December 2018 as incentive compensation for 2019 and beyond;

•	long-term and short-term compensation; and

•	“at risk” pay.

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SCT compensation consists of the aggregate three-year pay for Dr. Guyer (first half of 2017), and Mr. Sblendorio (second half of 2017 and full-year 2018 and 2019). SCT pay consists of: (i) actual base salary; (ii) the value of the retention award (consisting of a mix of cash and restricted stock units) granted to Dr. Guyer on the grant date in January 2017, based on the expected cash value and grant date fair value of the restricted stock units, calculated as required for the SCT; (iii) actual short-term cash incentive awards earned; and (iv) the fair value of all long‑term incentive awards on the date of grant, calculated as required for the SCT.

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Realizable pay as of FYE consists of (i) actual base salary; (ii) the value of the 2017 retention award realized by Dr. Guyer based on the cash value and the value of the shares issued upon vesting of the restricted stock units in June 2017 and December 2017; (iii) actual short-term cash incentive awards earned; and (iv) the value of long‑term incentive awards on the vesting date (if vested) or on December 31, 2019 (if unvested), which was the last trading day of 2019.

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Realizable pay as of 3/31/20 consists of (i) actual base salary; (ii) the value of the 2017 retention award realized by Dr. Guyer based on the cash value and the value of the shares issued upon vesting of the restricted stock units in June 2017 and December 2017; (iii) actual short-term cash incentive awards earned; and (iv) the value of long‑term incentive awards on the vesting date (if vested) or on March 31, 2020 (if unvested), which was the last trading day of the first quarter of 2020.

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•	the level of performance and contributions made by our NEOs, including performance against individual goals and eligibility to participate in our short-term cash incentive program;

•	the need for salary increases; and

•	whether or not equity awards should be made and the recommended amounts.

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•	biotechnology or pharmaceutical industry;

•	Phase 2 stage of clinical development;

•	market capitalization in the range of $30 million to $300 million; and

•	fewer than 120 employees.

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*	New company for 2019 peer group.

•	biotechnology or pharmaceutical industry;

•	Phase 2 or Phase 3 stage of clinical development;

•	focus in gene/cell therapy and/or ophthalmology;

•	market capitalization in the range of $50 million to $400 million; and

•	fewer than 120 employees.

*	New company for 2020 peer group.

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•	establishment of corporate goals for our short-term cash incentive program and individual goals for our executive officers that are consistent with our annual operating and strategic plans, that are designed to achieve the proper risk/reward balance, and that should not require excessive risk taking to achieve;

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the mix between fixed and variable, annual and long‑term and cash and equity compensation is designed to encourage strategies and actions that balance our short‑term and long‑term best interests (for example, our short-term cash incentive program provides an incentive to accomplish short-term objectives while our policy of limiting the maximum payout under the program to 150% of each NEO’s target opportunity provides a cap on the reward for short-term performance, which is designed to focus NEOs on long-term value creation);

•	equity awards generally vest over a period of time, which we believe encourages executives to take a long‑term view of our business; and

•	our ownership guidelines, which require NEOs to hold equity over a specified time-period and above a certain value, further align executive interests with the interests of our stockholders.

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Based on the company’s business plan as of the beginning of 2019, limited to the continuation of the company’s research and development programs ongoing at such time, and exclusive of any additional expenditures, including associated development costs, in the event any of these programs advanced to the next stage of development or the company in-licensed or acquired any new product candidates or commenced any new sponsored research programs.

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(1)	Mr. Carroll’s individual goal achievement rating of 115% was based upon: (i) completing internal reporting requirements ahead of schedule and (ii) financial results exceeding budget for cash and operating loss.

(2)	Mr. Westby’s individual goal achievement rating of 127% was based upon: (i) providing OPH2003 data ahead of schedule (ii) leading successful pre-IND meeting with the FDA for IC-200 program; and (iii) leading efforts around successful re-branding of the company.

•	a value-based approach, based on the value of the award at the time of grant; and

•	a percent of company approach, based on the size of the award relative to the number of shares a company has outstanding at the time of grant.

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(1)	In addition to time-based vesting, these awards will not vest and become exercisable unless, for a period of twenty consecutive trading days, the average closing sale price of our common stock equals or exceeds 125% of the per share exercise price of the options.

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•	an accounting restatement is required due to our material noncompliance with any financial reporting requirement under the U.S. federal securities laws; and

•	the board of directors (or a committee thereof), in its sole discretion, determines that an act or omission of a current or former executive officer contributed to the circumstances requiring the restatement and that such act or omission involved fraud or intentional misconduct

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(1)	The amounts reported in the “Bonus” column for 2017 reflect the cash portion of retention awards that we granted in January 2017 as an incentive for our continuing NEOs to remain with the company and which vested in two installments in June 2017 and December 2017.

(2)

The amounts reported in the “Stock Awards” and “Option Awards” columns reflect the aggregate fair value of share-based compensation granted during the year computed in accordance with the provisions of Financial Accounting Standards Board Accounting Standard Codification, or ASC, Topic 718. See Note 2 to our audited financial statements appearing in our Annual Report on Form 10-K for the year ended December 31, 2019, which was filed with the SEC on February 27, 2020 , regarding assumptions underlying the valuation of equity awards. The amounts reported in the “Option Awards“ column for 2019 and 2018 reflect the grant date fair value of the RSUs granted to Mr. Sblendorio and Dr. Guyer in December 2019 and December 2018, respectively. For more information about these awards, please see Note 4 of “Grants of Plan-Based Awards Table”. The amounts reported in the “Stock Awards” column for 2017 reflect the grant date fair value of the RSU portion of retention awards that we granted in January 2017 as an incentive for our continuing NEOs to remain with the company and which vested with respect to 50% of the shares subject to the award in each of June 2017 and December 2017. In addition, until 2017 our annual equity awards were granted effective in the beginning of the calendar year taking into account performance during the previous year. For example, the compensation committee and our board of directors approved the annual equity grant for 2016 in January 2017. However, for administrative purposes, the compensation committee and our board of directors approved the annual equity grant for 2017 in December 2017 and therefore, the 2017 performance grants that previously would have occurred in January 2018 were granted in December 2017. Therefore, the amounts reported in the “Option Awards” column for 2017 for our NEOs, Mr. Sblendorio, Dr. Guyer, Mr. Carroll and Mr. Westby, include the grant date fair value of multiple stock option grants made in 2017 for different performance years. In 2018 and 2019, we continued this practice by approving annual equity grants for those years in December 2018 and December 2019, respectively.

(3)	The amounts reported in the “Non-Equity Incentive Plan Compensation” column represent awards to our NEOs under our short-term cash incentive program.

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(4)	The compensation included in the “All Other Compensation” column includes the following:

•	for 2019, matching contributions that we made under our 401(k) plan, which was $8,000 for Mr. Sblendorio, $8,000 for Dr. Guyer, $8,000 for Mr. Carroll, and $8,000 for Mr. Westby, and housing payments of $88,800 for Mr. Sblendorio;

•	for 2018, matching contributions that we made under our 401(k) plan, which was $8,000 for Mr. Sblendorio, $8,000 for Dr. Guyer, $8,000 for Mr. Carroll, and $8,000 for Mr. Westby, and housing payments of $88,800 for Mr. Sblendorio; and

•	for 2017, matching contributions that we made under our 401(k) plan, which was $8,000 for Mr. Sblendorio, $8,000 for Dr. Guyer, and $8,000 for Mr. Carroll, housing payments of $92,100 for Mr. Sblendorio, and vacation carry-over payouts of $7,211 for Mr. Carroll.

(5)

In 2016, Mr. Sblendorio joined us as our executive vice president, chief operating officer, chief financial officer and treasurer. He subsequently ceased to serve as chief operating officer effective as of January 29, 2017 upon the appointment of Mr. Westby to such position, and was appointed as president effective as of January 30, 2017. He ceased serving as chief financial officer and treasurer effective as of April 24, 2017 upon the appointment of Mr. Carroll to such positions. On July 1, 2017, upon the transition of Dr. Guyer to executive chairman, Mr. Sblendorio assumed the position of chief executive officer in addition to his role as president, and Mr. Sblendorio’s annual salary was increased from $495,000 to $625,000. Mr. Sblendorio also serves as a member of our board of directors but does not receive any additional compensation for his service as a director. In 2019, Mr. Sblendorio elected to reduce his base salary by $26,442 to account for eleven days that he took during 2019 beyond the standard allotment of vacation days for employees.

(6)	In 2017, in connection with Dr. Guyer's transition from his prior role as chief executive officer to his current role as executive chairman, we and Dr. Guyer agreed that starting in 2018, his base salary would be reduced from $625,200 to $525,000. Dr. Guyer also serves as a member of our board of directors but does not receive any additional compensation for his service as a director.

(7)	Mr. Carroll was promoted to the role of chief financial officer and treasurer effective April 24, 2017, at which time he became an executive officer and his annual salary was increased from $365,000 to $375,000.

(8)	Mr. Westby was promoted to the role of chief operating officer effective January 29, 2017, at which time he became an executive officer and his annual salary was increased from $303,200 to $325,000.

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(1)

Represents the target payout levels under our short-term cash incentive program. Target payouts for Mr. Sblendorio, Dr. Guyer, Mr. Carroll and Mr. Westby represented 65%, 50%, 40% and 40% of base salary in 2019 , respectively. As discussed above under “Compensation Discussion and Analysis—2019 NEO Compensation Determinations—2019 Short-Term Cash Incentive Awards— 2019 Corporate Goals,” the actual payout with respect to each NEO was more than the target award amount. The short-term cash incentive program did not have threshold payout levels, as the determination of the level of achievement of corporate objectives was subjective and subject to the discretion of our compensation committee and board of directors. Additional information regarding the design of our short-term cash incentive program, including a description of the corporate objectives applicable to 2019 awards, is described above in “Compensation Discussion and Analysis—2019 NEO Compensation Determinations—2019 Short-Term Cash Incentive Awards.”

(2)	The exercise price per share of each option award is equal to the closing market price of our common stock on the date of grant. Each of the option awards vest with respect to 25% of the shares subject to the option on the first anniversary of the grant date and with respect to the remaining shares in approximately equal monthly installments through the fourth anniversary of the grant date.

(3)	The amounts in the “Grant Date Fair Value of Stock and Option Awards” column reflect the grant date fair value of stock and option awards granted in 2019 calculated in accordance with ASC 718.

(4)	These option awards, which were granted to Mr. Sblendorio and Dr. Guyer, were, in addition to being subject to the traditional time-based vesting that we typically use for our other long-term equity awards and which is described in Note 2 above, subject to performance-based vesting. The performance-based vesting

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(5)	These stock awards vest with respect to 50% of the shares on December 31, 2020 and, with respect to the remaining shares, on December 31, 2021.

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(1)	These options were granted in connection with Mr. Sblendorio’s service on our board of directors and are fully vested.

(2)	The unvested shares vest monthly in approximately equal amounts through April 2020.

(3)	The unvested shares vest monthly in approximately equal amounts through January 2021.

(4)	The unvested shares vest monthly in approximately equal amounts through December 2021.

(5)	The unvested shares vest monthly in approximately equal amounts through December 2022.

(6)	The unvested shares vest over four years, with 25% vesting in December 2020 and the remaining unvested shares vesting monthly in approximately equal amounts through December 2023.

(7)	These restricted stock units vest in annual increments, with the remaining vesting event occurring in April 2020.

(8)	These restricted stock units vest in annual increments, with the remaining vesting events occurring in December 2020, December 2021 and December 2022.

(9)	These restricted stock units vest in annual increments, with the remaining vesting events occurring in December 2020, December 2021, December 2022 and December 2023.

(10)	These restricted stock units are subject to performance-based vesting. The unvested shares vest upon the occurrence of certain milestones.

(11)	The unvested shares vested in January 2020.

(12)	These restricted stock units vested in annual increments, with the final vesting event occurring in January 2020.

(13)	The unvested shares vest monthly in approximately equal amounts through June 2020.

(14)	The unvested shares vest monthly in approximately equal amounts through April 2021.

(15)	These restricted stock units vest in annual increments, with the remaining vesting event occurring in July 2020.

(16)	These restricted stock units vest with respect to 50% of the shares in December 2020 and the remaining shares in December 2021.

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(1)

The value of stock options with accelerated vesting represents the value of unvested stock options, calculated by multiplying the number of shares subject to the accelerated portion of the option by the amount by which $8.58 , the closing market price of our common stock on December 31, 2019 , exceeds the exercise price of such option. Because the exercise prices of these stock options each exceed $8.58 , the closing market price of our common stock on December 31, 2019 , the value of each of these options is $0.

(2)	The value of restricted stock units with accelerated vesting represents the value of unvested restricted stock units, calculated by multiplying the number of shares subject to the accelerated portion of the restricted stock units by $8.58 , the closing market price of our common stock on December 31, 2019 .

•	provide that awards shall be assumed, or substantially equivalent awards shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof);

•	upon written notice to a plan participant, provide that the participant’s unexercised awards will terminate immediately prior to the consummation of such transaction unless exercised by the participant within a specified period;

•	provide that outstanding awards shall become exercisable, realizable, or deliverable, or restrictions applicable to an award shall lapse, in whole or in part prior to or upon such transaction;

•	in the event that, under the terms of the transaction, holders of common stock will receive upon consummation thereof a cash payment for each share surrendered in the transaction, make or provide for a cash payment to a

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•	provide that, in connection with a liquidation or dissolution of the company, awards shall convert into the right to receive liquidation proceeds (if applicable, net of the exercise, measurement or purchase price thereof and any applicable tax withholdings); or

•	any combination of the foregoing.

•	all unvested options then held by such participant shall immediately become exercisable in full; and

•	all restricted stock then held by such participant shall immediately become free from all conditions or restrictions.

•	the number of shares of our common stock covered by options and the dates upon which the options become exercisable;

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•	the type of options to be granted;

•	the duration of options, which may not be in excess of ten years;

•	the exercise price of options, which must be at least equal to the fair market value of our common stock on the date of grant; and

•

the number of shares of our common stock subject to and the terms of any stock appreciation rights, restricted stock awards, restricted stock units or other stock-based awards and the terms and conditions of such awards, including conditions for repurchase, measurement price, issue price and repurchase price (though the measurement price of stock appreciation rights must be at least equal to the fair market value of our common stock on the date of grant and the duration of such awards may not be in excess of ten years).

•	provide that all outstanding awards shall be assumed, or substantially equivalent awards shall be substituted, by the acquiring or successor corporation (or an affiliate thereof);

•	upon written notice to a participant, provide that all of the participant’s unvested and/or unexercised awards will terminate immediately prior to the consummation of such reorganization event unless exercised by the participant;

•	provide that outstanding awards shall become exercisable, realizable or deliverable, or restrictions applicable to an award shall lapse, in whole or in part, prior to or upon such reorganization event;

•

in the event of a reorganization event pursuant to which holders of shares of our common stock will receive a cash payment for each share surrendered in the reorganization event, make or provide for a cash payment to the participants with respect to each award held by a participant equal to (1) the number of shares of our common stock subject to the vested portion of the award (after giving effect to any acceleration of vesting that occurs upon or immediately prior to such reorganization event) multiplied by (2) the excess, if any, of the cash payment for each share surrendered in the reorganization event over the exercise, measurement or purchase price of such award and any applicable tax withholdings, in exchange for the termination of such award; and/or

•	provide that, in connection with a liquidation or dissolution, awards shall convert into the right to receive liquidation proceeds (if applicable, net of the exercise, measurement or purchase price thereof and any applicable tax withholdings).

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•	provide that options will be assumed, or substantially equivalent options will be substituted, by the acquiring or succeeding corporation (or an affiliate thereof);

•

upon written notice to employees, provide that all outstanding options will be terminated immediately prior to the consummation of the reorganization event and that all such outstanding options will become exercisable to the extent of accumulated payroll deductions as of a date specified by our board or committee appointed by our board in such notice, which date will not be less than ten (10) days preceding the effective date of the reorganization event;

•	upon written notice to employees, provide that all outstanding options will be cancelled as of a date prior to the effective date of the reorganization event and that all accumulated payroll deductions will be returned to participating employees on such date;

•

in the event of a reorganization event under the terms of which holders of our common stock will receive upon consummation thereof a cash payment for each share surrendered in the reorganization event, change the last day of the offering period to be the date of the consummation of the reorganization event and make or provide for a cash payment to each employee equal to (1) the cash payment for each share surrendered in the reorganization event times the number of shares of our common stock that the employee’s accumulated payroll deductions as of immediately prior to the reorganization event could purchase at the applicable purchase price, where the cash payment for each share surrendered in the reorganization event is treated as the fair market value of our common stock on the last day of the applicable offering period for purposes of determining the purchase price and where the number of shares that could be purchased is subject to the applicable limitations under the ESPP, minus (2) the result of multiplying such number of shares by the purchase price; and/or

•	provide that, in connection with our liquidation or dissolution, options will convert into the right to receive liquidation proceeds (net of the purchase price thereof).

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•	provide that the awards will be assumed, or substantially equivalent awards will be substituted, by the acquiring or succeeding corporation (or an affiliate of the acquiring or succeeding corporation);

•	provide by written notice that all of the unvested and/or unexercised awards will terminate immediately prior to the consummation of the reorganization event unless the recipient exercises them (to the extent they can then be exercised) within a specified period following the date of the notice;

•	provide that the outstanding awards will become exercisable, realizable, or deliverable, or that any restriction applicable to the awards will lapse, in whole or in part, prior to or upon the reorganization event;

•

if the terms of the reorganization event provide that the holders of our common stock will receive a cash payment for each share of our common stock surrendered in the reorganization event, provide that the outstanding awards will terminate upon consummation of the reorganization event and that the recipient will receive, in exchange for the award, a cash payment equal to the amount, if any, by which the cash payment with respect to each share of our common stock in the reorganization event multiplied by the number of shares of our common stock subject to the vested portion of the outstanding awards (after giving effect to any acceleration of vesting that occurs upon or immediately prior to the reorganization event) exceeds the aggregate exercise, measurement or purchase price of the awards and any applicable tax withholding;

•	provide, in the event of our liquidation or dissolution, that the awards will convert into the right to receive liquidation proceeds (if applicable, net of any exercise, measurement, or purchase price thereof and any applicable tax withholding); or

•	any combination of the foregoing alternatives.

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(1)

Includes our amended and restated 2007 stock incentive plan, 2013 stock incentive plan and 2016 employee stock purchase plan. As described above under “Additional Narrative Disclosure—2013 Stock Incentive Plan”, the 2013 stock incentive plan includes provisions for an annual increase, to be added the first day of each fiscal year, beginning with the fiscal year ending December 31, 2014 and continuing until, and including, the fiscal year ending December 31, 2023, with such annual increase to be equal to the lowest of 2,542,372 shares of our common stock, 4% of the number of shares of our common stock outstanding on the first day of the fiscal year and an amount determined by our board of directors, which, in the case of 2020 , was approximately 1,985,000 shares, or 4% of the total number of shares of our common stock outstanding as of January 1, 2020 .

(2)

Includes stock option and restricted stock unit awards made pursuant to the Inducement Plan. Our board of directors adopted the Inducement Plan in October 2019, initially reserving 1,000,000 shares for issuance under the Inducement Plan. In March 2020, our board of directors adopted an amendment to the Inducement Plan to increase the number of shares reserved for issuance under the Inducement Plan by 1,000,000 shares, to a total of 2,000,000 shares in the aggregate. See "Additional Narrative Disclosure—2019 Inducement Stock Incentive Plan" for more information.

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•	establishment of corporate goals for our short-term cash incentive program and individual goals for our executive officers that are consistent with our annual operating and strategic plans, which are designed to achieve what we believe to be an appropriate risk/reward balance, and which we do not believe require excessive risk taking to achieve;

•

the mix between fixed and variable, annual and long‑term and cash and equity compensation is designed to encourage strategies and actions that balance our short‑term and long‑term best interests (for example, our short-term cash incentive program provides an incentive to accomplish short-term objectives while our policy of limiting the maximum payout under the program to 150% of each NEO’s target opportunity provides a cap on the reward for short-term performance, which is designed to focus NEOs on long-term value creation);

•	equity awards generally vest over a period of time, which we believe encourages executives to take a long‑term view of our business; and

•	our ownership guidelines, which require NEOs to hold equity over a specified time-period and above a certain value, are designed to further align executive interests with the interests of our stockholders.

(1)	Fees earned or paid in cash consist of:

•	for Mr. Bolte, $45,000 for serving as a member of our board, $10,000 for serving as a member of our audit committee, $7,500 for serving as the chair of our nominating and corporate governance

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for Dr. Graves, $45,000 for serving as a member of our board, $6,250 for serving as our independent lead director since October 2019, $3,750 for serving as the chair of our compensation committee since October 2019, an additional $5,625 for serving as a member, but not the chair, of our compensation committee from the beginning of 2019 until October 2019, $5,000 for serving as a member of our research and development committee and $6,250 for serving as a member of our demand review committee and a member of our special litigation committee;

•

for Ms. Henderson, $45,000 for serving as a member of our board, $20,000 for serving as the chair of our audit committee, $3,750 for serving as a member of our nominating and corporate governance committee since February 2019, $1,875 for serving as a member of our compensation committee since October 2019 and $12,500 for serving as the chair of our demand review committee and the chair of our special litigation committee;

•	for Mr. Redlick, $33,750 for serving as a member of our board, $18,750 for serving as our independent lead director, $11,250 for serving as the chair of our compensation committee, and $7,500 for serving as a member of our audit committee, in each case, from the beginning of 2019 until his resignation in October 2019;

•

for Dr. Roberts, $45,000 for serving as a member of our board, $3,750 for serving as a member of our nominating and corporate governance committee since February 2019, $2,500 for serving as a member of our audit committee since October 2019, $5,625 for serving as a member of our compensation committee since February 2019 and $10,000 for serving as the chair of our research and development committee; and

•	for Dr. Ross, $11,250 for serving as a member of our board, $1,875 for serving as a member of our compensation committee, and $1,250 for serving as a member of our nominating and corporate governance committee, in each case, from the beginning of 2019 until his resignation in February 2019.

(2)

The amounts reported in the “Stock Awards” and “Option Awards” columns reflect the aggregate fair value of share-based compensation awarded during the year computed in accordance with the provisions of ASC Topic 718. See Note 2 to our audited financial statements appearing in our Annual Report on Form 10-K for the year ended December 31, 2019, which was filed with the SEC on February 27, 2020 , regarding assumptions underlying the valuation of equity awards.

(3)	Dr. Dyrberg elected to decline compensation for service on our board of directors. His service on our board of directors ended in May 2019 upon the expiration of his term prior to the 2019 annual meeting.

(4)	Mr. Redlick resigned from our board of directors in October 2019 not as a result of any disagreement with the company.

(5)	Dr. Ross resigned from our board of directors in February 2019 based on his commitments to SV Health Investors, where he served as a managing partner, and not as a result of any disagreement with the company.

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•	for each non-employee director who served as a director for any amount of time during the prior calendar year, whom we refer to as an incumbent director, no more than $275,000 per calendar year; and

•	for each non-employee director who did not serve as a director for any amount of time during the prior calendar year, whom we refer to as a new non-employee director, no more than $550,000 within the new non-employee director's first calendar year of election or appointment.

•	each non-employee director is eligible to receive an annual fee of $45,000;

•	the chair of our audit committee is eligible to receive an additional annual fee of $20,000 and the other members of our audit committee are eligible to receive an additional annual fee of $10,000;

•	the chair of our compensation committee is eligible to receive an additional annual fee of $15,000 and the other members of our compensation committee are eligible to receive an additional annual fee of $7,500;

•	the chair of our nominating and corporate governance committee is eligible to receive an additional annual fee of $10,000 and the other members of our nominating and corporate governance committee are eligible to receive an additional annual fee of $5,000;

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•	the chair of our research and development committee is eligible to receive an additional annual fee of $10,000 and the other members of our research and development committee are eligible to receive an additional annual fee of $5,000;

•	for the first three quarters of 2019, the chair of our litigation demand review committee was eligible to receive an additional annual fee of $10,000 and the other member of our litigation demand review committee was eligible to receive an additional annual fee of $5,000;

•	beginning in the fourth quarter of 2019, and in lieu of any compensation for the demand review committee, the chair of our special litigation committee is eligible to receive an additional annual fee of $20,000 and the other member of our special litigation committee is eligible to receive an additional annual fee of $10,000; and

•	our independent lead director is eligible to receive an additional annual fee of $25,000.

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(1)

This category includes fees for professional services performed by Ernst & Young LLP for the audit of our annual financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019, the review of condensed financial statements included in our Quarterly Reports on Form 10-Q, and the review of our registration statements during 2019 and 2018 . Also during 2019 and 2018, this category included fees for the completion of comfort letter procedures associated with our follow-on public offering and our “at-the-market” facility, respectively.

(2)	This category consists of fees for any other products or services provided by Ernst & Young LLP not described above. The services for fees in 2019 and 2018 under this category are related to licensed accounting research software.

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•	the class I directors are Ms. Henderson and Mr. Sblendorio, and their term expires at the 2020 annual meeting;

•	the class II directors are Mr. Bolte and Dr. Roberts, and their term expires at our annual meeting of stockholders to be held in 2021; and

•	the class III directors are Dr. Graves and Dr. Guyer, and their term expires at our annual meeting of stockholders to be held in 2022.

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•	each of our directors;

•	each of our named executive officers;

•	all of our directors and current executive officers as a group; and

•	each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of our common stock.

(1)	Consists of (i)  225,061 shares of common stock and (ii)  735,929 shares of common stock underlying options that are exercisable as of April 15, 2020 , or will become exercisable within 60 days after such date.

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(2)	Consists of (i)  53,972 shares of common stock and (ii)  916,615 shares of common stock underlying options that are exercisable as of April 15, 2020 , or will become exercisable within 60 days after such date.

(3)	Consists of (i)  26,207 shares of common stock and (ii)  262,594 shares of common stock underlying options that are exercisable as of April 15, 2020 , or will become exercisable within 60 days after such date.

(4)	Consists of (i)  40,983 shares of common stock and (ii)  277,993 shares of common stock underlying options that are exercisable as of April 15, 2020 , or will become exercisable within 60 days after such date.

(5)	Consists of 48,000 shares of common stock underlying options that are exercisable as of April 15, 2020 , or will become exercisable within 60 days after such date.

(6)	Consists of 32,000 shares of common stock underlying options that are exercisable as of April 15, 2020 , or will become exercisable within 60 days after such date.

(7)	Consists of 57,778 shares of common stock underlying options that are exercisable as of April 15, 2020 , or will become exercisable within 60 days after such date.

(8)	Consists of 31,111 shares of common stock underlying options that are exercisable as of April 15, 2020 , or will become exercisable within 60 days after such date.

(9)	Consists of (i)  346,223 shares of common stock and (ii)  2,362,020 shares of common stock underlying options that are exercisable as of April 15, 2020 , or will become exercisable within 60 days after such date.

(10)

Consists of (i) 3,000,000 shares of common stock reported as held by funds managed by Stonepine Capital Management, LLC (the "General Partner") and (ii) 2,188,788 shares of common stock underlying warrants that are exercisable as of April 15, 2020 that are held by Stonepine Capital, L.P. (the "Partnership"), which is calculated based on the limitation in the warrant agreement that the number of shares of common stock that may be beneficially owned by the Partnership following exercise of the warrant may not exceed 9.99% of the total outstanding shares of our common stock after giving effect to the exercise of the warrant. These securities are owned by each of the General Partner, the Partner, Jon M. Plexico and Timothy P. Lynch (collectively, the “Filers”). The General Partner is the general partner and investment adviser of investment funds, including the Partnership. Mr. Plexico and Mr. Lynch are the control persons of the General Partner. Each Filer disclaims beneficial ownership of the securities beneficially owned except to the extent of that person’s pecuniary interest therein. In addition, the Partnership disclaims that it is a beneficial owner of the securities. The address for each of the Filers is 919 NW. Bond Street, Suite 204, Bend, OR 97703. We obtained the information regarding the number of shares of common stock held by funds managed by the General Partner solely from a Schedule 13F that was filed with the SEC on February 13, 2020 and we obtained information regarding beneficial ownership of these securities solely from a Schedule 13G/A that was filed with the SEC on February 13, 2020.

(11)

Consists of 5,174,727 aggregate shares of common stock, including: 32,395 shares reported as beneficially owned by Versant Side Fund IV, L.P. (“VSF IV”), 5,142,332 shares reported as beneficially owned by Versant Venture Capital IV, L.P. (“VVC IV”) and 5,174,727 shares reported as beneficially owned by Versant Ventures IV, LLC (“VV IV” and collectively, the “Versant Persons”), of which VSF IV reports sole voting power and sole dispositive power with respect to 32,395 shares and shared voting power and shared dispositive power with respect to zero shares, VVC IV reports sole voting power and sole dispositive power with respect to 5,142,332 shares and shared voting power and shared dispositive power with respect to zero shares and VV IV reports sole voting power and sole dispositive power with respect to zero shares and shared voting power and shared dispositive power with respect to 5,174,727 shares. VV IV serves as the general partner of VSF IV and VVC IV and owns none of the shares directly. As a result, VV IV is deemed to be the indirect owner of the shares held directly by VSF IV and VVC IV. Despite such shared beneficial ownership, the Versant Persons disclaim that they constitute a statutory group within the meaning of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934. The address for each of the Versant Persons is c/o Versant Venture Management, LLC, One Sansome Street, Suite 3630, San Francisco, CA 94104. We obtained the information regarding beneficial ownership of these shares solely from a Schedule 13G/A that was filed with the SEC on February 14, 2020.

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(12)

Consists 3,751,000 of shares of common stock reported as beneficially owned by each of BML Investment Partners, L.P. (“BML LP”) and Brandon M. Leonard (“Mr. Leonard”), of which Mr. Leonard reports sole voting power and sole dispositive power with respect to 126,000 shares, BML LP reports sole voting power and sole dispositive power with respect to zero shares, and each such entity or person reports shared voting power and shared dispositive power with respect to 3,625,000 shares. BML LP is a Delaware limited partnership whose general partner is BML Capital Management, LLC. The managing member of BML Capital Management, LLC is Mr. Leonard. As a result, Mr. Leonard is deemed to be the indirect owner of the shares held directly by BML LP. Despite such shared beneficial ownership, the reporting persons disclaim that they constitute a statutory group within the meaning of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934. The address for BML LP is 65 E. Cedar - Suite 3, Zionsville, IN 46007. We obtained the information regarding beneficial ownership of these shares solely from a Schedule 13G/A that was filed with the SEC on February 10, 2020.

(13)

Consists of an aggregate of 3,426,365 shares of common stock, including: 2,022,989 shares of common stock reported as beneficially owned by Consonance Capital Management LP ("Consonance Adviser"), 1,403,376 shares reported as beneficially owned by Consonance Capital Opportunity Fund Management LP ("Consonance Opportunity"), 3,426,365 shares reported as beneficially owned by Mitchell Blutt and 3,426,365 shares reported as beneficially owned by Consonance Capman GP LLC ("Capman"), of which each such entity or person reports sole voting power and sole dispositive power with respect to zero shares and shared voting power and shared dispositive power with respect to the number of shares reported as beneficially owned by such entity or person. Consonance Capital Opportunity Master Fund, LP (“Consonance Opportunity Master”) directly holds 2,022,989 shares of common stock. Consonance Adviser is the investment adviser of Consonance Opportunity Master, and pursuant to an investment advisory agreement, Consonance Adviser exercises voting and investment power over the shares held by Consonance Opportunity Master. Capman is the general partner of Consonance Adviser and Mitchell Blutt, as the Manager & Member of Capman and Chief Executive Officer of Consonance Adviser, may be deemed to control Capman and Consonance Adviser. Each of Consonance Adviser, Capman and Mr. Blutt may be deemed to beneficially own the shares directly owned by Consonance Opportunity Master, but each of them disclaimed that it is the beneficial owner of the shares for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose. A managed account managed by Consonance Opportunity directly holds 1,403,376 shares of the common stock. Capman is the general partner of Consonance Opportunity and Mitchell Blutt, as the Manager & Member of Capman, may be deemed to control Capman and Consonance Opportunity. Each of Consonance Opportunity, Capman and Mr. Blutt may be deemed to beneficially own these shares, but each of them disclaimed that it is the beneficial owner of the shares for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose. The address for each such entity or person is 1370 Avenue of Americas, Floor 33, New York, NY 10019. We obtained information concerning beneficial ownership of these shares solely from a Schedule 13G that was filed with the SEC on February 14, 2020.

(14)

Consists of 2,704,096 shares of common stock reported as beneficially owned by each of Venrock Healthcare Capital Partners II, L.P. ("Venrock Partners II"), VHCP Co-Investment Holdings II, LLC ("VHCP Holdings II"), Venrock Healthcare Capital Partners III, L.P. ("Venrock Partners III"), VHCP Co-Investment Holdings III, LLC ("VHCP Co-Investment III"), VHCP Management II, LLC ("VHCP Management II"), VHCP Management III, LLC ("VHCP Management III"), Nimish Shah, and Bong Koh, of which each such entity or person reports sole voting power and sole dispositive power with respect to no shares and shared voting power and shared dispositive power with respect to 2,704,096 shares. These shares are owned directly as follows: 714,694 shares are owned by Venrock Partners II, 289,605 shares are owned by VHCP Holdings II, 1,545,393 shares are owned by Venrock Partners III and 154,404 shares are owned by VHCP Co-Investment III. VHCP Management II is the general partner of Venrock Partners II and the manager of VHCP Holdings II. VHCP Management III is the general partner of Venrock Partners III and the manager of VHCP Co-Investment III. Messrs. Shah and Koh are the voting members of VHCP Management II and VHCP Management III. The address for each such entity or person is 7 Bryant Park, 23rd Floor, New York, NY 10018. We obtained the information concerning beneficial ownership of these shares solely from a Schedule 13G that was filed with the SEC on December 16, 2019.

(15)	Consists of 2,650,000 shares of common stock reported as beneficially owned by each of Tamarack Advisers, LP ("Tamarack Advisers"), Tamarack Capital GP, LLC ("Tamarack Capital"), and Justin J.

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