IRIDEX (IRIX) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 12, 2026, with voting on director elections, auditor ratification, and executive compensation advisory vote.

• Proxy materials are available online, with options for electronic or mail voting; record date is April 17, 2026.

• 17,395,350 shares of common stock and 600,000 shares of Series B Preferred Stock are outstanding and entitled to vote.

Voting matters and shareholder proposals

• Five directors are nominated for election to serve one-year terms.

• Ratification of BPM LLP as independent auditor for fiscal year 2026 is proposed.

• Advisory vote on executive compensation (Say-on-Pay) is included.

• Stockholders may submit proposals for the 2027 annual meeting by December 25, 2026, or nominate directors per bylaw procedures.

Board of directors and corporate governance

• Board consists of five members, with all but the CEO considered independent.

• Board committees include Audit, Compensation, Nominating and Governance, and Strategy and Budget.

• Board leadership is separated, with an independent chairperson.

• Board and committees held regular meetings, with all directors attending at least 75% of meetings.

• Board encourages, but does not require, director attendance at annual meetings.

• Corporate governance guidelines and a code of business conduct and ethics are in place.

• Insider trading policy prohibits hedging, pledging, and certain derivative transactions.