AGTC Applied Genetic Technologies Corporation

PART III

Corporation, a manufacturer and supplier of high-value consumables to the life sciences industry. From June 2009 to May 2012, Mr. Lieber served as Chief Financial Officer and Treasurer of Xcellerex, Inc., a privately-held company engaged in the manufacture and sale of capital equipment and related consumables to the biopharmaceutical industry. Since June 2020, Mr. Lieber has served on the board of directors of Salarius Pharmaceuticals, a cancer-focused biotechnology company. Mr. Lieber received an M.B.A. in finance from the Stern School of Business of New York University and a B.S. in business administration and finance from Boston University.

Stephen W. Potter has served as our Chief Business Officer since February 2015. Prior to joining us, Mr. Potter was employed by NeoStem, Inc., a developer of cell-based therapeutics, where he served as Executive Vice President from July 2013 to February 2015, and was a member of the Board of Directors from January 2013 to July 2013. Previously, Mr. Potter was Senior Vice President of Operations and Corporate Development for Osiris Therapeutics, Inc., from February 2011 to November 2012, where he was part of the senior leadership team that achieved approval of the first-ever stem cell drug therapy, Prochymal. He was also responsible for the launch and overall management of the Bio-Surgery business unit as well as operational oversight for multiple functional areas, including manufacturing, human resources, IT, legal and business development. From 2006 through 2010, Mr. Potter served as Senior Vice President of Corporate and Business Development at Genzyme Corporation and as Vice President of Corporate and Business Development. While at Genzyme, he was the senior leader for its global corporate and business development team that provided strategic and transaction support, including support for many of Genzyme’s gene and cell therapy opportunities. Mr. Potter has also held positions at DuPont Pharmaceuticals, E.I. Dupont de Nemours and Company, Inc., and Booz Allen & Hamilton. Mr. Potter earned a B.S. from the University of Massachusetts and an MBA from Harvard Business School.

Hope D’Oyley-Gay has served as our General Counsel since December 2021. From May 2019 to December 2021, Ms. D’Oyley-Gay served as General Counsel and Vice President of Administration at Spirovant Sciences, where she oversaw legal, compliance and business operations for the pre-clinical gene therapy company. From September 2018 to May 2019, she was counsel at Reed Smith LLP, a global law firm, where she supported business development transactions for pharmaceutical and emerging life sciences companies. From April 2016 to May 2019, Ms. D’Oyley-Gay was Executive-in-Residence at Militia Hill Ventures, a venture firm that creates and builds life sciences companies. Prior to that, Ms. D’Oyley-Gay served in a variety of positions at GlaxoSmithKline plc (now GSK plc), a global biopharma company, from July 2001 to April 2015, including as Vice President and Associate General Counsel from 2009 to 2015, where she provided legal support to business development transactions globally, including but not limited to, licensing transactions, co-development collaborations, mergers and acquisitions, co-promotion agreements and divestments. Ms. D’Oyley-Gay received a B.S. from the University of Delaware and a J.D. from the University of Pennsylvania Law School.

Abraham Scaria, Ph.D. has served as our Chief Scientific Officer since December 2021. From October 2019 through November 2021, Dr. Scaria was Senior Vice President and Chief Scientific Officer of Iveric Bio, a biopharmaceutical company focused on the discovery and development of treatments for retinal diseases with significant unmet medical needs. Prior to this, from April 2017 through August 2019, Dr. Scaria served as Vice President of Ophthalmology for Casebia Therapeutics, a biotech company. Dr. Scaria also served as head of gene therapy research at Sanofi Genzyme, a pharmaceutical industry company, from December 2015 through April 2017. Dr. Scaria received his B.S. and M.S. from University of Bombay, and his Ph.D. from Indiana University School of Medicine.

Susan Schneider, M.D. has served as our Chief Medical Officer since November 2021. Dr. Schneider has over fifteen years of experience as an executive and medical professional at biotechnology companies with early and late stage ophthalmic development programs in multiple disease indications. From September 2020 to October 2021, Dr. Schneider was Senior Vice President of Clinical Development, Ophthalmology at Ji Xing Pharmaceuticals, a biotechnology company. Prior to that, Dr. Schneider was Senior Vice President of Clinical Development, Ophthalmology at Eloxx Pharmaceuticals, a clinical-stage biopharmaceutical company developing novel RNA-modulating drug candidates, from March 2019 to March 2020 and she was Chief Medical

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Officer at Oxurion NV (formerly ThromboGenics NV), a biopharmaceutical company developing treatments to preserve vision for patients with diseases affecting the back of the eye, from November 2017 to November 2018. Dr. Schneider worked at Allergan plc, a pharmaceutical company, from July 2014 through October 2017, first as Vice President, Therapeutic Area Head Glaucoma and Wet AMD until 2015 and then as Vice President and Therapeutic Area Head Glaucoma and Retina through October 2017. Dr. Schneider earned an M.D. from the Medical College of Pennsylvania and a B.A. from the University of Pennsylvania.

Directors

William Aliski, MPA has served as a member of our board of directors since September 2018. Mr. Aliski has served as a commercial consultant for early-stage orphan disease companies, including Ra Pharmaceuticals, Inc., from October 2016 to March 2017, and from March 2018 to present time, Magenta Pharma, from August 2019 to March 2020, X4 Pharmaceuticals, Inc., from January 2020 to March 2020, Clementia Pharmaceuticals, Inc., from December 2015 to January 2017, OxThera, from January 2015 through April 2015, Prosensa during 2014, Adimab LLC from November 2013 until December 2013, NPS Pharmaceuticals from April 2013 through December 2014, Fidelity Biosciences from August 2012 until December 2012 and Enobia Pharma from September 2011 until March 2012. Before that, Mr. Aliski served as Senior Vice President and Chief Commercial Officer of FoldRx Pharmaceuticals, a rare disease company, from June 2009 until March 2011, as Director of Simon Kucher Partners, a global consulting firm, from January 2008 until June 2009, and as General Manager of BioMarin Europe at BioMarin Pharmaceuticals Inc. from December 2005 until January 2008. Mr. Aliski also served on the board of directors of Ultragenyx Pharmaceutical Inc. from January 2011 until June 2022. Mr. Aliski received a B.S. in Economics and a Master of Social Planning from Boston College and an M.P.A. from the Kennedy School of Government at Harvard University. We believe that Mr. Aliski’s extensive experience in the life sciences industry, membership on various boards of directors, and his leadership and management experience qualify him to serve as a member of our board of directors.

Yehia Hashad, M.D. has served as a member of our board of directors since August 2021. Since February 2022, Dr. Hashad has served as Executive Vice President R&D and Chief Medical of Bausch + Lomb, a health products company. Dr. Hashad worked at Allergan plc (acquired by Abbvie Inc. in 2019), a pharmaceutical company, from 2010 through January 2022, serving most recently as Senior Vice President & Global Head R&D Allergan Aesthetics since 2019 and Vice President & Global Head Clinical Development Ophthalmology, Dermatology and Medical Aesthetics since 2017. Prior to that, Dr. Hashad served in various medical director roles at Novartis AG, a publicly-traded pharmaceutical company, from 2005 to 2010. Dr. Hashad has served as a member of the executive board for the University of California Irvine research unit since 2017. He previously served as a member of the Board of the Glaucoma Research Foundation from 2013 to 2017 and a member of the Board of the National Alliance of Vision and Eye Research from 2014 to 2019. Dr. Hashad holds an M.B.Bch. in Medical and Surgical Sciences and an M.Sc. in Medical and Surgical Ophthalmology from the University of Cairo, Egypt. We believe that Dr. Hashad’s extensive educational background and extensive experience in the biopharmaceutical industry, including in management medical director roles, qualify him to serve as a member of our board of directors.

Ed Hurwitz has served as a member of our board of directors since November 2012. Mr. Hurwitz is a Managing Director of MPM Capital, a healthcare venture capital firm, and a Managing Director of Precision Bioventures, LLC, a consulting and investment advisory firm founded by Mr. Hurwitz. He was a director at Alta Partners from 2002 through December 2014. Mr. Hurwitz currently serves as Chairman of the board of directors of Aryalis Therapeutics, Protego BioPharm, Rekindle Therapeutics, and BioIntervene, Inc., as well as a board member of Recode Therapeutics, all privately held, biotechnology companies. Mr. Hurwitz also serves as a member of the board of directors of MacroGenics, Inc. and Dyne Therapeutics, each of which is a publicly traded biotechnology company. Prior to joining Alta, Mr. Hurwitz served as Senior Vice President and CFO of Affymetrix from 1997 to 2002. From 1994 to 1997, Mr. Hurwitz was a biotechnology research analyst for Robertson Stephens & Company, and from 1992 to 1994, was a biotechnology research analyst for Smith Barney Shearson. From 1990 to 1992, he practiced commercial law at Cooley Godward LLP. Mr. Hurwitz earned a J.D.

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and M.B.A. from the University of California, Berkeley’s Boalt School of Law and Haas School of Business, respectively. He also holds a B.A. in Molecular Biology from Cornell University. We believe that Mr. Hurwitz’s education and professional background in science, business management and law, his work as a lawyer, research analyst and senior executive in the biotechnology industry and his experience as a director of other public and private biotechnology companies qualify him to serve as a member of our board of directors.

Scott Koenig, M.D., Ph.D. has served as a member of our board of directors since April 2002 and as chairman of our board of directors since April 2004. Dr. Koenig has served as the President and Chief Executive Officer and a director of MacroGenics, Inc., a publicly traded biopharmaceutical company, since September 2001 and was one of its co-founders. Prior to joining MacroGenics, Dr. Koenig served as Senior Vice President of Research at MedImmune Inc., a biopharmaceutical company, where he participated in the selection and maturation of its product pipeline. From 1984 to 1990, he worked in the Laboratory of Immunoregulation at the National Institute of Allergy and Infectious Diseases at the National Institutes of Health, or NIH, where he investigated the immune response to retroviruses and studied the pathogenesis of AIDS. Dr. Koenig currently serves on the board of directors of each of GlycoMimetics, Inc. (GLYC), The International Biomedical Research Alliance, and the Biotechnology Innovation Organization (BIO). Dr. Koenig received his A.B. and Ph.D. from Cornell University and his M.D. from the University of Texas Health Science Center in Houston. He completed his residency in Internal Medicine at the Hospital of the University of Pennsylvania, and is board certified in Internal Medicine and Allergy and Immunology. We believe that Dr. Koenig’s education and professional background in science and medicine, his experience as Chief Executive Officer of MacroGenics and as a scientist and senior executive at other life science companies and research organizations and his service as a director of other biopharmaceutical companies, medical institutions and industry groups qualify him to serve as a member of our board of directors.

James A. Robinson has served as a member of our board of directors since November 2021. Mr. Robinson has served as Chief Executive Officer of Urovant Sciences Ltd., a global biopharmaceutical company focused on developing novel therapies for urologic conditions, since March 2020 and as a member of its board of directors since March 2019. From April 2019 to March 2020, Mr. Robinson held the position of President and Chief Operating Officer at Paragon Biosciences, a life science innovator that creates, invests in and builds bioscience companies, where he oversaw Paragon’s operations. Mr. Robinson previously served as President and Chief Operating Officer of Alkermes, Inc., a global biopharmaceutical company developing innovative medicines in the fields of neuroscience and oncology, from March 2018 to April 2019. Prior to Alkermes, Inc., Mr. Robinson spent over twelve years at Astellas U.S. LLC, a pharmaceutical company, most recently as President, Americas Operations from March 2016 to March 2018. Prior to that, he was President of Astellas Pharma US from April 2013 until March 2018. Prior to Astellas, Mr. Robinson spent thirteen years at Schering-Plough Pharmaceuticals, a pharmaceutical manufacturer, where his last role was Vice President, Hepatitis Sales and Managed Care. Mr. Robinson previously served on the board of directors for Neos Therapeutics and the Chicago Botanic Garden and is a founding member of MATTER. Previously, Mr. Robinson served on the board of directors of Pharmaceutical Research and Manufacturers of America, or PhRMA, and served as Chairman of PHRMA’s State Committee. Mr. Robinson received a B.S. from DePaul University. We believe that Mr. Robinson’s knowledge and experience in the life sciences industry and his extensive commercial experience qualifies him to serve as a member of our board of directors.

James Rosen has served as a member of our board of directors since March 2010; he is currently CEO of READDI, Inc, a 501(c)(3) corporation, prior to which he was CEO of Artizan Biosciences, a precision therapeutics company. READDI, Inc. is engaged in the discovery and development of broad-spectrum antiviral therapeutics for pandemic preparedness. From February 2015 through August 2016, Mr. Rosen served as Deputy Director, Venture Investing at the Bill & Melinda Gates Foundation. Prior to that, Mr. Rosen was a partner at Intersouth Partners, a venture capital firm, from January 2007 to December 2014. Prior to joining Intersouth, he spent 15 years in clinical, research and financial positions in the healthcare and biotechnology sectors, including serving as an equity research analyst at Brean Murray & Co., from 2000 to 2003, covering biopharmaceuticals, genomics, generics, drug delivery and medical device companies. Mr. Rosen holds a B.A. from Duke University,

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an M.B.A. from the University of North Carolina-Chapel Hill’s Kenan-Flagler School of Business and an M.S.P.H. from the University of North Carolina School of Public Health. We believe that Mr. Rosen’s education and professional background in science, business management and finance and his operational experience as a scientist and executive in the healthcare and biotechnology industries and as a venture capitalist concentrating on those industries, qualify him to serve as a member of our board of directors.

Anne VanLent has served as a member of our board of directors and chair of the audit committee since August 2016. Ms. VanLent is President of AMV Advisors, providing corporate strategy and financial consulting services to emerging growth life sciences companies. Ms. VanLent had been Executive Vice President and Chief Financial Officer of Barrier Therapeutics, Inc., a publicly traded pharmaceutical company, from May 2002 through April 2008. Ms. VanLent also worked for eight years as Senior Vice President and Chief Financial Officer of The Liposome Company, Inc., a publicly traded biopharmaceutical company. Ms. VanLent currently serves as a director, chair of the Audit Committee, and member of the Nominating and Governance Committee of Trevi Pharmaceuticals, Inc. She has also served as a director and chair of the Audit Committee of ObsEva SA since May 2021. Until June 2020, she also served as a director, chair of the Audit Committee and member of the Compensation Committee of Vaxart, Inc. as a result of its merger in February 2018 with Aviragen Therapeutics, Inc., where she served as lead director, chair of the Audit Committee and member of the Nominating and Governance Committee. From April 2011 to December 2017, she served as a director, chair of the Audit Committee, and chair of the Nominating and Governance Committee of Ocera Therapeutics, Inc. From April 2013 through June 2017 she served as a director, member of the Audit Committee, and member of the Compliance Committee of Novelion Pharmaceuticals, Inc. From July 2013 to May 2016, Ms. VanLent served as a director, chair of the Audit Committee, and member of the Compensation Committee of Onconova Therapeutics, Inc. From 1997 to May 2013, she served as a director of Integra Life Sciences Holdings, Inc. and chaired its audit committee from 2006 until 2012. Ms. VanLent received a B.A. degree in Physics from Mount Holyoke College. We believe that Ms. VanLent’s qualifications to sit on our board of directors include her extensive leadership and finance experience, and her extensive experience serving as a board member, audit committee member and audit committee chair of public companies in the life sciences industry.

CORPORATE GOVERNANCE

Code of Business Conduct and Ethics; Corporate Governance Guidelines

We have adopted a written code of business conduct and ethics that applies to our directors, executive officers and employees, as well as corporate governance guidelines. Copies of the code of business conduct and ethics and our corporate governance guidelines are posted on the Corporate Governance section of our website, which is located at https://ir.agtc.com/corporate-governance. If we make any substantive amendments to, or grant any waivers from, the code of business conduct and ethics for any officer or director, we will disclose the nature of such amendment or waiver on our website or on a Form 8-K.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act requires our directors and executive officers, and persons who beneficially own more than ten percent of a registered class of our equity securities, to file reports of ownership of, and transactions in, our securities with the Securities and Exchange Commission (the “SEC”). These directors, executive officers and ten-percent stockholders are also required to furnish us with copies of all Section 16(a) forms they file.

Based solely on a review of the copies of such forms received by us, and on written representations from certain reporting persons, we believe that, during fiscal year 2022, our directors, executive officers and ten-percent stockholders complied with all applicable Section 16(a) filing requirements, except that Dr. Schneider filed a late Form 4 with respect to her initial grant of options on November 8, 2021.

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Audit Committee

The Company has a standing audit committee consisting of Ms. VanLent, its chairperson, Mr. Aliski and Mr. Robinson. Among other things, the audit committee assists our board of directors in its oversight of: the integrity of our financial statements; our compliance with legal and regulatory requirements; the qualifications and independence of our independent registered public accounting firm; and the performance of our independent registered public accounting firm. Our board of directors has determined that each member of the audit committee satisfies the Nasdaq Stock Market independence standards and the independence standards of Rule 10A-3(b)(1) of the Securities Exchange Act. Each of the members of our audit committee meets the requirements for financial literacy under applicable rules and regulations of the SEC, and the Nasdaq Stock Market. The board of directors has also determined that Ms. VanLent qualifies as an “audit committee financial expert,” as defined by applicable rules of the Nasdaq Stock Market and the SEC.

Narrative Disclosure to Summary Compensation Table

We review compensation annually for all of our employees, including our executives. In setting executive base salaries and bonuses and granting equity incentive awards, we consider compensation for comparable positions in the market, the historical compensation levels of our executives, individual performance as compared to our expectations and objectives, our desire to motivate our employees to achieve short- and long-term results that are in the best interests of our stockholders, and a long-term commitment to our company. We do not target a specific competitive position or a specific mix of compensation among base salary, bonus or long-term incentives.

Our compensation committee reviews and discusses management’s proposed compensation with the Chief Executive Officer for all executives other than our Chief Executive Officer. Based on those discussions and its discretion, the compensation committee then determines the compensation and benefits of our executive officers.

We have an at-will employment agreement with each of Ms. Washer, our President and Chief Executive Officer, Mr. Lieber, our Chief Financial Officer, and Dr. Schneider, our Chief Medical Officer. For fiscal year 2022, the annual base salaries of Ms. Washer, Mr. Lieber and Dr. Schneider were $550,758, $416,000 and $455,000, respectively. Mr. Lieber and Dr. Schneider started their employment with us in September 2021 and November 2021 and, as such, they were paid the portion of their base salaries reflective of the amount of time they were employed during fiscal year 2022, or $326,182 and $294,716, respectively. In connection with their commencement of employment, Mr. Lieber and Dr. Schneider also each received a sign-on bonus of $100,000. In addition, Ms. Washer, Mr. Lieber and Dr. Schneider received bonuses for fiscal year 2022 of $185,055, $98,675 and $76,683, respectively, based on the achievement of certain corporate and individual performance

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goals as determined by the compensation committee. For the fiscal year ending June 30, 2023, the annual base salaries of Ms. Washer, Mr. Lieber and Dr. Schneider were determined to be $575,000, $432,640 and $464,100, respectively.

In fiscal year 2022, our compensation committee retained Radford to assist us with the identification of an appropriate peer group of companies for purposes of benchmarking the competitiveness of our executive compensation. Our compensation committee will evaluate the need for revisions to our executive compensation program to ensure that our program is competitive with the companies with which we compete for executive talent and that it is appropriate for a public company.

Retirement Savings

All of our full-time employees in the United States, including our named executive officers, are eligible to participate in our 401(k) plan. Pursuant to our 401(k) plan, employees may elect to reduce their current compensation by up to the statutorily prescribed annual limit (which is $20,500 in calendar year 2022 and was $19,500 in calendar year 2021), with additional salary deferrals not to exceed $6,500 in each of calendar years 2022 and 2021 available to those employees 50 years of age or older, and to have the amount of this reduction contributed to our 401(k) plan. The 401(k) plan permits us to make contributions up to the limits allowed by law on behalf of all eligible employees. Since July 1, 2017, we have been making matching contributions of 100% of the first 4% contributed by employees to our 401(k) plan.

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Employment Agreements, Severance and Change in Control Arrangements

Agreement with Ms. Washer

Under the terms of Ms. Washer’s employment agreement, if we terminate Ms. Washer’s employment without “cause” or if she terminates her employment with us for “good reason” prior to a change of control or during the 12-month period following a “change of control,” in each case as those terms are defined in her employment agreement, she will be entitled to receive severance benefits, payable in a single lump sum, as follows:

Agreement with Mr. Lieber

Pursuant to the terms of Mr. Lieber’s employment agreement, if we terminate his employment without “cause” or if he terminates his employment with us for “good reason” prior to a change of control or during the 12-month period following a “change in control,” in each case as those terms are defined in his employment agreement, he will be entitled to receive severance benefits, payable in a single lump sum, as follows:

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Agreement with Dr. Schneider

Pursuant to the terms of Dr. Schneider’s employment agreement, if we terminate her employment without “cause” or if she terminates her employment with us for “good reason” prior to a change of control or during the 12-month period following a “change in control,” in each case as those terms are defined in her employment agreement, she will be entitled to receive severance benefits, payable in a single lump sum, as follows:

Director Compensation

Our non-employee directors receive equity-based compensation and cash fees as follows:

The cash fees described above are paid quarterly in arrears. Non-employee directors are also reimbursed upon request for travel and other out-of-pocket expenses incurred in connection with their attendance at meetings of the board and of committees on which they serve.

Upon initial election to our board of directors, our non-employee directors are entitled to receive a non-qualified stock option to purchase 25,000 shares of our common stock, vesting one third on the first anniversary of the date of grant and thereafter in 24 equal monthly installments, so that the option is fully-vested on the third anniversary of the date of grant. In addition, each non-employee director remaining in office receives at each annual meeting of the stockholders a non-qualified stock option, vesting in 12 equal monthly installments, to purchase 14,000 shares of our common stock. Each such initial or annual stock option is granted with an exercise price equal to the fair value of our common stock on the date of grant.

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The following table sets forth information regarding compensation awarded to, earned by or paid to our non-employee directors who served during fiscal year 2022. We do not pay any compensation to our President and Chief Executive Officer in connection with her service on our board of directors. See “Executive Compensation” for a discussion of the compensation of Ms. Washer.

The table below shows the aggregate number of option awards held as of June 30, 2022 by each of our current non-employee directors who was serving as of that date.

Compensation Committee Interlocks and Insider Participation

The members of our compensation committee for fiscal year 2022 were Mr. Rosen, Dr. Hashad, Dr. Koenig and Dr. Magovcevic-Liebisch. Dr. Koenig stepped down from the compensation committee on November 30, 2021. Dr. Magovcevic-Liebisch left the compensation committee upon her departure from our board of directors on March 9, 2022. Mr. Rosen was appointed chair of the compensation committee, Dr. Hashad joined the compensation committee and Dr. Koenig rejoined the compensation committee on April 11, 2022. None of our executive officers serves, or in the past has served, as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who serve as members of our board of directors or our compensation committee. None of the members of our compensation committee is an officer or employee of our company, nor has any of them ever been an officer or employee of our company.

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