Aerie Pharmaceuticals (AERI) DEF 14ADefinitive proxy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

SCHEDULE 14A

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of Aerie Pharmaceuticals, Inc., which will be held on Thursday, June 9, 2022, at 8:00 A.M. Eastern Time. This year’s meeting will be a completely "virtual meeting" of stockholders. You will be able to attend the Annual Meeting, vote and submit your questions during the Annual Meeting via a live webcast by visiting www.virtualshareholdermeeting.com/AERI2022. As always, we encourage you to vote your shares prior to the Annual Meeting.

The attached Notice of the Annual Meeting of Stockholders and proxy statement describes the formal business that we will transact at the Annual Meeting.

The Board of Directors of Aerie Pharmaceuticals, Inc. has determined that an affirmative vote on each matter that calls for an affirmative vote is in the best interest of Aerie Pharmaceuticals, Inc. and its stockholders and unanimously recommends a vote “FOR” all such matters considered at the Annual Meeting.

We have elected to take advantage of the rules of the U.S. Securities and Exchange Commission that allow us to furnish our proxy materials over the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) rather than a full paper set of the proxy materials, unless you previously requested to receive printed copies. The Notice contains details regarding the date, time and location of the meeting and the business to be conducted, as well as instructions on how to access our proxy materials on the Internet and for voting over the Internet.

On behalf of the Board of Directors and the employees of Aerie Pharmaceuticals, Inc., we thank you for your continued support and look forward to you joining the Annual Meeting.

Sincerely yours,

Chief Executive Officer

The record date for the Annual Meeting is April 11, 2022. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof.

You are cordially invited to attend the meeting virtually. Whether or not you expect to attend the meeting, please vote your shares promptly by following the instructions that you have received. Submitting a proxy or voting instructions will not prevent you from attending the Annual Meeting and voting electronically. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON JUNE 9, 2022:

The Notice of Meeting, Proxy Statement and our Form 10-K for the year ended December 31, 2021, are available free of charge on the Investors section of our website (www.aeriepharma.com) or at www.proxyvote.com. We are making the Proxy Statement and form of proxy first available on or about April 26, 2022.

This proxy statement contains forward-looking statements for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. We may, in some cases, use terms such as “predicts,” “believes,” “potential,” “proposed,” “continue,” “estimates,” “anticipates,” “expects,” “plans,” “intends,” “may,” “could,” “might,” “will,” “should,” “exploring,” “pursuing” or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. Forward-looking statements in this proxy statement include statements regarding our intentions, beliefs, projections, outlook, analyses or current expectations concerning, among other things, our commercial franchise and our pipeline, any guidance or timelines, cash burn rate, future liquidity, cash balances or financing transactions, our ongoing and anticipated preclinical studies and clinical trials, U.S. Food and Drug Administration (“FDA”) or other regulatory approvals and effectiveness of any product, product candidates or future product candidates. By their nature, forward-looking statements involve risks and uncertainties because they relate to events, competitive dynamics, industry change and other factors beyond our control, and depend on regulatory approvals and economic and other environmental circumstances that may or may not occur in the future or may occur on longer or shorter timelines than anticipated. We discuss many of these risks in greater detail under the heading “Risk Factors” in the quarterly and annual reports that we file with the Securities and Exchange Commission (“SEC”). Forward-looking statements are not guarantees of future performance and our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate may differ materially from the forward-looking statements contained in this proxy statement. Any forward-looking statements that we make in this proxy statement speak only as of the date of this proxy statement. We assume no obligation to update our forward-looking statements whether as a result of new information, future events or otherwise, after the date of this proxy statement.

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read this entire proxy statement carefully before voting.

We are developing AR-15512, our product candidate for the treatment of dry eye disease, for which we reported results of our Phase 2b clinical study, named COMET-1, for AR-15512 in September 2021. We gained alignment with the FDA in the first quarter of 2022 on the results of the Phase 2b clinical trial and confirmed the design of the Phase 3 trials, which we currently expect to initiate in the second quarter of 2022.

We are currently developing two sustained-release implants focused on retinal diseases, AR-1105 and AR-14034 SR. For AR-1105, we reported topline results of the Phase 2 clinical trial for patients with macular edema due to retinal vein occlusion (“RVO”) in July 2020, indicating sustained efficacy of up to six months. We have received advice from regulatory agencies in both Europe and the United States regarding clinical and regulatory pathways for Phase 3 clinical trials. We are currently evaluating Phase 3 development options as well as potential partnership opportunities.

For AR-14034 SR, Investigational New Drug Application (“IND”)-enabling preclinical studies are ongoing and we anticipate filing an IND with the FDA in the second half of 2022.

We are dedicated to the principles of environmental stewardship, social responsibility, good corporate governance and human capital. We consider these principles to be among our most important values and therefore integrate them in our ongoing planning and strategic activities. We believe incorporating these values and practices into our operations not only improves our performance but also creates a sustainable and growth-oriented culture that benefits our employees, our customers and our investors.

Our Nominating and Corporate Governance Committee of the Board of Directors reviews our progress with senior management in realizing these values. With our Board of Directors’ leadership, we continue to evaluate our ESG practices and to integrate them sustainably into our business.

As we continue to build our company, we will continue to keep these principles at top of mind.

Key Compensation Governance Attributes

(3) Averages based on target total compensation for fiscal year 2022 for our current NEOs, Messrs. Kopczynski and LaRocca.

PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 9, 2022

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

We have prepared proxy materials in connection with the solicitation by the Board of Directors (“Board”) of Aerie Pharmaceuticals, Inc. of proxies to be voted at our 2022 Annual Meeting of Stockholders, or Annual Meeting. The Notice of 2022 Annual Meeting of Stockholders is being sent starting April 26, 2022. As used in this proxy statement, the “Company,” “we,” “us” and “our” refer to Aerie Pharmaceuticals, Inc. The term “Annual Meeting,” as used in this proxy statement, includes any adjournment or postponement of such meeting.

In accordance with rules of the U.S. Securities and Exchange Commission (“SEC”), we use the Internet as the primary means of furnishing proxy materials to stockholders. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders with instructions on how to access the proxy materials over the Internet (or request a printed copy of the materials) and for voting over the Internet. The proxy materials are also available at www.aeriepharma.com. The inclusion of our website address here and elsewhere in this proxy statement does not incorporate by reference the information on our website into this proxy statement.

Stockholders may follow the instructions in the Notice to elect to receive future proxy materials in print by mail or electronically by email.

Only stockholders of record as of the close of business on April 11, 2022, will be entitled to vote at the Annual Meeting. As of April 11, 2022, there were 48,636,255 shares of common stock issued and outstanding and entitled to vote.

If on April 11, 2022, your shares were registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, then you are a stockholder of record and the Notice was sent directly to you. As a stockholder of record, you may vote electronically at the meeting or vote by proxy.

If on April 11, 2022, your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and the Notice is being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to instruct your broker, bank or other nominee how to vote your shares. See “How do I Vote?”

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if the holders of a majority in voting power of our issued and outstanding shares and entitled to vote at the Annual Meeting are present virtually or represented by proxy at the Annual Meeting.

requirement. If there is no quorum, the chairperson of the meeting or the holders of a majority of shares present at the meeting virtually or represented by proxy at the Annual Meeting may adjourn the meeting to any other time and any other place.

Abstentions and broker non-votes will not be counted as votes cast with respect to Proposal 1 and Proposal 3 above and will have no effect on the voting on such proposals.

Broker non-votes occur when a beneficial owner of shares held in “street name” does not give instructions to the broker, bank or other nominee holding the shares as to how to vote on matters deemed “non-routine.” Generally, if shares are held in street name, the beneficial owner of the shares is entitled to give voting instructions to the broker, bank or other nominee holding the shares. If the beneficial owner does not provide voting instructions, the broker, bank or other nominee may vote the shares with respect to matters that are considered to be “routine,” but may not vote the shares with respect to “non-routine” matters. The election of directors (Proposal 1) and the advisory vote to approve compensation for our named executive officers (Proposal 3) are each considered a “non-routine” matter under applicable rules. The ratification of the appointment of our independent registered public accounting firm (Proposal 2) is considered a “routine” matter under applicable rules. Broker non-votes will not be counted as votes cast with respect to the election of directors (Proposal 1) and the advisory vote to approve compensation for our named executive officers (Proposal 3) and will have no effect on the voting on such proposals.

On each matter to be voted upon, you have one vote for each share of common stock you own as of April 11, 2022.

You may receive more than one Notice if your shares are registered in more than one name or are registered in different accounts. Please vote in the manner described below under “How do I vote?” for each Notice to ensure that all of your shares are voted.

With respect to any other matter that properly comes before the Annual Meeting, the proxies will vote as recommended by the Board or, if no recommendation is given, in their own discretion in the best interest of the Company and its stockholders. As of the date of this proxy statement, the Board had no knowledge of any business other than that described herein that would be presented for consideration at the Annual Meeting.

If you are a stockholder of record, you may (a) vote electronically at the Annual Meeting as described under “Who can vote at the Annual Meeting?” or (b) vote by proxy. Whether or not you plan to attend the meeting, we urge you to fill out and return a proxy card by mail or vote by proxy over the telephone or the Internet as instructed below to ensure your vote is counted. You may still attend

the meeting and vote electronically even if you have already voted by proxy, as described under “May I change my vote after submitting my proxy card?” below.

If you are a beneficial owner of shares registered in the name of your broker, bank or other nominee, you should have received voting instructions with the Notice from that organization rather than from us. You may submit voting instructions to your broker, bank or other nominee. In most instances, you will be able to do this over the Internet, by telephone or by mail. Please refer to information from your broker, bank or other nominee on how to submit voting instructions. To vote electronically at the Annual Meeting, you must obtain a valid proxy from your broker, bank or other nominee. Follow the instructions from your broker, bank or other nominee included with these proxy materials, or contact your broker, bank or other nominee to request a proxy form.

You are entitled to attend the Annual Meeting only if you were a stockholder of record as of April 11, 2022 or you hold a valid proxy for the Annual Meeting as described in the previous question. You will be able to attend the Annual Meeting via a live webcast by visiting www.virtualshareholdermeeting.com/AERI2022.

If you are not a stockholder of record but hold shares as a beneficial owner, you should provide proof of beneficial ownership as of April 11, 2022, such as your most recent account statement prior to April 11, 2022, a copy of the voting instruction card provided by your broker, bank or other nominee, or other similar evidence of ownership.

Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the stockholder of record of your shares, you may revoke your proxy in any one of the following four ways:

If you are a beneficial owner of shares but not the record holder, you may submit new voting instructions by contacting your broker, bank or other nominee. You will need the appropriate documentation from the stockholder of record to vote electronically at the Annual Meeting. If your shares are held by your broker, bank or another party as a nominee or agent, you should follow the instructions provided by such party.

Your attendance at the Annual Meeting does not revoke your proxy, unless you vote electronically at the Annual Meeting. Your last vote, prior to or at the Annual Meeting, is the vote that will be counted.

We will bear the cost of solicitation of proxies. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodians holding in their names shares of our common stock beneficially owned by others to forward to such beneficial owners. We may reimburse persons representing beneficial owners of our common stock for their costs of forwarding solicitation materials to such beneficial owners. Original solicitation of proxies by mail may be supplemented by solicitation by telephone, via the Internet or in person by our directors, officers or other regular employees. No additional compensation will be paid to directors, officers or other regular employees for such services.

Preliminary voting results will be announced at our Annual Meeting. Final voting results will be published in a Current Report on Form 8-K that we expect to file no later than four business days from the date of the Annual Meeting. If final voting results are not available by the time we file the Form 8-K within the time period referenced in the immediately preceding sentence, we will disclose the preliminary results in such Form 8-K and, within four business days after the final voting results are known to us, file an amended Form 8-K to disclose the final voting results.

A representative of American Election Services will act as the inspector of elections and count the votes.

The terms of our Class III directors, Gerald D. Cagle, Ph.D., Richard Croarkin and Peter J. McDonnell, M.D. will expire at the Annual Meeting, and the terms of our Class I and Class II directors will expire at the annual meeting of stockholders to be held in 2023 and 2024, respectively. As noted above, Dr. Cagle will not stand for re-election at the Annual Meeting. The Board has approved a reduction in the size of the Board from eight directors to seven directors effective immediately prior to the Annual Meeting.

As illustrated in the matrix below, we believe our directors possess the professional and personal qualifications and necessary experience both within and outside of the ophthalmology industry to maintain a diverse and experienced board of directors that can effectively represent stockholders.

Pursuant to the Company’s Corporate Governance Guidelines, the Nominating and Corporate Governance Committee is responsible for reviewing the qualifications of potential director candidates and recommending to the Board those candidates to be nominated for election to the Board. The Nominating and Corporate Governance Committee periodically determines the qualifications, qualities, skills and other expertise required to be considered in selecting director-nominees. Among other things, the Nominating and Corporate Governance Committee considers whether the Board reflects the balance of knowledge, experience, skills, expertise, integrity, ability to make analytical inquiries and diversity as a whole that the committee deems appropriate. In evaluating potential director candidates, the Nominating and Corporate Governance Committee may consider all factors it deems appropriate, including, but not limited to, the following factors: age, gender and ethnic/racial background; existing commitments to other businesses; potential conflicts of interest; corporate governance experience; relevant career experience; relevant technical skills; relevant business or government/regulatory acumen; financial and accounting experience; executive compensation experience; and the overall size, composition and combined experience of the full Board. The process followed by the Nominating and Corporate Governance Committee to identify and evaluate director candidates includes requests to current directors and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates and interviews of selected candidates by members of the committee and the Board. The Nominating and

Corporate Governance Committee may use outside consultants to assist in identifying or evaluating candidates. Final approval of director candidates is determined by the full Board.

In addition, pursuant to the Company’s Corporate Governance Guidelines, the full Board is responsible for monitoring the mix of specific experiences, qualifications and skills of its directors in order to ensure that the Board, as a whole, has the necessary tools to perform its oversight function effectively in light of the Company’s business and structure.

The Nominating and Corporate Governance Committee will consider qualified nominations for directors recommended by stockholders. In general, stockholder recommendations are evaluated on the same basis as any recommendation from members of the Board or management of the Company. Recommendations should be sent to John W. LaRocca, Esq., Secretary, c/o Aerie Pharmaceuticals, Inc., 4301 Emperor Boulevard, Suite 400, Durham, North Carolina 27703. For additional information about our director nomination requirements, please see “Stockholder Proposals and Nominations” below and our amended and restated by-laws.

The Board and its committees conduct annual self-evaluations to assess the effectiveness of the Board and its committees. The self-evaluations focus on the Board’s and each committee’s and their respective members’ performance and contribution to the governance of the Company. The Nominating and Corporate Governance Committee is responsible for developing the framework for such annual self-evaluations. The full Board discusses the results of its self-evaluation and each committee also provides the full Board with a summary of the results of their respective self-evaluations. This process is designed to ensure that the Board and each committee receive constructive feedback from our directors and that each committee evaluates, on an annual basis, whether it is adequately fulfilling the responsibilities set forth in its charter.

INFORMATION ABOUT DIRECTOR NOMINEES

Pursuant to the Company’s non-employee director compensation policy, each non-employee director is eligible to receive a prorated annual cash retainer, as well as additional retainers for service as our Lead Independent Director or service on committees of the Board, as detailed below.

In addition to the standing committees of the Board detailed above (the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee, and the Science and Technology Committee), the Board established a temporary Executive Search Committee of the Board (the “Executive Search Committee”) following the termination of Vicente Anido, Jr., the Company’s former Chief Executive Officer and Chairman of the Board, in September 2021, to lead the search for a new chief executive officer. The chair and each member of the Executive Search Committee received a cash retainer of $10,000 and $5,000, respectively. The Executive Search Committee was disbanded in early January 2022 soon after the appointment of Raj Kannan as the Company’s Chief Executive Officer.

Pursuant to the Company’s current non-employee director equity compensation policy, each continuing non-employee director is eligible to receive on the date of each annual meeting of stockholders an annual option award to purchase 7,800 shares of common stock and 1,750 shares of restricted stock. Stock options vest in 12 equal monthly installments and restricted stock vests on the one-year anniversary of the date of grant, subject to the director’s continued service on the Board.

In addition, newly appointed non-employee directors are eligible to receive a one-time initial option award to purchase 25,000 shares of common stock, which will vest quarterly over a three-year period subject to the director’s continued service on the Board.

The following table sets forth the compensation paid to our non-employee directors for the year ended December 31, 2021, for their service on our Board. Compensation received by Mr. Kannan, Dr. McGraw and Dr. Anido, each of whom served on the Board of Directors during the last fiscal year, are included in the Summary Compensation Table. Mr. Kannan and Dr. Anido did not receive any compensation in respect of their service on the Board for fiscal year 2021.

Our corporate governance guidelines provide a framework for the governance of the Company as a whole and describe the principles and practices that our Board follows in carrying out its responsibilities.

In accordance with our corporate governance guidelines, the Board does not involve itself in the day-to-day operations of the Company. The Board directs and oversees the management of the business and affairs of the Company in a manner consistent with the best interests of the Company and its stockholders. In this oversight role, the Board serves as the ultimate decision-making body of the Company, except for those matters reserved to or shared with the Company’s stockholders. The Board selects and oversees members of senior management, who are charged by the Board with conducting the business of the Company.

Our directors fulfill their duties and responsibilities by attending meetings of the Board, which are held from time to time, and as applicable, meetings of the four standing committees of the Board (the Audit Committee, the Nominating and Corporate Governance Committee, the Compensation Committee and the Science and Technology Committee), which are also held from time to time.

The Board held thirty-two meetings during the year ended December 31, 2021. Of the thirty-two meetings held during such period, five meetings were held in person and twenty-seven meetings were held telephonically or via video teleconference. In addition, the Board acted by unanimous written consent four times during the year ended December 31, 2021. Each incumbent director attended one hundred percent (100%) of the meetings of the Board held during the period for which he or she served as a director during the year ended December 31, 2021. In addition, each incumbent director attended one hundred percent (100%) of the meetings of the committee(s) on which that director served during such period.

Under the listing requirements and rules of the NASDAQ Global Market (“NASDAQ”), independent directors must represent a majority of a listed company’s board of directors. In addition, applicable NASDAQ rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating committees must be independent within the meaning of applicable NASDAQ rules. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The Board has four standing committees: an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and a Science and Technology Committee. The following table provides membership information at December 31, 2021 and lists the number of meetings held during 2021, for each committee:

The Executive Search Committee was established to lead the search for a new chief executive officer. The members of our Executive Search Committee were Ms. McHugh (Chair) and Mr. du Toit. The Executive Search Committee was disbanded in early January 2022 soon after the appointment of Raj Kannan as the Company’s Chief Executive Officer.

The members of our Audit Committee are currently Mr. Croarkin, Mr. Gryska and Ms. McHugh. Mr. Croarkin currently serves as chair of the Audit Committee. As of December 31, 2021, the members of our Audit Committee were Mr. Gryska (Chair), Mr. Croarkin and Ms. McHugh. The Audit Committee held ten meetings during the year ended December 31, 2021. Of the ten meetings held during such period, four meetings were held in person and six meetings were held telephonically or via video teleconference. The Audit Committee operates under a written charter that satisfies the applicable standards of the SEC and NASDAQ and which is available on our website at www.aeriepharma.com. The inclusion of our website address here and elsewhere in this proxy statement does not incorporate by reference the information on our website into this proxy statement.

Our Board has determined that Mr. Croarkin, Mr. Gryska and Ms. McHugh are independent as independence is currently defined in Rule 5605 of the NASDAQ listing standards and Rule 10A-3 under the Exchange Act. In addition, our Board has determined that each member of the Audit Committee is financially literate and that Mr. Gryska and Mr. Croarkin each qualifies as an “audit committee financial expert” as defined in applicable SEC rules. In making this determination, our Board considered the formal education as well as the nature and scope of their previous professional experience, coupled with past and present service on various audit committees.

The Audit Committee has reviewed and discussed the audited consolidated financial statements for the fiscal year ended December 31, 2021, with management and our independent registered public accounting firm, PricewaterhouseCoopers LLP. The Audit Committee has discussed with PricewaterhouseCoopers LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the Commission. The Audit Committee has also received the written disclosures and the letter from PricewaterhouseCoopers LLP required by applicable requirements of the PCAOB regarding PricewaterhouseCoopers LLP’s communications with the Audit Committee concerning independence, and has discussed with PricewaterhouseCoopers LLP the firm’s independence. Based on the foregoing, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, for filing with the Securities and Exchange Commission.

The members of our Nominating and Corporate Governance Committee are currently Mr. du Toit, Dr. Cagle, Dr. McGraw and Ms. McHugh. Mr. du Toit currently serves as chair of the Nominating and Corporate Governance Committee. As of December 31, 2021, the members of the Nominating and Corporate Governance Committee were Mr. du Toit (Chair), Dr. Cagle, Dr. McDonnell and Ms. McHugh. The Nominating and Corporate Governance Committee held four meetings during the year ended December 31, 2021. Of the four meetings held during such period, three meetings were held in person and one meeting was held telephonically or via video teleconference. In addition to such meetings, during the year ended December 31, 2021, the members of the Nominating and Corporate Governance Committee engaged in periodic informal discussion amongst themselves regarding the responsibilities of the Nominating and Corporate Governance Committee.

Our Board has determined that all members of our Nominating and Corporate Governance Committee are independent as independence is currently defined in Section 5605 of the NASDAQ listing standards. The Nominating and Corporate Governance Committee operates under a written charter that satisfies the applicable standards of NASDAQ and which is available on our website at www.aeriepharma.com. The inclusion of our website address here and elsewhere in this proxy statement does not incorporate by reference the information on our website into this proxy statement.

In fulfilling its responsibilities, the Compensation Committee may delegate any or all of its responsibilities to a subcommittee of the Compensation Committee, but only to the extent consistent with our amended and restated certificate of incorporation, amended and restated by-laws, NASDAQ rules and other applicable law.

The members of our Science and Technology Committee are currently Dr. McDonnell, Dr. Cagle and Dr. McGraw. Dr. McDonnell currently serves as chair of the Science and Technology Committee. The Science and Technology Committee was established by the Board on December 9, 2021, and did not meet during the year ended December 31, 2021.

Our Board has determined that all members of our Science and Technology Committee are independent as independence is currently defined in Section 5605 of the NASDAQ listing standards. The Science and Technology Committee operates under a written charter that satisfies the applicable standards of NASDAQ and which is available on our website at www.aeriepharma.com. The inclusion of our website address here and elsewhere in this proxy statement does not incorporate by reference the information on our website into this proxy statement.

Our Board selects a chair based on what it believes is in the best interests of the Company and our stockholders. The Board does not have a fixed policy on whether the role of chair and chief executive officer should be separate or combined, and if it is to be separate, whether the chair should be selected from the independent directors or should be an employee of the Company.

Dr. McGraw served as the lead independent director through September 2021 when he was appointed Interim Executive Chair of the Board of Directors in connection with the termination of Dr. Vicente Anido Jr., our former Chief Executive Officer and Chairman of the Board. Effective March 1, 2022, Dr. McGraw resumed his status as an independent director and remained Chair of the Board. The Board appointed Raj Kannan as the Company’s Chief Executive Officer effective December 20, 2021. Our Board believes that this leadership structure is presently appropriate for the Company given Mr. Kannan’s extensive experience with and knowledge of the pharmaceutical industry and his ability to effectively identify strategic priorities for the Company. Furthermore, our Board believes that separating the roles of chief executive officer and chair will promote successful execution of strategic goals and facilitate information flow between management and our Board. Our Board believes that this leadership structure allows Mr. Kannan to set the overall direction of the Company and provide day-to-day leadership of management while having the benefit of counsel and guidance from the Chair of the Board, who is also independent. In addition, as a policy of the Board, other independent directors are from time to time requested to oversee executive sessions at which only independent directors are present. Our Board believes this policy contributes to the active participation of each independent director in the leadership function of the Board. Because the roles of Chair of the Board and Chief Executive Officer are separated (with Mr. Kannan presently serving as the Company’s Chief Executive Officer and Dr. McGraw presently serving as Chair of the Board), there is currently no lead independent director.

The primary responsibilities of the lead independent director are set forth in our corporate governance guidelines and include, among other things: providing leadership and service as temporary chair or chief executive officer in the event of the inability of the current chair or chief executive officer to fulfill his or her role due to crisis or other circumstances and acting as a liaison between the independent directors and the chair when and as necessary. Additionally, the lead independent director, pursuant to the corporate governance guidelines, may assist the CEO in setting Board meeting agendas and may call meetings of the independent directors of the Board when and as determined to be necessary or appropriate.

Risk assessment and oversight are an integral part of our governance and management processes. Our Board encourages management to promote a culture that incorporates risk management into the Company’s corporate strategy and day-to-day business operations. Management discusses strategic and operational risks at regular management meetings, and conducts specific strategic planning and review sessions during the year that include a focused discussion and analysis of the risks facing the Company. Throughout the year, senior management reviews these risks with the Board at regular Board meetings as part of management presentations that focus on particular business functions, operations or strategies and presents the steps taken by management to mitigate or eliminate such risks.

Our Board does not have a standing risk management committee, but rather administers this oversight function directly through our Board as a whole, as well as through various standing committees of our Board that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure, and our Audit Committee is responsible for overseeing our significant financial and operational risk exposures and the steps our management has taken to monitor and control these exposures.

Stockholders wishing to communicate directly with our Board may send correspondence to John W. LaRocca, Esq., Secretary, c/o Aerie Pharmaceuticals, Inc., 4301 Emperor Boulevard, Suite 400, Durham, North Carolina 27703. Stockholders may also visit our website at www.aeriepharma.com and select “Contact Us” to communicate online with us.

We are dedicated to the principles of environmental stewardship, social responsibility, good corporate governance and human capital. We consider these ESG principles to be among our most important values and therefore integrate them in our ongoing and strategic activities. We believe incorporating these values and practices into our operations not only improves our performance but also creates a sustainable and growth-oriented culture that benefits our employees, our customers and our investors. Our Nominating and Corporate Governance Committee of the Board of Directors reviews our progress with senior management in realizing these values. In 2022, we formed a cross-functional team to identify, track, measure and disclose ESG factors that management considers to be material to our business. With our Board of Directors’ leadership, we continue to evaluate our ESG practices and to integrate them sustainably into our business.

We recognize our responsibility to be environmentally conscious and to contribute to the global effort of tackling climate change, moving toward a low-carbon economy and expanding the use of renewable energy. We employ green processes, materials, practices, equipment and technologies where feasible throughout our operations to foster conservation and reduce waste, as discussed below.

As part of our commitment to sustainability, we utilize renewable energy at our Athlone plant in Ireland, where we receive 100% of our electricity from renewable sources and the electric supply is 100% carbon neutral.

We minimize energy consumption using various power-saving technologies designed to consume electrical power only when needed. The majority of our office space in the U.S. is Leadership in Energy and Environmental Design (“LEED”) certified, and both our Athlone plant and our implant manufacturing facility in Durham, North Carolina, were built from end-to-end with sustainability and good manufacturing practices in mind. In our implant manufacturing facility in North Carolina, we installed a state of the art building management system that enables us to maintain control of heating, ventilation and air conditioning with an economy mode feature during off-peak hours. In addition, we continue to develop an energy management system at our Athlone plant that includes energy monitoring and reduction.

In 2021, we recycled 76% and recovered 23.5% of the non-hazardous waste produced at our Athlone plant, resulting in a total of 99.5% of recycled or recovered non-hazardous waste. In Durham, North Carolina, we also reduced our hazardous waste 37% from 2019 to 2021.

In our Durham, North Carolina facility, we have a team that actively monitors our progress towards our Hazardous Waste Minimization Plan, which was formalized in early 2022 to reduce the volume and toxicity of waste generated using practicable methods of treatment, storage or disposal.

We have also instituted environmentally conscious programs into the work environment for our employees by implementing recycling and composting programs, offering water dispensers to reduce plastic bottle waste and providing electric automobile charging stations in our employee parking areas.

Through these programs and continuous improvement, we strive to reduce our waste while maximizing the proportion that may be recycled. Looking to the future, we plan to continue to further enhance our sustainability posture through detailed monitoring and management of our energy, water and waste management practices.

From a social responsibility perspective, we are focused on the needs of patients, physicians and the communities we serve, including supporting patient advocacy through philanthropic donations. We have donated hundreds of thousands of dollars to causes that we believe are important to society. These donations were directed to support glaucoma research and glaucoma patient education through ongoing collaborations with the Glaucoma Research Foundation, to help fund free cataract surgery for 1,186 indigent patients in the United States over the past four years through a continuing match program with the American Society of

Cataract Refractive Surgery Foundation and promote the empowerment of women in ophthalmology as a lead sponsor of Women in Ophthalmology. In addition, these donations were also directed to accelerate treatments and cures for retinal diseases for the next generation through the Foundation Fighting Blindness and expand opportunities for young physicians from groups that are underrepresented in medicine or who want to work in underserved communities through support of the National Medical Association’s Rabb-Venable Excellence in Ophthalmology Research Program. We are also involved with the Association for Research in Vision and Ophthalmology Leadership Development Program and have been named a 2022 Association for Research in Vision and Ophthalmology Foundation Honoree. Additionally, we have promoted diversity in the ophthalmic industry as a corporate partner of Ophthalmic World Leaders.

Our business practices reflect our commitment to protecting the rights and well-being of our patient volunteers who participate in clinical trials and, as such, we have policies and procedures in place to ensure our clinical trial practices comply with laws and regulations in all countries in which we operate clinical trials and meet our high ethical standards. See “Human Capital—Health and Safety” below.

We also strive to be socially conscious in our employment practices. We support diversity in our hiring practices and follow a management philosophy that integrates social responsibility and the highest governance standards. We established an Affirmative Action Plan in 2018 as an Office of Federal Contract Compliance Programs compliance requirement. We are committed to improving the diversity of our employees in each area where we are underrepresented. All managers are trained in Equal Employment Opportunity compliant recruiting and interviewing practices. See “Human Capital—Diversity and Inclusion” below.

From a governance perspective, our Nominating and Corporate Governance Committee monitors the effectiveness of our corporate governance guidelines and our Code of Ethics and oversees our ESG strategy and policies. Our Audit Committee, which monitors our compliance with legal and regulatory requirements, has consistently received very high ratings for independence and competency. We have established and follow our ACE program to ensure integrity in our activities and compliance with all legal and regulatory requirements applicable to our operations. Our Chief Compliance Officer manages the ACE program. As we continue to build our company, we will continue to keep the environment, our social responsibility and governance considerations at top of mind.

To successfully attract and retain highly professional and skilled employees, it is crucial that we offer a diverse, inclusive and safe workplace. Our recruitment process begins with hiring individuals that we believe fit well with our strong corporate culture and shared values. In 2021, we hired Raj Kannan as our new Chief Executive Officer, who we believe personifies our shared values and exhibits behaviors that fit well with our culture. We have a philosophy of investing in our employees by providing the necessary resources to grow professionally through our training and development programs, which will ultimately help drive company success. We reward our employees by offering a competitive compensation and benefits package, including incentive-based awards, which we believe motivates our employees and drives company performance. We also seek to engage and give back to the community through donations and fundraising for organizations providing help for those with glaucoma, as discussed in “—ESG” above.

As of December 31, 2021, we employed approximately 376 full-time employees, of which 294 were employed in the United States and 82 were employed outside the United States. Most of our employees outside of the United States primarily support our manufacturing operations in Athlone, Ireland. Of our total employee population, there were 151 in customer-facing roles which include sales force, marketing and medical affairs, 103 in research and development, 68 in product manufacturing and 54 in general and administrative support roles such as human resources, finance, legal and information technology. We are committed to providing our employees with a positive work environment that helps them realize their full potential and helps them contribute to the success of our company. None of our employees are represented by any collective bargaining unit. We believe that we maintain good relations with our employees.

We have a strong commitment to continue to build a diverse and inclusive work environment that fosters a positive culture. We believe our diverse workforce brings a wide array of skills and experiences that help increase innovation and strategic thinking and ultimately contribute to the success of our company. All of our ongoing and planned clinical studies have no exclusions to

participation based on race, sexual orientation or gender. In addition, we are committed to exploring options to encourage diversity and accessibility to our clinical trials.

As part of our commitment to racial equity, we have conducted field listening programs, a pilot diversity seminar as well as an analysis of progress in line with racial equity goals. We take deliberate measures to ensure we lead by example in promoting racial equity in hiring, promotion and opportunities within the Company.

Our hiring practices reflect our commitment to increase diversity and inclusion among our employees, as shown below:

The success of our company is highly dependent on the performance, skills and industry knowledge of our employees. A significant proportion of our employee base is comprised of professionals who have had prior experience with pharmaceutical and biotechnology companies. To attract and retain such highly qualified talent, we invest significant resources to further develop our employees and provide opportunities that help them achieve career goals and lead our organization. All employees have access to technical and “soft skill” career development materials online and materials designed in-house to help support them throughout their career.

We maintain a robust technical training curriculum for all our employees and executives based on function. These curricula incorporate training addressing specific regulatory requirements germane to the performance of specific functions. The training for our manufacturing, scientific and quality personnel, for example, includes modules focusing on our good manufacturing and laboratory practices as well as proper documentation and reporting.

Through our “soft skill” training and development programs, we provide training that helps employees increase their performance and productivity. We also provide focused development for managers, directors and aspiring leaders of the future who are designated as “key talent” based on performance and leadership potential.

In addition to technical and “soft skill” training, all of our employees are required to regularly train on our Code of Ethics, receive cyber security training and receive harassment training. We believe a well-trained employee base is the best way to ensure proper business operations and to best ensure the establishment of a collaborative and supportive corporate culture.

We are dedicated to creating and maintaining a work environment where our employees feel safe to carry out their responsibilities. We regularly review health and safety legislation to ensure compliance with current standards; we identify and monitor potential health and safety hazards; we coordinate emergency and fire drills; and we train our employees to avoid or minimize any potential risks within the workplace. The health and safety of our employees, patients, prescribers, and community are of utmost importance to us and we strive to comply with all requirements and mandates from various agencies and governments.

We value the patient volunteers who participate in clinical trials and we are committed to protecting their rights and well-being. As such, we have policies and procedures in place to ensure our clinical trial practices comply with laws and regulations in all countries in which we operate clinical trials and meet our high ethical standards. For example, we adhere to Good Clinical Practices (“GCP”) guidelines and Good Manufacturing Practices (“GMP”) standards to ensure the rights and well-being of our clinical trial participants are protected. In addition, our clinical trial sites are GCP-certified and our manufacturing sites are GMP-certified. We also have protocols in place to obtain informed consent from patients participating in our clinical trials. In addition, we have procedures in place specific to the COVID-19 pandemic allowing us to adapt to the needs of participants, clinical sites and employees, as changes may occur, to ensure first and foremost safety while protecting data integrity.

In our research and manufacturing facilities, we maintain a safety-first culture and seek to minimize workplace incidents and minimize risks and hazards. We have created and implemented processes to help reduce the frequency and severity of safety events. These processes include an Illness and Injury Prevention Program and a Safety Committee, which reviews and monitors our safety performance closely. Through our efforts, we had a recordable incident rate of 1.1 (recordable incidents per 100 employees, as defined by the U.S. Occupational Safety and Health Administration, “OSHA”) at our Athlone plant and no recordable incidents in our U.S. facilities in 2021. In comparison, the OSHA incident rate was 1.6 for the U.S. pharmaceutical and medicine manufacturing industry in 2020.

In response to the COVID-19 pandemic, we have taken precautionary measures to protect our employees and our stakeholders by adapting company policy to maintain the continuity of our business. We have adapted our facilities and work practices and implemented all necessary safety controls in line with governmental health policy guidelines. In taking measures intended to protect our employees, customers and vendors from contracting and/or spreading COVID-19, in the United States we have established an employee vaccination and weekly testing policy based on guidance from the Centers for Disease Control (“CDC”) and Prevention, OSHA and the Equal Employment Opportunity Commission (“EEOC”) that is designed to comply with all applicable federal, state, and local laws. In Ireland, we follow Irish governmental health policy guidelines with respect to COVID-19. We also continue to encourage our employees to work remotely to the extent feasible and to limit air travel to essential business meetings or events to minimize the risk of infection among our employees. In addition, we have formed interdisciplinary teams to (i) focus on company-wide communication about the COVID-19 pandemic and its impact on our business and (ii) discuss, recommend and supervise the implementation of physical measures at our sites to best ensure employee safety. For example, to further support our employees at the Athlone plant, we have implemented a Well-being Program to boost communication, engagement and wellness initiatives. With precautionary measures in place company-wide, we continue to operate effectively as most of our manufacturing plant personnel are working on site and the balance of our total workforce has the flexibility to work remotely through a hybrid work environment. Especially important in light of the COVID-19 pandemic, we provide all of our employees with excellent healthcare benefits and we make every effort to provide high levels of coverage at the most affordable cost possible.

To compete in a highly competitive job market and attract, retain and reward outstanding talent, we offer our employees a comprehensive compensation package which includes competitive salaries and benefit programs.

Our well-designed compensation package includes the following:

Our equity compensation plans, pursuant to which we may grant stock options, restricted stock and other equity-based awards, are designed to align employees’ interests with our stockholders’ interests and motivate effective performance which drives company success. We also maintain an employee stock purchase plan under which substantially all employees may purchase Aerie common stock through payroll deductions and lump sum contributions at a price equal to 85% of the lower of the fair market value of the stock as of the beginning or end of the offering periods.

Upon the recommendation of the Nominating and Corporate Governance Committee, our Board has nominated Mr. Croarkin and Dr. McDonnell for re-election as Class III directors at the Annual Meeting.

There are no arrangements or understandings between any director or nominee for directorship, pursuant to which such director or nominee was selected as a director or nominee. We know of no reason why any nominee may be unable to serve as a director. If any nominee is unable to serve, your proxy may vote for another nominee proposed by the Board. If for any reason these nominees prove unable or unwilling to stand for election, the Board will nominate alternates or reduce the size of the Board to eliminate the vacancy. The Board has no reason to believe that its nominees would prove unable to serve if elected. Proxies cannot be voted for a greater number of persons than the number of nominees named in this proxy statement.

If the nominees listed above are elected, they will hold office until the annual meeting of stockholders to be held in 2025 or until their successors have been duly elected and qualified.

Directors are elected by a plurality of the votes cast at the meeting by the holders of shares present virtually or represented by proxy at the Annual Meeting and entitled to vote on the election of directors. We will count shares represented by executed proxies, if authority to do so is not withheld, as voting for the election of the two nominees named above. If any nominee becomes unavailable for election because of an unexpected occurrence, your shares will be voted for the election of a substitute nominee proposed by our Board.

The Company’s stockholders are being asked by the Audit Committee of the Board to ratify the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The Audit Committee is solely responsible for selecting the Company’s independent registered public accounting firm, and stockholder approval is not required to appoint PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. However, the Board believes that submitting the appointment of PricewaterhouseCoopers LLP to the stockholders for ratification is good corporate governance. If the stockholders do not ratify this appointment, the Audit Committee will reconsider whether to retain PricewaterhouseCoopers LLP. If the selection of PricewaterhouseCoopers LLP is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time it decides that such a change would be in the best interest of the Company and its stockholders.

Representatives of PricewaterhouseCoopers LLP are expected to participate in the Annual Meeting. These representatives will be provided an opportunity to make a statement at the Annual Meeting if they desire to do so and will be available to respond to appropriate questions from stockholders.

This proposal requires an affirmative vote of a majority of the votes cast at the Annual Meeting by the holders of shares present virtually or represented by proxy at the Annual Meeting and entitled to vote on the proposal.

Our Recommendation

Our Audit Committee pre-approves all audit and permissible non-audit services provided by PricewaterhouseCoopers LLP. These services may include audit services, audit-related services, tax services and other services. Pre-approval may be given as part of the Audit Committee’s approval of the scope of the engagement of the independent registered public accounting firm or on an individual case-by-case basis. All of the services described below were approved by our Audit Committee.

The following table sets forth certain information about our current executive officers.

Set forth and described below is certain information about our executive officers (for information on Mr. Kannan, see “— Information About Directors Continuing in Office”).

“Say-on-Pay” Vote and Stockholder Outreach

Our Board and management highly value stockholder perspectives and considered the outcome of our 2021 advisory say-on-pay vote in making compensation determinations for our NEOs. For the advisory say-on-pay vote at our 2021 Annual Meeting of stockholders, approximately 57% of the votes were in favor of the proposal related to compensation practices for 2020. We strive for significantly higher support from our stockholders and have taken considerable measures in response to last year’s vote.

Overall, we communicate with our stockholders regularly, including through our quarterly earnings calls, company presentations, investor conferences and other investor meetings at which investors have an opportunity to discuss incentive compensation matters, among other topics. With that in mind, our 2021 say-on-pay vote results presented another opportunity for us to further engage with our stockholders on compensation matters. In order to gain feedback specific to our executive compensation program, in late 2021 and early 2022, we engaged investors representing over 50% of our shares outstanding. These meetings were led by our former Interim Executive Chair, who we believe was able to provide a unique perspective due to his then-current role of Interim Executive Chair and his role of serving as an independent director and Chair of the Compensation Committee. As part of this process, we gained valuable insight from our stockholders, particularly around our stockholders’ points of view regarding performance-vested LTI. Given our strong pay-for-performance philosophy, we designed Mr. Kannan’s March 2022 LTI grant and our other NEOs’ 2022 annual LTI grant (also granted in March 2022) in a manner that emphasizes long-term, performance-based vesting. Specifically, the performance-vested component of the NEOs’ 2022 LTI will pay out, if at all, based on the achievement of certain strategic milestone objectives, as well as relative TSR performance over the three-year performance period ending December 31, 2024.

We appreciate the feedback that we received from our stockholders, and the Compensation Committee plans to continue our dialogue with our stockholders. We will continue to consider all feedback, including the results of this say-on-pay vote, as we administer the 2022 executive compensation program and plan for fiscal year 2023. Overall, the Company is focused on driving long-term stockholder return performance and has taken specific actions, to achieve such ends. As previously noted, we have and continue to take steps to increase efficiencies and streamline the organization and we have also implemented performance-vested LTI for our NEOs. Promoting long-term shareholder value creation continues to be a top priority for the Company, and as such, the Company will continue to take actions that better position us to pursue our long-term strategy and goals.

Key Compensation Governance Attributes

In so doing, we feel we provide competitive compensation opportunities that further our goals of attracting, motivating and retaining talented executives and that align with our overall business model and emphasize a long-term view of Company performance and strategic execution.

The Compensation Committee meets regularly throughout the year to monitor our progress. The formal written Compensation Committee charter is available on our website.

Our Chief Executive Officer (including our former Interim Executive Chair, while applicable) informs our Compensation Committee on the individual performance and contributions of each of the other NEOs, and annually makes recommendations to the Compensation Committee regarding base salary, non-equity incentive plan compensation and equity awards. The Compensation Committee reviews and considers such recommendations, but ultimately retains full discretion and authority over the final compensation decisions for the NEOs.

Pursuant to its charter, the Compensation Committee has the sole authority to retain compensation consultants to assist in its evaluation of executive and director compensation. The Compensation Committee continued to engage ClearBridge as its independent compensation advisor for the fiscal year ended December 31, 2021. ClearBridge conducted various market studies and advised the Compensation Committee on general executive compensation matters to assist the Compensation Committee in fulfilling its duties.

ClearBridge reports directly to the Compensation Committee, participates in meetings, communicates with the Committee Chair between meetings as necessary and works with management at the direction of the Compensation Committee.

The Compensation Committee reviewed ClearBridge’s independence and concluded that it is an independent and conflict-free advisor to the Company pursuant to standards under the Dodd-Frank Wall Street Reform and Consumer Protection Act and NASDAQ’s independence standards.

In the third quarter of fiscal year 2020, the Compensation Committee, with the assistance of ClearBridge, determined to take a holistic review of the peer group that would be used to determine 2021 pay opportunities and developed a new peer group that aligned with Aerie’s then-current revenue and market capitalization to be used as context for 2021 pay decisions (the “2020 peer

group”). See below for screening criteria utilized by ClearBridge, the resulting 2020 peer group and Aerie’s size positioning versus the 2020 peer group leading up to Compensation Committee approval.

In the third quarter of fiscal year 2021, the Compensation Committee approved the peer group that would be used as context for 2022 pay decisions for our NEOs (the “2021 peer group”). ClearBridge used the same screening criteria as used for the 2020 peer group, taking into account any changes to Aerie’s revenue and market capitalization. The 2021 peer group remained generally

consistent with the 2020 peer group, with two updates: (i) Pfenex Inc. was removed from the peer group due to its acquisition by Ligand Pharmaceuticals and (ii) Omeros was added to the peer group due to its relevancy from a size and business perspective. See below for Aerie’s positioning versus the 2021 peer group leading up to Compensation Committee approval:

At the beginning of each fiscal year, the Compensation Committee establishes a non-equity incentive compensation plan that is tied to critical short-term business goals. Our annual bonus program is an important incentive tool used to motivate achievement of our short-term goals for the forthcoming fiscal year. Each NEO (other than Dr. McGraw) participates in the plan and has a target bonus opportunity amount that is stated as a percentage of base salary. Participants can earn between 0% and 200% of their targeted payout level (with the exception of Mr. Staten whose bonus consisted of only a target) based upon actual Company and individual performance as reviewed and assessed by the Compensation Committee.

Bonus payouts are made in cash and paid in arrears on an annual basis if the performance goals are met, or at the Board’s discretion after taking into account various subjective factors, including individual performance and execution on our long-term plans. We do not provide for guaranteed bonus payouts.