HARROW, INC.
For the period ended Dec 31, 2025. Filed Apr 24, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2025 · Filed Apr 24, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
| Filed by the Registrant ☒ | Filed by a Party other than the Registrant ☐ |
|---|
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
HARROW, INC.
(Name of Registrant as Specified in its Charter)
(Name of person(s) filing proxy statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11. |
ABOUT HARROW
Harrow, Inc. (“Harrow” or the “Company”) is a leading provider of ophthalmic disease management solutions in North America, founded with a commitment to deliver safe, effective, accessible and affordable medications that enhance patient compliance and improve clinical outcomes. For over a decade, we have partnered with U.S. eyecare professionals to build a comprehensive portfolio of high-quality products used to manage ophthalmic conditions affecting both the front and back of the eye, including dry eye disease, wet age-related macular degeneration, cataracts, refractive errors, glaucoma, ocular surface conditions and retina diseases. We have expanded our branded ophthalmic portfolio through acquisitions, licensing transactions and internal investment, and we continue to advance a pipeline of differentiated therapies designed to address unmet needs in eyecare. By prioritizing clinical value for both providers and patients, Harrow seeks to enhance patient outcomes and preserve vision. By combining creativity, entrepreneurship and innovation with operational discipline and strong financial performance, we are building a future where life-changing ophthalmic treatments are within reach for all.
FORWARD-LOOKING STATEMENTS
This Proxy Statement contains “forward-looking statements” within the meaning of the federal securities laws. All statements contained in this Proxy Statement other than statements of historical fact are forward-looking statements, including statements regarding our expectations, beliefs, plans, objectives, assumptions or future events or performance.
In some cases, forward-looking statements may be identified by words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions, although not all forward-looking statements contain these identifying words. These statements are based on management’s current expectations, assumptions, estimates and beliefs and are subject to known and unknown risks, uncertainties and other factors, many of which are beyond our control, that could cause actual results or outcomes to differ materially from those expressed in, or implied by, the forward-looking statements.
These risks, uncertainties and other factors include, among others, risks related to our business, financial condition, results of operations, strategy, product commercialization, regulatory matters, supply and manufacturing arrangements, intellectual property, litigation, indebtedness, cybersecurity, and other risks described under the caption “Risk Factors” and elsewhere in Harrow, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on March 2, 2026, and in our other filings with the SEC.
All forward-looking statements in this Proxy Statement are expressly qualified in their entirety by these cautionary statements. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this Proxy Statement. Except as required by law, we undertake no obligation to update or revise any forward-looking statements to reflect events or circumstances after the date of this Proxy Statement.
April 24, 2026
Dear Stockholder:
You are cordially invited to attend the 2026 Annual Meeting of Stockholders of Harrow, Inc. (the “Annual Meeting”), which will be held at our corporate office located at 1A Burton Hills Blvd., Suite 200, Nashville, TN 37215, on June 18, 2026, at 8:00 a.m. (Central Time).
In accordance with rules adopted by the Securities and Exchange Commission, we are mailing to many of our stockholders a Notice of Internet Availability of Proxy Materials instead of a paper copy of the Proxy Statement and our Annual Report for the fiscal year ended December 31, 2025 (the “Annual Report”). The Notice of Internet Availability of Proxy Materials contains instructions on how stockholders can access the proxy documents over the Internet as well as how stockholders can receive a paper copy of our proxy materials, including the Proxy Statement, the Annual Report and a form of proxy card.
The notice of meeting and Proxy Statement describe the matters to be acted upon at the Annual Meeting. If you plan to attend the Annual Meeting and your shares are held in street name (by a broker, for example), you should ask the record holder for a legal proxy and bring it with you to the Annual Meeting, so that we can verify your ownership of Harrow, Inc. stock. Please note that if your shares are held in street name and you do not bring a legal proxy from the record holder, although you will be able to attend the Annual Meeting, you will not be able to vote at the Annual Meeting.
Whether or not you plan to attend the Annual Meeting personally, and regardless of the number of shares you own, it is important that your shares be represented at the Annual Meeting. Accordingly, we urge you to promptly complete the proxy card and return it to our Corporate Secretary at 1A Burton Hills Blvd., Suite 200, Nashville, TN 37215, or to promptly use the telephone or Internet voting system. If you do attend the Annual Meeting and wish to vote in person, you may withdraw a previously submitted proxy at that time.
Sincerely,
Mark L. Baum
Chief Executive Officer and Chairman of the Board of Directors
TABLE OF CONTENTS
| PROXY SUMMARY | 1 |
|---|---|
| 2026 Annual Meeting at a Glance | 1 |
| Matters To Be Voted On | 1 |
| Proposal 1 Summary – Board of Directors | 1 |
| Proposal 2 Summary – Executive Compensation Highlights | 2 |
| Proposal 3 Summary – Ratification of Independent Auditor | 3 |
| Why The Board Recommends a Vote for Each Proposal | 3 |
| PROXY STATEMENT | 4 |
| General | 4 |
| Solicitation of Proxies | 4 |
| Stockholders of Record | 4 |
| Vote Required and Method of Counting Votes | 5 |
| How to Vote | 5 |
| Revocation of Proxies | 5 |
| Cost and Method of Solicitation | 5 |
| Stockholder List | 5 |
| PROPOSAL 1 - ELECTION OF DIRECTORS | 6 |
| DIRECTOR COMPENSATION | 9 |
| CORPORATE GOVERNANCE | 10 |
| Corporate Governance Guidelines | 10 |
| Director Independence | 10 |
| Board Leadership Structure | 10 |
| Board Role in Risk Management | 11 |
| Cybersecurity Risk Oversight | 11 |
| Committees of the Board of Directors | 11 |
| Meetings of the Board and Committees | 12 |
| Meeting Attendance | 12 |
| Policy on Hedging, Pledging and Similar Activities | 13 |
| Code of Business Conduct and Ethics | 13 |
| Stockholder Communications with Directors | 13 |
| Reporting of Concerns Regarding Accounting Matters | 13 |
| Nominations for Directors | 14 |
| EXECUTIVE OFFICERS | 15 |
| EXECUTIVE COMPENSATION | 16 |
|---|---|
| Compensation Discussion and Analysis | 16 |
| Named Executive Officers | 16 |
| Overview | 16 |
| Pay-for-Performance Alignment | 17 |
| Compensation Risk Assessment | 17 |
| Roles in Determining Executive Officer Compensation | 17 |
| Compensation Program Overview | 18 |
| Compensation Committee Interlocks and Insider Participation | 21 |
| Compensation Committee Report | 21 |
| Summary Compensation Table | 22 |
| Grants of Plan-Based Awards | 23 |
| Outstanding Equity Awards at Fiscal Year-End | 24 |
| Option Exercises and Stock Vested | 26 |
| Pension Benefits | 26 |
| Nonqualified Deferred Compensation | 26 |
| Compensation Arrangements with Mark L. Baum | 26 |
| Compensation Arrangements with Andrew R. Boll | 27 |
| Compensation Arrangements with John P. Saharek | 28 |
| Compensation Arrangements with Francis W. Mullery | 28 |
| Compensation Arrangements with Amir H. Shojaei | 29 |
| Potential Payments Upon Termination or Change in Control as of December 31, 2025 | 30 |
| CEO PAY RATIO | 31 |
| PAY-VERSUS-PERFORMANCE | 32 |
| SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS | 35 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 36 |
| DELINQUENT SECTION 16(a) REPORTS | 37 |
| REPORT OF THE AUDIT COMMITTEE | 38 |
| PROPOSAL 2 - ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION | 39 |
| PROPOSAL 3 - RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 40 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 42 |
| HOUSEHOLDING OF PROXY MATERIALS | 43 |
| STOCKHOLDER PROPOSALS | 43 |
| OTHER MATTERS | 44 |
| Q&A ABOUT THE PROXY MATERIALS AND ANNUAL MEETING | 45 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.