HARROW, INC.

In 2025, our executive compensation program consisted of the following forms of compensation, each of which is described in greater detail below:

Base Salary

The Compensation Committee believes it is important to provide adequate fixed compensation to our executive officers working in a highly volatile and competitive industry. Our Compensation Committee believes the base salaries are generally the appropriate cash compensation level that will allow us to attract and retain highly skilled executives. The Compensation Committee considers our stockholders’ interests in paying what is necessary to achieve our corporate goals, while conserving cash as much as practicable, when setting base salaries. We believe that, given the industry in which we operate, our current working capital needs and our compensation philosophy and objectives, base salaries at current levels are generally sufficient to retain our current executives and to hire new executives when and as required. In determining appropriate base salary levels for a given executive officer, the Compensation Committee considers the following factors:

Salaries for executive officers are determined on an individual basis at the time of hire. Adjustments to base salary are considered annually in light of the factors above. The Chief Executive Officer assists the Compensation Committee in its annual review of the base salaries of other named executive officers and members of senior management based on the foregoing criteria.

The annual base salaries for applicable NEOs for 2024, 2025 and 2026 are as follows:

(1) Mr. Saharek transitioned from an employee to a consulting relationship in March 2026.

Annual Bonus (Non-Equity Incentive Compensation)

The Company provides executive officers with annual performance-based cash bonus opportunities designed to reward performance. The Compensation Committee establishes performance goals at the beginning of each year, with input from senior management, and determines target bonus opportunities as a percentage of base salary based on each executive officer’s role, responsibilities and ability to influence Company performance. The Company believes these target bonus opportunities are appropriate and consistent with its pay-for-performance compensation philosophy.

For 2025, annual incentive bonus opportunities for our executive officers were based entirely on overall Company performance. In February 2025, the Compensation Committee established measures that included revenue, adjusted EBITDA, revenue from certain products, and refinancing activity. The Compensation Committee also determined that the evaluation of performance following the year would include a review of, and potential adjustment for, acquisition and development activity. Target annual incentive bonus opportunities for 2025 were 70% of annual base salary for our Chief Executive Officer and 50% of annual base salary for each other named executive officer eligible for an annual incentive bonus award.

Following the end of the year, the Compensation Committee reviewed the Company’s performance against the pre-established annual incentive framework, including financial performance, adjusted EBITDA and product-related performance measures. In determining 2025 annual incentive payouts, the Compensation Committee considered, among other things, the Company’s year-over-year revenue growth, improved profitability and adjusted EBITDA results, execution against product and commercialization objectives, and our debt refinancing process during the year. In addition, the Compensation Committee considered other business development initiatives and acquisition and development activity. Based on this overall review, the Compensation Committee awarded annual incentive bonuses at target levels for all NEOs.

As a result, for 2025, the Chief Executive Officer received an annual incentive bonus equal to 70% of base salary, the President and Chief Financial Officer received an annual incentive bonus equal to 50% of base salary, and the President and Chief Executive Officer, ImprimisRx Division, received an annual incentive bonus equal to 40% of base salary on a pro rata basis based on his start date.

Clawback Policy

The Company has adopted a Policy Regarding the Mandatory Recovery of Compensation in accordance with applicable SEC and Nasdaq listing standards. This policy provides for the recovery of certain incentive-based compensation received by current or former executive officers in the event the Company is required to prepare an accounting restatement as a result of material noncompliance with financial reporting requirements under the securities laws. The Company’s clawback policy is incorporated as an exhibit to the Company’s Annual Report.

Equity Compensation

As an additional component of our compensation program, executive officers are eligible to receive equity compensation in the form of stock options, restricted stock and/or RSUs. The Compensation Committee does not have a stated policy regarding the issuance of equity grants. However, historically our named executive officers have been granted service/time-based vesting equity awards and certain executive officers have also been granted options and RSUs that contain performance/market-based vesting conditions. The Compensation Committee grants equity awards to executive officers to aid in their retention, to motivate them to assist with the achievement of corporate objectives and to align their interests with those of our stockholders by creating a return tied to the performance of our stock price. In determining the form, date of issuance and value of a grant, the Compensation Committee considers the contributions and responsibilities of each executive officer, appropriate incentives for the achievement of our long-term growth, the size and value of grants made to other executives at peer companies holding comparable positions, individual achievement of designated performance goals, and the Company’s overall performance relative to corporate objectives.

In 2025, the Compensation Committee granted performance stock unit awards to Messrs. Baum and Boll as part of the Company’s long-term incentive compensation program. These awards, which we refer to as the “2025 PSUs,” are subject to both continued service and market-based vesting conditions. Vesting of the 2025 PSUs requires (i) a minimum three-year service period and (ii) during a five-year term, the achievement and maintenance of specified Company common stock price targets ranging from $50.00 to $100.00 per share. The 2025 PSUs were structured in four separate tranches and are intended to align a significant portion of executive compensation with sustained long-term stock price performance and stockholder value creation. Additional information regarding the 2025 PSUs, including the applicable tranche structure, is provided below under “Outstanding Equity Awards at Fiscal Year-End—2025 PSUs – Multi-Year Awards.”

Certain named executive officers other than Messrs. Baum and Boll received equity awards in 2025 in the form of stock options. Upon his hiring in January 2025, Dr. Shojaei received a stock option award to purchase 30,000 shares of the Company’s common stock. Upon his hiring in September 2025, Mr. Mullery received a stock option award to purchase 33,000 shares of the Company’s common stock. Mr. Saharek did not receive an equity award in 2025.

See the “Grants of Plan-Based Awards” and the “Outstanding Equity Awards at Fiscal Year-End” table below for additional details about equity awards held by our named executive officers.

Employee Benefit Program

Executive officers are eligible to participate in all of our employee benefit plans, including medical, dental, vision, group life, disability and accidental death and dismemberment insurance, in each case on the same basis as other employees, subject to applicable law. We also provide vacation and other paid holidays to all employees, including executive officers, all of which we believe to be comparable to those provided at peer companies. These benefit programs are designed to enable us to attract and retain our workforce in a competitive marketplace. Health, welfare and vacation benefits ensure that we have a productive and focused workforce through reliable and competitive health and other benefits.

Our retirement savings plan (401(k) plan) is a tax-qualified retirement savings plan, pursuant to which all employees, including the named executive officers, are able to contribute certain amounts of their annual compensation, subject to limits prescribed by the Internal Revenue Service. We have historically made matching contributions of up to 4% of cash compensation contributed to the plan. The value of the 401(k) benefit for each of our named executive officers is reflected in the “All Other Compensation” column of the Summary Compensation Table.

Change of Control Arrangements

We have entered into change of control arrangements with each of our named executive officers. Our Board approved these change of control arrangements in order to mitigate some of the risk that exists for executives working in a biopharmaceutical company at our current stage and where the possibility exists that we may be acquired if our efforts succeed. These arrangements are intended to retain highly skilled executives who have, or who may seek, alternatives that may appear to them to be less risky in terms of the potential loss of their position following a merger or sale, particularly where the services of these executive officers may not be required by the acquirer. These arrangements provide change of control benefits either upon the termination of the employee’s service, a significant change in job responsibilities or the need to relocate within 12 months following a change of control. By using a so-called “double trigger” change of control benefit, and thereby tying the severance benefit both to a change in control and change in job status, rather than the mere consummation of a change of control transaction, the Compensation Committee believes that it is better able to balance the employee’s need for certainty with the interests of our stockholders.

Information regarding the change of control arrangements and the potential value of payments upon termination related to a change of control is provided for the named executive officers under the heading “Change of Control Arrangements” in the sections below describing each named executive officer’s compensation arrangements. Given his transition to a consulting role with the Company, Mr. Saharek is no longer eligible for change of control arrangements.

Consulting Agreement with John P. Saharek

In October 2025, Mr. Saharek transitioned from his executive role as President and Chief Executive Officer of ImprimisRx. On March 1, 2026, Mr. Saharek ceased to be employed by the Company and entered into a consulting arrangement. Pursuant to a Consulting Agreement entered into effective March 1, 2026, Mr. Saharek serves as Program Lead for a certain initiative with IHEEZO. The term of the Consulting Agreement continues through December 31, 2026, unless earlier terminated by either party upon five days’ prior written notice. Under the agreement, Mr. Saharek receives a base consulting fee of $18,540 every two weeks and is eligible for an annual performance or incentive component based on clinic-based adoption of IHEEZO. Mr. Saharek is responsible for his own expenses unless pre-approved by the Company in writing in advance. The agreement also contains customary provisions relating to confidentiality, intellectual property ownership and independent contractor status. The Consulting Agreement is filed as an exhibit to the Company’s Annual Report.

Equity Grant Practices

The Compensation Committee approves equity award grants to our executives from time to time. We do not have, nor do we plan to establish, any program, plan or practice to time equity award grants in coordination with releasing material non-public information.