UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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:

Alimera Sciences, 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):

PRELIMINARY PROXY STATEMENT

SUBJECT TO COMPLETION, DATED JUNE 15, 2023

Alimera Sciences, Inc.

6310 Town Square, Suite 400

Alpharetta, Georgia 30005

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON            , 2023

To the Stockholders of Alimera Sciences, Inc.:

The annual meeting of stockholders (the “Annual Meeting”) of Alimera Sciences, Inc. (“Alimera” or the “Company”) will be held exclusively online via the Internet on                  , , 2023, at 9:30 a.m. Eastern Time. The purposes of the meeting are:

Our board of directors (the “Board”) has fixed the close of business on June              , 2023 as the record date (the “record date”) for determining holders of our common stock entitled to notice of, and to vote at, the Annual Meeting or any adjournments or postponements thereof. On the record date, there were                          shares of common stock issued and outstanding.

The Notice of Annual Meeting of Stockholders, proxy statement for the Annual Meeting (the “Proxy Statement”) and accompanying form of proxy card are first sent to stockholders on or about June , 2023. We encourage you to review these proxy materials and vote your shares.

The Annual Meeting will be presented exclusively online at www.virtualshareholdermeeting.com/ALIM2023. You will be able to attend the Annual Meeting online, vote your shares electronically and submit your questions to management during the Annual Meeting by visiting www.virtualshareholdermeeting.com/ALIM2023 and entering the 16-digit control number included on your proxy card.

Our Board of Directors recommends that you vote “FOR” each director nominee,  “FOR” Proposals 2, 3, 5 and 6 and “1 YEAR” for Proposal 4.  

Your vote is important. Whether or not you plan to attend the virtual Annual Meeting, please vote by telephone orover the Internet, or by completing, signing, dating and returning your proxy card or voting instruction form so that your shares will be represented at the Annual Meeting. Instructions for voting are described in the proxy materials.

By order of the Board of Directors,

Richard S. Eiswirth, Jr.

President and Chief Executive Officer

Alpharetta, Georgia

,  2023

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON             , 2023:

The Proxy Statement and Annual Report on Form 10-K for the fiscal year ended December 31, 2022 are available at www.proxyvote.com.

ALIMERA SCIENCES, INC.

6310 Town Square, Suite 400

Alpharetta, Georgia 30005

(678) 990-5740

PROXY STATEMENT FOR THE

2023 ANNUAL MEETING OF STOCKHOLDERS

INTRODUCTION

2023 Annual Meeting of Stockholders

This Proxy Statement and associated proxy card are furnished in connection with the solicitation of proxies to be voted at the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of Alimera Sciences, Inc. (“we,” “us,” the “Company” or “Alimera”), which will be held on ,  , 2023, at 9:30 a.m. Eastern Time virtually via the Internet at www.virtualshareholdermeeting.com/ALIM2023. You will need to enter the 16-digit control number included on your proxy card to enter the Annual Meeting via the online web portal.

By visiting this website, you may attend the Annual Meeting virtually online, vote your shares electronically and submit your questions to management during the Annual Meeting.

Proposals to be Voted on at the Annual Meeting

The following matters are scheduled to be voted on at the Annual Meeting:

To transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

No cumulative voting rights are authorized, and appraisal or dissenters’ rights are not applicable to these matters.

Our “named executive officers” in this Proxy Statement, as determined under applicable SEC rules for smaller reporting companies like Alimera, are:

If you have any questions, require any assistance with voting your shares or need additional copies of this Proxy Statement or voting materials, please contact:

Investor Relations

Alimera Sciences, Inc.

6310 Town Square, Suite 400

Alpharetta, Georgia 30005

(678) 990-5740

ir@alimerasciences.com

or

CORE IR

(516) 222-2560

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

Why am I receiving these proxy materials?

You received these proxy materials because you owned shares of Alimera common stock as of , 2023, the record date for the Annual Meeting, and our Board is soliciting your proxy to vote at the Annual Meeting. This Proxy Statement describes matters on which we would like you to vote at the Annual Meeting. It also gives you information on these matters so that you can make an informed decision.

Will I receive any other proxy materials?

Rules adopted by the Securities and Exchange Commission (the “SEC”) allow companies to send stockholders a notice of internet availability of proxy materials, rather than mail them full sets of proxy materials. This year, we chose to mail full packages of proxy materials to our stockholders. However, we have taken advantage of the internet distribution option in the past and may do so again in the future. If, in the future, we choose to send such notices, they would contain instructions on how stockholders can access our notice of annual meeting and proxy statement online. They would also contain instructions on how stockholders could request to receive their materials electronically or in printed form on a one-time or ongoing basis.

How do I attend the Annual Meeting online?

We will host the Annual Meeting exclusively live online. Any stockholder can attend the Annual Meeting live online and submit questions during the meeting at www.virtualshareholdermeeting.com/ALIM2023. To enter the Annual Meeting, you will need the 16-digit control number included on your proxy card. Instructions on how to attend and participate online, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/ALIM2023. We encourage you to access the meeting prior to the start time. Online check-in will begin at 9:15 a.m., Eastern Time, and you should allow ample time for the check-in procedures.

Who is entitled to vote at the Annual Meeting?

Only stockholders of record of our common stock at the close of business on the record date will be entitled to vote at the Annual Meeting. On the record date,                       shares of our common stock were outstanding. Our Series B Preferred, of which                     shares were outstanding on the record date, are currently non-voting and non-convertible. Only outstanding shares of our common stock are entitled to vote at the Annual Meeting on the matters described in this Proxy Statement.

In accordance with Delaware law, a list of stockholders entitled to vote at the Annual Meeting will be accessible for 10 days before the meeting at our principal place of business, 6310 Town Square, Suite 400, Alpharetta, Georgia 30005, between the hours of 9:00 a.m. and 5:00 p.m. local time. In addition, during the Annual Meeting that list of stockholders will be available for examination at www.virtualshareholdermeeting.com/ALIM2023.

How do I vote my shares without attending the Annual Meeting?

If on the record date 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. Stockholders of record may vote by using the Internet, by telephone or, if you received a proxy card by mail, by mail as described below. Stockholders of record also may attend the Annual Meeting virtually and vote during the Annual Meeting.

When you vote by any of the above methods, you appoint Russell L. Skibsted, our Chief Financial Officer, and Christopher S. Visick, our Vice President, General Counsel and Secretary, as your representatives (or proxyholders) at the Annual Meeting. By doing so, you ensure that your shares will be voted whether or not you attend the Annual Meeting. The proxyholders will vote your shares at the Annual Meeting as you have instructed them.

In addition, the proxyholders, in their discretion, are further authorized to vote (a) for the election of a person to the Board if a nominee named in this Proxy Statement becomes unable to serve or for good cause will not serve, (b) on any matter that the Board did not know would be presented at the Annual Meeting by a reasonable time before the proxy solicitation was made and (c) on other matters that may properly come before the Annual Meeting and any adjournments or postponements thereof.

If you hold shares through a bank or broker (i.e., in “street name”), please refer to your proxy card, or other information forwarded by your bank or broker to see which voting options are available to you.

The method you use to vote will not limit your right to vote at the Annual Meeting if you decide to attend. However, if you desire to vote at the Annual Meeting and hold your shares in “street name,” you must obtain a proxy, executed in your favor, from the holder of record to be able to vote virtually at the Annual Meeting.

How do I vote at the Annual Meeting?

We will be hosting the Annual Meeting live via webcast. Any stockholder can attend the Annual Meeting live online at www.virtualshareholdermeeting.com/ALIM2023. If you were a stockholder as of the Record Date, or you hold a valid proxy for the Annual Meeting, you can vote at the Annual Meeting. A summary of the information you need to attend the Annual Meeting online is provided below:

To attend and participate in the Annual Meeting, you will need the 16-digit control number included in your proxy materials. If your shares are held in “street name,” you should contact your bank or broker to obtain your 16-digit control number or otherwise vote through the bank or broker. If you lose your 16-digit control number, you may join the Annual Meeting as a “Guest” but you will not be able to vote, ask questions or access the list of stockholders as of the Record Date.

Can I change my vote after submitting my proxy?

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 three ways:

If you are a beneficial owner of your shares, you must contact the broker or other nominee holding your shares and follow their instructions for changing your vote.

Will there be a question-and-answer session during the Annual Meeting?

As part of the Annual Meeting, we will hold a live Question and Answer (“Q&A”) session, during which we intend to answer questions submitted online during or prior to the meeting that are pertinent to the Company and the meeting matters, as time permits. Only stockholders that have accessed the Annual Meeting as a stockholder (rather than a “Guest”) by following the procedures outlined above in “How do I attend the Annual Meeting online?” will be permitted to submit questions during the Annual Meeting. Each stockholder is limited to no more than two questions. Questions should be succinct and only cover a single topic. We will not address questions that are, among other things:

Additional information regarding the Q&A session will be available in the “Rules of Conduct” available on the Annual Meeting webpage for stockholders that have accessed the Annual Meeting as a stockholder (rather than a “Guest”) by following the procedures outlined above.

What if during the check-in time or during the Annual Meeting I have technical difficulties or trouble accessing the virtual meeting website?

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting website during the check-in or meeting time, please contact technical support as directed on the virtual meeting website.

How many votes do you need to hold the Annual Meeting?

Under our amended and restated bylaws, a quorum will be present if the holders of a majority of the voting power of the outstanding shares of the Company entitled to vote generally in the election of directors is represented in person or by proxy at the Annual Meeting. On the record date, there were                     shares of common stock outstanding and entitled to vote. Therefore, for us to have a quorum, shares entitled to                        votes must be represented by stockholders present at the Annual Meeting or represented by proxy.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you attend the Annual Meeting virtually and vote at that time. Abstentions and broker non-votes will be counted for the purpose of determining whether a quorum is present for the transaction of business. If a quorum is not present, the stockholders entitled to vote at the meeting, present or represented, will have the power to adjourn the meeting from time to time until a quorum shall be present or represented.

What matters will be voted on at the Annual Meeting?

The following matters are scheduled to be voted on at the Annual Meeting:

No cumulative voting rights are authorized, and appraisal or dissenters’ rights are not applicable to these matters.

What will happen if I do not vote my shares?

Stockholder of Record: Shares Registered in Your Name. If you are the stockholder of record of your shares and you do notvote by proxy card, by telephone, via the Internet or virtually at the Annual Meeting, your shares will not be voted at the Annual Meeting.

Beneficial Owner: Shares Registered in the Name of Broker or Bank. Brokers, banks or other nominees who hold shares ofour common stock for a beneficial owner in “street name” have the discretion to vote on “routine” proposals when they have not received voting instructions from the beneficial owner at least 10 days prior to the Annual Meeting. A broker non-vote occurs when a broker or other nominee does not receive voting instructions from the beneficial owner and does not have the discretion to direct the voting of the shares. Under the rules that govern brokers that are voting shares held in street name, brokers have the discretion to vote those shares on routine matters but not on non-routine matters. Proposal 2 is the only routine matter in this Proxy Statement. Therefore, your broker has the discretion to vote your shares on Proposal 2 but does not have discretion to vote your shares on Proposals 1, 3, 4, 5 or 6.

We encourage you to provide instructions to your bank or brokerage firm by voting your proxy. This action ensures your shares will be voted at the Annual Meeting in accordance with your wishes.

How may I vote for each proposal and what is the vote required for each proposal?

Proposal 1: Election of Class I directors.

With respect to Proposal 1, you may:

Directors are elected by a plurality of the votes cast at the Annual Meeting, meaning the nominees who are properly nominated in accordance with our amended and restated bylaws and receive the three highest FOR votes will be elected.

Only votes cast FOR a nominee will be counted. An instruction to WITHHOLD authority to vote for a nominee will result in the nominee receiving fewer votes but will not count as a vote against the nominee. Abstentions and broker non-votes will have no effect on the outcome of the election of directors.

You may vote FOR or AGAINST or ABSTAIN from voting on each of Proposal 2, Proposal 3, Proposal 5 and Proposal 6. For each proposal to be approved, we must receive a FOR vote from the holders of a majority of all those outstanding shares that (a) are present or represented by proxy at the Annual Meeting, and (b) are cast either affirmatively or negatively on the proposal.

You may vote “1 YEAR,” “2 YEARS,” “3 YEARS,” or ABSTAIN from voting on Proposal 4.

Abstentions and broker non-votes (if any) will not be counted FOR or AGAINST Proposal 2, Proposal 3, Proposal 4, Proposal 5 and Proposal 6 and will have no effect on any of these proposals.

How does the Board recommend that I vote?

The Board recommends that you vote: 

What happens if I sign and return my proxy card but do not provide voting instructions?

If you return a signed and dated proxy card without marking any voting selections, your shares will be voted:

Could other matters be decided at the Annual Meeting?

We do not know of any other matters that may be presented for action at the Annual Meeting. The proxyholders, in their discretion, are further authorized to vote (a) for the election of a person to the Board if a nominee named in this Proxy Statement becomes unable to serve or for good cause will not serve, (b) on any matter that the Board did not know would be presented at the Annual Meeting by a reasonable time before the proxy solicitation was made and (c) on other matters that may properly come before the Annual Meeting and any adjournments or postponements thereof.

What happens if a director nominee is unable to stand for election?

If a nominee is unable to stand for election, the Board may either:

If the Board designates a substitute nominee, the proxyholders will exercise their discretion as described above and vote for the substitute nominee.

Who is paying for this proxy solicitation?

The accompanying proxy is being solicited by the Board. In addition to this solicitation, our officers, directors and employees may solicit proxies in person, by telephone, or by other means of communication. Officers, directors and employees will not be paid any additional compensation for soliciting proxies. In addition, we may also retain one or more third parties to aid in the solicitation of brokers, banks and institutional and other stockholders. We will pay for the entire costof soliciting proxies. We may reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

Why are we holding a virtual meeting again this year?

We have held our annual meeting of stockholders virtually through the Internet since 2017. We believe this format provides expanded access, lower healthcare risk, improved communication, and cost savings for our stockholders and the Company while providing stockholders the same rights and opportunities to participate as they would have at an in-person meeting. We believe that hosting a virtual meeting is in the best interests of the Company and our stockholders.

What happens if the Annual Meeting is postponed or adjourned?

Unless the polls have closed or you have revoked your proxy, your proxy will still be in effect and may be voted once the Annual Meeting is reconvened. However, you will still be able to change or revoke your proxy with respect to any proposal until the polls have closed for voting on that proposal.

How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results are expected to be announced at the Annual Meeting. Final voting results will be reported on a Current Report on Form 8-K filed with the SEC no later than four business days following the conclusion of the Annual Meeting.

How can I find Alimera’s proxy materials and Annual Report on the Internet?

This Proxy Statement and the Annual Report are available at our corporate website at www.alimerasciences.com. You also can obtain copies without charge at the SEC’s website at www.sec.gov. Additionally, in accordance with SEC rules, you may access these materials at www.proxyvote.com, which does not have “cookies” that identify visitors to the site.

How do I obtain a separate set of Alimera’s proxy materials if I share an address with other stockholders?

In some cases, stockholders holding their shares in a brokerage or bank account who share the same surname and address and have not given contrary instructions receive only one copy of proxy materials. This practice is designed to reduce duplicate mailings and save printing and postage costs as well as natural resources. If you would like to have a separate copy of the proxy materials mailed to you or to receive separate copies of future mailings, please submit your request to the address or phone number that appears on your proxy materials. We will deliver such additional copies promptly upon receipt of such request.

In other cases, stockholders receiving multiple copies of the proxy materials at the same address may wish to receive only one. If you would like to receive only one copy if you now receive more than one, please submit your request to the address or phone number that appears on your proxy materials.

Whom should I call if I have any questions?

If you have any questions, would like additional Alimera proxy materials or proxy cards, or need assistance in voting your shares, please contact Investor Relations, Alimera Sciences, Inc., by mail at 6310 Town Square, Suite 400, Alpharetta, Georgia 30005, by telephone at (678) 990-5740 or by email at ir@alimerasciences.com; or CORE IR by telephone at (516) 222-2560.

Can I submit a proposal for inclusion in the proxy statement for the 2024 annual meeting?

Our stockholders may submit proper proposals (other than the nomination of directors) for inclusion in our proxy statement and for consideration at our 2024 annual meeting of stockholders by submitting their proposals in writing to the Secretary of Alimera in a timely manner. To be considered for inclusion in our proxy materials for the 2024 annual meeting of stockholders, stockholder proposals must:

Unless we receive notice in the foregoing manner, the proxyholders shall have discretionary authority to vote for or against any such proposal presented at our 2024 annual meeting of stockholders. If we change the date of the 2024 annual meeting of stockholders by more than 30 days from the anniversary of this year’s Annual Meeting, stockholder proposals must be received a reasonable time before we begin to print and mail our proxy materials for the 2024 annual meeting of stockholders.

Can I submit a nomination for director candidates and proposals not intended for inclusion in the proxy statement for the 2024 annual meeting?

Our stockholders who wish to nominate persons for election to the Board at the 2024 annual meeting of stockholders or present a proposal at the 2024 annual meeting of stockholders, but who do not intend for such proposal to be included in our proxy materials for such meeting, must deliver written notice of the nomination or proposal to Alimera Sciences, Inc., 6310 Town Square, Suite 400, Alpharetta, Georgia 30005, Attention: Secretary, no earlier than and no later than              .  However, if the 2024 annual meeting of stockholders is held earlier than , 2024 or later than        , 2024 nominations and proposals must be received no later than the close of business on the later of (a) the 90th day prior to the 2024 annual meeting of stockholders and (b) the 10th day following the day we first publicly announce the date of the 2024 annual meeting. In addition, if the number of directors to be elected to the Board is increased and we do not publicly announce all of the nominees for election or specify the size of the increase by , then proposals with respect to nominees for any new positions created by the increase in Board size must be delivered to the address listed above no later than the 10th day following such public announcement. The stockholder’s written notice must include certain information concerning the stockholder and each nominee and proposal, as specified in our amended and restated bylaws. In addition to satisfying the foregoing requirements under our bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies

in support of director nominees other than Alimera’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than , 2024.

Where can I obtain a copy of the Company’s amended and restated bylaws?

A copy of our amended and restated bylaw provisions governing the notice requirements set forth above may be obtained by writing to the Secretary of the Company. A current copy of our amended and restated bylaws is also available at our corporate website at www.alimerasciences.com. Such requests and all notices of proposals and director nominations by stockholders should be sent to Alimera Sciences, Inc., 6310 Town Square, Suite 400, Alpharetta, Georgia 30005, Attention: Secretary.

MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING

PROPOSAL 1

ELECTION OF DIRECTORS

General

The Board is currently composed of eight directors divided into three classes with staggered three-year terms as shown below.A director serves in office until his or her respective successor is duly elected and qualified or until his or her earlier death or resignation. This classification of the Board of Directors into three classes with staggered three-year terms may have the effect of delaying or preventing changes in our control or management. Your proxy cannot be voted for a greater number of persons than the number of nominees named in this proxy statement.

Nominees for Election as Class I  Directors at the Annual Meeting

This year’s nominees for election to the Board as Class I  directors are C. Daniel Myers, John Snisarenko and Michael Kaseta, each to serve for a term of three years expiring at the 2026 annual meeting of stockholders, or until his successor has been duly elected and qualified or until his earlier death, resignation or removal. The age of each director as of June , 2023 is set forth below. Each of the nominees is currently a member of our Board and has agreed to serve as a director if elected, and we have no reason to believe that any nominee will be unable to serve if elected.

(1) Number of other boards of directors of public companies on which the director currently serves.

Below is additional information about each of the nominees as of the date of this Proxy Statement, including their business experience, public company director positions held currently or at any time during the last five years, involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused the nominating and corporate governance committee and the Board to determine that the directors should serve as one of our directors.

C. Daniel Myers is one of our co-founders and has served as a director since the founding of the Company in 2003 and as chair of our nominating and corporate governance committee since March 2023. He served as our Chief Executive Officer from 2003 until January 2019, when he retired from that role, was elected Chair of the Board. Mr. Myers served as a consultant to us upon his retirement until December 2021. Before co-founding the Company, Mr. Myers was an initial employee of Novartis Ophthalmics (formerly CIBA Vision Ophthalmics) and served as its Vice President of Sales and Marketing from 1991 to 1997 and as President from 1997 to 2003. In addition, Mr. Myers served on the board of directors of Ocular Therapeutix, Inc. from 2009 to 2012. From April 2020 until April 2022, Mr. Myers served as the CEO of MediPrint Ophthalmics, Inc. (formerly Leo Lens Technology Co., Inc.), a privately held San Diego, California-based clinical stage eye care pharmaceutical company. Mr. Myers has served on the board of directors of Kala Pharmaceuticals, Inc., a commercial-stage biopharmaceutical company focused on the discovery, development, and commercialization of innovative therapies for diseases of the eye, since October 2021. Mr. Myers holds a Bachelor of Science in Industrial Management from the Georgia Institute of Technology. We believe that Mr. Myers is qualified to serve on our Board because of his decades of ophthalmic pharmaceutical experience, including over 20 years in the roles of president or chief executive officer.

John Snisarenko has been a member of the Board since July 2019. Mr. Snisarenko served as Chief Commercial Officer of Oyster Point Pharma, Inc. from September 2019 until his retirement in July 2022. He previously served as Group Vice President and Head of the Ophthalmics Franchise of Shire (now Takeda) from June 2017 until June 2019. Mr. Snisarenko led a large, multidisciplinary team in Shire’s launch of Xiidra and also served as a member of Shire’s Commercial Leadership Team. In 2019, Mr. Snisarenko was a key member in the divestiture of the Ophthalmology Franchise to Novartis Pharma.

Prior to joining Shire, Mr. Snisarenko was the Franchise Head responsible for the commercial activities within Genentech’s Ophthalmology (Lucentis®) and Rheumatology (Rituxan®, Actemra®) franchises for 10 years. A 30 plus year veteran of the pharmaceutical/biotech industry, Mr. Snisarenko also held various positions of increasing responsibility at CIBA Vision / Novartis Pharma. In his last nine years, he served as Vice President and Business Unit Head for Novartis Ophthalmics, holding general management responsibilities for the Canadian business. Mr. Snisarenko has held numerous advisory board positions and was a board member for the Foundation Fighting Blindness in Canada. He holds a B.Sc. in Biochemistry and an MBA in Marketing and International Business from McGill University in Montreal, Canada. We believe that Mr. Snisarenko is qualified to serve on our Board because of his 30 plus years of pharmaceutical/biotech experience, including his many years of ophthalmic pharmaceutical experience.

Michael Kaseta has been a member of the Board since March 2023.  Mr. Kaseta has served as Chief Financial Officer of Liquidia Corporation since November 2020. Mr. Kaseta served as Chief Financial Officer of Aerami Therapeutics, Inc., a privately held biotech company focused on the development of improved therapies for the treatment of severe respiratory diseases, including pulmonary arterial hypertension, from January 2019 until November 2020, and served as Chief Financial Officer of Aralez Pharmaceuticals Inc., a former specialty pharmaceutical company (“Aralez”), beginning in March 2018. Aralez filed for bankruptcy protection in August 2018, and Mr. Kaseta remained Chief Financial Officer of Aralez until his departure in January 2019. Mr. Kaseta previously served as Head of Finance and Interim Chief Financial Officer of Aralez from November 2017 until March 2018 and Corporate Controller from September 2016 until November 2017.  Prior to joining Aralez, Mr. Kaseta held various positions at Sanofi S.A., a global biopharmaceutical company focused on human health, including most recently Chief Financial Officer Sanofi North America, Global Services, from April 2015 through September 2016. Mr. Kaseta was previously the Vice President Sanofi NA Pharma Controlling from January 2013 through April 2015, Vice President, Sanofi Financial Shared Services from March 2007 through December 2013 and Director of Technical Accounting from 2005 to 2007. Mr. Kaseta holds a BBA in accounting from James Madison University and is a CPA (inactive) licensed in the state of New Jersey. We believe that Mr. Kaseta is qualified to serve on our Board because of his years of pharmaceutical industry, financial operations, and strategy experience.

Required Vote and Recommendation of the Board of Directors for Proposal 1

The affirmative vote of a plurality of the votes cast at the Annual Meeting is required for the election of our directors. The three nominees receiving the most FOR votes among votes properly cast at the Annual Meeting will be elected to the Board as Class I  directors. You may vote FOR or WITHHOLD on each nominee for election as director. Shares represented by signed proxy cards and ballots submitted via the Internet at the Annual Meeting will be voted on Proposal 1 FOR the election of Mr. Myers, Mr. Snisarenko and Mr. Kaseta to the Board at the Annual Meeting, unless otherwise marked on the proxy card or ballot, respectively. A broker non-vote or a properly executed proxy (or ballot) marked WITHHOLD with respect to the election of a Class I  director will not be voted with respect to such director, although it will be counted for purposes of determining whether there is a quorum.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF

C. DANIEL MYERS, JOHN SNISARENKO AND MICHAEL KASETA TO THE BOARD.

Continuing Directors Not Standing for Election

Certain information about those directors whose terms do not expire at the Annual Meeting and who will otherwise continue to serve on the Board is furnished below, including their business experience, director positions held currently or at any time during the last five years, involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused the nominating and corporate governance committee and the Board to determine that the directors should serve as one of our directors. The age of each director as of , 2023 is set forth below.

(1) Number of other boards of directors of public companies on which the director currently serves.

Class II Directors (Terms Expire in 2024)

Richard S. Eiswirth, Jr. has served as our Chief Executive Officer and a member of the Board since January 2019. Mr. Eiswirth had previously served as our President and Chief Financial Officer since January 2016. Before that, he served as our Chief Operating Officer and Chief Financial Officer from August 2010 until December 2015 and as our Chief Financial Officer from October 2005 to August 2010. From 2003 to 2005, Mr. Eiswirth served as founding partner of Brand Ignition Group, engaged in consumer products acquisition activities. From 2002 to 2005, Mr. Eiswirth served as President of Black River Holdings, Inc., a financial consultancy he founded in 2002. Mr. Eiswirth served as Chief Financial Officer and Senior Executive Vice President of Netzee, Inc., a provider of Internet banking solutions to community banks, from 1999 to 2002. Mr. Eiswirth held various positions with Arthur Andersen, where he began his career, from 1991 to 1999. Mr. Eiswirth serves as a director of Celtaxsys Inc., a privately held biotechnology company, where he also chairs the audit committee. Mr. Eiswirth previously served as chair, audit committee chair and member of the compensation committee of Jones Soda Co., a Seattle, Washington-based beverage company, and as director and audit committee chair of Color Imaging, Inc., a Norcross, Georgia based manufacturer of printer and copier supplies. Mr. Eiswirth was previously a CPA in Georgia. Mr. Eiswirth holds a B.A. in accounting from Wake Forest University. We believe that Mr. Eiswirth is qualified to serve on our Board because of his role as our President and Chief Executive Officer and his prior services as our Chief Operating Officer and Chief Financial Officer, his years of pharmaceutical industry experience and his experience as chair of the board of directors and audit committee chair of other companies.

Jason Werner has been a member of the Board since May 2023. Mr. Werner currently serves as Chief Executive Officer and a director of Sightstream Biotherapeutics, Inc., a preclinical stage biotechnology company, since May 2021. Mr. Werner previously served as Co-Founder and Chief Operating Officer of Eyevance Pharmaceuticals Holdings Inc., a developer of topical ophthalmic products, from September 2017 through its acquisition by Santen Pharmaceutical Co., Ltd. in September 2020. Prior to that, Mr. Werner held various positions in Commercial Development and Global Strategy at Sun Pharmaceutical Industries Ltd. and Inspire Pharmaceuticals, Inc., as well as front line sales for Pfizer Inc. Mr. Werner earned his Bachelor of Science in Business Administration from the University of New Hampshire. We believe that Mr. Werner is qualified to serve on our Board because of his years of pharmaceutical industry experience, including commercial, supply chain, manufacturing and corporate strategy experience.

Class III Directors (Terms Expire in 2025)

Adam Morgan has been a member of the Board since March 2023. Mr. Morgan has served as the Chief Investment Officer of Velan Capital Investment Management LP, a healthcare-dedicated investment firm based in Alpharetta, Georgia, since July 2020. Mr. Morgan also currently serves on the board of directors of Heron Therapeutics, Inc. (NASDAQ: HRTX), a publicly-listed biotechnology company focused on advancing the standard of care for acute and oncology patients, where he also serves as Chairman of the board of directors and as a member of the company’s nominating and corporate governance committee, since February 2023, and Health Outlook Corporation, a privately held developer of predictive healthcare technology and service based in New York, New York, where he also serves as chair of the company's audit committee, since January 2023. Previously, Mr. Morgan served as Senior Analyst at Broadfin Capital, LLC, a healthcare dedicated investment firm based in New York, New York, where he covered the Biotech and Pharmaceutical sectors, from February 2018 to June 2020. Prior to that, Mr. Morgan served as Senior Analyst at Iguana Healthcare Partners LLC, a healthcare-dedicated investment firm based in New York, New York, where he covered Medical Devices and Specialty Pharmaceuticals, from 2015 to January 2018. Mr. Morgan also served as an Analyst at Pura Vida Investments, LLC, a healthcare-focused investment firm, where he covered global Medical Devices, from 2014 to 2015. Earlier in his career, Mr. Morgan served as a Research Associate at Cowen

and Company (a subsidiary of Cowen Inc.), a financial services company, on the firm's Medical Supplies and Devices team, from January 2014 to June 2014. Mr. Morgan earned his Bachelor of Science in Chemistry from the University of Minnesota and his MBA from the Carlson School of Management at the University of Minnesota. We believe that Mr. Morgan is qualified to serve on our Board because of his extensive investment experience in the pharmaceutical industry, together with his financial and corporate governance expertise.

Erin Parsons has been a member of the Board since November 2021. Ms. Parsons has served as Founder and President of Parsons Medical Communications, LLC, an agency providing scientific and strategic consulting to small and large companies in the ophthalmic space, since its founding in 2010. Ms. Parsons has served as a member of the board of directors of Kiora Pharmaceuticals, Inc., an ophthalmic specialty pharmaceutical company that develops therapies for the treatment of different types of eye diseases, since February 2022. Ms. Parsons is also involved with various associations in the eyecare space including Ophthalmic World Leaders, the Ophthalmology Innovation Summit (where she led a Masterclass on KOL Advocacy), and The Holland Foundation for Sight Restoration. Ms. Parsons received a Bachelor of Science in Biology from Wake Forest University. We believe that Ms. Parsons is qualified to serve on our Board because of her more than 20 years of experience working in the ophthalmic industry overseeing scientific strategy, medical communications, advocacy development, and peer-to-peer educational programs, much of this in the retina space.

Peter J. Pizzo, III has been a member of the Board since April 2010. Since August 2022, Mr. Pizzo has served as Chief Financial Officer of Intrinsic Therapeutics, Inc., a privately held medical device company that has developed and is commercializing a product to prevent reherniation and reoperation following lumbar discectomy surgery. From October 2019 until June 2022, Mr. Pizzo served as Chief Financial Officer for ControlRad, Inc, a privately held medical technology company focused on reducing unnecessary radiation exposure during fluoroscopically guided procedures. From October 2018 until September 2019, Mr. Pizzo provided financial consulting services to medical device companies. From 2005 until October 2018, Mr. Pizzo served as Chief Financial Officer of Carticept Medical, Inc., a private medical device company, and from its spinout from Carticept in December 2011 until its sale in October 2018, as Chief Financial Officer of Cartiva, Inc., a privately held orthopedic medical device company. From 2002 until its sale in 2005, Mr. Pizzo served as Chief Financial Officer of Proxima Therapeutics, Inc., a privately held medical device company. From 1996 to 2001, Mr. Pizzo worked for Serologicals Corporation, a publicly traded global provider of biological products to life science companies, ultimately serving as Chief Financial Officer. From 1995 to 1996, Mr. Pizzo served as Vice President of Administration and Controller of ValueMark Healthcare Systems, Inc., a privately held owner-operator of psychiatric hospitals. From 1992 until its sale in 1995, Mr. Pizzo served in various senior financial positions at Hallmark Healthcare Corporation, a publicly traded hospital management company. Mr. Pizzo holds a Bachelor of Science with Special Attainments in Commerce from Washington and Lee University. We believe that Mr. Pizzo is qualified to serve on our Board because of his years of experience in medical devices, biologics and healthcare services, including in the roles of vice president, finance and chief financial officer; and his status as an “audit committee financial expert” as such term is defined in the rules and regulations of the Securities and Exchange Commission.

CORPORATE GOVERNANCE

Independent Directors

Our common stock is listed on The Nasdaq Global Market (“Nasdaq”). The Nasdaq listing rules generally require that a majority of the members of a listed company’s board of directors be independent. In addition, the Nasdaq listing rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and corporate governance committees be independent. The Nasdaq director independence definition includes a series of objective tests, such as that the director is not also one of our employees and has not engaged in various types of business dealings with us. In addition, as further required by the Nasdaq listing rules, our Board has made a subjective determination as to each independent director that no relationships exist which, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, our Board reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities as they may relate to us and our management.

Our Board has determined that none of our non-employee directors has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the rules of Nasdaq. The independent members of our Board hold separate regularly scheduled executive session meetings at which only independent directors are present.

Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934 (the “Exchange Act”). In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee: accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or be an affiliated person of the listed company or any of its subsidiaries. Each of Peter J. Pizzo, III, John Snisarenko and Michael Kaseta qualify as an independent director pursuant to Rule 10A-3.

Board Committees

The Board has established an audit committee, a compensation committee and a nominating and corporate governance committee. The Board and its committees set schedules to meet throughout the year and also can hold special meetings and act by written consent from time to time as appropriate. The independent directors of the Board also hold separate regularly scheduled executive session meetings at least twice a year at which only independent directors are present. The Board has delegated various responsibilities and authority to its committees. The committees regularly report on their activities and actions to the full Board. Each committee has a written charter that has been approved by the full Board. Copies of each charter are posted on our website at www.alimerasciences.com under the Investor Relations section. The inclusion of our website address in this Proxy Statement does not include or incorporate by reference the information on our website into this Proxy Statement. The composition of these committees meets the criteria for independence under, and the functioning of these committees comply with, the applicable requirements of the Sarbanes-Oxley Act of 2002, the current Nasdaq listing rules, and SEC rules and regulations. We intend to comply with future requirements as they become applicable to us.

The following table provides membership and meeting information for each of the committees of the Board during 2022.

For members of committees who served for a period less than the entire year, the periods they served are noted.

(1) Dr. Halak resigned from our Board on February 24, 2023.

(2) Dr. Kong resigned from our Board on May 17, 2023

(3) Mr. Largent resigned from our Board on March 24, 2023

The primary responsibilities of each committee are described below.

Audit Committee

Our audit committee is comprised of Peter J. Pizzo, III, John Snisarenko and Michael Kaseta, each of whom is a non-employee member of our Board. Mr. Pizzo serves as the chair of the audit committee. Mr. Kaseta replaced Roger A. Sawheny, M.D. as a member of our audit committee following Dr. Sawheny’s resignation as a director in March 2023. 

The audit committee’s main function is to oversee our accounting and financial reporting processes, internal systems of control, independent registered public accounting firm relationships, and the audits of our financial statements. The full text of the audit committee’s charter is posted on the corporate governance section of our website at https://investors.alimerasciences.com/governance-documents#. Pursuant to its charter, the functions of the audit committee include, among other things:

All members of our audit committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and Nasdaq. Our Board has determined that Mr. Pizzo is an “audit committee financial expert” as defined by applicable SEC rules and has the financial sophistication required by applicable Nasdaq listing rules.

Both our independent registered public accounting firm and our internal financial personnel regularly meet with, and have unrestricted access to, the audit committee.

Compensation Committee

Our compensation committee is comprised of Adam Morgan, Erin Parsons and Peter J. Pizzo, III.  Mr. Morgan serves as the chair of the compensation committee. Mr. Morgan replaced James Largent as a member of our compensation committee following Mr. Largent’s resignation as a director in March 2023, and Mr. Pizzo replaced Dr. Kong as a member of our compensation committee following Dr. Kong’s resignation as a director in May 2023. Mr. Morgan was named chair of our compensation committee following Dr. Kong’s resignation. Our compensation committee reviews and recommends policies relating to compensation and benefits of our officers and employees.

The full text of the compensation committee’s charter is posted on the corporate governance section of our website at https://investors.alimerasciences.com/governance-documents#. Pursuant to the compensation committee charter, the functions of this committee include:

Our Board has determined that each of Adam Morgan, Erin Parsons and Peter J. Pizzo, III is independent under the applicable Nasdaq listing rules and is a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act.

Our chief executive officer assists our compensation committee in carrying out its functions, although he does not participate in deliberations or decisions with respect to his own compensation.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee currently consists of C. Daniel Myers,  John Snisarenko and Jason Werner. Mr. Myers serves as chair of the nominating and corporate governance committee. Mr. Snisarenko and Mr. Werner replaced Ms. Parsons and Mr. Pizzo as members of the nominating and corporate governance committee in May 2023.

The full text of the nominating and corporate governance committee’s charter is posted on the corporate governance section of our website at https://investors.alimerasciences.com/governance-documents#. Pursuant to its charter, the functions of the nominating and corporate governance committee include, among other things:

•identifying, evaluating, and making recommendations to our Board and our stockholders concerning nominees for election to our Board, to each of its committees and committee chairs;

•considering stockholder nominees for election to our Board and conducting searches for potential Board members;

•annually reviewing the performance and effectiveness of our Board and developing and overseeing a performance evaluation process;

•annually evaluating the performance of management, the Board its committees against their duties and responsibilities relating to corporate governance;

•evaluating the size, composition and organization of the Board and its committees, and making recommendations to the Board for approval;

•regularly reviewing issues and developments related to corporate governance, and annually evaluating adequacy of our corporate governance structure, policies, and procedures; and

•generally advising the Board on corporate governance matters.

Our nominating and corporate governance committee believes that candidates for director should have certain minimum qualifications, including being able to read and understand basic financial statements and having a general understanding of our Company’s industry and market. Our nominating and corporate governance committee also considers other factors it deems appropriate.

In evaluating potential nominees to the Board, the nominating and corporate governance committee considers a wide variety of qualifications, attributes and other factors and recognizes that a diversity of viewpoints and practical experience can enhance the effectiveness of the Board. Accordingly, as part of its evaluation of each candidate, the nominating and corporate governance committee takes into account that candidate’s background, experience, qualifications, attributes and skills that may complement, supplement or duplicate those of other prospective candidates and current directors.

When there is a vacancy on the Board, the nominating and corporate governance committee is responsible for considering various potential candidates for director. Our nominating and corporate governance committee considers bona fide candidates from all relevant sources, including current Board members, professional search firms, stockholders and other persons. The nominating and corporate governance committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of the Board. The nominating and corporate governance committee meets to discuss and consider such candidates’ qualifications and then selects a nominee for recommendation to the Board by majority vote.

Our nominating and corporate governance committee will consider director candidates recommended by stockholders and evaluate them using the same criteria as candidates identified by the Board or the nominating and corporate governance committee for consideration. If one of our stockholders wishes to recommend a director candidate for consideration by the nominating and corporate governance committee, the stockholder recommendation should be delivered to the Chair of the nominating and corporate governance committee at our principal executive offices, and must include information regarding the candidate and the stockholder making the recommendation as required by our amended and restated bylaws.

Board Diversity

The following table summarizes certain self-identified characteristics of our directors, in accordance with Nasdaq listing rules. Each term used in the table has the meaning given to it in such rules and related instructions.

Alimera Sciences, Inc. Board Diversity Matrix as of June , 2023

Board Meetings and Attendance

The Board held 19 meetings in 2022.  None of our current incumbent directors attended fewer than 75% of the total number of meetings of the Board and any committees of the Board of which he or she was a member during the year ended December 31, 2022.

Director Attendance at Annual Meetings of Stockholders

Directors are encouraged, but not required, to attend our annual stockholder meetings. All of the directors attended the  2022 annual meeting.

Separation of CEO and Chair Roles

The Board separates the positions of Chief Executive Officer, held by Mr. Eiswirth, and Chair of the Board, held by Mr. Myers. Separating these positions allows our Chief Executive Officer to focus on our day-to-day business activities, while allowing the Chair of the Board to lead the Board in its fundamental role of providing advice to and independent oversight of our management. The Board recognizes the time, effort and energy that the Chief Executive Officer is required to devote to his position in the current business environment, as well as the commitment required to serve as our Chair of the Board, particularly as the Board’s oversight responsibilities continue to grow.

The Chair of the Board leads our Board. The Chair of the Board chairs all Board meetings, acts as liaison between the independent directors and management, approves Board meeting schedules, oversees the information distributed in advance of Board meetings and calls meetings of the Board. The Chair of the Board is also available to our in-house and outside corporate counsel to discuss and, as necessary, respond to stockholder communications to the Board. We believe that having different people serving in the roles of Chief Executive Officer and Chair of the Board is an appropriate and effective organizational structure for the Company.

Compensation Committee Interlocks and Insider Participation

None of the members of our compensation committee is or has served as an officer or employee of Alimera. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board or compensation committee.

Risk Oversight

The Board has responsibility for the oversight of our risk management processes and, either as a whole or through its committees, regularly discusses with management our major risk exposures, their potential impact on our business, and the steps we take to manage them. The risk oversight process includes receiving regular reports from board committees and members of senior management to enable our Board to understand our risk identification, risk management, and risk mitigation strategies with respect to areas of potential material risk, including operations, finance, legal, regulatory, strategic, and reputational risk. The audit committee reviews information regarding liquidity and operations and oversees our management of financial risks. Periodically, the audit committee reviews our policies with respect to risk assessment, risk management, loss prevention, and regulatory compliance. Oversight by the audit committee includes direct communication with our external auditors, and discussions with management regarding significant risk exposures and the actions management has taken to limit, monitor, or control such exposures. As part of its oversight of our executive compensation program, the compensation committee considers the impact of such program, and the incentives created by the compensation awards that it administers, on our risk profile, and is responsible for assessing whether any of our compensation policies or programs has the potential to encourage excessive risk-taking. The nominating and corporate governance committee manages risks associated with the independence of our Board, corporate disclosure practices, and potential conflicts of interest. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through committee reports about such risks. Matters of significant strategic risk are considered by our Board as a whole.

Code of Business Conduct

The Board has adopted a code of business conduct that applies to each of our directors, officers, and employees. The full text of our code of business conduct is posted on the investor relations section of our website at https://investors.alimerasciences.com/. Any waiver of the code of business conduct for an executive officer or director may be granted only by our Board or a committee thereof. We intend to disclose future amendments to, or waivers of, our code of business conduct, as and to the extent required by SEC rules and regulations, at the same location on our website identified above or in public filings. We have implemented whistleblower procedures that establish formal protocols for receiving and handling complaints from employees. Any concerns regarding accounting or auditing matters reported under these procedures will be communicated promptly to the audit committee.

Limitation of Liability and Indemnification

We have entered into indemnification agreements with each of our directors and executive officers. The agreements provide that we will indemnify each of our directors and executive officers against any and all expenses incurred by that director or executive officer because of his or her status as one of our directors or executive officers, to the fullest extent permitted by Delaware law, our restated certificate of incorporation and our amended and restated bylaws. In addition, the agreements provide that, to the fullest extent permitted by Delaware law, but subject to various exceptions, we will advance all expenses incurred by our directors in connection with a legal proceeding.

Our restated certificate of incorporation and amended and restated bylaws contain provisions relating to the limitation of liability and indemnification of directors. The restated certificate of incorporation provides that our directors will not be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duty as a director, except for liability:

Our restated certificate of incorporation also provides that if Delaware law is amended in the future to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of our directors will be eliminated or limited to the fullest extent permitted by Delaware law. The foregoing provisions of the restated certificate of incorporation are

not intended to limit the liability of directors or officers for any violation of applicable federal securities laws. As permitted by Section 145 of the Delaware General Corporation Law, our restated certificate of incorporation provides that we may indemnify our directors to the fullest extent permitted by Delaware law and the restated certificate of incorporation provisions relating to indemnity may not be retroactively repealed or modified so as to adversely affect the protection of our directors.

In addition, as permitted by Section 145 of the Delaware General Corporation Law, our amended and restated bylaws authorize us (a) to enter into indemnification agreements with our directors and executive officers, which we have done, and (b) to purchase directors’ and officers’ liability insurance, which we currently maintain to cover our directors and executive officers.

Communications to the Board

Stockholders interested in communicating with the independent directors regarding their concerns or issues may address correspondence to a particular director or to the independent directors generally, care of Alimera Sciences, Inc., 6310 Town Square, Suite 400, Alpharetta, Georgia 30005, Attn: Secretary. The Secretary of the Company has the authority to disregard any inappropriate communications or to take other appropriate actions with respect to any inappropriate communications. If the Secretary of the Company deems a communication to be appropriate, he will forward it, depending on the subject matter, to the Chair of the Board, the Lead Independent Director, the chair of a committee of the Board, the full Board or a particular director, as appropriate.

Director Compensation

The following table describes our current non-employee director compensation program, which consists of annual cash retainers paid in four quarterly payments and options to purchase shares of our common stock:

(1)Annual options vest and become exercisable in equal monthly installments over the following 12 months after grant if the director provides continuous service through the applicable vesting date. Initial options vest and become exercisable in equal monthly installments through the 1-year anniversary of the previous annual meeting of stockholders if the director provides continuous service through the applicable vesting date. Unless otherwise approved by our compensation committee, all stock option grants to non-employee directors will have an exercise price per share equal to the fair market value of one share of our common stock on the date of grant and will be subject to the terms of the Alimera Sciences, Inc. 2019 Omnibus Incentive Plan, as amended (the “2019 Plan”) or, following its adoption, or the 2023 Plan. Each option granted under the 2019 Plan or the 2023 Plan to each of our non-employee directors that is not fully vested will become fully vested upon (a) a change in control of the Company or (b) such non-employee director’s service terminates due to death.

Our current policy is to reimburse our non-employee directors for travel, lodging and other reasonable expenses incurred in connection with their attendance at Board and committee meetings.

Director Compensation Table for Year Ended December 31, 2022

The following table sets forth information regarding compensation earned during the fiscal year ended December 31, 2022 by each of our non-employee directors:

(1) Dr. Halak resigned from our Board on February 24, 2023.

(2) Dr. Kong resigned from our Board on May 17, 2023

(3) Mr. Largent resigned from our Board on March 24, 2023

The following table describes the number of shares of our common stock that are purchasable under outstanding and unexercised options to purchase shares of our common stock held as of December 31, 2022 by each of our non-employee directors who served during 2022, whether exercisable or not:

(1)Dr. Halak resigned from our Board on February 24, 2023.

(2) Dr. Kong resigned from our Board on May 17, 2023

(3) Mr. Largent resigned from our Board on March 24, 2023

PROPOSAL 2

RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The audit committee of the Board has selected Grant Thornton LLP, an independent registered public accounting firm, as our independent auditors for the year ending December 31, 2023, and has further directed that management submit the selection of independent auditors for ratification by the stockholders at the Annual Meeting. Grant Thornton LLP has served as our independent registered public accounting firm since August 23, 2012. Representatives of Grant Thornton LLP are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Neither our amended and restated bylaws nor other governing documents or laws require stockholder ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm. However, the audit committee of the Board is submitting the appointment of Grant Thornton LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the audit committee of the Board will reconsider whether or not to retain Grant Thornton LLP. Even if the selection is ratified, the audit committee of the Board in its discretion may direct the appointment of different independent auditors at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders.

Required Vote and Recommendation of the Board of Directors for Proposal 2

For the selection by the audit committee of Grant Thornton LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2023 to be ratified, we must receive a FOR vote from the holders of a majority of all those outstanding shares that are present or represented by proxy at the Annual Meeting and are cast either affirmatively or negatively on Proposal 2. Abstentions and broker non-votes will not be counted FOR or AGAINST the proposal and will have no effect on the proposal. Brokers holding shares for a beneficial owner that have not received voting instructions with respect to the ratification of the approval of the appointment of Grant Thornton LLP will have discretionary voting authority with respect to this matter.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR PROPOSAL 2.

Independent Registered Public Accounting Firm’s Fees

The following table sets forth the fees billed by Grant Thornton LLP, our independent registered public accounting firm, for audit and non-audit services rendered to us in 2022 and 2021. These fees are categorized as audit fees, audit-related fees, tax fees and all other fees. The nature of the services provided in each category is described following the table.

(1)The fees billed or incurred by Grant Thornton LLP for professional services in 2022 and 2021 include the review of our quarterly financial statements included in our quarterly reports on Form 10-Q for the quarters ended March 31, June 30, and September 30; the audit of our annual financial statements included in our Annual Reports on Form 10-K for the years ended December 31, 2022 and December 31, 2021; subsidiary audits and the review of and issuance of consents for our registration statements.

(2)In 2022 and 2021, fees billed or incurred by Grant Thornton LLP were for professional services rendered in connection global tax consulting and foreign tax returns, including the reorganization of our foreign subsidiaries.

All fees described above were pre-approved by the audit committee in accordance with applicable SEC requirements.

Pre-Approval Policies and Procedures of the Audit Committee

The audit committee’s policy is to pre-approve all audit and permissible non-audit services rendered by Grant Thornton LLP, our independent registered public accounting firm. The audit committee can pre-approve specified services in defined categories of audit services, audit-related services, and tax services up to specified amounts, as part of the audit committee’s approval of the scope of the engagement of Grant Thornton LLP or on an individual case-by-case basis before Grant Thornton LLP is engaged to provide a service. The audit committee has determined that the rendering of tax-related services by Grant Thornton LLP in 2022 is compatible with maintaining the principal accountant’s independence for audit purposes. Grant Thornton LLP has not been engaged to perform any non-audit services other than tax-related services.

AUDIT COMMITTEE REPORT

The audit committee has reviewed and discussed with management our audited consolidated financial statements and “Management’s Report on Internal Control over Financial Reporting” in Item 9A included in the Annual Report.

The audit committee also discussed with Grant Thornton LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”). The audit committee received the written disclosures and the letter from Grant Thornton LLP required by applicable requirements of the PCAOB regarding Grant Thornton LLP’s communication with the audit committee concerning independence and has discussed with Grant Thornton LLP their independence. The audit committee considered with Grant Thornton LLP whether the non-audit services that Grant Thornton LLP provided to us during 2022 were compatible with their independence.

Based upon the review and discussions described above, the audit committee recommended to the Board that the audited consolidated financial statements be included in the Annual Report for filing with the SEC. We have selected Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2023 and have approved submitting the selection of the independent registered public accounting firm for ratification by the stockholders.

Submitted by the Audit Committee of the Board:

The material in this Audit Committee Report shall not be deemed to be “soliciting material” or “filed” with the SEC. This Audit Committee Report shall not be deemed incorporated by reference into any of our other filings under the Exchange Act or the Securities Act of 1933, as amended, except to the extent we specifically incorporate it by reference into such filing.

Submitted by the following members of the audit committee:

Peter J. Pizzo, III (Chair)

John Snisarenko

Michael Kaseta

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Overview

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of June , 2023 for:

The table below is based upon information supplied by officers, directors and principal stockholders and Schedule 13Gs and 13Ds filed with the SEC through June , 2023.

The percentage ownership is based upon                            shares of common stock outstanding as of June , 2023. For purposes of the table below, we deem shares of common stock subject to options and warrants that are currently exercisable or exercisable within sixty (60) days of June , 2023 to be outstanding and to be beneficially owned by the person holding the options and warrants for the purpose of computing the percentage ownership of that person, but we do not treat them as outstanding for the purpose of computing the percentage ownership of any other person. Except as otherwise noted, the persons or entities in this table have sole voting and investing power with respect to all of the shares of common stock beneficially owned by them, subject to community property laws, where applicable. Certain stockholders listed in the table also hold shares of our Series B Preferred, which are not convertible into shares of our common stock or entitled to voting rights until such time as our stockholders approve Proposal 6 or a similar proposal (such approval, “Stockholder Approval”), as described in the relevant footnotes to the table below.

CERTAIN RELATIONSHIPS AND RELATED PERSONS TRANSACTIONS

In addition to the compensation arrangements with our directors and executive officers described elsewhere in this proxy statement, the following is a description of each transaction since January 1, 2021 and each currently proposed transaction in which:

Employment Agreements

We have entered into employment agreements with our named executive officers. For more information regarding these agreements, see the section entitled “Employment Agreements with Our Named Executive Officers.”

Equity Grants and Awards to Executive Officers and Directors

We have granted equity to our executive officers and certain of our directors as more fully described in the section entitled “Executive Compensation” and “Director Compensation.”

Series B Convertible Preferred Stock Financing

On March 24, 2023, we entered into a Securities Purchase Agreement (the “Original Purchase Agreement”) with entities affiliated with Caligan Partners LP (together with their respective affiliates, collectively, “Caligan”) and Velan Capital Master Fund LP (together with its respective affiliates, collectively, “Velan”) for the sale of up to 27,000 shares of our Series B Preferred and warrants (the “Warrants”) to purchase up to 5,714,286 shares of our common stock in two tranches. On March 24, 2023, we issued and sold an aggregate of 12,000 shares of Series B Preferred at a per-share purchase price of $1,000 (the “Stated Value”) and the Warrants for aggregate gross proceeds of $12.0 million (the “Tranche 1 Closing”). The proceeds from the Tranche 1 Closing will be used to fund development and commercialization of our existing and pipeline drugs, maintenance of our credit facility and corporate purposes substantially related to the commercialization of our existing and pipeline drugs, as well as the Repurchase (as defined below).

Pursuant to the Original Purchase Agreement, (i) Caligan purchased 6,000 shares of Series B Preferred and warrants to purchase 2,847,143 shares of our common stock for a total purchase price of $6.0 million and (ii) Velan purchased 6,000 shares of Series B Preferred and warrants to purchase 2,847,143 shares of our common stock for a total purchase price of $6.0 million.

On May 17, 2023, we entered into a Joinder and Amendment to Securities Purchase Agreement (the Original Purchase Agreement, as amended by the Joinder and Amendment to Securities Purchase Agreement, the “Purchase Agreement”) with Caligan, Velan and other purchasers identified on the signature pages thereto. On May 17, 2023 (the “Tranche 2 Closing Date”), we issued and sold an aggregate of 66,617 shares of Series B Preferred at a per-share purchase price equal to the Stated Value and 1,401,901 shares of common stock at a per-share purchase price equal to $1.70 for aggregate gross proceeds of $69.0 million. Further, the number of shares of common stock issuable upon exercise of the Warrants was reduced from 5,714,286 to 1,600,000. The proceeds from the Tranche 2 Closing were used to fund a portion of the upfront cash payment due upon our acquisition of the exclusive U.S. commercialization rights for YUTIQ for the treatment of chronic non-infectious uveitis affecting the posterior segment of the eye from EyePoint Pharmaceuticals, Inc. on May 17, 2023.

Pursuant to the Purchase Agreement, Caligan and Velan each have certain participation rights in our future financings, and also each have the right to designate a member of our Board so long as such affiliated investors beneficially hold 50% or more of the shares of common stock (calculated on an as-converted basis) it acquired pursuant to the Purchase Agreement. In addition, in accordance with the Purchase Agreement, on May 17, 2023, each of Caligan and Velan entered into a support agreement with us, pursuant to which each of Caligan and Velan agreed to customary provisions requiring them to appear in person or by proxy at any meeting of stockholders held to amend our 2019 Omnibus Incentive Plan or to create a new 2023 Plan and to vote their shares of common stock in favor of the approval of any such proposals.

Each of Caligan and Velan received the right to designate a director to our Board upon the Tranche 1 Closing. Velan received the right to designate one additional director for election to our Board upon the Tranche 2 Closing. Caligan received the right to have an additional Board observer seat upon the Tranche 2 Closing, which will convert into a right to designate one additional director for election to the Board upon Stockholder Approval (as defined below). Additionally, so long as (i) Caligan or (ii) Velan beneficially holds 50% or more of the shares of common stock that such investor and its affiliates acquired pursuant to the Purchase Agreement (calculated on as-converted basis based on the applicable conversion price), such investor and its affiliates shall have the right to designate a director for election to the Board, provided that if any such investor’s ownership position in Alimera is materially reduced, whether through sales by such investor or additional issuances by Alimera, such right shall be concomitantly reduced in any year if required by applicable Nasdaq listing rules.

We are soliciting the approval of our stockholders at the Annual Meeting to approve the issuance of common stock upon conversion of the Series B Preferred and exercise of the Warrants in excess of the applicable conversion and exercise limitations (“Stockholder Approval”). For more information about the terms of the Series B Preferred and the Warrants, see “Proposal 6 - the Preferred Stock Conversion and Warrant Exercise Proposal”.  

Repurchase of Series A Convertible Preferred Stock

As a condition to closing the transactions contemplated by the Original Purchase Agreement, we repurchased all 200,919 shares of common stock and 600,000 shares of Series A Convertible Preferred Stock held by entities affiliated with Palo Alto Investors LP (the “Repurchase”), for an aggregate purchase price of approximately $1.25 million.

EXECUTIVE OFFICERS

The following table provides the name, age and position of each of our executive officers as of the record date. Certain biographical information for each executive officer follows the table.

Richard S. Eiswirth, Jr. - For biographical information about Mr. Eiswirth, see “- Directors” above.

Russell L. Skibsted has served as our Senior Vice President and Chief Financial Officer since January 2023. Prior to his appointment as our Chief Financial Officer and Senior Vice President,  Mr. Skibsted served as Chief Financial Officer and Chief Business Officer of Rockwell Medical, Inc., a commercial healthcare company focused on providing life-sustaining products for patients suffering from blood disorders and diseases associated with the kidney, from September 2020 until November 2022. Previously, Mr. Skibsted served as Chief Financial Officer of AgeX Therapeutics, Inc., a publicly-traded biotechnology company focused on cell therapy targeting the diseases of aging that was spun out of BioTime, Inc. (currently Lineage Cell Therapeutics, Inc.), from July 2017 to May 2020. Prior to that, he served as Chief Financial Officer of BioTime, Inc., a clinical-stage biotechnology company, from November 2015 to January 2019, where he simultaneously, from time to time, performed the role of Chief Financial Officer for several of BioTime’s public and private subsidiaries, including AgeX Therapeutics, OncoCyte Corporation, a publicly-traded developer of novel, non-invasive tests for the early detection of cancer and a former subsidiary of BioTime, Inc., from November 2015 until November 2017, and Asterias Biotherapeutics, Inc., a biotechnology company pioneering the field of regenerative medicine with clinical programs in spinal cord injury and oncology immunotherapy and a former subsidiary of BioTime, Inc., from March 2016 until November 2016. Mr. Skibsted holds a B.A. in Economics from Claremont McKenna College and an MBA from the Stanford Graduate School of Business.

David Holland is one of our co-founders and has served as our Chief Marketing Officer, Senior Vice President Corporate Communications and Managed Markets since January 2019. Prior to that, Mr. Holland served as the Vice President of Marketing from our inception in 2003 through August 2010, when he was appointed the Senior Vice President of Sales and Marketing, a position he held until January 2019. Prior to co-founding Alimera, Mr. Holland served as the Vice President of Marketing of Novartis Ophthalmics from 1998 to 2003. In 1997, Mr. Holland served as Global Head of the Lens Business at CIBA Vision and in 1996, Global Head of the Lens Care Business of CIBA Vision. From 1992 to 1995, Mr. Holland served as the Director of Marketing for CIBA Vision Ophthalmics. From 1989 to 1991, Mr. Holland served as New Products Manager for CIBA Vision. From 1985 to 1989, Mr. Holland served as a Brand Assistant and Assistant Brand Manager of Procter and Gamble. Mr. Holland holds an A.B. in Politics from Princeton University.

Philip Ashman, Ph.D. has served as Chief Operating Officer and Senior Vice President Commercial Operations Europe since January 2019. Previously, Dr. Ashman served as the Senior Vice President, Managing Director Europe since January 2013. Prior to joining us, Dr. Ashman held a number of leadership roles at Bayer from 2006 to 2012, including being responsible for leadership of the market access strategy in the U.K. for Bayer, covering all therapy areas including ophthalmology. Prior to this, Dr. Ashman served as Vice President Global Marketing Oncology at Bayer and also as Vice President Regional Business Unit Head (Europe) Oncology, responsible for the delivery of oncology sales and profitability targets in Europe, Canada, the Middle East and Africa. Before 2006, Dr. Ashman held UK-based business leadership positions in AstraZeneca and Sanofi. Dr. Ashman holds a doctorate in biochemistry from the University of London: Royal Holloway and Bedford, U.K., and a Bachelor of Science degree in biochemistry from the University College London, U.K.

Election of Officers

Our executive officers are currently elected by the Board on an annual basis and serve until their successors are duly elected and qualified, or until their earlier resignation or removal. There are no family relationships among any of our directors or executive officers.

EXECUTIVE COMPENSATION

As a “smaller reporting company”, we are not required to include a Compensation Discussion and Analysis section in this proxy statement and have elected to comply with the reduced disclosure requirements applicable to smaller reporting companies.

Compensation Objectives and Overview

As a pharmaceutical company, we operate in an extremely competitive, rapidly changing and heavily regulated industry. We believe that the skill, talent, judgment and dedication of our executive officers and other key employees are critical factors affecting our long-term stockholder value. Therefore, our goal is to maintain a compensation program that will fairly compensate our executive officers, attract and retain highly qualified executive officers, motivate the performance of our executive officers towards and reward the achievement of clearly defined corporate goals, and align our executive officers’ long-term interests with those of our stockholders. We believe that for life science companies, stock-based compensation is a significant motivator in attracting employees, and while base salary and the potential for cash bonuses must be at competitive levels, performance is most significantly affected by appropriately relating the potential for creating stockholder value to an individual’s compensation potential through the use of equity awards.

2022 Summary Compensation Table

The following table provides information concerning the compensation paid to our Chief Executive Officer and our next two most highly compensated executive officers for our year ended December 31, 2022. We refer to these individuals as our named executive officers.

(1)Dr. Ashman was paid an annual salary of £288,000 in 2022 and £273,000 in 2021, which for purposes of this presentation were converted to U.S. Dollars at the average exchange rate for the twelve months ended (a) December 31, 2022 of 1.2367 U.S. Dollars per British Pound Sterling, and (b) December 31, 2021 of 1.3754 U.S. Dollars per British Pound Sterling.

(2) Our compensation committee determined to award no cash bonuses our named executive officers for the year ended December 31, 2022.

(3)The amounts reported in this column represent the aggregate grant date fair value of awards of shares of restricted stock, computed in accordance with the FASB ASC Topic 718. See Note 15 of the Notes to the Consolidated Financial Statements in the Annual Report for a discussion of our assumptions in determining the ASC 718 values of the restricted stock awards.

(4)The material terms of the restricted stock awards granted in 2022 are as follows:

(a)Vest in four equal annual installments beginning January 4, 2023, so long as the officer’s service as an employee of the Company is continuous from the grant date through the applicable anniversary thereof.

(5)The amounts reported in this column represent the aggregate grant date fair value of options awarded computed in accordance with FASB ASC Topic 718. See Note 15 of the Notes to the Consolidated Financial Statements in the Annual Report for a discussion of our assumptions in determining the ASC 718 values of our option awards.

(6)The material terms of the stock options granted in 2022 are described in the following table. Unless otherwise noted, each option vests in 48 equal monthly installments over a four-year period beginning on the initial vesting date.

(7)All Other Compensation includes:

(a)for Mr. Eiswirth, the 2022 amount was composed of 401(k) matching contributions for his benefit, short-term and long-term disability gross-ups paid on his behalf and long-term disability premium payments for his benefit;

(b)for Mr. Holland, the 2022 amount was composed of 401(k) matching contributions for his benefit and short-term and long-term disability gross-ups paid on his behalf; and

(c)for Dr. Ashman, the 2022 amount was composed of contributions to a private pension of $21,370 and payments of $12,318 for the use of his own car.

Narrative Explanation of Certain Aspects of the Summary Compensation Table

Overview

The compensation paid to Mr. Eiswirth, Mr. Holland and Dr. Ashman in 2022 consisted of the following components:

base salary;

cash bonuses; and

long-term incentive compensation in the form of stock options and grants of restricted stock that vest over four years.

Employment Agreements with Our Named Executive Officers

We have entered into amended and restated employment agreements (each, an Employment Agreement) with two of our named executive officers, Mr. Eiswirth and Mr. Holland. These Employment Agreements are based on the same form and are described below. We have also entered into an Employment Contract with Dr. Ashman (the Ashman Employment Contract), who resides in the U.K., using a form suitable for that jurisdiction, as well as a Change in Control Severance Agreement. The Ashman Employment Contract and the Change in Control Severance Agreement are described below.

The Employment Agreements provide for a starting base salary that may be reviewed and increased from time to time at the discretion of the compensation committee, which has exercised this discretion, including in setting the salaries of Mr. Eiswirth and Mr. Holland for 2022. The Employment Agreements also require us to pay an annual bonus for each year to the executive officer no later than 2 ½ months after the end of that year in the amount, and subject to the terms and conditions of, our cash incentive plan applicable to executive officers. Mr. Eiswirth’s target annual bonus amount shall not be reduced to an amount below 55% of his then-current base salary, and Mr. Holland’s target annual bonus amount shall not be reduced to an amount below 40% of his then-current base salary. Each of Mr. Eiswirth and Mr. Holland is eligible to receive and has received equity awards at the discretion of the compensation committee.

The Ashman Employment Contract (a) provides for a base annual salary that the compensation committee reviews annually and may or may not increase from time to time, at its discretion, and (b) states that he is eligible to receive a discretionary annual bonus with a target of 40% of base salary, subject to such conditions as we may determine. Dr. Ashman has also received equity awards at the discretion of the compensation committee.

Each of the Employment Agreements provides that the applicable named executive officer’s employment with us is “at will,” and the Ashman Employment Contract includes language to that effect.

The named executive officers are entitled to receive all other benefits generally available to our executive officers in the U.S., with Dr. Ashman receiving similar benefits in the U.K. The Employment Agreements with Mr. Eiswirth and Mr. Holland, and the Change in Control Severance Agreement of Dr. Ashman, also provide certain severance and change in control-related benefits to them, including cash severance and vesting acceleration upon the occurrence of certain defined events. Dr. Ashman also receives certain severance benefits as described below. Additional information regarding these agreements is included below.

Base Salaries and Bonuses

For the year ended December 31, 2022, the annual base salaries, target bonuses and cash bonuses actually paid to our named executive officers were as follows:

 (1) The target bonuses as a percentage of base salary were 60% for Mr. Eiswirth; 40% for Mr. Holland; and 45% for Dr. Ashman.

(2) Our compensation committee determined to award no cash bonuses to our named executive officers for the year ended December 31, 2022.

Long-Term Incentive Compensation - Stock Options and Restricted Stock

We use equity awards for our long-term equity compensation to ensure that our executive officers have a continuing stake in our long-term success. Our long-term incentive awards have primarily been in the form of options to purchase our common

stock and restricted stock awards. In January 2022, the compensation committee determined with respect to equity compensation for 2022 that it would be appropriate for approximately 75% of each equity award to be in the form of stock options and 25% to be in the form of restricted stock.

Generally, to align the executive’s interests with those of our stockholders, we make a significant stock option grant to an executive officer at the first regularly scheduled meeting of the compensation committee after the officer commences employment. Typically, both our initial stock option grants to new executive officers and our stock option grants to continuing executive officers vest in 1/48th increments monthly over four years, so long as the officer’s service as our employee is continuous from the grant date through the applicable vesting date. We believe that the resulting overlapping vesting schedule from option awards made in prior years, together with the number of shares subject to each award, helps ensure a meaningful incentive to remain in our employment and to enhance stockholder value over time. In addition to the options to purchase common stock, we also grant our executive officers restricted stock which that vest in four equal annual installments beginning on the first anniversary of the date of grant, so long as the officer’s service as our employee is continuous from the grant date through the applicable vesting date. We believe that these grants of restricted stock, like our option grants, provide a meaningful incentive for the officer to remain in our employment and enhance stockholder value over time.

For information regarding the vesting and acceleration provisions applicable to the options held by our named executive officers, please see “Severance and Change in Control Benefits for Mr. Eiswirth, Mr. Holland and Dr. Ashman” below.

On January 4, 2022, we granted 75,000 stock options and 25,000 shares of restricted stock to Mr. Eiswirth, 26,250 stock options and 8,750 shares of restricted stock to Mr. Holland and 45,000 stock options and 15,000 shares of restricted stock to Dr. Ashman. The exercise price for each stock option is $4.96 per share, the closing price of our common stock on the Nasdaq Global Market on January 4, 2022, and these awards vest as described above.

Outstanding Equity Awards as of December 31, 2022

The following table sets forth information regarding the stock options and restricted stock held by each of our named executive officers as of December 31, 2022. The vesting provisions applicable to each outstanding option and restricted share is described in the footnotes to the following table. For a description of the acceleration of vesting provisions applicable to the equity-based awards held by our named executive officers, please see the section titled “Severance and Change in Control Benefits for Mr. Eiswirth, Mr. Holland and Dr. Ashman” below.

(1) Unless a footnote indicates otherwise, the award was fully vested at December 31, 2022.

(2)Computed in accordance with SEC rules as the number of unvested shares multiplied by the closing market price of our common stock on December 30, 2022, which was $2.71. The actual value (if any) to be realized by the officer depends on whether the shares vest and the future performance of our common stock.

(3)  Vests in 48 equal monthly installments over a four-year period beginning on the initial vesting date.

(4)    Vest in four equal annual installments beginning January 7, 2022, so long as the officer’s service as an employee of the Company is continuous from the grant date through the applicable anniversary thereof.

(5)    Vest in four equal annual installments beginning January 4, 2023, so long as the officer’s service as an employee of the Company is continuous from the grant date through the applicable anniversary thereof.

Severance and Change in Control Benefits for Mr. Eiswirth, Mr. Holland and Dr. Ashman

The Employment Agreements of Mr. Eiswirth and Mr. Holland, and the Change in Control Severance Agreement of Dr. Ashman, provide certain severance and change in control benefits as described below. Under each heading below, we describe the terms of the agreements that were in effect during 2022.

Acceleration Provisions for Unvested Options and Shares of Restricted Stock in Event of Change in Control

Each agreement includes acceleration provisions for unvested options and shares of restricted stock (“restricted shares”) in the event of a change in control. (Although we currently have no outstanding restricted stock units, or RSUs, they would be treated in a similar manner to that described in this paragraph.) Under these provisions, if a change in control occurs, each officer will receive 12 months of additional vesting for any stock options and restricted shares that are outstanding and unvested as of the date of such transaction. In addition, the officer’s unvested stock options and restricted shares will vest in full if (a) Alimera is subject to a change in control before the officer’s employment with us terminates and (b) within 12 months after the change in control, we terminate the officer’s employment with us without cause or the officer terminates his employment for good reason. Further, if we are a party to a merger or consolidation, the officer’s unvested stock options and restricted shares will vest in full unless the agreement evidencing the merger or consolidation provides for one or more of the following: (a) the continuation of the officer’s stock options and restricted shares by Alimera if Alimera is the surviving corporation; (b) the assumption of the officer’s stock options and restricted shares by the surviving corporation or its parent; (c) the substitution by the surviving corporation of its parent of new stock options and restricted shares for the officer’s existing stock options and restricted shares; (d) full exercisability of outstanding stock options and full vesting of the stock underlying the restricted shares, followed by the cancellation of such stock options and restricted shares; or (e) the cancellation of the officer’s outstanding stock options and restricted shares and a payment to the officer equal to the excess of (i) the fair market value of the stock subject to such stock options and restricted shares (whether or not such stock options and restricted shares are then exercisable or vested, as applicable) as of the closing date of such merger or consolidation over (ii) the exercise price (for stock options).

Termination Without Cause/Resignation for Good Reason - Not in Connection with a Change in Control

In addition, each of Mr. Eiswirth’s and Mr. Holland’s Employment Agreements provides that if we terminate the applicable named executive officer’s employment without cause or if he resigns for good reason, either more than three months prior to a change in control or more than 18 months after a change in control, subject to the conditions in the Employment Agreement, the officer will be entitled to:

Termination Without Cause/Resignation for Good Reason in Connection with a Change in Control

For each of Mr. Eiswirth, Mr. Holland and Dr. Ashman, if we terminate the applicable named executive officer’s employment without cause or if he resigns for good reason, either within three months prior to a change in control or within 18 months after a change in control, subject to the conditions in the Employment Agreement, the named executive officer will be entitled to:

Severance Benefits for Dr. Ashman Not in Connection with a Change in Control

First, either Dr. Ashman or Alimera may terminate the Ashman Employment Contract upon giving six months written notice. In that event, we are obligated to pay Dr. Ashman his salary and provide all other benefits arising under the Ashman Employment Contract during the six-month period, including bonus or other performance-related benefits. In addition, if we

terminate the Ashman Employment Contract for reasons other than gross misconduct, or Dr. Ashman resigns from his employment after we have constructively dismissed him from employment, we are obligated to pay an additional sum representing six months’ basic salary, accrued bonus and taxable value of any accrued benefit entitlements within one month following the effective date of termination, subject to deduction of income tax and national insurance contributions. If we dismiss Dr. Ashman for gross misconduct, however, he will not be entitled to any further notice or payment except for the amount that has accrued and is due at the date of termination.

Rationale for Severance and Change in Control Arrangements

Our compensation committee believes that these severance and change in control arrangements mitigate some of the risk that exists for executives working in a smaller company. These arrangements are intended to attract and retain qualified executives who could have other job alternatives that may appear to them to be less risky absent these arrangements. Particularly given the significant acquisition activity in the life science industry, we could be acquired by another company in the future. Accordingly, our compensation committee believes that the larger severance packages resulting from terminations related to change in control transactions, and bonus and vesting packages relating to the change in control itself, will provide an incentive for these executives to help execute such a transaction from its early stages until closing.

Benefits upon Death or Disability

Death of the Officer

The Employment Agreement of each of Mr. Eiswirth and Mr. Holland provides certain benefits if his employment is terminated on account of his death. In that event, we are obligated to pay:

(a)his base salary through the end of the month in which his death occurred,

(b)a cash payment equal to his earned and pro-rated annual bonus through the date of death,

(c)any benefits the officer is entitled to under the terms of any applicable disability plans or other employee benefit plan, and

(d)the premiums for medical insurance coverage for the officer’s dependents under COBRA for 12 months after the date of death or, if earlier, until the officer’s dependents are eligible to be covered under another substantially equivalent medical insurance plan.

In addition, all of Mr. Eiswirth’s remaining unvested equity awards will vest upon his death.

Disability of the Officer

The Employment Agreement of each of Mr. Eiswirth and Mr. Holland provides certain benefits if his employment is terminated on account of his disability. In that event, we are obligated to pay:

(a)his base salary through the end of the month in which the termination occurred,

(b)a cash payment equal to his earned bonus,

(c)any benefits the officer is entitled to under the terms of any applicable disability plans or other employee benefit plan, and

(d)the premiums for medical insurance coverage for the named executive officer and the officer’s dependents under COBRA for 18 months after the date of termination or, if earlier, until the officer is eligible to be covered under another substantially equivalent medical insurance plan by a subsequent employer.

In addition, all of Mr. Eiswirth’s remaining unvested equity awards will vest upon his disability where a “separation from service” as defined in the regulations under Section 409A occurs.

The Ashman Employment Contract does not include provisions regarding benefits if his employment is terminated on account of his death or disability.

Employment Agreement with Our Chief Financial Officer

We entered into an employment agreement with our Chief Financial Officer, Russel L. Skibsted (the Skibsted Agreement), which provides for a starting base salary of $400,000 which may be reviewed and increased from time to time at the discretion of the compensation committee. The Skibsted Agreement requires us to pay an annual bonus for each year to the executive officer no later than 2 ½ months after the end of that year in the amount, and subject to the terms and conditions of, our cash incentive plan applicable to executive officers. Mr. Skibsted’s target annual bonus amount shall not be reduced to an amount below 40% of his then-current base salary. Mr. Skibsted is eligible to receive, and has received, equity awards at the discretion of the compensation committee.

The Skibsted Agreement provides certain severance and change in control benefits as described below. Under each heading below, we describe the terms of the agreements that were in effect during 2022.

Acceleration Provisions for Unvested Options and Shares of Restricted Stock in the Event of a Change in Control

The Skibsted Agreement includes acceleration provisions for unvested options and Restricted Shares in the event of a change in control. Under these provisions, if change in control occurs, Mr. Skibsted will receive 12 months of additional vesting for any stock options and Restricted Shares that are outstanding and unvested as of the date of such transaction. In addition, Mr. Skibsted’s unvested stock options and Restricted Shares will vest in full if (a) Alimera is subject to a change in control before Mr. Skibsted’s employment with Alimera terminates and (b) within 12 months after the change in control, his employment with Alimera is

terminated without cause or he terminates his employment for good reason. Further, if Alimera is a party to a merger or consolidation, Mr. Skibsted’s unvested stock options and Restricted Shares will vest in full unless the agreement evidencing the merger or consolidation provides for one or more of the following: (a) the continuation of his stock options and Restricted Shares by Alimera if Alimera is the surviving corporation; (b) the assumption of his stock options and Restricted Shares by the surviving corporation or its parent; (c) the substitution by the surviving corporation or its parent of new stock options and Restricted Shares for his existing stock options and Restricted Shares; (d) full exercisability of outstanding stock options and full vesting of the Restricted Shares, followed by the cancellation of such stock options and Restricted Shares in the transaction; or (e) the cancellation of Mr. Skibsted’s outstanding stock options and Restricted Shares and a payment to Mr. Skibsted equal to the excess of (i) the fair market value of the stock subject to such stock options and of the Restricted Shares (whether or not such stock options and Restricted Shares are then exercisable or vested, as applicable) as of the closing date of such merger or consolidation over (ii) the exercise price (for stock options).

Termination without Cause/Resignation for Good Reason Not in Connection with a Change in Control

In addition, the Skibsted Agreement provides that if we terminate Mr. Skibsted’s employment without cause or if he resigns for good reason, either more than three months prior to a change in control or more than 18 months after a change in control, subject to the conditions in the Skibsted Agreement, Mr. Skibsted will be entitled to:

Termination without Cause/Resignation for Good Reason in Connection with a Change in Control

The Skibsted Agreement provides that if we terminate Mr. Skibsted’s employment without cause or if he resigns for good reason, either within three months prior to a change in control or within 18 months after a change in control, subject to the conditions in the Skibsted Agreement, Mr. Skibsted will be entitled to:

Death

The Skibsted Agreement provides certain benefits if Mr. Skibsted’s employment is terminated on account of his death. In that event, the Company is obligated to pay:

(a)his base salary through the end of the month in which his death occurred,

(b)a cash payment equal to his Earned Bonus through the date of death,

(c)any benefits he is entitled to under the terms of any applicable disability plans or other employee benefit plan, and

(d)the premiums for medical insurance coverage for his dependents under COBRA for 12 months after the date of death or, if earlier, until his dependents are eligible to be covered under another substantially equivalent medical insurance plan.

In addition, all of Mr. Skibsted’s remaining unvested equity awards will vest upon his death.

Disability

The Skibsted Agreement provides certain benefits if Mr. Skibsted’s employment is terminated on account of his disability. In that event, the Company is obligated to pay:

(a)his base salary through the end of the month in which the termination occurred,

(b)a cash payment equal to his Earned Bonus,

(c)any benefits he is entitled to under the terms of any applicable disability plans or other employee benefit plan, and

(d)the premiums for medical insurance coverage for him and his dependents under COBRA for 18 months after the date of termination or, if earlier, until he is eligible to be covered under another substantially equivalent medical insurance plan by a subsequent employer.

In addition, all of Mr. Skibsted’s remaining unvested equity awards will vest upon his disability.

Other Benefits

Mr. Eiswirth and Mr. Holland are eligible to participate in all of our employee benefit plans, such as medical, dental, vision, group life, disability and accidental death and dismemberment insurance, our employee stock purchase plan and our 401(k) plan, in each case on the same basis as other U.S.-based employees, subject to applicable law. We also provide vacation

and other paid holidays to all employees, including our executive officers, which are comparable to those provided at peer companies.

Dr. Ashman is eligible to participate in all of our employee benefit plans available to our employees in the U.K., and we contributed $21,370 to a private pension for Dr. Ashman in 2022. In addition, we pay Dr. Ashman a car allowance for use of his own car. That allowance was $12,318 in 2022.

At this time, we do not provide special benefits or other perquisites to our executive officers other than the car allowance to Dr. Ashman.

Policies Regarding Recovery of Awards

Our compensation committee has not adopted a policy that requires us to make retroactive adjustments to any cash or equity-based incentive compensation paid to executive officers (or others) where the payment was predicated upon the achievement of financial results that were subsequently the subject of a restatement. However, we expect to implement a clawback policy in accordance with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) prior to the date required by Nasdaq listing rules, which is currently expected to be in August 2023.  

Policies on Ownership, Insider Trading, Hedging, 10b5-1 Plans and Pledging

We do not have formal stock ownership guidelines for our executive officers, because the compensation committee is satisfied that stock and option holdings among our executive officers provide motivation and align this group’s interests with those of our stockholders.

Our securities trading policy prohibits our Board members, officers, employees and consultants from engaging in (a) transactions involving options on our securities, such as puts, calls and other derivative securities, whether on an exchange or in any other market, and (b) hedging transactions, such as collars and forward sale contracts.

Our executive officers may enter into trading plans established according to Section 10b5-1 of the Exchange Act with an independent broker-dealer (“broker”), although as of the date of this Proxy Statement, none of our executive officers had a trading plan in effect. These plans may include specific instructions for the broker to exercise vested options and sell Alimera stock on behalf of the executive officer at certain dates, if our stock price is above a specified level or both. Under these plans, the executive officer no longer has control over the decision to exercise and sell the securities in the plan, unless he or she amends or terminates the trading plan during an open trading window. The purpose of these plans is to enable executive officers to recognize the value of their compensation and diversify their holdings of our stock during periods in which the executive officer may be unable to sell our common stock because material information about us had not been publicly released.

Our securities trading policy requires our Board members, officers, employees and consultants to exercise extreme caution in holding Company securities in a margin account or pledging Company securities as collateral for a loan.

Stockholder Advisory Vote on Executive Compensation

At our 2022 annual meeting of stockholders, approximately 99% of the shares voted were in favor of the compensation paid to our named executive officers as disclosed in the proxy statement for the 2022 annual meeting of stockholders. The compensation committee considers this vote to be an endorsement of our compensation philosophy and practices, including our balance between cash and equity compensation and, in light of this, did not implement any significant changes to our executive compensation program as a result of the vote. Both our compensation committee and the Board intend to periodically reevaluate our executive compensation philosophy and practices in light of our performance, needs and developments, including the outcome of future non-binding advisory votes by our stockholders.

PAY VERSUS PERFORMANCE

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation and certain financial performance of our Company. The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how we or our compensation committee view the link between our performance and our named executive officers’ pay.

Pay Versus Performance Table

The table below presents information on the compensation of our chief executive officer and our other named executive officers in comparison to certain performance metrics for 2022 and 2021. The metrics are not those that our compensation committee uses when setting executive compensation. The use of the term “compensation actually paid” is required by the SEC’s rules. Neither “compensation actually paid” nor the total amount reported in the Summary Compensation Table reflect the amount of compensation actually earned, paid or received during the applicable year. Per SEC rules, “compensation actually paid” was calculated by adjusting the Summary Compensation Table Total values for the applicable year as described in the footnotes to the table.