SEC Filing | EyePoint Pharmaceuticals

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PRE 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

(RULE 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant x Filed by a Party other than the Registrant ¨

Check the appropriate box:

x	Preliminary Proxy Statement.

¨	Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)).

¨	Definitive Proxy Statement.

¨	Definitive Additional Materials.

¨	Soliciting Material Pursuant to §240.14a-12.

pSivida Corp.

(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):

x	No fee required.

¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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Date Filed:

480 Pleasant Street

Watertown, MA 02472

United States

October 24, 2014

Dear Fellow Stockholders,

It is our pleasure to invite you to this year’s Annual Meeting, which will be held on December 11, 2014 at 10:00 a.m. (US EST), at the Waltham Westin Hotel, Cambridge Room, 70 Third Avenue, Waltham, Massachusetts 02451.

The proxy statement accompanying this letter describes the business that we will consider at the meeting and provides voting instructions. Your vote is important.

We hope that you are able to attend this year’s Annual Meeting.

Yours sincerely,



Dr. David J. Mazzo		Dr. Paul Ashton
Chairman		President and Chief Executive Officer

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

December 11, 2014


Date:		Thursday, December 11, 2014 (Waltham, Massachusetts)

Time:		10:00 a.m. (US EST)

Place:		Waltham Westin Hotel, Cambridge Room, 70 Third Avenue, Waltham, Massachusetts 02451

Purpose of the Meeting

The purpose of the meeting is to consider and act upon the following:

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election of six directors

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approval of stock option grant to the chief executive officer

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approval of stock option grants to the non-executive directors

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ratification of issuances of common stock (i) to funds affiliated with RA Capital in a March 2014 registered direct offering and (ii) under our “at-the-market,” or ATM facility

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advisory vote on executive compensation (the “say-on-pay” vote)

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ratification of appointment of the independent registered public accounting firm

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any other business properly brought before the meeting

Who May Vote at the Meeting

Stockholders of record at the close of business on October 21, 2014 (US EDT) are entitled to notice of, and to vote at, the 2014 Annual Meeting of Stockholders and any adjournments. A list of stockholders as of the record date will be available for stockholder inspection at the Annual Meeting of Stockholders and at our executive offices during normal business hours from November 27, 2014 to the date of the 2014 Annual Meeting.

Holders of record of CHESS Depositary Interests at the close of business on October 21, 2014 (US EDT) also are entitled to notice of the 2014 Annual Meeting of Stockholders and any adjournments. Such holders may instruct CHESS Depositary Nominees Pty Limited, the record holder of the common stock underlying the CHESS Depositary Interests, to vote on their behalf in accordance with the voting procedures set forth in the proxy statement.

By Order of the Board of Directors

Lori Freedman

Secretary

October 24, 2014

Watertown, Massachusetts

TABLE OF CONTENTS


PROXY STATEMENT			1

VOTING INSTRUCTIONS			1

PROPOSAL 1: ELECTION OF DIRECTORS			3

BOARD OF DIRECTORS			6

CORPORATE GOVERNANCE			9

EXECUTIVE COMPENSATION			13

PROPOSAL 2: APPROVAL OF OPTION GRANT TO CEO			29

PROPOSAL 3: APPROVAL OF OPTION GRANTS TO THE NON-EXECUTIVE DIRECTORS			30

PROPOSAL 4: RATIFICATION OF ISSUANCE OF COMMON STOCK			31

PROPOSAL 5: ADVISORY VOTE ON EXECUTIVE COMPENSATION (THE “SAY-ON-PAY” VOTE)			33

PROPOSAL 6: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			34

INFORMATION ABOUT STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS			35

ADDITIONAL INFORMATION			35

DIRECTIONS TO ANNUAL MEETING			36

PROXY STATEMENT

The Board of Directors of pSivida Corp. is soliciting your proxy for the 2014 Annual Meeting of Stockholders, or Annual Meeting.

The record date for the Annual Meeting is October 21, 2014 (US EDT). Each stockholder of record at the close of business on the record date is entitled to notice of, and to vote at, the Annual Meeting and any adjournments. Each of the [29,347,595] shares of common stock outstanding on the record date is entitled to one vote. The presence in person or by proxy of one third of the shares of common stock outstanding is required for a quorum for the meeting.

Each holder of record of CHESS Depositary Interests (CDIs) at the close of business on the record date also is entitled to notice of the Annual Meeting and any adjournments, and may instruct CHESS Depositary Nominees Pty Limited (CDN), the record holder of the common stock underlying our CDIs, to vote on its behalf by following the instructions set forth below. Each CDI represents one share of our common stock.

This proxy statement and the accompanying proxy card were first mailed to stockholders on or about the date of the notice of meeting. Throughout this proxy statement, references to “$” are to U.S. dollars and references to “we”, “pSivida” and the “Company” refer to pSivida Corp.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on December 11, 2014: This proxy statement and the Annual Report for our fiscal year ended June 30, 2014 are available on the following websites: www.edocumentview.com/PSDV for street holders and www.envisionreports.com/PSDV for registered holders.

VOTING INSTRUCTIONS

Voting Process for Stockholders

Stockholders may vote their shares by proxy in any of the following three ways:

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By Internet: You may vote by Internet 24 hours a day through 1:00 a.m., December 11, 2014 (US EST) by following the instructions that are included on your enclosed proxy card. If you vote by Internet, you do not need to return your proxy card.

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By Telephone: You may vote by telephone 24 hours a day through 1:00 a.m., December 11, 2014 (US EST) by following the instructions that are included on your enclosed proxy card. If you vote by telephone, you do not need to return your proxy card.

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By Mail: You may vote by signing and returning the enclosed proxy card as indicated.

You may revoke your proxy at any time before it is voted by properly executing and delivering a later-dated proxy card, by later voting by Internet or telephone, by delivering a written revocation to the Company Secretary or by attending the Annual Meeting, requesting a return of your proxy and voting in person.

Although we encourage stockholders to vote by Internet, telephone or mail, whether or not they attend the Annual Meeting, stockholders also may vote by attending, and voting in person at, the Annual Meeting.

Voting Process for CDI Holders

CDI holders may vote the shares underlying their CDIs only by their written instructions to CDN. CDI holders should complete, sign and return the CDI Voting Instruction Form.

Computershare will collect and process voting instructions from CDI holders. Computershare must receive the CDI Voting Instruction Form, completed and returned in accordance with the instructions provided on the form, by no later than 1:00 p.m. December 9, 2014 (AWST).

A CDI holder may revoke a CDI Voting Instruction Form by delivering to Computershare, no later than 1:00 p.m. December 9, 2014 (AWST), a new CDI Voting Instruction Form or a written notice of revocation, in either case bearing a later date than the CDI Voting Instruction Form previously sent.

CDI holders may attend the Annual Meeting, but cannot vote in person at the Annual Meeting.

PROPOSAL 1: ELECTION OF DIRECTORS

The individuals listed below have been nominated and are standing for election at the Annual Meeting. Each nominee, if elected, will hold office until our 2015 Annual Meeting and his successor is duly elected and qualified, or until he sooner dies, resigns, is removed or becomes disqualified. Each nominee other than James Barry is a current director elected by our stockholders. Mr. Barry was elected as director by the board of directors in September 2014. We do not anticipate that any nominee will become unavailable to serve.

The Board recommends that you vote FOR the election of each of the nominees as directors.

David J. Mazzo, 57

Director since 2005, Chairman of the Board and Chairman of the Compensation Committee

Dr. Mazzo is President and Chief Executive Officer, and a director, of Regado Biosciences, Inc., a company pioneering the development of antithrombotic aptamers with active control agents, a position that he has held since August 2008. From April 2007 to April 2008, Dr. Mazzo served as the President and Chief Executive Officer, and as a director, of AEterna Zentaris, Inc., a biopharmaceutical company. From April 2003 to March 2007, Dr. Mazzo served as President and Chief Executive Officer, and a director of Chugai Pharma USA, the U.S. affiliate of Chugai, a Japanese pharmaceutical company and a member of the Roche Group. Dr. Mazzo previously held management positions in several international pharmaceutical companies, including serving as Senior Vice President, Global Development Operations at the Schering-Plough Research Institute and as Senior Vice President and Global Head Pharmaceutical Development at Hoechst Marion Roussel. Dr. Mazzo holds a B.A. degree in Honors (Interdisciplinary Humanities) and a B.S. degree in Chemistry from Villanova University, as well as an M.S. degree in Chemistry and a Ph.D. degree in Analytical Chemistry from the University of Massachusetts (Amherst). He further complemented his American education as a Research Fellow at the Ecole Polytechnique Fédérale de Lausanne, Switzerland. Dr. Mazzo is also a director of AVANIR Pharmaceuticals. Dr. Mazzo’s extensive experience as an executive officer and director in the life sciences industry, his understanding of the strategic and regulatory environment in which pSivida conducts its business, his lengthy track record in global product development, his PhD in analytical chemistry and his broad scientific and managerial background provide him expertise in the oversight of companies in this sector and the ability to guide such companies through varying operating climates.

Paul Ashton, 53

Director since 2005, President and Chief Executive Officer

Dr. Ashton has been our President and Chief Executive Officer since January 2009, our Managing Director from January 2007 to January 2009 and our Executive Director of Strategy from December 2005 to January 2007. From 1996 until its acquisition by pSivida in December 2005, Dr. Ashton was the President and Chief Executive Officer of Control Delivery Systems, Inc. (CDS), a drug delivery company that he co-founded in 1991 and that developed our Durasert™ technology system. Dr. Ashton previously was a joint faculty member in the Departments of Ophthalmology and Surgery at the University of Kentucky, served on the faculty of Tufts University and worked as a pharmaceutical scientist at Hoffman-La-Roche. Dr. Ashton’s long history of leadership and strategic oversight of pSivida and CDS, his role in developing and extensive knowledge of our core technology platforms, products and product candidates, his scientific expertise including his PhD in pharmaceutics and strong knowledge of research and development uniquely position him to lead pSivida in the execution of its long-term strategy.

Michael Rogers, 54

Director since 2005, Chairman of the Audit and Compliance Committee and member of the Compensation Committee and the Governance and Nominating Committee

Mr. Rogers has been the Chief Financial Officer of Acorda Therapeutics, Inc., a biotechnology company focused on neurological conditions, since October 2013. From June 2009 to October 2012, Mr. Rogers served as Executive Vice President and Chief Financial Officer of BG Medicine, Inc., a company focused on the development and commercialization of novel biomarker-based diagnostics. Mr. Rogers was Executive Vice President, Chief Financial Officer and Treasurer of Indevus Pharmaceuticals Inc., a specialty pharmaceutical company, from February 1999 until April 2009. Mr. Rogers was previously Executive Vice President and Chief Financial and Corporate Development Officer at Advanced Health Corporation, a health care information technology company, Vice President, Chief Financial Officer and Treasurer of AutoImmune, Inc., a biopharmaceutical company, and Vice President, Investment Banking at Lehman Brothers, Inc. and at PaineWebber, Inc. During the past five years, Mr. Rogers was a director of Coronado Biosciences, Inc. Mr. Rogers’ significant experience as CFO of various companies and as an investment banker have provided him with expertise in strategic transactions, corporate operations, financial management, taxes, accounting, controls, finance and financial reporting in the life sciences industry as well as valuable insight into the strategy of pSivida.

Peter G. Savas, 66

Director since 2008, Chairman of the Governance and Nominating Committee and member of the Audit and Compliance Committee

Mr. Savas is Chairman and Chief Executive Officer of Alseres Pharmaceuticals, Inc., a company focused on the development of diagnostic and therapeutic products for disorders in the central nervous system, a position that he has held since September 2004. Mr. Savas has also been the Executive Chairman of Alseres Neurodiagnostics, Inc, a wholly owned subsidiary of Alseres since July, 2012, a strategic partner of SV Life Sciences Funds III, IV and V since 2003 and an associate partner in Targeted Technologies Fund II since August, 2013. From September 2013 to May 2014, Mr. Savas served as Chief Executive Officer of StemBioSys, a stem cell therapeutics company. From September 2000 to March 2004, Mr. Savas served as Chief Executive Officer and President and, from April 2001 to March 2004, as Chairman, of Aderis Pharmaceuticals, Inc., a biopharmaceuticals company. From 1992 to 2000, Mr. Savas served as President of Unisyn, Inc., a contract manufacturer of biologics, and as Chief Executive Officer from 1995 to 2000. Mr. Savas is the Managing Partner of Tughill Partners, a life sciences consulting firm, and serves on advisory boards for Children’s Hospital Boston and Syracuse University. During the past 5 years, Mr. Savas was a director of Regenesis Biosciences. Mr. Savas’ significant experience leading life sciences companies focused on the development of new products brings valuable insight to the strategy, operations and management of pSivida.

Douglas Godshall, 49

Director since 2012, member of the Compensation Committee, Governance and Nominating Committee and Audit and Compliance Committee

Mr. Godshall has been the Chief Executive Officer and a director of HeartWare International, Inc. and its predecessor HeartWare Limited, a medical device company focused on heart failure, since September 2006. Prior to joining HeartWare Limited, Mr. Godshall served in various executive and managerial positions at Boston Scientific Corporation, where he had been employed since 1990, including as a member of Boston Scientific’s Operating Committee. From January 2005 he served as President, Vascular Surgery, and for the prior five years as Vice President, Business Development, focused on acquisition strategies for the cardiology, electrophysiology, neuroradiology and vascular surgery divisions. Mr. Godshall has a Bachelor of Arts in Business from Lafayette College and Masters of Business Administration from Northeastern University. Mr. Godshall also serves as a Director of Vital Therapies, a biotherapeutics company focused on developing a cell-based therapy targeting the treatment of all forms of acute liver failure. Mr. Godshall’s current CEO position and prior managerial experience at public, life sciences companies provide him insights as a successful life sciences entrepreneur with in-depth knowledge of medical product strategy and development.

James Barry, 55

Director since 2014

Dr. Barry has been the Executive Vice President and Chief Operating Officer of InspireMD, a global medical device company focused on the development and commercialization of cardiovascular products, since July 2014

and a director since 2011. Dr. Barry has also been a Principal at Convergent Biomedical Group since September 2010. Prior to joining InspireMD, Dr. Barry served as President and CEO and a director of Arsenal Medical from August 2011 until December 2013. Dr. Barry served in various executive and managerial positions at Boston Scientific Corporation, where he had been employed from 1992 until 2010, including as a member of Boston Scientific’s Operating Committee. From 2007 through 2010 he served as Senior Vice President, Corporate Technology Development, responsible for the global research and development function, and for the prior six years as Vice President, Corporate Research and Advanced Technology Development. Dr. Barry is also a director of AgNovos Healthcare LLC and during the past five years was a director of MicroChips Corporation. Dr. Barry has a Bachelor of Arts in Chemistry from St. Anselm College and a Ph.D. in Biochemistry from the University of Massachusetts. Dr. Barry’s significant experience developing products, leading research and development teams and building successful businesses coupled with his expertise in advising clients in the pharmaceutical, biotechnology and medical device industries, brings valuable technical expertise and commercial experience to pSivida.

BOARD OF DIRECTORS

Board Committees

The Board has three standing committees: the Audit and Compliance Committee, the Compensation Committee and the Governance and Nominating Committee. Each standing committee is comprised entirely of independent directors, and each standing committee has a written charter. While each committee has designated responsibilities, the committees act on behalf of the entire Board and regularly report on their activities to the entire Board. Details concerning the role and structure of the Board and each Board committee are contained in the Corporate Governance Guidelines and the committee charters, available on the “Investor” section of our website at www.psivida.com under “Corporate Governance”.

Audit and Compliance Committee

The Audit and Compliance Committee is responsible for appointing the independent registered public accounting firm and for assisting the Board in oversight of the Company’s financial reporting, audit, legal and regulatory compliance processes. More specifically, the Audit and Compliance Committee’s responsibilities include:

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appointing, overseeing and, if necessary replacing the independent registered public accounting firm, including evaluating the effectiveness and independence of the firm at least annually, approving or pre-approving all audit and non-audit services provided by the firm and establishing hiring policies for employees or former employees of the firm, and also including resolving any disagreements between management and the firm regarding financial reporting;

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reviewing with the independent registered public accounting firm the scope of, plans for and any difficulties with audits, and the adequacy of staffing and compensation;

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reviewing with the independent registered public accounting firm matters required to be communicated to audit committees in accordance with PCAOB AU Section 380, Communications With Audit Committees, as amended;

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reviewing with management and the independent registered public accounting firm the Company’s internal controls, financial and critical accounting policies (including effects of alternate GAAP methods and off-balance sheet structures, if any), risk assessment and management policies;

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reviewing with management and the independent registered public accounting firm the Company’s annual and quarterly financial statements and financial disclosure, and preparing the Audit and Compliance Committee report for inclusion in the Company’s annual proxy statement;

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reviewing, or establishing standards for, the substance and presentation of information included in earnings press releases and other earnings guidance;

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reviewing material pending legal proceedings and other contingent liabilities;

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implementing an appropriate control process for reviewing and approving the Company’s internal transactions and accounting;

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establishing procedures for receipt, retention and treatment of complaints, including the confidential and anonymous submission of concerns by employees regarding accounting, internal accounting controls or auditing matters;

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receiving from management a report of any significant deficiencies and material weaknesses in the design or operation of the Company’s internal controls, and any fraud involving management or other employees who have a significant role in the Company’s internal controls;

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presenting to the Board annually an evaluation of the Audit and Compliance Committee’s performance and charter; and

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performing such other activities as the Board or the Audit and Compliance Committee deem appropriate.

The members of the Audit and Compliance Committee are Mr. Rogers (chair), Mr. Savas and Mr. Godshall. Mr. Rogers and Mr. Savas have each been a member of the Audit and Compliance Committee for the entirety of fiscal 2014 and Mr. Godshall has served on the Committee since January 17, 2014, replacing Mr. Hopper who resigned on January 17, 2014.

The Board has determined that all current and fiscal 2014 members of the Audit and Compliance Committee are independent for purposes of service on the Audit and Compliance Committee as provided in the rules of the Securities and Exchange Commission (SEC), The NASDAQ Stock Exchange (NASDAQ) and the Australian Securities Exchange (ASX). The Board also has determined that Mr. Rogers, Mr. Savas and Mr. Godshall are audit committee financial experts.

The Audit and Compliance Committee met seven times during the fiscal year ended June 30, 2014.

Compensation Committee

The Compensation Committee is responsible for discharging the Board’s responsibilities relating to executive compensation and overseeing our compensation and employee benefits plans and practices. More specifically, the Compensation Committee’s responsibilities include:

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developing and periodically reviewing compensation policies and practices applicable to executive officers;

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determining and approving the compensation of the CEO and other executive officers;

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supervising, administering and evaluating incentive, equity-based and other compensatory plans of the Company in which executive officers and key employees participate, including approving guidelines and size of grants and awards, making grants and awards, interpreting and promulgating rules relating to the plans, modifying or canceling grants or awards, designating employees eligible to participate and imposing limitations and conditions on grants or awards;

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reviewing and approving, subject to stockholder approval as required by any applicable law, regulation or NASDAQ rule, the creation or amendment of any incentive, equity-based and other compensatory plans of the Company in which executive officers and key employees participate (other than amendments to tax-qualified employee benefit plans and trusts, and any supplemental plans thereunder, that do not substantially alter the costs of such plans to the Company or are to conform such plans to applicable laws or regulations) and all related policies and programs;

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reviewing and approving any employment agreements, severance arrangements, change-in-control arrangements or special or supplemental employee benefits, and any material amendments to any of the foregoing, applicable to executive officers and other employees of the Company;

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making individual determinations and granting any shares, stock options or other equity-based awards under all equity-based compensation plans that are outside approved guidelines for such grants, and exercising such power and authority as may be required or permitted under such plans;

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annually evaluating the performance of the Compensation Committee;

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annually reviewing and reassessing the charter of the Compensation Committee and, if appropriate, recommending changes to the Board;

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annually evaluating the adequacy of directors’ compensation and the composition of such compensation;

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reviewing the Compensation Discussion & Analysis to be included in the Company’s annual proxy statement or Annual Report on Form 10-K and issuing a Compensation Committee report thereon as required by the SEC to be included in the Company’s annual proxy statement or annual report on Form 10-K filed with the SEC;

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reviewing significant risks or exposures facing the Company and discussing the relationship, if any, between these risks and the Company’s compensation policies and practices, as well as appropriate means through compensation policy to mitigate these risks; and

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performing such other duties and responsibilities as may be assigned to the Compensation Committee by the Board or as designated in plan documents.

The members of the Compensation Committee are Dr. Mazzo (chair), Mr. Rogers and Mr. Godshall, each of whom was a member of the Compensation Committee for the entirety of fiscal 2014. Mr. Savas served on the Compensation Committee during fiscal 2014 until February 6, 2014.

The Compensation Committee met six times during the fiscal year ended June 30, 2014.

Governance and Nominating Committee

The Governance and Nominating Committee is responsible for identifying and recommending to the Board individuals qualified to serve as directors, advising the Board with respect to the Board composition and procedures, overseeing the evaluation of the Board and overseeing our corporate governance.

The members of the Governance and Nominating Committee are Mr. Savas (chair), Mr. Rogers and Mr. Godshall, each of whom was a member of the Governance and Nominating Committee for the entirety of fiscal 2014. Mr. Hopper served as chair of the Governance and Nominating Committee in fiscal 2014 until his resignation on January 17, 2014.

The Governance and Nominating Committee met four times during the fiscal year ended June 30, 2014.

Attendance at Board and Committee Meetings

The Board of Directors met nine times during the fiscal year ended June 30, 2014. Each of the directors who served during fiscal 2014 standing for election attended at least 75% of the meetings of the Board and the committees on which he served. In accordance with our policy that encourages each director to attend Annual Meetings, each of the directors who served during fiscal 2014 standing for election also attended our 2013 Annual Meeting.

CORPORATE GOVERNANCE

Director Independence

The Board, based on the recommendation of the Governance and Nominating Committee, has determined that Dr. Mazzo, Mr. Godshall, Dr. Barry, Mr. Rogers and Mr. Savas are independent under applicable standards of NASDAQ and ASX. Our other director, Dr. Ashton, serves as our President and Chief Executive Officer.

Board Leadership Structure

The Board has chosen to separate the roles of Chairman and Chief Executive Officer and believes that such a separation of roles is in the best interests of the Company and its stockholders. Dr. Mazzo’s extensive qualifications to serve as a director and the perspective that he brings to the Company as an independent director are designed to provide for effective leadership for the Board and support for our executive team. Dr. Ashton’s long history with the Company and familiarity with its products and product candidates make him best positioned to lead us in the execution of our strategy and in the daily management of our business.

Board’s Role in Risk Oversight

It is management’s responsibility to manage risk and bring to the Board’s attention risks that are material to the Company. The Board has oversight responsibility for the systems established to report and monitor the most significant risks applicable to the Company. The Board administers its risk oversight role directly and through its committee structure. The Board reviews strategic and financial risks and exposures associated with the Company’s long-term strategy, development and commercialization of products and product candidates and other matters that may present material risk to the Company’s operations, strategy and prospects. The Audit and Compliance Committee reviews risks associated with financial and accounting matters, including financial reporting, accounting, disclosure and internal control over financial reporting. The Compensation Committee reviews risks related to executive compensation and the design of compensation programs, plans and arrangements. The Governance and Nominating Committee manages risks associated with corporate governance and Board composition and procedures.

Transactions with Related Persons

We maintain a written “Policy Regarding Related Person Transactions”. Under this policy, the Audit and Compliance Committee or, in time sensitive instances, the chair of the Audit and Compliance Committee, has responsibility for reviewing and approving or ratifying any transaction in which we and any of our directors, director nominees, executive officers or 5% stockholders and their immediate family members are participants, or in which such persons have a direct or indirect material interest, as provided under SEC rules. In reviewing transactions, the committee or the chair considers all of the relevant facts and circumstances, and approves only those transactions that the committee or the chair in good faith determines to be in, or not inconsistent with, the best interests of pSivida and its stockholders. During fiscal 2014 and 2013, there were no such related-person transactions.

Communications with Directors

Stockholders and other interested parties may communicate directly with the Board, the independent directors, the Chairman of the Board, any other group of directors or any individual director by writing to such group or individual at the following address:

Name(s) of Director(s), Group of Directors or Board of Directors

c/o Company Secretary

pSivida Corp.

480 Pleasant Street

Watertown, MA 02472

United States

The Company Secretary will forward such communications to the relevant group or individual at or prior to the next meeting of the Board.

Stockholder Nominations for Director

The Governance and Nominating Committee will consider written stockholder recommendations for candidates for the Board, which recommendations should be delivered or mailed, postage prepaid, to:

Company Secretary

pSivida Corp.

480 Pleasant Street

Watertown, MA 02472

United States

Stockholder recommendations must include certain relevant information concerning the candidate, the stockholder making the recommendation and any beneficial owner on whose behalf the recommendation is made. The required information is set forth in our Stockholder Nomination Policy, available on the “Investor” section of our website at www.psivida.com under “Corporate Governance”.

The Governance and Nominating Committee will evaluate candidates for director who are recommended by stockholders on the same basis as candidates recommended by other sources. Considerations include the Governance and Nominating Committee’s discretionary assessment of the skills represented and required on the Board, and an evaluation of candidates against the standards and qualifications set forth in our Corporate Governance Guidelines and criteria approved by the Board from time to time. We do not have a formal policy with respect to diversity, although we seek to have a Board that reflects a range of talents, ages, skills, viewpoints, professional experience, educational background, expertise, gender, race and ethnicity. The Governance and Nominating Committee will determine whether to interview any candidate in its sole discretion.

Audit and Compliance Committee Report

As more fully described in its charter, the Audit and Compliance Committee oversees pSivida’s financial reporting process on behalf of the Board of Directors. Our management is responsible for the Company’s financial reporting process, including assuring that the Company develops and maintains adequate financial controls and procedures, and assessing compliance therewith. Our independent registered public accounting firm, Deloitte & Touche LLP (Deloitte), is responsible for performing an audit of the effectiveness of the Company’s internal control over financial reporting in conjunction with an audit of the consolidated financial statements in accordance with standards of the Public Company Accounting Oversight Board (United States) (PCAOB) and issuing its opinions on the financial statements and the effectiveness of internal control over financial reporting.

The committee reviewed and discussed the Company’s audited consolidated financial statements for the fiscal year ended June 30, 2014 with our management and Deloitte. The committee also discussed with Deloitte the matters set forth in Statement on Auditing Standards No. 61, as amended (Communication with Audit Committees), as adopted by the PCAOB in Rule 3200T, which includes, among other items, matters related to the conduct of the audit and the Company’s financial statements. The committee met with Deloitte, with and without management present, to discuss the results of their examinations, their evaluation of our internal controls, and the overall quality of our financial reporting.

The committee discussed with Deloitte the firm’s independence and received from Deloitte the written disclosures and the letter required by PCAOB Ethics and Independence Rule 3526 (Communication with Audit Committees Concerning Independence). The committee has concluded that Deloitte’s provision of audit and pre-approved non-audit services to the Company is compatible with Deloitte’s independence.

Based on the above-referenced reviews and discussions with our management and Deloitte, the Audit and Compliance Committee recommended to the Board of Directors that the Company’s audited consolidated financial statements be included in its Annual Report on Form 10-K for the year ended June 30, 2014, for filing with the SEC.

Submitted by

Audit and Compliance Committee

Michael Rogers

Peter G. Savas

Douglas Godshall

Beneficial Ownership

The tables below set forth information regarding beneficial ownership of our shares of common stock as of September 30, 2014 by (1) any person or entity who, to our knowledge, beneficially owns 5% or more of our shares of common stock based on filings with the SEC and (2) our directors and Named Executive Officers. Unless otherwise indicated, the address for each of the beneficial owners listed below is: c/o pSivida Corp., 480 Pleasant Street, Watertown, MA 02472, United States.


Beneficial Owner	Aggregate Number of Shares Beneficially Owned⁽¹⁾			Percent of Shares Beneficially Owned
5% or Greater Beneficial Owner:
RA Capital Management, LLC 20 Park Plaza, Suite 1200 Boston, MA 02116		2,555,659			8.71	%
Allan Gray Australia Pty Limited Level 2, Challis House 4-10 Martin Place Sydney, Australia NSW 2000		2,475,483			8.34	%
North Run Capital, LP One International Place, Suite 2401 Boston, MA 02110		2,144,086			7.31	%
Pfizer, Inc. Treasurer’s Division 235 East 42nd Street New York, NY 10017 USA		1,862,093			6.35	%

Directors and Executive Officers:
David J. Mazzo		345,500			1.16	%
James Barry		—			*
Michael Rogers		250,000			*
Peter G. Savas		210,000			*
Douglas Godshall		80,000			*
Paul Ashton		1,279,502	⁽²⁾		4.24	%
Lori Freedman		409,148			1.38	%
Leonard S. Ross		154,550			*
All current directors and executive officers as a group (8 persons)		2,728,700			8.66	%

* Represents holdings of less than 1% of our outstanding common stock

(1)

Reflects sole voting and investment power, except as indicated below. Includes shares of common stock which each of the following persons had the right to acquire on September 30, 2014 or within sixty (60) days thereafter through the exercise of options and/or warrants: Allan Gray Australia Pty Ltd (350,000),

Dr. Mazzo (345,000), Mr. Rogers (250,000), Mr. Savas (210,000), Mr. Godshall (80,000), Dr. Ashton (821,980), Ms. Freedman (312,725) and Mr. Ross (154,550).

(2)	Of such shares, 16,781 are held by the trustee of the Dr. Ashton Children’s Irrevocable Trust as to which Dr. Ashton disclaims beneficial ownership.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires that our directors, officers and 10% beneficial owners file reports of ownership and changes in ownership of our securities with the SEC and NASDAQ. To our knowledge, all reports were timely filed during the fiscal year ended June 30, 2014.

EXECUTIVE COMPENSATION

Compensation Committee Report

The Compensation Committee has reviewed the “Compensation Discussion and Analysis” below and discussed it with management. Based on this review and discussion, the Compensation Committee recommended to the Board that the “Compensation Discussion and Analysis” as it appears below be included in this proxy statement and be incorporated by reference into the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2014.

Submitted By

Compensation Committee

David J. Mazzo

Michael Rogers

Douglas Godshall

Compensation Discussion and Analysis

In the following compensation discussion and analysis, we provide below highlights of our performance for fiscal 2014, an overview of our compensation philosophy, program and decision-making process, including the Compensation Committee’s use of consultants and peer group information, and the material elements of compensation earned with respect to fiscal 2014 by each of our principal executive officer, our principal financial officer and our other executive officer (our “Named Executive Officers”). For fiscal 2014, our Named Executive Officers were Paul Ashton, President and Chief Executive Officer, Lori Freedman, Vice President, Corporate Affairs, General Counsel and Secretary, and Leonard Ross, Vice President, Finance.

Fiscal 2014 Highlights

In fiscal 2014, we believe we made significant progress advancing our strategy of becoming a product-based company while continuing to leverage our technologies via collaboration and license agreements. For context to the Compensation Committee’s decisions on compensation, these are highlights of our business performance and accomplishments for fiscal 2014 considered significant by the Compensation Committee:

•

We advanced the development of our lead product candidate, Medidur™ for posterior uveitis.

•

We commenced enrollment which continued throughout the year of a pivotal Phase III trial for our lead product candidate, Medidur™ for posterior uveitis, the third largest cause of blindness in the U.S.

•

We revised our regulatory strategy for Medidur and now plan to seek U.S. approval based on data from our current Phase III trial, together with supplemental clinical data on our proprietary inserter, rather than two Phase III trials. If the U.S. Food and Drug Administration (FDA) concurs, this strategy could significantly accelerate the timing of approval of Medidur, reducing overall development costs and advancing U.S. commercial availability.

•

We reported early, interim data from a Phase I/II investigator-sponsored study of Medidur that supports our hypothesis that Medidur will show efficacy comparable to Retisert^®, our partnered, FDA-approved implant for posterior uveitis, but with the more favorable risk/benefit profile and decreased side effects of ILUVIEN^® for diabetic macular edema (DME).

•

We continued pre-clinical development of product candidates using Tethadur™ to provide sustained delivery of large biologic molecules already approved by the FDA that currently cannot be effectively delivered by other sustained delivery technologies.

•

ILUVIEN for diabetic macular edema (DME), our lead partnered product, advanced in both the U.S. and internationally.

•

ILUVIEN was approved in the U.S. in the first quarter of fiscal 2015 for the treatment of diabetic macular edema in patients who have been previously treated with a course of corticosteroids and did not have a clinically significant rise in intraocular pressure. We are entitled to receive a $25 million milestone payment within thirty days of approval. In fiscal 2014, the New Drug Application for ILUVIEN was refiled, with a resulting Prescription Drug User Fee Act (PDUFA) date of September 26, 2014, and labelling discussions were held with the FDA.

•

ILUVIEN received marketing authorization for chronic DME considered insufficiently responsive to available therapies in Italy, the seventh and final EU country where applications were initially submitted, and entered the national phase for marketing authorizations in ten additional EU countries, three of which were granted in the first quarter of fiscal 2015. Following regulatory action in fiscal 2014, ILUVIEN became available through the National Heath Service to chronic DME patients in the U.K. and Scotland who have had cataract surgery. In addition, Australia and New Zealand were added to ILUVIEN’s potential reach in fiscal 2014 with the execution of an exclusive regulatory and distribution agreement for those countries.

•

We entered into new Technology Evaluation Agreements and continued work under an existing agreement with a leading global biopharmaceutical company, studying our technology platforms for new and potentially significant applications.

•

We enhanced our liquidity in the last fiscal year with the sale of common stock, including a $7 million investment by RA Capital in March 2014, and ended the year with $18.3 million.

Compensation Philosophy

Our compensation program is designed to attract, retain and motivate executive officers to achieve our business objectives and build value for our stockholders and to reward them for that performance. Accordingly, our executive compensation program is weighted to at-risk incentive compensation earned on the basis of performance. Of the three principal elements in our program, only one, salary, is fixed. The other two elements are variable: cash bonuses, which are earned based on the Compensation Committee’s assessment of annual performance, and stock options, which deliver value only to the extent the value of our stock increases. Our mixture of cash and equity compensation is designed to incentivize and reward our executive officers to attain short and long-term goals and to encourage retention. Compensation takes into account Company performance, individual contribution and peer compensation.

The Board and its Compensation Committee are responsible for our executive compensation and seek to provide compensation that over time is competitive with compensation paid by comparable companies for comparable responsibilities and positions. Our goal is that total compensation, base salary, total cash compensation and long-term equity incentives will generally over time achieve approximately the 50th percentile range for executive officers in comparable positions at comparable companies, with the potential to be at up to approximately the 75th percentile for total cash compensation and long-term equity incentives based on outstanding performance.

The Board seeks to make compensation decisions transparent to our stockholders and executives and thereby to achieve our objectives by communicating openly with our executive officers and stockholders regarding our compensation process, pay structure and performance objectives.

Compensation Consultant

The Compensation Committee was advised with respect to fiscal 2014 executive compensation including compensation design and long-term incentive design and strategies by Radford, an Aon Hewitt company. None of Radford, Aon Hewitt or their affiliates provides other services to the Company. The Compensation Committee has sole responsibility for the selection, engagement, removal and compensation of its compensation consultant.

Peer Group

The peer group selected by the Compensation Committee for fiscal 2014 was composed of 21 public, biopharmaceutical companies selected based on a comparable business and financial profile to us, including stage of development, employee size, annual revenues and market value. The fiscal 2014 peer group included Acura Pharmaceuticals, Agenus, Alexza Pharmaceuticals, Alimera Sciences, Anika Therapeutics, Anthera Pharmaceuticals, AP Pharma, BioDelivery Sciences International, CEL-SCI, Celsion, Cornerstone Therapeutics, Cumberland Pharmaceuticals, CytRx, DURECT Corporation, Hemispherx BioPharma, NuPathe, OncoGenex Pharmaceuitcals, Ocothyreon, Pozen, Transcept Pharmaceuticals and Zalicus. Our peer group was recommended by Radford and approved by the Compensation Committee. The fiscal 2014 peer group did not include eight companies used in the fiscal 2013 peer group: Allos Therapeutics, BioMimetic Therapeutics and DUSA Pharmaceuticals, which were acquired, as well as Repligen Corporation, Zogenix, BioSante Pharmaceuticals, Columbia Laboratories and Vanda Pharmaceuticals, which no longer had a business or a financial profile comparable to ours. The fiscal 2014 peer group added eleven new comparator companies to the fiscal 2013 peer group: Acura Pharmaceuticals, Agenus, Alexza Pharmaceuticals, Anthera Pharmaceuticals, AP Pharma, CEL-SCI, Celsion, CytRx, NuPathe, OncoGenex Pharmaceuitcals and Ocothyreon,

Say-on-Pay Feedback from Stockholders

The Board and the compensation committee value the opinions of our stockholders, and consider the outcome of the annual advisory stockholder vote when making future compensation decisions for our Named Executive Officers. At our 2013 annual meeting, 93% of the votes cast approved our advisory resolution regarding the compensation of our Named Executive Officers. With stockholders showing strong support of our executive compensation program, the compensation committee continued its regular practice of evaluating the program to reflect continued linkage between pay and company performance and carefully considered actual compensation payouts, seeking to provide compensation that follows our compensation philosophy and meets our compensation objectives described above. In light of all pertinent considerations, the Compensation Committee believes that our compensation programs embody a pay-for-performance philosophy that is well suited for these purposes.

Overview of Compensation Program Employment Agreements

Paul Ashton, our President and Chief Executive Officer, and Lori Freedman, our Vice President, Corporate Affairs and General Counsel, are employed under employment agreements that were negotiated on an arm’s-length basis in connection with the acquisition of Control Delivery Systems (CDS) by our then Managing Director and CEO and approved by our Board of Directors. At the time of our acquisition of CDS, Dr. Ashton and Ms. Freedman were executive officers of CDS and had change of control agreements entitling them to severance following the acquisition of CDS in the event of a reduction in compensation or a loss of title or responsibility. Our Board of Directors sought to retain Dr. Ashton and Ms. Freedman subsequent to the acquisition. The employment agreements negotiated with them are substantially similar to their prior agreements with CDS, and Dr. Ashton and Ms. Freedman waived their rights to severance as a result of changes after the CDS acquisition. Both of these employment agreements provide for a minimum base salary, a discretionary annual cash bonus, discretionary equity incentives and severance payments as described further under Elements of Compensation-Termination-Based Compensation.

Leonard Ross, our Vice President, Finance, became our principal financial officer in March 2009. As a result of his appointment, the Company, under the direction of the Compensation Committee, entered into an employment agreement with Mr. Ross that provides for a minimum base salary, a discretionary annual cash bonus, discretionary equity incentives and severance payments as described further under Elements of Compensation-Termination-Based Compensation.

Elements of Compensation.

Our compensation program provides our executive officers with the following elements of compensation:

•

Base Salary provides fixed annual compensation for performing day-to-day responsibilities. The Compensation Committee intends to achieve over time base salary of approximately the 50th percentile

range of market for comparable positions at comparable companies (“Market”). The Compensation Committee considers individual and company performance in addition to comparable Market salaries in making annual base salary adjustments.

•

Annual Performance Bonuses are awarded by the Compensation Committee on a discretionary basis based on the Compensation Committee’s assessment of annual performance as guided by achievement of pre-established annual Company goals set by the Board. The Compensation Committee intends that salary and annual bonuses together will over time generally achieve approximately the 50th percentile range of Market for total cash compensation and in the case of exceptional company and individual performance, up to approximately the 75th percentile of Market. Bonuses are generally payable in cash, although the Compensation Committee retains the flexibility to pay bonuses in other forms. Bonuses are designed to reward executives for their contributions to the Company’s overall performance in a given year to encourage executives to create and protect stockholder value and focus executives on short-term bonus objectives that are expected to have a positive impact on our success.

•

Long-Term Equity Incentive Compensation has historically been in the form of stock options granted under a plan approved by our stockholders but the Compensation Committee may also award restricted stock or other equity incentives under the plan. The Compensation Committee intends that over time annual long-term equity compensation will generally achieve approximately the 50th percentile of Market with the potential to be at up to approximately the 75th percentile in the case of outstanding individual and Company performance. The Compensation Committee compares the long-term equity incentive value of the annual grants to the long-term equity value of Market annual grants and the percentage that the annual grants represent of total pSivida shares outstanding compared to the percentage of Market annual grants compared to Market shares outstanding. The Compensation Committee also considers the annual and cumulative equity plan dilution against the peer group companies to evaluate whether overall equity usage is competitive and reasonable. The Compensation Committee may also consider the amount and monetary value of current options outstanding, the number of option grants made in prior years, Company and individual performance, percentage of outstanding capital stock represented by grants, market value of our stock and competitive and other factors. Our long-term equity compensation awards are designed and structured to align our executive officers’ long-term interests with those of our stockholders. Because options have an exercise price equal to or greater than the share price on the date of grant, they have value only when the value of our stock increases. Therefore, our executives only receive value as value is created for stockholders. Our options have been granted with time vesting and at annual intervals, intended to serve as an important retention and motivation device. The Compensation Committee has also for some option grants made vesting contingent on achievement of performance conditions. Typically ten-year grants, our options provide incentives for sustained long-term performance. Each award to our CEO has been approved by our stockholders consistent with the rules of the ASX.

•

Insurance and Retirement Benefits consist of health, dental, life and long-term disability insurance and a 401(k) plan retirement match, and are provided to all employees. Executives do not have any benefits that are not available to other employees.

In determining target total compensation (base salary, target and maximum bonus potential and equity incentives), the Compensation Committee takes into account past compensation, individual performance, individual responsibility, contractual obligations, compensation practices at peer group companies and in industry surveys, compensation programs for all of our employees, the compensation of each executive relative to that of other executives and any special considerations such as recruitment, promotions, organizational changes and transitional roles, the Company’s headcount, market capitalization and stage of business development. The availability of insurance and retirement benefits helps us maintain our competitive position in the market for executive talent but does not form part of the basis for the Compensation Committee’s determination of total compensation of executive officers for any year, since these benefits are offered to all of our employees. We do not provide special perquisites to our executives.

Compensation Benchmarking

In May 2013, the Compensation Committee engaged Radford to conduct a new benchmarking study for fiscal 2014. In July 2013, following a review and analysis of our executive compensation program, Radford presented the Compensation Committee with a report and recommendations on executive compensation for fiscal 2014 (Fiscal 2014 Recommendations). The Fiscal 2014 Recommendations included a market analysis of base salaries, total cash compensation and equity compensation relative to a market consensus (FY2014 Market Consensus) based on the peer group discussed above as well as peer data derived from the published Radford Global Life Sciences Survey representing public biotechnology and pharmaceutical companies with fewer than 150 employees, weighted equally.

Fiscal 2014 Executive Compensation

Compensation for our Named Executive Officers with respect to fiscal 2014 was as follows:

•

Fiscal 2014 Base Salary and Target Bonuses. For fiscal 2014, the Compensation Committee elected to continue with the plan, previously adopted in 2010, to bring base salary and target compensation of our executive officers to or toward the 50th percentile of Market. The Compensation Committee increased FY2014 base salary to between the 25th and 50th percentiles of the FY2014 Market Consensus, with a maximum increase of 10%. Fiscal 2014 base salary was increased for our Named Executive Officers to: $450,000 for Dr. Ashton, 7% percent below the 50^th percentile of the FY2014 Market Consensus, $330,028 for Ms. Freedman, 5% percent below the 50^th percentile of the FY2014 Market Consensus, and $240,583 for Mr. Ross, 6% percent below the 50^th percentile of the FY2014 Market Consensus. The Compensation Committee set fiscal 2014 target bonus percentages at 55% for Dr. Ashton, the 50th percentile of the FY2014 Market Consensus, and at 30% for each of Ms. Freedman and Mr. Ross, slightly below the 50th percentile for Ms. Freedman and at the 50th percentile for Mr. Ross, which together with fiscal 2014 base salary, positioned total target cash compensation levels between the 25^th and 50^th percentiles of the FY2014 Market Consensus for Dr. Ashton and Ms. Freedman and slightly below the 25^th percentile for Mr. Ross.

•

Fiscal 2014 Annual Performance Bonus. The Compensation Committee uses performance goals to assist it in determining the discretionary annual bonuses. Each goal includes levels of minimum, target and exceeds performance and is assigned a percentage weighting as a portion of the overall bonus potential. The fiscal 2014 performance goals and weightings were approved by the independent directors based on goals recommended by the Compensation Committee with input from the CEO and other Named Executive Officers. The Compensation Committee intended the fiscal 2014 goals to promote the achievement of the Company’s strategy and to motivate the executives to achieve high performance at the Company level. The goals were set with a reasonable level of difficulty that required that our executive officers perform at a high level in order to meet the target levels, and the likelihood of attaining even the minimum goals was not assured. The fiscal 2014 performance goals covered the following areas and their respective weightings were as follows:

•

Progress in the development of Medidur for posterior uveitis (30%)

•

Progress of pre-clinical development of first Tethadur product candidate (20%)

•

Progress of pre-clinical development of another product candidate (10%)

•

Achievement of available cash, cash equivalents and marketable securities (15%)

•

Execution in accordance with operating plan and budget (5%)

•

Progress in advancing product development through collaborations and licenses (20%)

Depending on performance, each goal was eligible for a potential score on a performance scale of 0 to 5, with a score of 0 for no achievement, 3 for achievement of the target performance and 5 for

exceeding achievement. The score for each goal contributes to a weighted average score based on the above weightings. For fiscal 2014, the Board determined that the weighted average score would generally result in a payout percentage of the target bonus amount as follows:


Weighted Average Score	Payout Level (% of Target Amount)
0		0	%
1		0	%
2		50	%
3		100	%
4		110	%
5		120	%

These goals and weightings serve to guide the Compensation Committee in determining the amount of the bonus. The Compensation Committee has full discretion with respect to the amount and payment of bonuses and can exercise its discretion to modify the performance goals at any time during or after the year, to adjust the performance levels and weightings and to determine the actual amounts and payout terms of the annual bonuses without regard to achievement of the goals and weightings. This discretion is communicated to the executives.

After the end of fiscal 2014, the Compensation Committee assessed the performance of each goal for fiscal 2014, based on its view of the general performance of each item and with input from the CEO. The Compensation Committee determined that the corporate performance was as follows:

•

Our revised regulatory strategy for Medidur for posterior uveitis, which could potentially significantly accelerate the timing of U.S. approval of Medidur and reduce overall development costs, together with our progress with respect to the ongoing Phase III trial, resulted in a score of 5.

•

Our progress with respect to advancing the first potential Tethadur product candidate resulted in a score of 2.

•

Our progress with respect to advancing another product candidate resulted in a score of 4.5.

•

Our levels of cash, cash equivalents and marketable securities resulted in a score of 5.

•

Our execution of our operating plan substantially as contemplated in our approved operating budget resulted in a score of 3.

•

Our progress in advancing potential collaborations and licenses resulted in a score of 1.

Using the above predetermined weightings, the weighted average score based on the Compensation Committee’s assessment of achievement of the goals was 3.45 out of 5.0. Based on the above payout percentage scale, this score resulted in a potential bonus of 104.5% of target. The Compensation Committee determined to grant annual bonuses for our Named Executive Officers at 104.5% of target, resulting in a bonus of 57.475% of base salary for Dr. Ashton and 31.35% of base salary for each of Ms. Freedman and Mr. Ross.

•

Long-Term Equity Incentive Compensation Granted for Fiscal 2014. In July 2013, the Compensation Committee awarded time and service-based options to Dr. Ashton, Ms. Freedman and Mr. Ross. The Compensation Committee intended these grants to reward the performance of our Named Executive Officers in fiscal 2013 and to provide retention. In light of the Company’s performance against fiscal 2013 corporate goals which resulted in a bonus equal to 105% of the target amount for corporate achievement, the Compensation Committee granted time and service-based options with exercise prices equal to fair market value on the date of grant as follows: 185,400 for Dr. Ashton and 70,000 for Ms. Freedman, slightly over the 50th percentile of the Fiscal 2014 Market Consensus, and 40,000 for Mr. Ross, 133% of the 50th percentile of the Fiscal 2014 Market Consensus. On a termination of

Dr. Ashton, Ms. Freedman or Mr. Ross’ employment without cause by the Company or upon their resignation from the Company for good cause, any unvested portion of these stock options that would have vested as of the first anniversary of the cessation of his or her employment would vest immediately prior to such cessation of employment and the remaining unvested portion of the stock option would be forfeited.

Fiscal 2015 Base Salary, Bonus Target and Long-Term Equity Incentive Compensation

In May 2014, the Compensation Committee engaged Radford to conduct a new benchmarking study for fiscal 2015. In July 2014, following a review and analysis of our executive compensation program, Radford presented the Compensation Committee with a report and recommendations on competitive executive compensation for fiscal 2015 (Fiscal 2015 Recommendations). The Fiscal 2015 Recommendations included a market analysis of base salaries, total cash compensation and equity compensation relative to the peer group discussed below as well as peer data derived from the published Radford Global Life Sciences Survey representing public biotechnology and pharmaceutical companies with fewer than 150 employees, weighted equally, to form a market consensus (Fiscal 2015 Market Consensus).

The peer group selected by the Compensation Committee for fiscal 2015 was composed of 20 public, biopharmaceutical companies selected based on a comparable business and financial profile to us, including

stage of development, employee size, annual revenues and market value. The fiscal 2015 peer group included Acura Pharmaceuticals, Agenus, Alexza Pharmaceuticals, Alimera Sciences, Anthera Pharmaceuticals, ArQule, CEL-SCI, Celsion, Cumberland Pharmaceuticals, Cytori Therapeutics, CytRx, DURECT Corporation, Hemispherx BioPharma, Heron Therapeutics, OncoGenex Pharmaceuitcals, Ocothyreon, Pozen, Sunesis Pharmaceuticals, Transcept Pharmaceuticals and Vermillion. Our peer group was recommended by Radford and approved by the Compensation Committee. The fiscal 2015 peer group did not include six companies used in the fiscal 2014 peer group: Cornerstone Therapeutics and NuPathe, which were acquired, as well as Anika Therapeutics, AP Pharma, BioDelivery Sciences International and Zalicus, which no longer had a business or a financial profile comparable to ours. The fiscal 2015 peer group added five new comparator companies to the fiscal 2014 peer group: ArQule, Cytori Therapeutics, Heron Therapeutics, Sunesis Pharmaceuticals and Vermillion.

For fiscal 2015, the Compensation Committee increased FY2015 base salary by 3% for each of our Named Executive Officers, positioning base salary levels between the 25th and 50th percentiles of the FY2015 Market Consensus. Fiscal 2015 base salary was increased for our Named Executive Officers to: $463,500 for Dr. Ashton, 7% percent below the 50^th percentile of the FY2015 Market Consensus, $339,900 for Ms. Freedman, 5% percent below the 50^th percentile of the FY2015 Market Consensus, and $247,800 for Mr. Ross, 2% percent above the 50^th percentile of the FY2015 Market Consensus. The Compensation Committee set fiscal 2015 target bonus percentages at 55% for Dr. Ashton, 35% for Ms. Freedman and 30% for Mr. Ross, at the 50^th percentile of the FY2015 Market Consensus, which together with FY2015 base salary, positioned total target cash compensation levels between the 25^th and 50^th percentiles of the FY 2015 Market Consensus for Dr. Ashton and Ms. Freedman and slightly above the 50^th percentiles of the FY 2015 Market Consensus for Mr. Ross.

In July 2014, the Compensation Committee awarded time and service-based options to Dr. Ashton, Ms. Freedman and Mr. Ross, subject to shareholder approval in the case of Dr. Ashton. In making these grants, the Compensation Committee determined that these grants were intended to reward the performance of our executive officers in fiscal 2014 and to provide retention. In light of the Company’s performance against the corporate goals which resulted in a bonus equal to 104.5% of the target amount for corporate achievement and the retention effect of our Named Executive Officers’ unvested option value, the Compensation Committee determined to increase the number of options granted over the prior year and granted the following time and service-based options with the exercise price at fair market value on the date of grant: 245,000 for Dr. Ashton, approximately the 50^th percentile of the Fiscal 2015 Market Consensus, 75,000 for Ms.Freedman, slightly over the 50th percentile of the Fiscal 2015 Market Consensus and 45,000 for Mr. Ross, approximately 150% of the 50^th percentile of the Fiscal 2015 Market Consensus.

Termination-Based Compensation

Pursuant to our agreements with Dr. Ashton, Ms. Freedman and Mr. Ross, we have agreed to make severance payments in certain circumstances described under “Potential Payments upon Termination or Change in Control.” We provided these agreements because we believe that it is important to define the relative obligations of pSivida and these Named Executive Officers, including obtaining protection against competition and solicitation, and that severance protections assist in attracting and retaining high quality executives and in keeping them focused on their responsibilities during any period in which a change of control may be contemplated or pending.

Tax and Accounting Considerations

Section 162(m) of the Internal Revenue Code of 1986, as amended, generally disallows a tax deduction for compensation in excess of $1.0 million paid to our CEO and our other executive officers. We generally structure the value of our cash and stock compensation to fall below this limit, and our stock options to comply with exemptions in Section 162(m), so that the compensation remains tax deductible to us. However, our Board or Compensation Committee may, in their judgment, authorize compensation payments that do not comply with the exemptions in Section 162(m) when they believe that such payments are appropriate to attract and retain executive talent.

Prohibition of Hedging and Pledging of our Stock

Our Insider Trading Policy prohibits our employees, including our executive officers, and directors from engaging in transactions designed to off-set decreases in the market value of our stock, including certain forms of hedging and monetization transactions, such as “collars” and “prepaid variable forward contracts.” Our policy also prohibits employees, including our executive officers, and directors from pledging our securities as collateral for a loan.

10b5-1 Plans

Each of our executive officers is required to receive the permission of our general counsel prior to entering into any transactions in our securities. Generally, trading is permitted only during announced trading windows. Employees subject to trading restrictions, including our Named Executive Officers, may enter into trading plans under Rule 10b5-1 of the 1934 Act provided the plans are entered into during an open trading window and approved by us. Our executive officers are presently parties to 10b5-1 plans.

Compensation Committee Processes and Procedures

The Compensation Committee is responsible for overseeing executive compensation and benefits; it administers, reviews and approves, or, as it determines appropriate, recommends to the Board, any changes in individual compensation of executive officers, general compensation policies and equity and incentive plans. The Compensation Committee has the authority to obtain advice and assistance from internal or external legal, accounting or other advisors, and to authorize payment of any such advisors.

Our Named Executive Officers had limited involvement in determining or recommending the amount or form of executive compensation in fiscal 2014 as described above. No executive may be involved in, or present during, deliberations or voting on his or her own compensation.

Executive Compensation

The following tables, footnotes and narratives provide information regarding the compensation, benefits and equity holdings in pSivida of our Named Executive Officers.

Summary Compensation

The following table and footnotes provide additional information concerning the compensation of our Named Executive Officers for the fiscal years ended June 30, 2014, 2013 and 2012.


Name and Principal Position	Year		Salary ($)		Bonus ($)			Stock Awards ($)		Option Awards ($)⁽¹⁾			All Other Compensation ($)⁽⁴⁾		Total
Paul Ashton		2014		450,000		258,638			—		417,192	⁽³⁾		15,074		1,140,904
President and Chief Executive Officer		2013		412,000		316,300	⁽²⁾		—		98,428	⁽³⁾		13,237		839,965
President and Chief Executive Officer		2012		400,000		—			—		125,226	⁽³⁾		13,542		538,768

Lori Freedman		2014		330,028		103,464			—		189,535	⁽³⁾		14,199		637,226
Vice President for Corporate Affairs, General Counsel and Company Secretary		2013		319,300		147,080	⁽²⁾		—		72,600	⁽³⁾		13,175		552,155
		2012		310,000		—			—		305,486	⁽³⁾		13,044		628,530



Leonard S. Ross		2014		240,583		75,423			—		108,305	⁽³⁾		14,268		438,579
Vice President, Finance		2013		218,712		83,955	⁽²⁾		—		39,600	⁽³⁾		11,384		353,651
Vice President, Finance		2012		212,342		—			—		145,323	⁽³⁾		12,925		370,590

(1)

The amounts in this column reflect the aggregate grant date fair value of equity awards granted during the applicable fiscal year, calculated in accordance with FASB ASC Topic 718 and using a Black-Scholes valuation model. Assumptions used in the calculation of these amounts are included in Note 10 of the audited financial statements filed with our Annual Report on Form 10-K for fiscal 2014.

(2)	These amounts reflect fiscal 2013 bonuses (paid at 105% of target) as well as fiscal 2012 bonuses (paid at 50% of target after achievement of additional performance conditions in fiscal 2013):

Fiscal 2013 bonuses: Dr. Ashton ($216,300), Ms. Freedman ($100,580) and Mr. Ross ($57,412)

Fiscal 2012 bonuses: (Dr. Ashton ($100,000), Ms. Freedman ($46,500) and Mr. Ross ($26,543)

(3)

These amounts reflect valuation at the date of shareholder approval in the case of Dr. Ashton and the grant date in the case of Ms. Freedman and Mr. Ross. The amounts for fiscal 2012 include options that had a performance-based condition requiring FDA approval of ILUVIEN for DME by December 31, 2011 that were forfeited when the condition was not met: $20,506 in fiscal 2012 for Dr. Ashton, $76,566 in fiscal 2012 for Ms. Freedman and $49,939 in fiscal 2012 for Mr. Ross.

(4)	Consists of 401(k) contributions and group term life insurance premiums, as detailed below:


Name and Principal Position	Year		Company Paid Amounts for Life Insurance ($)		Company Contributions to 401(k) Plan ($)		Total ($)
Paul Ashton		2014		516	$	14,558		15,074
President and Chief Executive Officer		2013		462		12,775		13,237
President and Chief Executive Officer		2012		444		13,098		13,542

Lori Freedman		2014		516		13,683		14,199
Vice President for Corporate Affairs, General Counsel and Company Secretary		2013		462		12,713		13,175
		2012		444		12,600		13,044

Leonard S. Ross		2014		516		13,752		14,268
Vice President, Finance		2013		462		10,922		11,384
Vice President, Finance		2012		444		12,481		12,925

During fiscal years 2014, 2013 and 2012, Dr. Ashton, Ms. Freedman and Mr. Ross, were employed under employment agreements with the Company, pursuant to which they received the annual base salaries indicated in the above table. The employment agreements of Dr. Ashton, Ms. Freedman and Mr. Ross also provided for discretionary bonuses, discretionary stock option grants, life insurance and matching 401(k) contributions consistent with other U.S. employees and participation in our medical, dental and life and disability insurance plans.

Grants of Plan-Based Awards

The following table and footnotes provide information concerning grants of plan-based awards to our Named Executive Officers during the fiscal year ended June 30, 2014.


Name	Grant Date		All Other Stock Awards; Number of Shares of Stock or Units		All Other Option Awards; Number of Securities Underlying Options⁽¹⁾		Exercise Price⁽²⁾		Grant Date Fair Value of Stock and Option Awards⁽³⁾
Paul Ashton		07/23/13		—		185,400	$	3.51	$	417,192
President and Chief Executive Officer

Lori Freedman		07/23/13		—		70,000		3.51		189,535
Vice President for Corporate Affairs, General Counsel and Company Secretary

Leonard S. Ross		07/23/13		—		40,000		3.51		108,305
Vice President, Finance

(1)

These option awards vest in four equal annual installments, commencing on the first anniversary of the date of grant. In addition, in the event of involuntary termination without cause or a voluntary termination for good cause, any unvested portion of the options that would have vested as of the first anniversary of the employment termination instead would vest immediately prior to the employment termination, and if such termination occurs within 24 months after a change of control, all options automatically would vest and remain exercisable until the earlier of (i) one year and (ii) the option expiration date.

(2)	The exercise price reflects the closing market price of our common stock on the date of grant.

(3)	The grant date fair value of option grants is calculated in accordance with FASB ASC Topic 718 and using a Black-Scholes valuation model, including valuation at the date of shareholder approval in the case of Dr. Ashton and at the grant date in the case of Ms. Freedman and Mr. Ross.

Outstanding Equity Awards at Fiscal Year-End

The following table and footnotes provide information concerning outstanding equity awards for our Named Executive Officers as of June 30, 2014:


	Number of Securities Underlying Unexercised Options (#)(1)							Option Exercise Price (S)		Option Expiration Date
Name	Exercisable		Unexercisable			Unearned		Option Exercise Price (S)		Option Expiration Date
Paul Ashton		250,000		—			—		1.13		11/18/18
President and Chief Executive Officer		315,000		—			—		4.01		11/19/19
		65,535		21,845	⁽²⁾		—		3.45		07/22/20
		67,500		67,500	⁽²⁾		—		5.05		07/21/21
		26,000		78,000	⁽²⁾		—		2.14		07/18/22
		—		185,400	⁽²⁾		—		3.51		07/23/23

Lori Freedman		100,000		—			—		2.90		09/04/18
Vice President for Corporate Affairs,		10,000		—			—		2.77		09/10/18
General Counsel and Company Secretary		71,900		—			—		1.81		06/25/19
General Counsel and Company Secretary		34,743		11,582	⁽³⁾		—		3.45		07/22/20
		30,000		30,000	⁽³⁾		—		5.05		07/21/21
		11,000		33,000	⁽³⁾		—		2.14		07/18/22
		—		70,000	⁽³⁾		—		3.51		07/23/23

Leonard S. Ross		40,000		—			—		2.85		09/11/18
Vice President, Finance		50,000		—			—		1.81		06/25/19
		17,850		5,950	⁽⁴⁾		—		3.45		07/22/20
		12,500		12,500	⁽⁴⁾		—		5.05		07/21/21
		6,000		18,000	⁽⁴⁾		—		2.14		07/18/22
		—		40,000	⁽⁴⁾		—		3.51		07/23/23

(1)	The option numbers represent options to acquire shares of common stock.

(2)

Dr. Ashton’s unexercisable options vest and become exercisable as follows: 21,845 on July 22, 2014, 67,500 in two equal annual installments commencing July 21, 2014, 78,000 in three equal annual installments commencing July 18, 2014 and 185,400 in four equal annual installments commencing July 23, 2014. These options also vest on involuntary termination without cause and voluntary termination for good reason as described below.

(3)

Ms. Freedman’s unexercisable options vest and become exercisable as follows: 11,582 on July 22, 2014, 30,000 in two equal annual installments commencing July 21, 2014, 33,000 in three equal annual installments commencing July 18, 2014 and 70,000 in four equal annual installments commencing July 23, 2014. These options also vest on involuntary termination without cause and voluntary termination for good reason as described below.

(4)

Mr. Ross’s unexercisable options vest and become exercisable as follows: 5,950 on July 22, 2014, 12,500 in two equal annual installments commencing July 21, 2014, 18,000 in three equal annual installments commencing July 18, 2014 and 40,000 in four equal annual installments commencing July 23, 2014. These options also vest on involuntary termination without cause and voluntary termination for good reason as described below.

Option Exercises and Stock Vested

The following table sets forth information regarding the number and value of stock options exercised and the number and value of restricted stock units vested during fiscal 2014 for each of our Named Executive Officers.


Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise (1)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting
Paul Ashton		30,000	$	86,448		—	$	—
Lori Freedman		23,100		50,875		—		—
Leonard Ross		—		—		—		—

(1)	Value realized on exercise of options calculated based upon the difference between the selling price of the shares of common stock underlying the options on the date of exercise and the option exercise price.

Pension Benefits

We do not have any qualified or non-qualified defined benefit plans.

Non-qualified Deferred Compensation

We do not have any non-qualified defined contribution plans or other deferred compensation plans.

Potential Payments upon Termination or Change in Control

Dr. Ashton, Ms. Freedman and Mr. Ross have contracts with us that provide for potential payments in connection with termination by us without cause or resignation for good cause. If the severance provisions in these contracts had been triggered on June 30, 2014, Dr. Ashton, Ms. Freedman and Mr. Ross would have been entitled to payments in the following amounts:


Triggering Event / Payment	Paul Ashton^(1)(2)(3)		Lori Freedman⁽²⁾⁽³⁾		Leonard S. Ross⁽²⁾⁽³⁾
Termination without Cause / Constructive Termination
Salary	$	450,000	$	330,028	$	180,437
Bonus		247,500		246,088		72,175
Medical / Life / Disability Insurance		25,061		24,725		25,881
Acceleration of Unvested Option Awards		115,113		49,033		26,796

Total	$	837,674	$	649,874	$	305,289

Change in Control followed by Termination
Salary	$	450,000	$	330,028	$	240,583
Bonus		247,500		246,088		156,130
Medical / Life / Disability Insurance		25,061		24,725		25,881
Acceleration of Unvested Option Awards		344,924		141,008		78,096

Total	$	1,067,485	$	741,849	$	500,690

(1)

The above table does not take into account up to $800,000 that Dr. Ashton could receive if we exercised our right under our non-competition agreement with Dr. Ashton to require him not to compete with us for a period of up to 24 months. Any severance or other payments owed to Dr. Ashton in connection with the termination of his employment as described in his non-competition agreement would result in a dollar-for-dollar reduction in the amount paid to Dr. Ashton under this non-competition agreement.

(2)

The above table assumes lump-sum payments for one year of medical, dental, life and disability insurance premiums for Dr. Ashton, Ms. Freedman and Mr. Ross, and does not take into account potential increases in insurance premiums. The table also assumes that Dr. Ashton, Ms. Freedman and Mr. Ross would elect their current coverages under our employee benefit plans and would not obtain coverage from another employer. For purposes of quantifying medical, dental, life and disability insurance benefits, we have used the assumptions used for financial reporting purposes under generally accepted accounting principles.

(3)	The above table values the acceleration of unvested in-the-money option awards using the spread between (i) the relevant option exercise price and (ii) the closing price of our common stock on NASDAQ on June 30, 2014, which was $4.34.

The severance arrangements of each of our Named Executive Officers as of June 30, 2014 are further described in the following paragraphs.

Paul Ashton

Termination of Dr. Ashton’s employment by us without cause, or by Dr. Ashton with good cause, would require us to pay severance to Dr. Ashton. Dr. Ashton would be entitled to a lump sum payment equal to 100% of his current annual salary plus the pro rata portion of his bonus for the year of such termination, calculated on the assumption that all targets and formulas for determining such bonus had been met, or, if no such targets or formulas had been established, the maximum bonus for which he was eligible during the prior year calculated on the same assumption. The bonus payable would be reduced by any bonus payments relating to services performed in the year in which termination occurred (1) that already had been paid or were payable as of the date of termination or (2) that were not earned because of the failure to achieve targets or formulas that were no longer able to be achieved. The bonus payable also would exclude any bonus paid or payable in the year in which termination occurred with respect to services rendered in a prior year. We also would be required to provide Dr. Ashton with medical, life and disability insurance benefits for a period of one year if he elected coverage. Additionally, with respect to options held by Dr. Ashton, any unvested portion that would have vested as of the first anniversary following the date of his termination by us without cause or by Dr. Ashton with good cause (other than within 24 months of a change in control) would vest upon any such termination, and such options would remain exercisable until the earlier of (i) three months thereafter and (ii) the applicable option expiration date. Upon any such termination within 24 months of a change in control, any unvested portion of options held by Dr. Ashton would vest and become exercisable upon such termination, and such options would remain exercisable until the earlier of (i) one year thereafter and (ii) the applicable option expiration date. Termination by us for cause, or by Dr. Ashton without good cause, would not require us to pay any severance to Dr. Ashton.

Dr. Ashton has a separate non-competition agreement with us. Under this agreement, following a termination by us for cause, or by Dr. Ashton without good cause, Dr. Ashton would be required not to engage in certain activities that would be in competition with us for a period of twelve months from the date of termination. No additional consideration is required to be paid by us for this period. We could at our option extend this period for an additional twelve months, in which case we would be required to pay Dr. Ashton an amount equal to his annual base salary as of the date of termination in twelve equal installments over the course of the additional twelve-month period.

Under Dr. Ashton’s non-competition agreement, following a termination by us without cause, or by Dr. Ashton for good cause, we would have the option to prevent him from engaging in certain activities that would be in competition with us for a period of up to twenty-four months from the date of such termination. In exchange, we would pay Dr. Ashton an amount equal to 1/24th of $800,000 for each month in the period specified. Any amounts received by Dr. Ashton pursuant to his severance arrangement with us would reduce the amount that we were required to pay under his non-competition agreement on a dollar-for-dollar basis.

Lori Freedman

Termination of Ms. Freedman’s employment by us without cause, or by Ms. Freedman with good cause, would require us to pay severance to Ms. Freedman. Ms. Freedman would be entitled to a lump sum payment

equal to the sum of (1) 100% of current annual salary, (2) an amount equal to the greater of the prior year’s bonus and the bonus for the year preceding that year and (3) a pro rata portion of the current year’s bonus, calculated on the assumption that all targets and formulas for determining such bonus had been met, or, if no such targets or formulas were established, calculated as a pro rata portion of the prior year’s bonus. This lump sum payment may be made either in cash, or, at our election, 50% in cash and 50% in stock. We also would be required to provide medical, life and disability benefits to Ms. Freedman for a period of one year if she so elected. Additionally, with respect to options held by Ms. Freedman, any unvested portion that would have vested as of the first anniversary following the date of her termination by us without cause or by Ms. Freedman with good cause (other than within 24 months of a change in control) would vest upon any such termination, and such options would remain exercisable until the earlier of (i) three months thereafter and (ii) the applicable option expiration date. Upon any such termination within 24 months of a change in control, any unvested portion of Ms. Freedman’s options would vest and become exercisable upon such termination, and such options would remain exercisable until the earlier of (i) one year thereafter and (ii) the applicable option expiration date. Termination by us for cause or by Ms. Freedman without good cause would not require us to pay any severance to Ms. Freedman.

Leonard S. Ross

Termination of Mr. Ross’ employment by us without cause, or by Mr. Ross with good cause, would require us to pay severance to Mr. Ross. Upon any such termination (other than within 24 months of a change of control), provided that at the Company’s election Mr. Ross remains an employee for up to nine months after notifying the Company of a good cause termination, Mr. Ross would be entitled to a lump sum payment equal to the sum of (1) 75% of current annual salary and (2) a pro rata portion of the current year’s bonus, calculated based on the period from the commencement of the fiscal year until the termination date and further calculated on the assumption that all targets and formulas for determining such bonus had been met, or, if no such targets or formulas were established, calculated as a pro rata portion of the prior year’s bonus. We also would be required to provide medical, life and disability benefits to Mr. Ross for a period of one year if he so elected. Additionally, with respect to all options held by Mr. Ross, any unvested portion that would have vested as of the first anniversary following the date of his termination by us without cause or by Mr. Ross with good cause would vest upon any such termination, and such options would remain exercisable until the earlier of (i) three months thereafter and (ii) the applicable option expiration date.

In the event of any such termination within 24 months of a change in control, Mr. Ross would be entitled to a lump sum payment equal to the sum of (1) 100% of current annual salary, (2) an amount equal to the prior year’s bonus and (3) a pro rata portion of the current year’s bonus, calculated based on the period from the commencement of the fiscal year until the termination date and further calculated on the assumption that all targets and formulas for determining such bonus had been met, or, if no such targets or formulas were established, calculated as a pro rata portion of the prior year’s bonus, as well as medical, life and disability benefits to Mr. Ross for a period of one year if he so elected. In addition, upon any such termination within 24 months of a change in control, any unvested portion of Mr. Ross’ options would vest and become exercisable upon such termination, and such options would remain exercisable until the earlier of (i) one year thereafter and (ii) the applicable option expiration date. Termination by us for cause or by Mr. Ross without good cause would not require us to pay any severance to Mr. Ross.

Director Compensation

The following table and footnotes provide information regarding the compensation paid to our non-executive directors for the fiscal year ended June 30, 2014:


Name	Fees Earned or Paid in Cash ($)		Option Awards($)⁽¹⁾⁽²⁾		All Other Compensation		Total ($)
David J. Mazzo		70,000		97,486		—		167,486
James Barry		—		—		—		—
Michael Rogers		68,000		64,991		—		132,991
Peter G. Savas		59,600		64,991		—		124,591
Douglas Godshall		48,278		64,991		—		113,269
Paul Hopper(3)		28,729		64,991		—		93,720

(1)

Amounts reflect the grant date fair values of fiscal 2014 option awards as determined in accordance with FASB ASC Topic 718 and using a Black-Scholes valuation model. The underlying valuation assumptions for equity awards are further disclosed in Note 10 of the audited financial statements filed with our Annual Report on Form 10-K for fiscal 2014.

(2)	The following table shows the number of outstanding shares underlying outstanding options held by our non-executive directors as of June 30, 2014.


Name	Outstanding Option Awards
David J. Mazzo		345,000
James Barry		—
Michael Rogers		250,000
Peter G. Savas		210,000
Douglas Godshall		100,000

(3)	Mr. Hopper resigned from the Board effective January 17, 2014.

For fiscal 2014, our compensation arrangements for non-executive directors were:

•

annual retainer fee of $60,000 for the Board chair and $40,000 for each other Board member;

•

annual retainer fee of $15,000 for the chair and $5,000 for each other member of the Audit and Compliance Committee;

•

annual retainer fee of $10,000 for the chair and $4,000 for each other member of the Compensation Committee;

•

annual retainer fee of $7,500 for the chair and $2,000 for each other member of the Governance and Nominating Committee;

•

in the event a director attends more than twelve committee meetings, meeting attendance fees of $1,000 for each Board and committee meeting attended thereafter; and

•

initial grant of an option to purchase 60,000 shares for a new director and annual grants of options to purchase 45,000 shares for the Board chair and 30,000 shares for other directors, subject to stockholder approval, and prorated for period of service.

Dr. Ashton received no additional compensation for serving as a director.

Compensation for non-executive directors for fiscal 2015 is:

•

annual retainer fee of $60,000 for the Board chair and $40,000 for each other Board member;

•

annual retainer fee of $20,000 for the chair and $8,000 for each other member of the Audit and Compliance Committee;

•

annual retainer fee of $12,000 for the chair and $6,000 for each other member of the Compensation Committee;

•

annual retainer fee of $8,000 for the chair and $4,000 for each other member of the Governance and Nominating Committee;

•

in the event a director attends more than twelve committee meetings, meeting attendance fees of $1,000 for each Board and committee meeting attended thereafter; and

•

initial grant of an option to purchase 40,000 shares for a new director and annual grants of options to purchase 30,000 shares for the Board chair and 20,000 shares for other directors (prorated for period of service), all subject to stockholder approval.

PROPOSAL 2: APPROVAL OF OPTION GRANT TO CEO

The Compensation Committee provides annual equity incentives to our executive officers as part of their annual compensation. The Compensation Committee granted Dr. Ashton an option to purchase 245,000 shares of common stock under the 2008 Incentive Plan on the terms detailed below, subject to stockholder approval. The Committee determined the amount and terms of the grant with advice from its independent compensation consultant Radford and considered peer group and survey information as well as the Company’s performance against fiscal 2014 Corporate Goals and Dr. Ashton’s individual performance. The award was designed to reward Dr. Ashton’s performance in fiscal 2014, to incentivize his future performance and to promote his retention. Because Dr. Ashton is a director, ASX Listing Rules require stockholder approval of his option grant.

The Company has made the option grant subject to stockholder approval and will issue the option certificate within one month of stockholder approval. The option grant to Dr. Ashton will not have any effect upon the rights of existing security holders, except a potential reduction of each existing security holder’s percentage ownership in pSivida of up to approximately 0.83% of such security holder’s percentage ownership.

The Board recommends that you vote FOR proposal 2, the approval of the option grant to Dr. Ashton.

Material Terms of the Proposed Grant

Dr. Ashton’s option has an exercise price of $4.47 per share, equal to the closing price on NASDAQ of a share of our common stock on July 15, 2014, the date of grant. The option vests and becomes exercisable in four equal installments on the first through fourth anniversaries of the date of grant. This option, if not earlier forfeited, expires on the tenth anniversary of the date of grant.

If Dr. Ashton’s employment were terminated by reason of an involuntary termination without cause or a voluntary termination for good cause, any unvested portion of the option granted to him that would have vested as of the first anniversary of the employment termination instead would vest immediately prior to the employment termination and remain exercisable until the earlier of (i) three months thereafter and (ii) the applicable option expiration date. If Dr. Ashton’s employment were terminated within 24 months after a change of control by reason of an involuntary termination without cause or a voluntary termination for good cause, the option granted to him automatically would vest and remain exercisable until the earlier of (i) one year following such termination and (ii) the option expiration date. The option is subject to the terms of the 2008 Incentive Plan.

The proposed grant is being issued for no cash consideration and there are no loans being made in relation to the proposed grant.

PROPOSAL 3: APPROVAL OF OPTION GRANTS TO NON-EXECUTIVE DIRECTORS

The Compensation Committee has granted, subject to stockholder approval, options to our five non-executive directors under the 2008 Incentive Plan in the amount of 30,000 shares for David J. Mazzo, the chairman of our Board, 20,000 shares of common stock for each of Douglas Godshall, Michael Rogers and Peter G. Savas and 40,000 shares of common stock for James Barry.

The Compensation Committee has determined that an initial grant to new directors of an option to purchase 40,000 shares and an annual grant to existing directors of an option to purchase 20,000 shares are appropriate to retain high-quality directors and are consistent with competitive director equity compensation in peer companies. The Compensation Committee further has determined that the larger option grant of 30,000 shares to the chairman of the Board is appropriate to reflect the additional contribution and time commitment of that role. In determining each of these option grants, the Compensation Committee sought the advice of compensation consulting firm Radford and considered peer group and survey information. Option grants to directors require stockholder approval under ASX Listing Rules.

The Company has made these option grants subject to stockholder approval and will issue the option certificates within one month of stockholder approval. The option grants will not have any effect upon the rights of existing security holders, except a potential reduction of each existing security holder’s percentage ownership in pSivida of up to approximately 0.44% of such security holder’s percentage ownership.

The option grants are independent of one another, and each proposal will be voted on separately as follows:

•

Proposal 3.1 – grant of options to James Barry

•

Proposal 3.2 – grant of options to Douglas Godshall

•

Proposal 3.3 – grant of options to Michael Rogers

•

Proposal 3.4 – grant of options to Peter G. Savas

•

Proposal 3.5 – grant of options to David J. Mazzo

The Board recommends that you vote FOR proposals 3.1, 3.2, 3.3. 3.4 and 3.5, the approval of the option grants to each of Dr. Barry, Mr. Godshall, Mr. Rogers, Mr. Savas and Dr. Mazzo.

Material Terms of the Option Grants

The option grant to Dr. Barry is an initial new director grant of an option to purchase 40,000 shares at an exercise price of $4.77 per share, equal to the closing price on NASDAQ of a share of our common stock on September 8, 2014, the date of his election and the date of grant. This option vests and becomes exercisable in three equal annual installments commencing September 8, 2015, and expires on the tenth anniversary of the date of grant. The option grants to Mr. Godshall, Mr. Rogers, Mr. Savas and Dr. Mazzo each have an exercise price of $4.47 per share, equal to the closing price on NASDAQ of a share of our common stock on July 15, 2014, the date of grant. These options vest and become exercisable on July 15, 2015, the first anniversary of the date of grant, and expire on the tenth anniversary of the date of grant.

If a director’s Board service is terminated after a change of control, the option granted to that director automatically vests and remains exercisable until the earlier of (i) one year following such termination and (ii) the option expiration date. The options are subject to the terms of the 2008 Incentive Plan.

The proposed grants are being issued for no cash consideration. There are no loans being made in relation to the proposed grants, and no directors or associates of directors have received securities under the pSivida Corp. 2008 Incentive Plan since the last grants approved by stockholders (which were options to our four non-executive directors under the 2008 Incentive Plan in the amount of 45,000 shares for Dr. Mazzo and 30,000 shares for each of Mr. Rogers, Mr. Savas and Mr. Godshall).

PROPOSAL 4: RATIFICATION OF ISSUANCE OF

COMMON STOCK IN MARCH 2014 REGISTERED DIRECT OFFERING AND UNDER THE COMPANY’S ATM

Background

On March 17, 2014, we issued 1,700,000 shares of our common stock to funds affiliated with RA Capital for gross proceeds of approximately $7.0 million in a registered direct offering for which Northland Securities, Inc. acted as placement agent. During the period from December 20, 2013 to December 31, 2013, we sold 381,562 shares of our common stock for gross proceeds of approximately $1.5 million under our at-the-market (ATM) facility to buyers on NASDAQ, where the issuance was made to fill an on market transaction on NASDAQ. The price per share was determined by the prevailing market price on NASDAQ during the period December 20-31, 2013, which was in the range of $3.91 to $4.03 per share with a weighted average price of $3.98. The ATM facility was operated by MLV & Co. LLC. We intend to use the net proceeds from these offerings to fund the clinical development of Medidur for posterior uveitis, to fund our other research and development programs, including Tethadur, to fund working capital and for other general corporate purposes. We are seeking the approval of our stockholders for the purpose of ratifying the issuance of these shares pursuant to ASX Listing Rule 7.4.

ASX Listing Rules

ASX Listing Rule 7.1 prohibits, subject to certain exceptions, the issuance of securities or an agreement for the issuance of securities that would represent more than 15% of a company’s shares of common stock on issue 12 months prior to the date of issue or agreement to issue such shares, without the prior approval of the company’s stockholders. The total shares issued in the March 2014 registered direct offering and under our ATM facility were within the 15% limitation imposed under ASX Listing Rule 7.1, and accordingly, we did not need stockholder approval for their issuance.

ASX Listing Rule 7.4 provides an exception to ASX Listing Rule 7.1. This rule provides that where a company in an annual meeting approves a previous issue of securities (made without stockholder approval under ASX Listing Rule 7.1), those securities will be excluded from the calculation of the number of securities that may be issued in any 12-month period within the 15% limit set out in ASX Listing Rule 7.1.

We are seeking stockholder approval under ASX Listing Rule 7.4 to ratify our issuance of the shares issued in the March 2014 registered direct offering and under our ATM facility during the period December 20-31, 2013. If approved, these securities will be excluded from the calculation of the number of securities that can be issued by us in the forthcoming 12 month period under ASX Listing Rule 7.1, therefore providing us with flexibility to issue additional CDIs or shares of common stock in the next 12 months, if the Board considers it to be in the interests of the company and its stockholders to do so.

In accordance with ASX Listing Rule 7.5, in addition to the information set out above, the following information is provided in relation to this proposal:

March 2014 Registered Direct Offering

•

We issued 1,700,000 shares of common stock in the March 2014 registered direct offering pursuant to a registration statement filed with the U.S. Securities and Exchange Commission.

•

Each share was sold at a negotiated price of $4.11 per share for total proceeds of $6,987,000.

•

The shares were issued to institutional investors that were funds affiliated with RA Capital.

•

The shares issued rank equally with all other shares of our common stock.

Sales of Common Stock under our ATM facility

•

We sold 381,562 shares of common stock under our ATM facility during the period December 20-31, 2013, pursuant to a registration statement filed with the U.S. Securities and Exchange Commission.

•

The price per share was determined by the prevailing market price on NASDAQ, which was in the range of $3.91 to $4.03 per share with a weighted average price of $3.98, for total gross proceeds of $1,518,488.

•

The shares were issued to fill an on market transaction on NASDAQ to purchasers that had placed orders on NASDAQ to purchase shares of our common stock.

•

The shares issued rank equally with all other shares of our common stock.

The March 2014 registered direct offering and the sale of stock under our ATM facility are independent of one another, and each proposal will be voted on separately as follows:

•

Proposal 4.1 – ratify the March 2014 issuance and sale of 1,700,000 shares of common stock

•

Proposal 4.2 – ratify the sales of common stock under our ATM facility during the period December 20-31, 2013

Dissenters’ Rights

Under Delaware law, you are not entitled to dissenters’ or appraisal rights in connection with this proposal.

The Board recommends that you vote FOR proposals 4.1 and 4.2, the approval of the issuance of common stock in the March 2014 registered direct offering and under the Company’s ATM facility during the period December 20-31, 2013.

PROPOSAL 5: ADVISORY VOTE ON EXECUTIVE COMPENSATION

As required under Section 14A of the Exchange Act, the Board of Directors is submitting a “say on pay” proposal for stockholder consideration. While the vote on executive compensation is nonbinding and advisory, the Board and the Compensation Committee value the opinion of our stockholders, and to the extent there is any significant vote against the executive officer compensation as disclosed in this proxy statement, we will consider our stockholders’ concerns and evaluate what actions may be appropriate to address those concerns. The Company’s current policy is to provide shareholders with an opportunity to approve the compensation of our Named Executive Officers each year at the annual meeting of shareholders. It is expected that the next such vote will occur at the 2015 annual meeting of shareholders.

Executive compensation is an important matter for stockholders. The core of the Company’s executive compensation philosophy and practice is weighted to at-risk incentive compensation earned on the basis of performance and continues to balance elements of compensation to incentivize performance and promote retention. We believe our executive officers are compensated in a manner consistent with our strategy, competitive practice, sound corporate governance principles, and stockholder interests and concerns. Compensation of our executive officers takes into account Company performance, individual contribution and peer compensation and is designed to enable the Company to attract and retain talented and experienced senior executives to lead the Company successfully in a competitive environment.

The compensation of our Named Executive Officers is described starting on page 13 of this Proxy Statement, which includes the Compensation Discussion and Analysis, or CD&A. The CD&A provides additional details on executive compensation, including the Company’s compensation philosophy and objectives, and the fiscal 2014 compensation of our Named Executive Officers.

The Company is asking stockholders to vote on the following resolution:

“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of our Named Executive Officers as disclosed in the proxy statement for the 2014 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission (which disclosure includes the Compensation Discussion and Analysis, the Summary Compensation Table for fiscal 2014, and the other related tables and disclosures).”

The Board of Directors unanimously recommends stockholders vote, on an advisory basis, FOR the Company’s 2014 executive compensation.

PROPOSAL 6: RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit and Compliance Committee has appointed Deloitte & Touche LLP to serve as our independent registered public accounting firm and to audit our financial statements and our internal control over financial reporting for fiscal 2015. Although ratification is not required, we are seeking stockholder approval of the selection as a matter of good corporate practice. If stockholders do not ratify the appointment, then the Audit and Compliance Committee will consider whether it is appropriate to select a different independent registered public accounting firm or to continue Deloitte’s appointment as our independent registered public accounting firm. Even if stockholders do ratify the appointment, the Audit and Compliance Committee in its discretion may select a different independent registered public accounting firm at any time during the year, if the Audit and Compliance Committee determines that such a change would be in our and our stockholders’ best interests.

Deloitte was our independent registered public accounting firm for fiscal 2014. Deloitte is expected to have a representative present at the Annual Meeting to answer appropriate questions and to make a statement if he or she desires.

The Board recommends that you vote FOR ratification of Deloitte’s appointment as the independent registered public accounting firm.

The following table sets forth the total fees paid to Deloitte and its affiliates with respect to the fiscal 2014 and 2013:


	Fiscal Year Ended June 30,
	2014		2013
	(In thousands)
Audit fees	$	391	$	340
Audit-related fees⁽¹⁾		129		84
Tax fees⁽²⁾		51		47
All other fees⁽³⁾		2		2

	$	573	$	473

(1)

These are fees for assurance and related services that are reasonably related to performance of the audit and review of our financial statements, and which are not reported under “Audit Fees”. These services in fiscal 2014 were related to our underwritten public offering in July 2013, consummation of our ATM facility in December 2013 and our registered direct offering in March 2014. These services in fiscal 2013 were related to our registered direct share offering in August 2012 and attestation services as required for consents to registration statement filings with the Securities and Exchange Commission.

(2)	Tax fees paid to Deloitte for fiscal 2014 and 2013 related to the preparation of various corporate tax returns as well as tax advice.

(3)	All other fees relate to a subscription to Deloitte’s on-line accounting research database.

Our policies require the Audit and Compliance Committee to pre-approve all audit and permitted non-audit services provided by the independent registered public accounting firm, including engagement fees and terms. The Audit and Compliance Committee may delegate pre-approval authority to one or more of its members, who will report any pre-approval decisions to the full committee at its next scheduled meeting, but may not delegate pre-approval authority to members of management. The Audit and Compliance Committee may approve only those non-audit services classified as “all other services” that it believes to be routine and recurring services, to be consistent with SEC rules and to not impair the auditor’s independence with respect to pSivida. The Audit and Compliance Committee reviewed and pre-approved all audit services and permitted non-audit services performed during fiscal 2014 and 2013.

INFORMATION ABOUT STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS

If a stockholder intends to present a proposal at the 2015 Annual Meeting and wishes the proposal to be included in the proxy materials for that meeting, we must receive a written copy of the proposal by no later than Ju1y 1, 2015.

If a stockholder intends to nominate one or more persons for election as a director or present any other proposal at the 2015 Annual Meeting that is not to be included in the proxy materials for that meeting, we must receive written notice of the nomination or proposal by no later than September 14, 2015.

We reserve the right to reject, rule out of order or take other appropriate action with respect to any proposal that does not comply with the foregoing requirements and with the SEC regulations regarding stockholder proposals.

ADDITIONAL INFORMATION

Voting Requirements and Proxies

Nominees receiving a plurality of votes properly cast for the election of directors (proposals 1.1-1.6) will be elected directors. All other proposals require approval of a majority of votes properly cast on the respective proposals.

If you vote by Internet, telephone or mail, the person whom you have named proxy will vote your shares in accordance with your instructions. If you vote by Internet, telephone or mail without providing instructions as to how your vote should be cast, the person whom you have named as proxy will vote in favor of election of all directors and in favor of the other proposals contained in this proxy statement. However, if your shares are held by a broker or nominee and you do not instruct the broker or nominee, your shares may be counted for purposes of a quorum for the meeting, but the broker or nominee will vote your shares only with respect to ratification of the appointment of the independent registered public accounting firm (proposal 6) and will not vote your shares with respect to the election of directors (proposals 1.1, 1.2, 1.3, 1.4, 1.5 and 1.6), approval of annual option grant to the CEO (proposal 2), approval of option grants to the non-executive directors (proposals 3.1, 3.2, 3.3, 3.4 and 3.5), ratification of the issuance and sale of shares to purchase common stock in March 2014 and under the Company’s ATM facility (proposals 4.1 and 4.2) or advisory vote on executive compensation (proposal 5), and these broker non-votes will not affect the outcome of these votes. Abstentions will be counted for purposes of determining the quorum for the meeting but will not affect the outcome of the vote on any proposal. If any other matters are properly presented for voting at the Annual Meeting, the person whom you have named as proxy will have discretionary authority to vote in accordance with his or her own judgment, including the authority to vote to adjourn the meeting. The person named as proxy will be able to vote your shares as described above at postponed or adjourned meetings.

Voting Exclusion Statement

We will disregard any votes cast on proposals 2, 3.1, 3.2, 3.3, 3.4 and 3.5 by any of the directors and any of their associates and on proposal 4.1 by stockholders who participated in the March 2014 registered direct offering and any of their associates and on proposal 4.2 by stockholders who to the Company’s knowledge purchased shares under the Company’s ATM facility during the period December 20-31, 2013. We will not disregard a vote, however, if it is cast (1) by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or (2) by the person chairing the Annual Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Other Business

At the time of mailing this proxy statement, we do not know of any other matter that properly may come before the Annual Meeting, and do not intend to present any other matter. However, if any other matters properly come before the meeting or any adjournment, the persons named as proxies will be able to vote on those matters in accordance with their own judgment.

If there are insufficient votes to approve the proposals, your proxy may be voted by the persons named in the proxy to adjourn the Annual Meeting in order to solicit additional proxies in favor of the approval of such proposals. If the Annual Meeting is adjourned or postponed for any purpose, at any subsequent reconvening of the meeting your proxy will be voted in the same manner as it would have been voted at the original convening of the Annual Meeting unless you withdraw or revoke your proxy. Your proxy may be voted in this manner even though it may have been voted on the same or any other matter at a previous session of the Annual Meeting.

Proxy Solicitation

We will bear the cost of soliciting proxies. We have engaged Georgeson Inc. to assist in soliciting proxies by personal interview, mail, telephone, facsimile or other electronic means of communication for a fee of $8,500, plus expenses. In addition, our directors, officers and employees may solicit proxies in like manner. These persons will not receive any additional or special compensation for their solicitation services.

DIRECTIONS TO ANNUAL MEETING

From the North

Take I-95/MA-128 South to Exit 27A (Totten Pond Road). Merge onto Winter Street. Turn right onto 3^rd Avenue. Turn left onto 4^th Avenue. Turn left.

From the West

Take I-90/Massachusetts Turnpike East to I-95/MA-128 North. Take Exit 27A-B. Merge onto Third Avenue. Turn left onto 4^th Avenue. Turn left.

From the East (Boston Logan International Airport)

Follow the signs to the Ted Williams Tunnel then to I- 90 West to I-95/MA128 North. Take Exit 27A-B. Merge onto Third Avenue. Turn left onto 4^th Avenue. Turn left.

From the South

Take Route 84 East to I-90/Massachusetts Turnpike to I-95/MA128 North. Take Exit 27A-B. Merge onto Third Avenue. Turn left onto 4^th Avenue. Turn left.

Parking

Both self-parking and valet parking are available at the hotel.



		Electronic Voting Instructions Available 24 hours a day, 7 days a week! Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Proxies submitted by Internet or telephone must be received by 1:00 a.m., Eastern Time, on December 11, 2014.
			Vote by Internet
			•	Go to www.envisionreports.com/PSDV
			•	Or scan the QR Code with your smartphone.
			•	Follow the steps outlined on the secure website.
			Vote by telephone
			•	Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone.
Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas.	x		•	Follow the instructions provided by the recorded message.

q IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q


A		Proposals — The Board of Directors recommends a vote FOR all of the nominees listed and FOR proposals 2 – 6.

Election of Directors:

⁺

For

Withhold

For

Withhold

For

Withhold

01 – David J. Mazzo

02 – Paul Ashton

03 – Douglas Godshall

04 – James Barry

05 – Michael Rogers

06 – Peter G. Savas

For

Against

Abstain

Approval of stock option grant to CEO Paul Ashton.

Approval of stock option grant to the following non-executive directors:

For

Against

Abstain

For

Against

Abstain

For

Against

Abstain

01 – James Barry

02 – Douglas Godshall

03 – Michael Rogers

04 – Peter G. Savas

05 – David J. Mazzo

For

Against

Abstain

For purposes of ASX Listing Rule 7.4,.

01 – to ratify the March 2014 issuance and sale of 1,700,000 shares of common stock

02 – to ratify the December 20 – 31, 2014 sales of common stock under our ATM facility

For

Against

Abstain

Approval on an advisory basis of pSivida Corp.’s 2014 executive compensation

Ratification of the appointment of Deloitte & Touche LLP.

For

Against

Abstain

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on December 11, 2014: The proxy statement and the Annual Report for our fiscal year ended June 30, 2014 are available at www.edocumentview.com/PSDV for street holders and www.envisionreports.com/PSDV for registered holders.

IF VOTING BY MAIL, YOU MUST COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD.

2014 Annual Meeting Admission Ticket

2014 Annual Meeting of

pSivida Corp. Stockholders

Wednesday, December 11, 2014, 10 a.m. (EST)

Waltham Westin Hotel,

Cambridge Room,

70 Third Avenue, Waltham, Massachusetts 02451

Upon arrival, please present this admission ticket

and photo identification at the registration desk.

You may obtain directions to the Annual Meeting

by calling our office at (617) 972-6235 or

e-mailing our office at afandel@psivida.com

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on December 11, 2014: The proxy statement and the Annual Report for our fiscal year ended June 30, 2014 are available at www.edocumentview.com/PSDV for street holders and www.envisionreports.com/PSDV for registered holders.

q IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q

Proxy — pSivida Corp.

Notice of 2014 Annual Meeting of Stockholders

Proxy Solicited by the Board of Directors for the Annual Meeting of Stockholders — December 11, 2014

The undersigned hereby appoints David J. Mazzo and Lori Freedman, and each of them, each with the full power of substitution, as proxies to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Stockholders of pSivida Corp. to be held on Thursday, December 11, 2014 or at any postponement or adjournment thereof.

Shares represented by this proxy will be voted in the manner directed by the stockholder. If no such directions are indicated, each of the Proxies will have authority to vote FOR the election of all nominees, and FOR proposals 2, 3.1, 3.2, 3.3, 3.4, 3.5, 4.1, 4.2, 5 and 6.

In his or her discretion, each of the Proxies is authorized to vote upon such other business as may properly come before the meeting.

(Items to be voted appear on reverse side.)


B		Non-Voting Items


Change of Address — Please print your new address below.	Comments — Please print your comments below.	Meeting Attendance
		Mark the box to the right if you plan to attend the Annual Meeting.	¨


C		Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below

Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian or custodian, please give full title.


Date (mm/dd/yyyy) — Please print date below.	Signature 1 — Please keep signature within the box.	Signature 2 — Please keep signature within the box.
/ /


¢		IF VOTING BY MAIL, YOU MUST COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD.		+