DEF 14A of EyePoint, Inc., Apr 28, 2025

DEF 14A of EyePoint, Inc.

Filed Apr 28, 2025 · FY20240000950170-25-059290

Open on EDGAR

  1. DIRECTORS AND EXECUTIVE OFFICERS

    DIRECTORS AND EXECUTIVE OFFICERS

  2. Directors and Director Nominees

    Directors and Director Nominees Our Board consists of nine (9) directors. The term of each director expires each year at our Annual Meeting of Stockholders. Each director also continues to serve as a director until his or her successor is duly elected and qualified, or until he or she sooner dies, resigns, or is removed. The following table sets forth the name, age, director service period and position of each of our current directors and director nominees as of April 23, 2025:

  3. Directors and Director Nominees

    | Name | Age | Position | Director Since | | Göran Ando, M.D. | 76 | Chair of the Board of Directors | 2018 | | Jay S. Duker, M.D. | 66 | President, Chief Executive Officer and Director | 2016-2020, 2023 | | Nancy Lurker | 67 | Vice Chair of the Board of Directors | 2016 | | John B. Landis, Ph.D. | 72 | Director | 2018 | | Wendy DiCicco | 57 | Director | 2019 | | Karen Zaderej | 63 | Director | 2022 | | Stuart Duty | 60 | Director | 2023 | | Fred Hassan | 79 | Director | 2024 | | Reginald J. Sanders, M.D. | 66 | Director | 2025 |

  4. Directors and Director Nominees

    Set forth below for each director standing for election at the Annual Meeting is a list of Board Committee memberships and a description of his or her business experience, qualifications, education and skills that led our Board to conclude that such individual should serve as a member of our Board: Göran Ando, M.D. Chair of the Board and the Governance and Nominating Committee, member of the Compensation Committee and the Science Committee Dr. Ando has had a distinguished career in the global pharmaceutical industry that has spanned nearly four decades. He began his career at Pfizer, Inc., where he held several senior clinical positions both in the U.S. and in Europe. Dr. Ando also served as President of the Astra Research Centre. He held various senior appointments at GlaxoSmithKline plc, including Research and Development Director for Glaxo Group Research. Dr. Ando then joined Pharmacia AB in 1995 as Executive Vice President and Deputy Chief Executive Officer to lead Research and Development with additional responsibilities for manufacturing, information technology, business development, and M&A. During his nine-year tenure as Head of Research and Development at Pharmacia/Pharmacia & Upjohn, 17 new drugs were approved by the FDA prior to Pharmacia’s acquisition by Pfizer for $60 billion. Dr. Ando retired in 2018 as Chairman of Novo Nordisk A/S and previously served as the Chief Executive Officer of Cell Tech Group PLC from 2003 to 2005. He currently serves as Chairman of the Board for Nouscom A/G (a private company in Switzerland) and Nanexa AB (a public company listed on the Swiss Exchange). Previously, he has served as Chairman of the Board for several European-based biopharmaceutical companies, and, until April 2020, he served as a board member of Molecular Partners (a public company listed on the Swiss exchange). He served as a Senior Advisor at EW Healthcare Partners from 2007 to July 2021. From December 2020 to December 2022, Dr. Ando served as a Director of the Board for Selecta Bio (NASDAQ: SELB). Dr. Ando received his Bachelor of Arts degree from Uppsala University in Sweden and Doctor of Medicine degree from Linköping University in Sweden. We believe Dr. Ando is qualified to serve as Chair of our Board because his strong record of leadership as an executive officer and director in the life sciences industry affords him a deep understanding of the industry and corporate setting in which we operate and allows him to impart his substantial expertise in the fields of manufacturing, information technology, business development and commercialization to the Board and the Company.

  5. Jay S. Duker, M.D

    Jay S. Duker, M.D President, Chief Executive Officer and Director Dr. Duker has been EyePoint’s President, Chief Executive Officer and a Director since July 2023. Prior to these roles, Dr. Duker served as EyePoint's President and Chief Operating Officer and as Chief Strategic Scientific Officer. He was an independent Director on EyePoint’s Board of Directors from 2016-2020 before his re-appointment to the Board of Directors in July 2023. From 2001 until 2021, Dr. Duker was the Director of the New England Eye Center (NEEC) and Professor and Chair of the Department of Ophthalmology at Tufts Medical Center and the Tufts University School of Medicine in Boston, Massachusetts. He has published over 345 journal articles, concentrating on retinal imaging, retinal vascular diseases, and drug delivery to the posterior segment. Dr. Duker remains in clinical practice, seeing patients with medical retinal disorders and intraocular tumors. Dr. Duker is the founder of three successful start-up companies; SurgiSite Boston, the fifth busiest independent ophthalmology-only out-patient surgery center in the United States, the Boston Image Reading Center (BIRC), and Hemera Biosciences, the developer of HMR59, an AAV-based gene therapy for dry age-related macular degeneration that is currently in a phase 2 clinical trial after being acquired by Janssen in 2020. Dr. Duker was on the Board of Sesen Bio and served as its Chair until March 2023. Dr. Duker received an A.B. from Harvard University and an M.D. from the Jefferson Medical College of Thomas Jefferson University. Dr. Duker has devoted more than 30 years to the field of ophthalmology focused on improving eyesight and preventing blindness, holding roles in clinical research, business, and academic settings. We believe Dr. Duker is qualified to serve on our Board because of his role as President and Chief Executive Officer, as well his prior service on the Board of the Company and other life science companies. Dr. Duker's extensive experience in ophthalmology, both as a renowned practitioner, scholarly leader and successful executive, provides him with valuable expertise to guide our Board.

  6. Nancy Lurker

    Nancy Lurker Vice Chair of the Board of Directors and Member of the Science Committee Ms. Lurker has served as Vice Chair of EyePoint's Board of Directors since July 2024. Prior to this role, Ms. Lurker served as Executive Vice Chair of the Board of EyePoint from December of 2023 to July of 2024. Ms. Lurker also previously served as President and Chief Executive Officer of EyePoint from 2016 to July 2023. Prior to EyePoint, Ms. Lurker served as President and Chief Executive Officer and a director of PDI, Inc. (now Interpace Diagnostics Group, Inc.) (OTC: IDXG), a publicly-traded healthcare commercialization company, and as Senior Vice President and Chief Marketing Officer of Novartis Pharmaceuticals Corporation, the U.S. subsidiary of Novartis AG. Prior to that, Ms. Lurker held various senior positions at other leading pharmaceutical companies including Pharmacia Corporation (now a part of Pfizer, Inc.), ImpactRx and Bristol-Myers Squibb Company. Ms. Lurker has served on the board of directors of Alkermes plc (Nasdaq: ALKS) since April 2024, Collegium Pharmaceutical, Inc. (Nasdaq: COLL) since February 2025, and Altasciences, LLC, a private contract research organization and National Sanitation Foundation, a not-for-profit organization dedicated to improving human health through quality standards. She previously served on the boards of directors of current and formerly publicly-traded companies Aquestive Therapeutics, Inc. (NASDAQ: AQST) from 2018 until June 2022, X4 Pharmaceuticals, Inc. (NASDAQ: XFOR) from 2016 until 2018, Auxilium Pharmaceuticals, Inc., Mallinckrodt plc, PDI, Inc., Elan Corporation, plc, and ConjuChem Biotechnologies. Ms. Lurker holds a B.S. in Biology from Seattle Pacific University and an M.B.A. from the University of Evansville. We believe Ms. Lurker is qualified to serve on our Board because of her broad ranging experience in the pharmaceutical industry and her track record of maximizing the potential of new therapies. Ms. Lurker's years of clinical drug development at BMS, Pharmacia and Novartis, in her capacity as a senior executive, and successfully implementing innovative U.S. and global drug launches, provide her with valuable expertise and perspective on our corporate strategy, management, operations, and governance. John B. Landis, Ph.D. Chair of the Science Committee Dr. Landis has served as a Director since 2018. Previously, Dr. Landis served as a GMP Consultant to EyePoint, leading the EyePoint GMP process, from December 2023 through June 2024. Dr. Landis served as a director for Bioanalytical Systems, Inc. (NASDAQ: BASI), from 2009 to 2017, serving as the Chairman of its board of directors from 2011 until his departure in 2017. Dr. Landis previously served as Senior Vice President, Pharmaceutical Sciences of Schering-Plough Corporation, a pharmaceutical company, from September 2003 until his retirement in October 2008. In that role, Dr. Landis led the global pharmaceutical sciences function of pharmacy, analytical chemistry, process chemistry, biotechnology, quality assurance, clinical supplies, and devices. Prior to that, Dr. Landis served as Senior Vice President, Preclinical Development at Pharmacia Corporation from 1997 until 2003 and led the global preclinical functions of toxicology, drug metabolism and pharmacokinetics, pharmaceutical sciences, analytical chemistry, and laboratory animal care. Dr. Landis also served as Vice President, Central Nervous System Psychiatry, Critical Care and Inflammation Development for Pharmacia & Upjohn from 1995 through 1997. Prior to that, Dr. Landis was employed by The Upjohn Company, where he held positions of increasing responsibility in the areas of analytical research, quality assurance, and quality control. He is a current member of Purdue University’s Drug Discovery Board. Over his career, Dr. Landis served on several other boards of directors, academic advisory panels, and professional boards. Dr. Landis earned Ph.D. and M.S. degrees in Analytical Chemistry from Purdue University and a B.S. degree in Chemistry from Kent State University. We believe Dr. Landis is qualified to serve on the Board because his substantial and varied experience working within medical communities ranging from academia to the pharmaceutical industry position him to provide a practical and balanced perspective to the Board. Dr. Landis also brings to the Board executive experience in clinical research and his service on other public company boards affords him a deep understanding of the role of the Board and its oversight of corporate governance and business strategy.

  7. Wendy DiCicco

    Wendy DiCicco Chair of the Audit Committee and member of the Compensation Committee and the Governance and Nominating Committee Ms. DiCicco serves as an independent financial and board advisor to companies in the life sciences industry, often serving in the role of interim Chief Financial Officer. From July 2023 to December 2024, she served as the interim Chief Financial Officer for Akari Therapeutics (NASDAQ: AKTX). From 2019 to March 2022, she served as interim Chief Financial Officer for Renovacor, a preclinical stage biopharmaceutical company (NYSE: RCOR). Previously, she was Chief Operating and Financial Officer of Centinel Spine from 2017 to 2018, a privately-held company. Ms. DiCicco currently serves on the board of directors of Imvax, Inc a privately-held biotechnology company. From February 2022 to March 2023, Ms. DiCicco served on the board of directors of SWK Holdings Corp (NASDAQ:SWKH). She has also previously served on the boards of directors for Sincerus Pharmaceuticals, ExpressCells, II-VI, Inc. (NASDAQ: II-VI), Carmell Therapeutics, Syncardia Systems, and CannaPharma Rx (OTC: CPMD). She previously served as President and Chief Operating Officer of Camber Spine Technologies and has held Chief Financial Officer roles at Nuron Biotech, Quench USA, Globus Medical, and Kensey Nash Corporation. Her career started in public accounting at Deloitte & Touche in 1990. Ms. DiCicco received a B.S. in accounting from Philadelphia College of Textiles and Science and is a licensed CPA. She is also an appointed Board Leadership Fellow and Corporate Governance Fellow of the National Association of Corporate Directors (NACD). We believe Ms. DiCicco is qualified to serve on our Board because of her highly successful career as a C-suite executive leading financial and operational organizations at numerous global, commercial-stage healthcare companies and her extensive strategic and financial expertise to expand commercial launch efforts.

  8. Karen Zaderej

    Karen Zaderej Chair of the Compensation Committee and Member of the Audit Committee Ms. Zaderej has more than 35 years of biopharmaceutical and medical device experience. She previously served as President, Chief Executive Officer, and Chair of the Board at Axogen (NASDAQ: AXGN). Earlier in her career, she held positions of increasing responsibility at Axogen, including Chief Operating Officer and Vice President of Marketing and Sales. Prior to joining Axogen in 2006, Ms. Zaderej worked for Zaderej Medical Consulting, a consulting firm she founded to assist medical device companies to build and execute successful commercialization plans. Previously, she worked at Ethicon, Inc., a Johnson & Johnson company, where she held senior positions in marketing, business development, research & development, and manufacturing. Ms. Zaderej is a director for Doron Therapeutics, a clinical stage biopharmaceutical company focused in arthritis, a member of the Board of Trustees of the University of Tampa and secretary of the board of MedExec Women. Ms. Zaderej previously served on the board of Viveve Medical (previously a public company) from September 2018 to May 2020. She holds an M.B.A. from the Kellogg Graduate School of Business and a B.S. in Chemical Engineering from Purdue University We believe Ms. Zaderej is qualified to serve on the Board because of her extensive executive leadership experience, extensive experience in commercial development and her extensive experience at other life sciences companies.

  9. Stuart Duty

    Stuart Duty Member of the Audit Committee and Compensation Committee Stuart Duty is an experienced financial executive with over 30 years of experience in finance and investment banking. Mr. Duty has served as a director at Achieve Life Sciences, Inc. (NASDAQ: ACHV) since March 2023 and has served as Director at Milestone Pharmaceuticals, Inc. (NASDAQ: MIST) since July of 2024. Previously, Mr. Duty was a Senior Managing Director of Guggenheim Securities, LLC, a global investment and advisory financial services firm, from June 2012 to March 2023. He also served as Managing Director, Co-Head, Healthcare Investment Banking at Piper Jaffray Companies, a global investment firm, from 2007 to 2012, as the Chief Operating Officer of Oracle Partners, L.P., a private healthcare focused investment fund, from 2002 to 2007, as Managing Director, Co-Head, Healthcare Investment Banking at Piper Jaffray, Inc., an global investment bank, from 1992 to 2002, as Managing Director, Healthcare Investment Banking at Montgomery Securities, an investment bank, from 1993 to 1999 and as the Director of Business Development at Curative Technologies, Inc., a biotherapeutics company, from 1992 to 1993. Mr. Duty holds a B.A. in Biochemistry from Occidental College and an M.B.A from Harvard Business School. We believe Mr. Duty is qualified to serve on the Board because of his extensive finance and investment banking experience, having guided numerous biotechnology and specialty pharmaceuticals companies through transactions and capital raise stages of growth.

  10. Arrangements between Officers, Directors and Director Nominees

    Arrangements between Officers, Directors and Director Nominees Dr. Ando was initially appointed to the Board as the designee of EW Healthcare Partners, L.P. and EW Healthcare Partners-A, L.P. pursuant to the terms of a securities purchase agreement between us and the investors. The investors no longer have board nomination rights pursuant to such agreement. Other than as disclosed above, there is no arrangement or understanding between any of our executive officers, directors or director nominees and any other person, pursuant to which such person was selected to serve as an executive officer or director, as applicable.

  11. Executive and Director Compensation Processes

    Executive and Director Compensation Processes The agenda for each meeting of the Compensation Committee is usually developed by the Chair of the Compensation Committee in consultation with our Chief Executive Officer. The Compensation Committee meets regularly in executive session. From time to time, various members of management and other employees as well as outside advisors or consultants may be invited by the Compensation Committee to make presentations, to provide financial or other background information or advice, or to otherwise participate in Compensation Committee meetings. No officer may participate in, or be present during, any deliberations or determinations of the Compensation Committee regarding the compensation for such officer or employee. Our Chief Executive Officer provides recommendations to our Compensation Committee with respect to executive and employee compensation, other than his own compensation. The Compensation Committee takes into consideration Dr. Duker’s input in granting annual bonuses or equity awards and setting compensation levels. The charter of the Compensation Committee grants the Compensation Committee full access to all of our books, records, facilities, and personnel, as well as the authority to obtain, at our expense, advice and assistance from internal and external legal, accounting, or other advisors and consultants and other external resources that the Compensation Committee considers necessary or appropriate in the performance of its duties. In particular, the Compensation Committee has the authority to retain compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. In addition, the Compensation Committee reviews the charter annually and updates it as necessary in light of changing circumstance. During 2024, the Compensation Committee retained Aon’s Human Capital Solutions practice, a division of Aon, plc (Aon), as its independent consultant to assist in evaluating our executive compensation programs and practices and to make recommendations regarding compensation for the year ended December 31, 2024. During this process, Aon: • prepared competitive market data for the compensation of our executive management team; • evaluated the continued appropriateness of and made recommendations regarding our peer group; • analyzed our short term and long-term incentive plan designs and made recommendations in connection therewith; • reviewed equity retention and our equity burn rate and dilution levels relative to the market; • assessed our compensation practices and levels against those of our peer group companies and the broader marketplace; • made recommendations regarding base salary, target bonus percentage and long-term incentive compensation for each Named Executive Officer; • evaluated Board of Directors’ compensation and made recommendations as to appropriate market-based changes; and • updated the Compensation Committee on compensation trends and regulatory developments. The aggregate fees we paid to Aon for its service as our independent executive officer and board of director compensation consultant was approximately $166,000. Aon’s affiliates provided commercial risk services to the Company which were unrelated to the executive officer and director compensation consultancy services. The fees for commercial risk services were $195,000. Although the Committee was aware of the nature of the services performed by Aon affiliates, the Committee did not review and approve such services and insurance premiums and policies, as those were reviewed and approved by management in the ordinary course of business. The Compensation Committee assessed the independence of Aon pursuant to SEC rules and concluded that no conflict of interest existed that would prevent Aon from independently representing the Compensation Committee. The Compensation Committee has sole responsibility for the selection, engagement, removal and compensation of its compensation consultant. The Compensation Committee may form and delegate any or all of its duties or responsibilities to a subcommittee of the Compensation Committee, to the extent consistent with our Certificate of Incorporation, bylaws and applicable laws and rules of markets in which our securities then trade.

  12. Compensation Committee

    Compensation Committee The Compensation Committee is responsible for (i) discharging the Board’s responsibilities relating to executive compensation, (ii) overseeing our compensation and employee benefits plans and practices, including incentive, equity-based and other compensatory plans in which executive officers and key employees participate, (iii) producing a report on executive compensation as required by the SEC, and (iv) overseeing our approach and management of risks related to human capital. More specifically, the Compensation Committee’s responsibilities include, but are not limited to: • developing and periodically reviewing compensation policies and practices applicable to executive officers; • determining and approving the compensation of the Chief Executive Officer (CEO) and other executive officers; • supervising, administering, and evaluating incentive, equity-based, and other compensatory plans of our 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; • overseeing our policies on structuring compensation programs to preserve tax deductibility, and, when required, establish performance goals and certify that performance goals have been attained; • reviewing and making recommendations to the Board regarding any executive and equity compensation plans and such other compensation and benefit plans that are subject to Board approval and, where appropriate or required, to stockholder approval; • approving any tax-qualified, non-discriminatory employee benefit plans (and any parallel nonqualified plans) for which stockholder approval is not sought and pursuant to which options or stock may be acquired by our officers, directors, employees or consultants; • 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; • 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; • determining stock ownership guidelines, if any for the CEO and other executive officers and non-employee directors and monitor compliance; • reporting to the Board on any significant matters arising from the Committee’s work; • annually evaluating the performance of the Compensation Committee and presenting results to the Board; • annually reviewing and reassessing the charter of the Compensation Committee and, if appropriate, recommending changes to the Board; • annually evaluating the adequacy of directors’ compensation and the composition of such compensation and making recommendations to the Board; if applicable, reviewing the Compensation Discussion & Analysis section to be included in our 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 our annual proxy statement or Annual Report on Form 10-K filed with the SEC; reviewing risks that we may face as a result of our compensation policies and practices and assess whether such policies and practices are reasonably likely to have a material adverse effect and implement appropriate means to mitigate these risks; periodically review and revise a peer group of companies against which to assess our compensation programs and practices to ensure they are competitive and supportive of our strategy and objectives; • approving and overseeing the application of our policy for clawback, or recoupment, of incentive compensation; • overseeing engagement with stockholders and proxy advisory firms on executive compensation matters; • overseeing the Company’s management of risks and overall approach related to human capital matters; • annually or as recommended through the advisory vote of stockholders, or during a time frame required by law or the Company's bylaws reviewing and recommending to the Board for approval of, (i) the frequency with which we conduct stockholder advisory votes on executive compensation (a Say on Pay Vote) and (ii) any proposals related to the Say on Pay Vote to be included in our annual proxy statement, in each case as applicable; • performing such other duties and responsibilities as may be assigned to the Compensation Committee by the Board or as designated in plan documents; • periodically review and make recommendations to the Board relating to senior executive succession planning, including policies and principles for CEO selection and performance review, as well as policies regarding succession in the event of an emergency or the retirement of the CEO or other executive officer; and, • forming and delegating authority to subcommittees, comprised of one or more members of the Compensation Committee, when the Compensation Committee deems appropriate. The members of the Compensation Committee are Ms. Zaderej (Chair), Dr. Ando, Ms. DiCicco & Mr. Duty, all of whom served on the Compensation Committee during the fiscal year ended December 31, 2024. Dr. Guyer also served as a member of the Compensation Committee during the year ended December 31, 2024 until his resignation from the Board on September 3, 2024. The Board has determined that all members of the Compensation Committee are independent for purposes of service on the Compensation Committee as provided in SEC and Nasdaq rules, as applicable. The Compensation Committee met four times during the year ended December 31, 2024. The processes and procedures followed by our Compensation Committee in considering and determining executive and director compensation are described above under “Corporate Governance and Board Matters—Board Leadership Structure, Processes, and Role in Risk Oversight—Executive and Director Compensation Processes.”

  13. Equity Compensation Plan Information

    Equity Compensation Plan Information The following table provides information about the securities authorized for issuance under the Company’s equity compensation plans as of December 31, 2024:

  14. Equity Compensation Plan Information

    | Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted-average exercise price of outstanding options, warrants and rights (b)(4) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in Column a) (c) | | Equity Compensation plans approved by security holders | 7,617,566(1) | $11.72 | 4,674,630(5) | | Equity Compensation plans not approved by security holders(2) | 1,368,710(3) | 15.92 | — | | Total | 8,986,276 | $12.47 | 4,674,630 |

  15. Equity Compensation Plan Information

    (1) Consists of outstanding stock options and restricted stock units to purchase 7,617,566 awards pursuant to our 2008 Equity Incentive Plan, as amended (2008 Plan), our 2016 Plan, as amended (2016 Plan), and our 2023 Plan, as amended (2023 Plan). (2) Our Board has not established any specific number of shares that could be issued without stockholder approval. (3) Consists of an aggregate of 1,368,710 shares of our common stock under stock options issued as inducement grants as of December 31, 2024. These stock options are generally subject to the same terms and conditions as those awarded pursuant to the plans approved by our stockholders. Restricted stock units are not included in the weighted-average exercise price calculation because there is no exercise price associated with stock units. Consists of 4,346,431 available for issuance under the 2023 Plan and 328,199 shares available for issuance under our 2019 Employee Stock Purchase Plan, as amended.

  16. EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

    EXECUTIVE OFFICER AND DIRECTOR COMPENSATION Our named executive officers for the year ended December 31, 2024 are Dr. Jay Duker, our current President and Chief Executive Officer, George Elston, our Executive Vice President and Chief Financial Officer, and Ramiro Ribeiro, our Chief Medical Officer, who we collectively refer to as our Named Executive Officers.

  17. Summary Compensation Table

    Summary Compensation Table The following table and footnotes provide information regarding the compensation of our Named Executive Officers for the year ended December 31, 2024 and the year ended December 31, 2023:

  18. Summary Compensation Table

    | Executive Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($)(6) | Total ($) | | Jay Duker | 2024 | 669,500 | — | 1,836,000 | 2,924,998 | 498,888 | 25,421 | 5,954,807 | | President and Chief Executive Officer | 2023 | 614,064 | 47,225(1) | 658,859 | 961,793 | 605,877 | 27,328 | 2,915,146 | | George Elston | 2024 | 507,368 | — | 918,000 | 1,462,499 | 291,917 | 25,189 | 3,204,973 | | Executive Vice President and Chief Financial Officer | 2023 | 487,824 | 24,938(1) | 282,912 | 591,869 | 367,141 | 25,441 | 1,780,125 | | Ramiro Ribeiro | 2024 | 404,167 | 60,000(2) | — | 2,791,341 | 276,359 | 2,052 | 3,533,919 | | Chief Medical Officer | 2023 | — | — | — | — | — | — | — |

  19. Summary Compensation Table

    (1) These amounts represent a discretionary performance based bonus that was paid to the Named Executive Officer. (2) This amount represents a sign-on bonus that was paid to Dr. Ribeiro. (3) These amounts represent the aggregate grant date fair value of restricted stock unit awards and performance stock unit awards granted during the applicable fiscal year period computed in accordance with FASB ASC Topic 718. For a more detailed discussion of the valuation model and assumptions used to calculate the fair value of each stock award, refer to Note 10 of the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 filed on March 6, 2025. The grant date fair value was measured at the date of Compensation Committee approval of stock awards to our Named Executive Officers. (4) These amounts represent the aggregate grant date fair value of option awards granted during the applicable fiscal year period computed in accordance with FASB ASC Topic 718. The grant date fair value of the option awards is estimated using the Black-Scholes option pricing model. For a more detailed discussion of the assumptions used to calculate the fair value of each option award, refer to Note 10 of the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 filed on March 6, 2025. The grant date fair value was measured at the date of Compensation Committee approval of option awards to our Named Executive Officers. (5) These amounts represent the amount of the annual performance bonus earned by the Named Executive Officer for calendar years 2024 and 2023, as applicable. These amounts consist of 401(k) employer matching contributions and payment of group term life and long term disability insurance premiums.

  20. Outstanding Equity Awards at 2024 Year End

    Outstanding Equity Awards at 2024 Year End The following table and footnotes provide information concerning outstanding equity awards for our Named Executive Officers as of December 31, 2024:

  21. Outstanding Equity Awards at 2024 Year End

    | | Option Awards | | | | Stock Awards | | | | | | Number of Securities Underlying Unexercised Options (#) | | Option Exercise Price | Option Expiration | Number of shares or units of stock that have not vested | Market value of shares or units of stock that have not vested | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not yet vested | | Name | Exercisable | Unexercisable | ($) | Date | (#) | ($)(6) | (#) | ($) | | Jay Duker | 4,000 | — | 31.7000 | 09/26/26 | | | | | | | 2,666 | — | 19.5000 | 06/21/28 | | | | | | | 4,000 | — | 26.5000 | 02/21/29 | | | | | | | 3,350 | — | 12.9000 | 02/28/30 | | | | | | | 25,000 | — | 7.2000 | 07/13/30 | | | | | | | 57,787 | 2,513(1) | 13.1300 | 02/09/31 | | | | | | | 184,775 | 54,925(1) | 11.4700 | 11/01/31 | | | | | | | 60,208 | 24,792(1) | 10.1300 | 02/09/32 | | | | | | | 53,056 | 12,244(1) | 9.4500 | 09/06/32 | | | | | | | 59,778 | 64,977(1) | 3.2600 | 01/05/33 | | | | | | | 35,416 | 64,584(1) | 9.1100 | 07/10/33 | | | | | | | — | 180,000(1) | 20.4000 | 01/04/34 | | | | | | | | | | | 171,921(4) | 1,280,811 | | | | George Elston | 74,500 | — | 14.2000 | 11/14/29 | | | | | | | 11,037 | — | 12.9000 | 02/28/30 | | | | | | | 57,787 | 2,513(2) | 13.1300 | 02/09/31 | | | | | | | 49,583 | 20,417(2) | 10.1300 | 02/09/32 | | | | | | | 43,918 | 47,737(2) | 3.2600 | 01/05/33 | | | | | | | 17,812 | 27,188(2) | 5.9300 | 05/24/33 | | | | | | | 8,750 | 21,250(2) | 8.2300 | 10/15/33 | | | | | | | — | 90,000(2) | 20.4000 | 01/04/34 | | | | | | | | | | | 96,404(5) | 718,210 | | | | Ramiro Ribeiro | — | 125,000(3) | 28.0000 | 03/01/34 | | | | |

  22. Outstanding Equity Awards at 2024 Year End

    (1) Dr. Duker’s unexercisable options vest and become exercisable as follows: 2,513 ratably monthly through February 9, 2025, 54,925 ratably monthly through November 1, 2025, 24,792 ratably monthly through February 9, 2026, 12,244 ratably monthly through September 7, 2025, 64,977 as to 25% at the one year anniversary of the grant date and the remainder ratably monthly through January 6, 2027, 64,584 as to 25% at the one year anniversary of the grant date and the remainder ratably monthly through July 10, 2027 and 180,000 as to 25% at the one year anniversary of the grant date and the remainder ratably monthly through January 5, 2028. (2) Mr. Elston’s unexercisable options vest and become exercisable as follows: 2,513 ratably monthly through February 9, 2025, 20,417 ratably monthly through February 9, 2026, 47,737 as to 25% at the one year anniversary of the grant date and the remainder ratably monthly through January 6, 2027, 27,188 as to 25% at the one year anniversary of the grant date and the remainder ratably monthly through May 25, 2027, 21,250 as to 25% at the one year anniversary of the grant date and the remainder ratably monthly through October 16, 2027 and 90,000 as to 25% at the one year anniversary of the grant date and the remainder ratably monthly through January 5, 2028. Dr. Ribeiro’s unexercisable options vest and become exercisable as follows: 125,000 as to 25% at the one year anniversary of the grant date and the remainder ratably monthly through March 1, 2028. Dr. Duker’s restricted stock units vest as follows: 7,000 in one ratable annual installment on February 9, 2025, 41,586 in two ratable annual installments commencing January 6, 2025, 33,334 in two ratable annual installments commencing July 10, 2025 and 90,000 in three ratable annual installments commencing on January 2, 2025. Mr. Elston's restricted stock units vest as follows: 5,834 in one ratable annual installment commencing February 9, 2025, 15,000 in two ratable annual installments commencing May 25, 2025, 30,570 in two ratable annual installments commencing January 6, 2025 and 45,000 in three ratable annual installments commencing on January 4, 2025. (6) The market price of unvested and unearned stock awards is calculated based on the closing price of our common stock at December 31, 2024 of $7.45, as reported on the Nasdaq Global Market.

  23. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  24. Compensation Summary

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1)(2) | Stock Awards ($)(1)(2)(4) | All Other Compensation ($) | Total ($) | | Göran Ando | 101,250 | 375,179 | — | — | 476,429 | | John Landis(3)(4) | 455,718 | 715,667 | 204,000 | — | 1,375,385 | | David Guyer(5) | 55,822 | 397,692 | — | — | 453,514 | | Wendy DiCicco | 77,500 | 397,692 | — | — | 475,192 | | Ye Liu(5) | — | — | — | — | — | | Anthony P. Adamis(5) | 35,523 | 397,692 | — | — | 433,215 | | Karen Zaderej | 59,891 | 397,692 | — | — | 457,583 | | Stuart Duty | 57,446 | 397,692 | — | — | 455,138 | | Nancy Lurker(4) | 35,544 | 1,251,250 | 775,200 | — | 2,061,993 | | Fred Hassan | 16,304 | 392,413 | — | — | 408,717 |

  25. Elements of Non-Executive Director Compensation

    Elements of Non-Executive Director Compensation The rates of compensation to our non-executive directors in effect for the year ended December 31, 2024, and continuing until otherwise modified in the future, were as follows: • annual retainer of $80,000 for the Board Chair and $45,000 for each other Board member, other than the Vice Chair, respectively; • annual retainer of $70,000 for the Vice Chair of the Board; annual retainer of $20,000 for the Chair and $10,000 for each member of the Audit Committee; annual retainer of $15,000 for the Chair and $7,500 for each member of the Compensation Committee; annual retainer of $10,000 for the Chair and $5,000 for each member of the Governance and Nominating Committee; • annual retainer of $15,000 for the Chair and $7,500 for each member of the Science 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; • initial grant of an option to purchase 41,500 options for a new Chair and 80,000 options for a new director, which vest in three equal annual installments commencing on the first anniversary of the date of grant; • annual grants of options for the Board Chair and other non-executive directors, subject to allowable allocations between stock options and restricted stock units utilizing relative values between each instrument determined in consultation with the Company’s compensation consultant. Annual grants vest on the first anniversary of the date of grant. On December 11, 2024, the Compensation Committee approved the following annual equity awards consisting of stock options as described above.

  26. Elements of Non-Executive Director Compensation

    | Name | Option Award (1) | Stock Award | | Göran Ando | 41,500 | — | | John Landis | 40,000 | — | | Wendy DiCicco | 40,000 | — | | Karen Zaderej | 40,000 | — | | Stuart Duty | 40,000 | — | | Fred Hassan | 40,000 | — | | Nancy Lurker | 40,000 | — |

  27. Elements of Non-Executive Director Compensation

    Dr. Duker receives no additional compensation for serving as a director.

  28. PAY VERSUS PERFORMANCE DISCLOSURE

    PAY VERSUS PERFORMANCE DISCLOSURE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following disclosure regarding executive compensation for our principal executive officer (PEO) and our other named executive officers other than our PEO (Non-PEO NEOs) and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  29. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Summary Compensation Table Total for First PEO(1) ($) | Compensation Actually Paid to First PEO(1),(2),(3) ($) | Summary Compensation Table Total for Second PEO(1) ($) | Compensation Actually Paid to Second PEO(1),(2),(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1),(2),(3) ($) | Value of Initial Fixed $100 Investment based on Total Shareholder Return(4) ($) | Net Loss ($ Thousands) | | 2024 | — | — | 5,954,807 | (3,635,201) | 3,349,796 | (259,766) | 60.87 | (130,870) | | 2023 | 3,737,385 | 23,226,384 | 2,915,146 | 12,936,773 | 1,539,141 | 6,445,530 | 188.81 | (70,795) | | 2022 | 3,445,218 | 330,205 | — | — | 1,838,840 | 116,687 | 28.59 | (102,254) |

  30. PAY VERSUS PERFORMANCE DISCLOSURE

    (1) Nancy Lurker was our PEO(“First PEO”) through July 10, 2023. Jay Duker (“Second PEO”) has been our PEO since July 10, 2023. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  31. PAY VERSUS PERFORMANCE DISCLOSURE

    | 2022 | 2023 | 2024 | | Jay Duker | George Elston | George Elston | | George Elston | Dario Paggiarino | Ramiro Ribeiro |

  32. PAY VERSUS PERFORMANCE DISCLOSURE

    The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. Compensation Actually Paid reflects the exclusion and inclusion of certain amounts for the First PEO, the Second PEO, and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table.

  33. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Summary Compensation Table Total for Second PEO ($) | Exclusion of Stock Awards and Option Awards for Second PEO ($) | Inclusion of Equity Values for Second PEO ($) (5) | Compensation Actually Paid to Second PEO ($) | | 2024 | 5,954,807 | (4,760,998) | (4,829,010) | (3,635,201) |

  34. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) (5) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 3,349,796 | (2,585,920) | (1,023,642) | (259,766) |

  35. PAY VERSUS PERFORMANCE DISCLOSURE

    (4) Assumes $100 was invested in the Company for the period starting December 31, 2021, through the end of the listed year. Historical stock performance is not necessarily indicative of future stock performance. The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  36. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Second PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Second PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Second PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Second PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Second PEO ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Second PEO ($) | Total - Inclusion of Equity Values for Second PEO ($) | | 2024 | 1,663,154 | (4,690,290) | — | (1,801,874) | — | — | (4,829,010) |

  37. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2024 | 747,937 | (1,349,243) | — | (422,336) | — | — | (1,023,642) |

  38. PAY VERSUS PERFORMANCE DISCLOSURE

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (TSR) The following chart sets forth the relationship between Compensation Actually Paid to our First PEO and Second PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the three most recently completed fiscal years. Relationship Between PEOs and Non-PEO NEO Compensation Actually Paid and Net Loss The following chart sets forth the relationship between Compensation Actually Paid to our First PEO and Second PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Loss during the three most recently completed fiscal years.