DEF 14A of Hyperion Defi, Inc., May 3, 2024

DEF 14A of Hyperion Defi, Inc.

Filed May 3, 2024 · FY20230001104659-24-056989

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS

  2. Nominees

    Nominees Our Board of Directors currently consists of seven members, each of whom serve for a one-year term or until a successor has been elected and qualified. If you are a stockholder of record, unless you mark your proxy card to withhold authority to vote, the proxy holder will vote the proxies received by it for the director nominees named below, each of whom is currently a director and each of whom has consented to be named in this Proxy Statement and to serve if elected. In the event that any nominee is unable or declines to serve as a director at the time of the meeting, your proxy will be voted for any nominee designated by our Board to fill the vacancy. We do not expect that any of the nominees will be unable or will decline to serve as a director. If you are a beneficial owner of shares held in street name and you do not provide your broker with voting instructions, your broker may not vote your shares on the election of directors. Therefore, it is important that you vote. On March 18, 2024, our Board accepted the recommendation of the Nominating and Corporate Governance Committee and voted to nominate Tsontcho Ianchulev, M.D., M.P.H., Michael Geltzeiler, Rachel Jacobson, Charles E. Mather IV, Ram Palanki, Pharm.D., Michael Rowe and Ellen Strahlman, M.D. for election at the Annual Meeting for a term of one year to serve until the 2025 annual meeting of stockholders, and until their respective successors have been elected and qualified. The name of and certain information regarding each director nominee as of April 16, 2024 is set forth below. This information is based on data furnished to us by the directors. There is no family relationship between any director, executive officer, or person nominated to become a director or executive officer. The business address for each nominee for matters regarding the Company is 295 Madison Avenue, Suite 2400, New York, NY 10017.

  3. Nominees

    | Name of Director Nominee | Age | Positions with Eyenovia | Director Since | | Tsontcho Ianchulev, M.D., M.P.H. | 50 | Chairman of the Board | March 2014 | | Michael Geltzeiler | 65 | Director | November 2023 | | Rachel Jacobson | 50 | Director | February 2022 | | Charles E. Mather IV | 64 | Director | March 2018 | | Ram Palanki, Pharm.D. | 48 | Director | July 2022 | | Michael Rowe | 62 | Chief Executive Officer and Director | August 2022 | | Ellen Strahlman, M.D. | 66 | Director | July 2022 |

  4. Director Nominees

    Director Nominees Tsontcho Ianchulev — Executive Chairman Dr. Ianchulev has been serving as a member of our Board of Directors since March 2014. Dr. Ianchulev was the Chief Executive Officer of our Company from 2017 to 2022, and became the Executive Chairman of our Board in August 2022. Dr. Ianchulev is a Harvard-trained physician-executive, ophthalmic surgeon, inventor and serial entrepreneur, who has been at the forefront of medical innovation and products that have transformed the ophthalmic field. Currently, Dr. Ianchulev is a Professor of Ophthalmology at New York Eye and Ear Infirmary of Mount Sinai in New York City. Previously, while at Genentech, Inc., Dr. Ianchulev headed the ophthalmology clinical research group and directed the development and the FDA approval of Lucentis®, one of the most successful biotech innovations in the field of ophthalmology. As an inventor and developer, Dr. Ianchulev has participated in the development of many breakthrough technologies and venture-funded acquisitions — from the first ophthalmic intraoperative biometry device (Alcon, Inc.), the only FDA-approved suprachoroidal MIGS micro-stent (Alcon, Inc.), the first biologic stent technology in ophthalmology (Iantrek, Inc.), the original micro- interventional cataract fragmentation system (miLOOP, Zeiss Meditec) as well as the first microdose smart delivery system for topical therapeutics (Eyenovia, Inc.). Dr. Ianchulev’s robotics team at New York Eye and Ear Infirmary and his pioneering work with Preceyes, Inc. led to the introduction of micro- interventional robotics in ophthalmic surgery (Zeiss Meditec). Dr. Ianchulev received his B.S. from the University of Rochester, received both his medical degree (MD) and a Master of Public Health (MPH) degree from Harvard University and completed his specialty training at the Doheny Eye Institute. Dr. Ianchulev is a holder of many issued and pending patents. He has also participated in multiple publications in the field, which have been cited by more than 3,000 peer-reviewed publications. He also sits on several corporate and scientific advisory Boards. We believe that Dr. Ianchulev’s experience in drug discovery and development of pharmaceutical products and in the operation of biopharmaceutical businesses is valuable to the Company and qualifies him to serve as one of our directors. Michael Geltzeiler — Director Mr. Geltzeiler has been a member of the Board of Directors since November 2023. Mr. Geltzeiler brings to the Board significant expertise as a chief financial officer of public companies. Mr. Geltzeiler served as chief financial officer at ADT Corporation from November 2013 — June 2016. Prior to that, Mr. Geltzeiler served as chief financial officer of NYSE Euronext from June 2008 — November 2013. Mr. Geltzeiler served as a director of Cypress Creek Renewables, a private company, from October 2018 to December 2021. We believe Mr. Geltzeiler’s significant experience as a Chief Financial Officer of companies including ADT Corporation, Euronext and Readers Digest, and his extensive finance background, is valuable to the Company and qualifies him to serve as one of our directors. Rachel Jacobson — Director Ms. Jacobson has been a member of the Board of Directors since February 2022. Ms. Jacobson brings to the Board significant expertise in business development and marketing, having served in leadership positions at major global sports organizations including the Drone Racing League (“DRL”) and the National Basketball Association (“NBA”). Currently, Ms. Jacobson serves as the President of DRL, the world’s premier, professional drone racing property, where she spearheads global partnerships and media rights deals, and leads the marketing and business development teams. Bringing to DRL her legacy of creating transformative partnerships with leading sports and technology brands, Rachel has forged groundbreaking partnerships with organizations including Algorand, Google, T-Mobile, New Balance, the U.S. Air Force, PointsKash, and Draganfly. Laser focused on making a global, philanthropic impact, she also expanded the league’s DRL Academy STEM program with Steve Wozniak’s Woz Ed to create a new, interactive drone racing curriculum for students around the world. Prior to DRL, she served as the Chief Business Development Officer at Landit, Inc., the market leader in personalized career pathing technology to increase the success and engagement of women and diverse groups in the workplace. Before that, she spent 21 years at the NBA, where she oversaw business development, licensing, marketing, account management, event planning, and held several other roles during her tenure. As their SVP of Global Partnerships, she closed partnership sales and secured global partnerships with some of the world’s most prominent companies including PepsiCo, Inc., ExxonMobil Corporation, Under Armour, Inc., Marriott International Inc., Harman International Industries, Kaiser Permanente and other Fortune 500 companies. Ms. Jacobson has received numerous industry accolades, including being named a Fortune’s Most Powerful Women member, Cynopsis Top Women in Media’s “Innovator & Disruptor,” TechStars Sports Accelerator Mentor and a recipient of Sports Business Journal’s 40 Under 40 Award. She is a charter member of the W.O.M.E.N. Mentoring Program, where she helps other professional women advance their careers through leadership training. Ms. Jacobson is a graduate of the Cornell University School of Hotel & Business Management. We believe Ms. Jacobson’s significant experience in business development and marketing is valuable to the Company and qualifies her to serve as one of our directors. Charles E. Mather IV — Director Mr. Mather has been a member of our Board of Directors since March 2018. He currently serves as Senior Managing Director at Brookline Capital Markets. From October 2019 until January 2023, Mr. Mather was Managing Director, Head of Life Sciences and Medical Technology Capital Markets at Truist Securities, Inc. (f/k/a Suntrust Robinson Humphrey, Inc.) Prior to that, from March 2015 to September 2019, Mr. Mather was Managing Director, Co-Head of Equity Capital Markets at BTIG, LLC. From December 2009 to February 2015, he was the Head of Private and Alternative Capital and Co-Head of Equity Capital Markets at Janney Montgomery Scott LLC. Prior to that, Mr. Mather held various senior investment banking positions at Jefferies Group, Inc. and Cowen and Company, LLC. Mr. Mather serves on the board of Wentz Holdings, Inc. Mr. Mather also served on the board of Tonix Pharmaceuticals Holding Corp. (Nasdaq: TNXP) until February 2019 and the Finance Company of Pennsylvania until June 2017. Mr. Mather received a B.A. in History from Brown University and an M.B.A. in Finance from The Wharton School at the University of Pennsylvania. We believe Mr. Mather’s extensive experience advising life science companies as an investment banker and prior board experience is valuable to the Company and qualifies him to serve as one of our directors. Ram Palanki, Pharm.D. — Director Dr. Ram Palanki has been a member of the Board of Directors since July 2022. He currently serves as Executive Vice President of Commercial Strategy & Operations at REGENXBIO, Inc. (Nasdaq: RGNX), a leader in AAV gene therapy, and is responsible for the planning, execution, and commercialization of their pipeline across the ophthalmology, central nervous system, and neuromuscular disease franchises.

  5. Director Nominees

    Dr. Palanki has nearly 20 years of experience in the development and commercialization of biopharmaceuticals and medical devices. Before joining REGENXBIO, Inc., Dr. Palanki was Senior Vice President of Commercial for the Americas at Santen Inc. Previously, he served as the executive team member leading the strategy and operations for pre-launch and global commercialization of a first-in-class biologic at ThromboGenics NV (now known as Oxurion, Euronext Brussels: OXUR). Over the span of his career, Dr. Palanki has held roles of increasing responsibility at several small, mid-sized and large companies, including the launch of LUCENTIS® at Genentech, Inc. He is an active board member and strategic advisor to multiple biotech companies, technology start-ups and global non-profits, including AAVantgarde Bio and Orbis International. Dr. Palanki holds a Pharm.D. from Albany College of Pharmacy, Union University and his post doctorate from Rutgers University. We believe Dr. Palanki’s extensive experience as a leader in the life sciences industry is valuable to the Company and qualifies him to serve as one of our directors. Michael Rowe — Chief Executive Officer and Director Michael Rowe has been the Chief Executive Officer and a member of the Board of Directors since August 2022. Prior to these roles, he served as the Company’s Corporate Vice President from 2018 to 2021 and the Chief Operating Officer from 2021 until being named Chief Executive Officer. Previously, Mr. Rowe was the Executive Director of Marketing for Aerie Pharmaceuticals Inc., where he was pivotal in the commercialization of their glaucoma franchise. Before that, Mr. Rowe spent 12 years at Allergan plc, where he found the health economics department, led strategic planning and new pharmaceutical and device product commercialization for the global glaucoma franchise and found the competitive intelligence function across the company. During this time, Mr. Rowe also served as the Company’s liaison with Senju Pharmaceuticals (“Senju”) (a current stockholder and licensee of Eyenovia) and was instrumental in the successful launch of multiple glaucoma products in the Japanese market. Mr. Rowe received his B.A. in Psychology from the State University of New York, Stony Brook and his Masters of Science in Experimental Psychology and Ergonomics from Rensselaer Polytechnic Institute. We believe Mr. Rowe’s experience as an executive of the Company and as our Chief Executive Officer is valuable to the Company and qualifies him to serve as one of our directors. Ellen Strahlman, M.D., MHSc, — Director Dr. Strahlman has been a member of the Board of Directors since July 2022. She currently serves as Partner at Reillen Group LLC. She previously served as Executive Vice President, Research & Development and Chief Medical Officer of Becton, Dickinson and Company (“BD”) (NYSE: BDX), a leading global medical technology company, from 2013 until 2018. While at BD, the company was selected as the Outstanding Corporate Innovator in 2015 by the Product Development & Management Association. Before joining BD, she served as Senior Vice President and Chief Medical Officer for GlaxoSmithKline, plc (“GSK”) from 2008 to 2013, spending her last year at GSK as Senior Advisor to the CEO, leading GSK’s Global Health Programs. Prior to 2008, Dr. Strahlman held senior executive leadership roles in global product development and commercialization and business development at Pfizer, Inc., Novartis AG, Virogen Limited, and Merck & Co., Inc. She was the Senior Vice President for Research & Development and Chief Medical Officer for Bausch & Lomb from 1995 to 2000. Dr. Strahlman was chosen to serve as Industry Representative on the FDA/CDER Dermatology and Ophthalmology Advisory Committee (DODAC), from 2008 to 2013. From 2016 to November 2020, Dr. Strahlman served as a director of Syncona Limited (LSE: SYNC.L), having previously served as a director of Syncona Partners, LLP. She is currently a director of Altria Group, Inc. (NYSE: MO). In addition to her corporate board service, Dr. Strahlman serves as a visiting professor at the University of Turku in Finland. Dr. Strahlman earned a B.A. from Harvard University in biochemistry and an M.D. from the Johns Hopkins School of Medicine. She is an American Board of Ophthalmology board-certified ophthalmologist, having trained at the Wilmer Eye Institute from 1984 to 1987. She was awarded a Carnegie Mellon Public Health Fellowship in 1987, during which she earned an M.H.Sc. in Epidemiology from the Bloomberg School of Public Health from 1987 to 1989. We believe Dr. Strahlman’s extensive executive experience in life science companies is valuable to the Company and qualifies her to serve as one of our directors.

  6. Information about our Board

    Information about our Board Our Board of Directors currently comprises of seven members consisting of Drs. Ianchulev, Strahlman and Palanki and Messrs. Geltzeiler, Rowe and Mather and Ms. Jacobson. Each nominated director will be elected for a term of one year and will serve until a successor is duly elected and qualified or until his or her earlier death, resignation, or removal. Any additional directorships resulting from an increase in the number of directors or a vacancy may be filled by the directors then in office or the stockholders (as provided in our amended and restated bylaws). As Executive Chairman, Dr. Ianchulev, has authority to, among other things, call and preside over meetings of our Board, set meeting agendas, and determine materials to be distributed to our Board. Accordingly, Dr. Ianchulev has substantial ability to shape the work of our Board. We believe Dr. Ianchulev possesses detailed and in-depth knowledge of the issues, opportunities, and challenges facing the Company and our business, and is well positioned to develop agendas that ensure our Board’s time and attention are focused on critical matters.

  7. Committees of our Board of Directors

    = Committee Chair = Member Audit Committee Our Board of Directors has an Audit Committee, composed of Michael Geltzeiler (Chair), Mr. Mather and Dr. Strahlman, each of whom satisfy the independence requirements of Rules 5605(a)(2) and 5605(c)(2) of the Nasdaq listing rules and Section 10A(m)(3) of the Exchange Act. Our Board has determined that Mr. Geltzeiler is an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K. Our Audit Committee met four times during the 2023 fiscal year. The Audit Committee oversees our corporate accounting, financial reporting practices, disclosures and the audits of financial statements. The Audit Committee’s duties, which are specified in its charter, include, but are not limited to: • reviewing and discussing with management and the independent auditor the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition” (“MD&A”) and the annual audited financial statements, and recommending to our Board of Directors whether the audited financial statements should be included in our Form 10-K; • reviewing and discussing with management and the independent auditor the Company’s disclosures under the MD&A section included in our Form 10-Q, the quarterly financial statements, and the independent auditor’s evaluation of our ability to continue as a going concern; • discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements; • discussing with management major risk assessment and risk management policies; • assessing the impact of significant accounting or financial developments that may have an impact on the Company; • monitoring the independence of the independent auditor; • verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; • monitoring compliance with employee conflict of interest policies and regulations; reviewing and approving all related-party transactions; reviewing and enforcing the Company’s Code of Conduct and Business Ethics; • inquiring and discussing with management our compliance with applicable laws and regulations; • pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed; • appointing or replacing the independent auditor; • determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; • reviewing with the independent auditor and certain executive officers the adequacy and effectiveness of our accounting and internal control policies, and our internal control over financial reporting; • establishing procedures for the receipt, retention, and treatment of complaints received by us regarding accounting, internal accounting controls, or reports which raise material issues regarding our financial statements or accounting policies; • overseeing internal audit coverage and reviewing reports to management prepared by the internal audit function, as well as management’s response; and • approving reimbursement of expenses incurred by our management team in identifying potential target businesses. The Audit Committee has a charter, which is reviewed annually. Please also see the report of the Audit committee set forth elsewhere in this proxy statement. Compensation Committee Our Board of Directors has a Compensation Committee, composed of Mr. Mather (Chair) and Drs. Palanki and Strahlman, all of whom satisfy the independence requirements of Rules 5605(a)(2) and 5605(d)(2) of the Nasdaq listing rules. Our Compensation Committee met three times during the 2023 fiscal year. The Compensation Committee’s duties, which are specified in its charter, include, but are not limited to: • reviewing and approving on an annual basis the corporate goals and objectives of the Company’s executive compensation plans; • evaluating our Chief Executive Officer’s performance in light of our corporate goals and objectives, and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; • reviewing and approving the compensation of all of our other executive officers; • reviewing our executive compensation policies and plans; • reviewing and approving any employment, severance, change in control, or termination arrangements with any executive officer; • reviewing employee compensation arrangements and benefit plans in light of the goals and objectives of such arrangements or plans, and evaluating their impact on risk-taking and our corporate strategy; • implementing, administering, and reviewing our incentive compensation equity-based remuneration plans; evaluating annually the appropriate level of compensation for Board and committee service by non-employee directors; assisting management in complying with our proxy statement and annual report disclosure requirements; • approving all special perquisites, special cash payments, and other special compensation and benefit arrangements for our executive officers and employees; • if required, producing a report on executive compensation to be included in our annual proxy statement; and • reviewing, evaluating, and recommending changes, if appropriate, to the remuneration for directors. The Compensation Committee may consider recommendations by our Chief Executive Officer regarding the Company’s compensation and employee benefit plans and practices with respect to executive officers, other than the Chief Executive Officer, and the Company’s director compensation arrangements. Pursuant to its written charter, the Compensation Committee has the authority to engage the services of outside advisors as it deems appropriate to conduct investigations into or studies of matters within the committee’s scope of responsibilities. Additionally, the Compensation Committee has the authority to form subcommittees and may delegate to such subcommittees such power and authority as the committee deems appropriate; provided, however, that no subcommittee shall consist of fewer than two members. The Compensation Committee’s independent compensation consultant during fiscal year 2023 was Frederic W. Cook & Co., Inc. (“FW Cook”). FW Cook was engaged by the Compensation Committee, which had the sole authority to hire or fire FW Cook and to approve fee arrangements for work performed. FW Cook assisted the Compensation Committee in fulfilling its responsibilities under its charter, including advising on proposed compensation packages for executive officers, compensation program design and market practices generally. The Compensation Committee authorized FW Cook to interact with management on behalf of the Compensation Committee, as needed in connection with advising the Compensation Committee, and FW Cook was included in discussions with management and, when applicable, the Compensation Committee’s outside legal counsel on matters being brought to the Compensation Committee for consideration. It is the Compensation Committee’s policy that the Chair of the Compensation Committee or the full Compensation Committee pre-approve any additional services provided to management by our independent compensation consultant. In fiscal year 2023, FW Cook only provided services for the Compensation Committee. The Compensation Committee has assessed the independence of FW Cook pursuant to SEC rules and concluded that FW Cook’s services for the Compensation Committee does not raise any conflict of interest. The Compensation Committee has a charter, which is reviewed annually.

  8. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION In April 2022, our Board of Directors, upon recommendation of the Compensation Committee, adopted a Non-Employee Director Compensation Policy for the Company’s non-employee directors, which was further amended in August 2022 and in March 2023. Each such non-employee director receives an annual retainer of $40,000 and an equity award valued at $80,000 payable half in RSUs and half in options for service on the Board. Additionally, our Audit Committee Chair receives an additional annual retainer of $20,000, while all other members of our Audit Committee received an additional annual retainer of $10,000. Our Compensation Committee Chair received an additional annual retainer of $15,000, while all other members of our Compensation Committee received an additional annual retainer of $7,500. Our Nominating and Corporate Governance Committee Chair received an additional annual retainer of $10,000, while all other members of our Nominating and Corporate Governance Committee received an additional annual retainer of $5,000. Our Innovation Committee Chair received an additional annual retainer of $15,000, while all other members of our Innovation Committee received an additional annual retainer of $7,500. The following table sets forth certain information concerning the compensation of our then serving directors (excluding Mr. Rowe, who was a named executive officer) for the fiscal year ended December 31, 2023:

  9. DIRECTOR COMPENSATION

    | Name | Fees earned or paid in cash ($) | Stock awards ($)(1) | Option awards ($)(1) | All other compensation ($) | Total ($) | | Tsontcho Ianchulev, M.D., M.P.H(2) | $107,500 | $40,000(5) | $40,000(6) | 60,000(7) | $247,500 | | Stephen Benjamin(3) | $13,750 | — | — | — | $13,750 | | Michael Geltzeiler(4) | $7,826 | $24,800(8) | $25,200(9) | | $57,826 | | Rachel Jacobson | $65,000 | $40,000(5) | $40,000(6) | — | $145,000 | | Charles E. Mather IV | $68,750 | $40,000(5) | $40,000(6) | — | $148,750 | | Ram Palanki, Pharm.D. | $60,000 | $40,000(5) | $40,000(6) | — | $140,000 | | Ellen Strahlman, M.D. | $82,500 | $40,000(5) | $40,000(6) | — | $162,500 |

  10. DIRECTOR COMPENSATION

    (1) The amounts reported in the “Stock awards” and “Option awards” columns reflect the aggregate fair value of stock-based compensation awarded during the year computed in accordance with the provisions of FASB ASC Topic 718. See Note 11 to our financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023 for the assumptions underlying the valuation of equity awards. (2) Effective August 1, 2022, Dr. Ianchulev became Executive Chair of the Board and receives $15,000 per quarter for his services as the Executive Chair in addition to the compensation payable to non-employee members of the Board. (3) Mr. Benjamin resigned from the Board on February 28, 2023. (4) Mr. Geltzeiler was appointed to the Board on November 10, 2023. (5) On June 27, 2023, the Board of Directors granted to each of Dr. Ianchulev, Ms. Jacobson, Mr. Mather, Dr. Palanki and Dr. Strahlman 17,424 RSUs with an aggregate grant date fair value of $40,000, computed in accordance with FASB ASC Topic 718. These RSUs will vest on the earlier of June 27, 2024 or the date of the Annual Meeting, subject to the director’s continued service on the Board. (6) On June 27, 2023, the Board of Directors granted to each of Dr. Ianchulev, Ms. Jacobson, Mr. Mather, Mr. Palanki and Dr. Strahlman options to purchase 24,691 shares of our common stock at an exercise price of $2.32 per share, exercisable on the earlier of June 27, 2024 or the date of the Annual Meeting, subject to the director’s continued service on the Board. Effective August 1, 2022, Dr. Ianchulev became Executive Chair of the Board and receives $15,000 per quarter for Medical Advisory services in addition to the compensation payable as the Executive Chair as well as the compensation payable to non-employee members of the Board. On November 14, 2023, the Board of Directors approved granted to Mr. Geltzeiler 19,814 RSUs with an aggregate grant date fair value of $24,800, computed in accordance with FASB ASC Topic 718. These RSUs will vest on the earlier of June 27, 2024 or the date of the Annual Meeting, subject to Mr. Geltzeiler’s continued service on the Board. (9) On November 14, 2023, the Board of Directors granted to Michael Geltzeiler options to purchase 28,799 shares of our common stock at an exercise price of $1.25 per share, exercisable on the earlier of June 27, 2024 or the date of the Annual Meeting, subject to Mr. Geltzeiler’s continued service on the Board. None of our non-employee directors received any compensation for the fiscal year ended December 31, 2023 in their capacity as directors other than as reflected above and, with respect to Mr. Rowe, in the Summary Compensation Table.

  11. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding compensation awarded to, earned by or paid to our named executive officers for fiscal years ended December 31, 2023 and 2022. The Company does not have any non-equity incentive plans or awards.

  12. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock awards ($)(1) | Option awards ($)(1) | All other compensation ($) | Total ($) | | Michael Rowe Chief Executive Officer | 2023 | 575,000(2) | 189,750 | — | — | 10,718(3) | 775,468 | | | 2022 | 512,000(2) | 232,499 | — | 583,500(4) | 5,511(5) | 1,333,510 | | John P. Gandolfo Chief Financial Officer | 2023 | 452,500(6) | 111,994 | — | 107,300(7) | 13,660(8) | 685,454 | | | 2022 | 428,500(6) | 157,688 | — | 52,900(9) | 12,200(10) | 651,288 | | Bren Kern(11) Chief Operating Officer | 2023 | 345,000(12) | 56,925 | — | 151,400(13) | 13,660(14) | 566,985 |

  13. Summary Compensation Table

    (1) The amounts reported in the “Stock awards” and “Option awards” columns reflect the aggregate fair value of stock-based compensation awarded during the year computed in accordance with the provisions of FASB ASC Topic 718. See Note 11 to our financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023 for the assumptions underlying the valuation of equity awards. (2) Mr. Rowe was paid pursuant to the terms of an Employment Agreement dated July 26, 2022. (3) Represents amounts paid to Mr. Rowe in 2023 for matching funds for his contributions to the Eyenovia 401(k) program and a monthly cell phone allowance received by all Eyenovia, Inc. employees. (4) During 2022, we granted options to purchase 23,211 and 440,000 shares of common stock at an exercise price of $3.10 and $1.66, respectively, per share to Mr. Rowe. The options had grant date values of $52,900 and $530,600, respectively. The options vested as to one-third of the shares underlying the options on February 14, 2023 and August 1, 2023, respectively, and the remaining options become exercisable in 24 one-month anniversaries thereafter. (5) Represents amounts paid to Mr. Rowe in 2022 for matching funds for his contributions to the Eyenovia 401(k) program. Mr. Gandolfo was paid pursuant to the terms of an Employment Agreement dated February 15, 2019, as amended on March 10, 2022. During 2023, we granted options to purchase 68,235 shares of common stock at an exercise price of $2.16 per share to Mr. Gandolfo. The options had a grant date value of $107,300. The options vested as to one-third of the shares underlying the options on January 17, 2024 and the remaining options become exercisable in 24 one-month anniversaries thereafter. (8) Represents amounts paid to Mr. Gandolfo in 2023 for matching funds for his contributions to the Eyenovia 401(k) program, and a monthly cell phone allowance received by all Eyenovia, Inc. employees. (9) During 2022, we granted options to purchase 23,211 shares of common stock at an exercise price of $3.10 per share to Mr. Gandolfo. The options had a grant date value of $52,900. The options vested as to one-third of the shares underlying the options on February 14, 2023 and the remaining options become exercisable in 24 one-month anniversaries thereafter. (10) Represents amounts paid to Mr. Gandolfo in 2022 for matching funds for his contributions to the Eyenovia 401(k) program. (11) Mr. Kern became a named executive officer for the first time for the fiscal year ended December 31, 2023. (12) Mr. Kern was paid pursuant to the terms of an Employment Agreement dated December 19, 2022. (13) During 2023, we granted options to purchase 120,000 shares of common stock at an exercise price of $1.72 per share to Mr. Kern. The options had a grant date value of $151,400. The options vested as to one-third of the shares underlying the options on January 3, 2024 and the remaining options become exercisable in 24 one-month anniversaries thereafter. (14) Represents amounts paid to Mr. Kern in 2023 for matching funds for his contributions to the Eyenovia 401(k) program, and a monthly cell phone allowance received by all Eyenovia, Inc. employees.

  14. Outstanding Equity Awards as of December 31, 2023

    Outstanding Equity Awards as of December 31, 2023 The following table sets forth information regarding all outstanding stock options held by our named executive officers as of December 31, 2023:

  15. Outstanding Equity Awards as of December 31, 2023

    | | Option Awards | | | | | | Number of securities underlying unexercised options (#) | Number of securities underlying unexercised options (#) | Option exercise price | Option expiration | | Michael Rowe Chief Executive Officer | 60,000(1) | — | 6.30 | 07/02/2028 | | | 19,874(2) | — | 6.20 | 07/24/2028 | | | 42,722(3) | — | 3.11 | 08/16/2029 | | | 141,622(4) | — | 2.72 | 06/03/2030 | | | 124,692 | 3,566 (5) | 6.01 | 01/29/2031 | | | 14,184 | 9,027(6) | 3.10 | 02/14/2032 | | | 195,554 | 244,446(7) | 1.66 | 08/01/2032 | | John Gandolfo Chief Financial Officer | 71,200(8) | — | 8.72 | 04/16/2028 | | | 24,842(2) | — | 6.20 | 07/24/2028 | | | 53,402(3) | — | 3.11 | 08/16/2029 | | | 114,774(4) | — | 2.72 | 06/03/2030 | | | 124,692 | 3,566(5) | 6.01 | 01/29/2031 | | | 14,184 | 9,027(6) | 3.10 | 02/24/2032 | | | — | 68,235(9) | 2.16 | 01/17/2033 | | Bren Kern Chief Operating Officer | 22,222 | 27,778(7) | 1.66 | 08/01/2032 | | | — | 120,000(10) | 1.72 | 01/03/2033 |

  16. Outstanding Equity Awards as of December 31, 2023

    (1) The options vested as to 1,666 shares on August 2, 2018 and vested in equal 1,666 share amounts on each of the 35 one-month anniversaries thereafter, subject to acceleration in certain circumstances. (2) The options vested as to one-third of the shares underlying the options on July 24, 2019 and became exercisable in equal share amounts on each of the 24 one-month anniversaries thereafter, subject to acceleration in certain circumstances. (3) The options vested as to one-third of the shares underlying the option on August 16, 2020 and the remaining options become exercisable in equal increments on each of the 24 one-month anniversaries thereafter, subject to acceleration in certain circumstances. (4) The options vested as to one-third of the shares underlying the options on June 3, 2021 and the remaining options become exercisable in equal increments on each of the 24 one-month anniversaries thereafter, subject to acceleration in certain circumstances. (5) The options vested as to one-third of the shares underlying the options on January 30, 2022 and the remaining options become exercisable in equal increments on each of the 24 one-month anniversaries thereafter, subject to acceleration in certain circumstances. (6) The options vested as to one-third of the shares underlying the options on February 14, 2023 and the remaining options become exercisable in equal increments on each of the 24 one-month anniversaries thereafter, subject to acceleration in certain circumstances. (7) The options vested as to one-third of the shares underlying the options on August 1, 2023 and the remaining options become exercisable in equal increments on each of the 24 one-month anniversaries thereafter, subject to acceleration in certain circumstances. The options vested as to 1,977 shares on May 16, 2018 and vested in equal 1,977 share amounts on each of the 35 one-month anniversaries thereafter, subject to acceleration in certain circumstances. The options vested as to one-third of the shares underlying the options on January 17, 2024 and the remaining options become exercisable in equal increments on each of the 24 one-month anniversaries thereafter, subject to acceleration in certain circumstances. (10) The options vested as to one-third of the shares underlying the options on January 3, 2024 and the remaining options become exercisable in equal increments on each of the 24 one-month anniversaries thereafter, subject to acceleration in certain circumstances.

  17. Pay Versus Performance

    Pay Versus Performance As required by Item 402(v) of Regulation S-K, the following table and related disclosure provide information about (i) the “total compensation” of our Principal Executive Officers (“PEOs”), and our other named executive officers (the “Other NEOs” or the “Non-PEO NEOs”) as presented in the “Summary Compensation Table” included elsewhere in this proxy statement, (ii) the “compensation actually paid” to our PEOs and our Other NEOs, as calculated pursuant to the SEC’s pay-versus-performance rules, (iii) certain financial performance measures and (iv) the relationship of the “compensation actually paid” to those financial performance measures. This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Exchange Act, and does not necessarily reflect value actually realized by the executives or how our Compensation Committee evaluates compensation decisions in light of company or individual performance.

  18. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO: Rowe(1) | Compensation Actually Paid to PEO: Rowe(2)(3) | Summary Compensation Table Total for PEO: Ianchulev(1) | Compensation Actually Paid to PEO: Ianchulev(2)(3) | Average Summary Compensation Table Total for Non-PEO NEOs(1) | Average Compensation Actually Paid to Non-PEO NEOs(2)(3) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return(4) | Net Income (Loss) (in thousands) | | 2023 | $775,468 | $1,184,606 | N/A | N/A | $626,220 | $658,059 | $52.00 | $(27,261) | | 2022 | $1,333,510 | $1,286,810 | $732,383 | $731,683 | $651,288 | $621,388 | $40.75 | $(28,011) |

  19. Pay Versus Performance

    (1) In 2022, each of Mr. Rowe and Mr. Ianchulev served as our PEO for part of the year. Mr. Rowe served as our only PEO in 2023. The Non-PEO NEOs for whom the average compensation is presented in this table for 2023 are Mr. Gandolfo and Mr. Kern and for 2022 is Mr. Gandolfo. (2) The amounts shown as Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually realized or received by the Company’s NEOs. These amounts reflect total compensation as set forth in the Summary Compensation Table for each year, adjusted as described in footnote 3 below. (3) Compensation Actually Paid reflects the exclusions and inclusions for the PEOs and the Non-PEO NEOs set forth below. Amounts excluded, which are set forth in the table below, represent the Stock Awards and Option Awards reported in the Stock Awards and Option Awards columns of the Summary Compensation Table for each applicable year. Amounts added back to determine Compensation Actually Paid are made up of the following components, which are set forth in the table below, as applicable: (i) the fair value as of the end of the fiscal year of outstanding and unvested equity awards granted in that year; (ii) the change in fair value during the year of equity awards granted in prior years that remained outstanding and unvested at the end of the year; (iii) the fair value as of the vesting date of equity awards that were granted and vested in that year; and (iv) the change in fair value during the year through the vesting date of equity awards granted in prior years that vested during that year. The fair value at the end of the prior year of awards granted in any prior year that failed to meet applicable vesting conditions during the covered year would be subtracted, but there were no such awards for the PEOs or the Non-PEO NEOs in 2022 or 2023. Equity values are calculated in accordance with ASC Topic 718. Reflects the cumulative shareholder return over the relevant fiscal year, computed in accordance with SEC rules. The value in this column is the value at the end of each applicable year assuming a $100 investment was made in Eyenovia common stock on December 31, 2021. The closing price of our common stock on December 31, 2021 was $4.00, the closing price of our common stock on December 31, 2022 was $1.63, and the closing price of our common stock on December 31, 2023 was $2.08. In accordance with the requirements of Item 402(v) of Regulation S-K, the following table details the adjustments to the Summary Compensation Table to determine “compensation actually paid” for the PEOs and NEOs. The dollar amounts do not reflect actual compensation earned by or paid to our PEOs and NEOs during the applicable year.

  20. Pay Versus Performance

    | | PEO: Rowe | | PEO: Ianchulev | | Non-PEO NEOs | | | | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | | Summary Compensation Table Total | $775,468 | $1,333,510 | N/A | $732,383 | $626,220 | $651,288 | | Less: Average Grant Date Fair Value of Equity Awards | — | (583,500) | — | (69,900) | (129,350) | (52,900) | | Less: Average Grant Date Fair Value of Equity Awards Granted in Prior Years that Forfeited During the Fiscal Year | — | — | — | — | — | — | | Add: Year-End Fair Value of Equity Awards Granted in the Year | — | 536,800 | — | 69,200 | 138,600 | 23,000 | | Add: Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | 371,700 | — | — | — | 11,000 | — | | Add: Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | 37,438 | — | — | — | 11,590 | — | | Average Compensation Actually Paid | $1,184,606 | $1,286,810 | N/A | $731,683 | $658,059 | $621,388 |

  21. Comparison of “Compensation Actually Paid” to our Total Shareholder Return (“TSR”)

    Comparison of “Compensation Actually Paid” to our Total Shareholder Return (“TSR”) Our TSR was $40.75 and $52.00 for the years ended December 31, 2022 and 2023, respectively. Dr. Ianchulev’s “compensation actually paid” was $0.7 million for the year ended December 31, 2022, and Mr. Rowe’s “compensation actually paid” was $1.3 million and $1.2 million for the years ended December 31, 2022 and 2023, respectively. The average “compensation actually paid” to our Other NEOs was $0.6 million and $0.7 million for the years ended December 31, 2022 and 2023, respectively. Our TSR increased from December 31, 2022 to December 31, 2023; “compensation actually paid” to our PEOs decreased between 2022 and 2023; and average “compensation actually paid” to our Other NEOs increased between 2022 and 2023.

  22. Comparison of “Compensation Actually Paid” to Net Income (Loss)

    Comparison of “Compensation Actually Paid” to Net Income (Loss) Our net loss was approximately $28.0 million in 2022 and $27.2 million in 2023. Dr. Ianchulev’s “compensation actually paid” was $0.7 million for the year ended December 31, 2022, and Mr. Rowe’s “compensation actually paid” was $1.3 million and $1.2 million for the years ended December 31, 2022 and 2023, respectively. The average “compensation actually paid” to our Other NEOs was $0.6 million and $0.7 million for the years ended December 31, 2022 and 2023, respectively. Our net loss decreased over the two years reported; “compensation actually paid” to our PEOs decreased between 2022 and 2023; and average “compensation actually paid” to our Other NEOs increased between 2022 and 2023. We do not utilize TSR or net income (loss) as performance measures in our executive compensation program; however, we do utilize other performance measures to align executive compensation with the Company’s performance.