DEF 14A of EyePoint, Inc.
Filed Apr 27, 2026 · FY20250001193125-26-182035
DIRECTORS AND EXECUTIVE OFFICERS
DIRECTORS AND EXECUTIVE OFFICERS
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, is removed or becomes disqualified. Nancy Lurker will not stand for re-election at our Annual Meeting but will continue to serve as a director until the expiration of her term at the Annual Meeting. The size of the Board will become eight (8) members as of the Annual Meeting. 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 21, 2026 other than Ms. Lurker who will not stand for re-election at our Annual Meeting:
Directors and Director Nominees
| Name | Age | Position | Director Since | | Göran Ando, M.D. | 77 | Chair of the Board of Directors | 2018 | | Jay S. Duker, M.D. | 67 | President, Chief Executive Officer and Director | 2016-2020, 2023 | | John B. Landis, Ph.D. | 73 | Director | 2018 | | Wendy DiCicco | 58 | Director | 2019 | | Karen Zaderej | 64 | Director | 2022 | | Stuart Duty | 61 | Director | 2023 | | Fred Hassan | 80 | Director | 2024 | | Reginald J. Sanders, M.D. | 67 | Director | 2025 |
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 for more than 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), Nanexa AB (a public company listed on the Swiss Exchange) and Director of Initiator AB (a public company of Denmark). 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.
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. 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.
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.
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 2025, 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, 2025. 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 $235,000. 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 approximately $186,000. 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.
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, 2025. 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 five times during the year ended December 31, 2025. 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.”
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, 2025:
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 | 9,267,234(1) | $10.83 | 4,936,991(5) | | Equity Compensation plans not approved by security holders(2) | 1,872,146(3) | 14.51 | — | | Total | 11,139,380 | $11.54 | 4,936,991 |
Equity Compensation Plan Information
(1) Consists of outstanding stock options and restricted stock units to purchase 9,267,234 awards pursuant to our 2008 Equity Incentive Plan, as amended (2008 Plan), our 2016 Plan, as amended (2016 Plan), and our 2023 Plan, as amended (2023 Plan). (2) Our Board has not established any specific number of shares that could be issued without stockholder approval. (3) Consists of an aggregate of 1,872,146 shares of our common stock under stock options issued as inducement grants as of December 31, 2025. These stock options are generally subject to the same terms and conditions as those awarded pursuant to the plans approved by our stockholders. (4) Restricted stock units are not included in the weighted-average exercise price calculation because there is no exercise price associated with stock units. Consists of 4,727,914 available for issuance under the 2023 Plan and 209,077 shares available for issuance under our 2019 Employee Stock Purchase Plan, as amended.
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION Our named executive officers for the year ended December 31, 2025 are Dr. Jay Duker, our current President and Chief Executive Officer, George Elston, our Executive Vice President and Chief Financial Officer, and Ramiro Ribeiro, our Chief Medical Officer, who we collectively refer to as our Named Executive Officers.
Summary Compensation Table
Summary Compensation Table The following table and footnotes provide information regarding the compensation of our Named Executive Officers for the years ended December 31, 2025 and 2024:
Summary Compensation Table
| Executive Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Jay Duker | 2025 | 696,251 | — | 1,610,700 | 2,604,113 | 632,700 | 24,588 | 5,568,352 | | President and Chief Executive Officer | 2024 | 669,500 | — | 1,836,000 | 2,924,998 | 498,888 | 25,421 | 5,954,807 | | George Elston | 2025 | 527,677 | — | 487,340 | 781,234 | 352,148 | 24,977 | 2,173,376 | | Executive Vice President and Chief Financial Officer | 2024 | 507,368 | — | 918,000 | 1,462,499 | 291,917 | 25,189 | 3,204,973 | | Ramiro Ribeiro | 2025 | 505,007 | — | 487,340 | 781,234 | 359,771 | 23,778 | 2,157,130 | | Chief Medical Officer | 2024 | 404,167 | 60,000(1) | — | 2,791,341 | 276,359 | 2,052 | 3,533,919 |
Summary Compensation Table
(1) This amount represents a sign-on bonus that was paid to Dr. Ribeiro. (2) 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, 2025 filed on March 5, 2026. The grant date fair value was measured at the date of Compensation Committee approval of stock awards to our Named Executive Officers. (3) 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, 2025 filed on March 5, 2026. The grant date fair value was measured at the date of Compensation Committee approval of option awards to our Named Executive Officers. (4) These amounts represent the amount of the annual performance bonus earned by the Named Executive Officer for calendar years 2025 and 2024, as applicable. (5) These amounts consist of 401(k) employer matching contributions and payment of group term life and long term disability insurance premiums.
Outstanding Equity Awards at 2025 Year End
Outstanding Equity Awards at 2025 Year End The following table and footnotes provide information concerning outstanding equity awards for our Named Executive Officers as of December 31, 2025:
Outstanding Equity Awards at 2025 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 | ($) | Date | (#) | ($)(7) | (#) | ($) | | Jay Duker | 4,000 | — | 31.70 | 09/26/26 | | | | | | | 2,666 | — | 19.50 | 06/21/28 | | | | | | | 4,000 | — | 26.50 | 02/21/29 | | | | | | | 3,350 | — | 12.90 | 02/28/30 | | | | | | | 25,000 | — | 7.20 | 07/13/30 | | | | | | | 60,300 | — | 13.13 | 02/09/31 | | | | | | | 239,700 | — | 11.47 | 11/01/31 | | | | | | | 81,458 | 3,542(1) | 10.13 | 02/09/32 | | | | | | | 65,300 | — | 9.45 | 09/06/32 | | | | | | | 90,967 | 33,788(1) | 3.26 | 01/05/33 | | | | | | | 60,416 | 39,584(1) | 9.11 | 07/10/33 | | | | | | | 86,250 | 93,750(1) | 20.40 | 01/04/34 | | | | | | | — | 390,000(1) | 8.26 | 01/03/35 | | | | | | | | | | | 292,460(4) | 5,343,244 | | | | George Elston | 74,500 | — | 14.20 | 11/14/29 | | | | | | | 11,037 | — | 12.90 | 02/28/30 | | | | | | | 60,300 | — | 13.13 | 02/09/31 | | | | | | | 67,083 | 2,917(2) | 10.13 | 02/09/32 | | | | | | | 66,831 | 24,824(2) | 3.26 | 01/05/33 | | | | | | | 29,062 | 15,938(2) | 5.93 | 05/24/33 | | | | | | | 16,250 | 13,750(2) | 8.23 | 10/15/33 | | | | | | | 43,125 | 46,875(2) | 20.40 | 01/04/34 | | | | | | | — | 117,000(2) | 8.26 | 01/03/35 | | | | | | | | | | | 111,785(5) | 2,042,312 | | | | Ramiro Ribeiro | 54,687 | 70,313(3) | 28.00 | 03/01/34 | | | | | | | — | 117,000(3) | 8.26 | 01/03/35 | | | | | | | | | | | 59,000(6) | 1,077,930 | | |
Outstanding Equity Awards at 2025 Year End
(1) Dr. Duker’s unexercisable options vest and become exercisable as follows: 3,542 ratably monthly through February 9, 2026, 33,788 ratably monthly through January 6, 2027, 39,584 ratably monthly through July 10, 2027, 93,750 ratably monthly through January 5, 2028 and 390,000 as to 25% at the one year anniversary of the grant date and the remainder ratably monthly through January 3, 2029. (2) Mr. Elston’s unexercisable options vest and become exercisable as follows: 2,917 ratably monthly through February 9, 2026, 24,824 ratably monthly through January 6, 2027, 15,938 ratably monthly through May 25, 2027, 13,750 ratably monthly through October 16, 2027, 46,875 ratably monthly through January 5, 2028 and 117,000 as to 25% at the one year anniversary of the grant date and the remainder ratably monthly through January 3, 2029. (3) Dr. Ribeiro’s unexercisable options vest and become exercisable as follows: 70,313 ratably monthly through March 1, 2028 and 117,000 as to 25% at the one year anniversary of the grant date and the remainder ratably monthly through January 3, 2029. Dr. Duker’s restricted stock units vest as follows: 20,793 on January 6, 2026, 16,667 on July 10, 2026, 60,000 in two ratable annual installments commencing on January 5, 2026 and 195,000 in three ratable annual installments commencing January 3, 2026. Mr. Elston's restricted stock units vest as follows: 7,500 on May 25, 2026, 15,285 on January 6, 2026, 30,000 in two ratable annual installments commencing on January 5, 2026 and 59,000 in three ratable annual installments commencing January 3, 2026. Dr. Ribeiro’s restricted stock units vest as follows: 59,000 in three ratable annual installments commencing January 3, 2026. (7) The market price of unvested and unearned stock awards is calculated based on the closing price of our common stock at December 31, 2025 of $18.27, as reported on the Nasdaq Global Market.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
Compensation Summary
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1)(2) | Stock Awards ($)(1)(2) | All Other Compensation ($) | Total ($) | | Göran Ando | 96,250 | 272,022 | — | — | 368,272 | | John Landis | 48,750 | 262,190 | — | — | 310,940 | | Wendy DiCicco | 77,500 | 262,190 | — | — | 339,690 | | Karen Zaderej | 70,000 | 262,190 | — | — | 332,190 | | Stuart Duty | 62,500 | 262,190 | — | — | 324,690 | | Nancy Lurker | 77,500 | 262,190 | — | — | 339,690 | | Fred Hassan | 50,000 | 262,190 | — | — | 312,190 | | Reginald Sanders | 52,500 | 586,468 | — | — | 638,968 |
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, 2025, 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 $10,000 for the Chair and $5,000 for each member of the Compliance 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 $1,000 for each Board and committee meeting attended thereafter; initial grant of an option to purchase 41,500 options for a new Chair; for 2025 and prior, initial grant of 80,000 options for a new director, which vest in three equal annual installments commencing on the first anniversary of the date of grant. Beginning in 2026, initial grant amount is to be determined at time of appointment for a new director; annual grants of options for the Board Chair and other non-executive directors, subject to allowable allocations between stock options and restricted stock units utilizing relative values between each instrument determined in consultation with the Company’s compensation consultant. Annual grants vest on the first anniversary of the date of grant. On December 18, 2025, the Compensation Committee approved the following annual equity awards consisting of stock options as described above.
Elements of Non-Executive Director Compensation
| Name | Option Award (1) | Stock Award | | Göran Ando | 41,500 | — | | John Landis | 40,000 | — | | Wendy DiCicco | 40,000 | — | | Karen Zaderej | 40,000 | — | | Stuart Duty | 40,000 | — | | Fred Hassan | 40,000 | — | | Nancy Lurker | 40,000 | — | | Reginald Sanders | 40,000 | — |
Elements of Non-Executive Director Compensation
(1) Dr. Duker receives no additional compensation for serving as a director.
PAY VERSUS PERFORMANCE DISCLOSURE
PAY VERSUS PERFORMANCE DISCLOSURE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following disclosure regarding executive compensation for our principal executive officer (PEO) and Non-PEO NEOs and Company performance for the fiscal years listed below.
PAY VERSUS PERFORMANCE DISCLOSURE
| Year | Summary Compensation Table Total for First PEO(1) ($) | 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) | | 2025 | — | — | 5,568,352 | 13,986,539 | 2,165,253 | 4,962,022 | 522 | (231,962) | | 2024 | — | — | 5,954,807 | (3,635,201) | 3,349,796 | (259,766) | 212.86 | (130,870) | | 2023 | 3,737,385 | 23,226,384 | 2,915,146 | 12,936,773 | 1,539,141 | 6,445,530 | 660.29 | (70,795) |
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.
PAY VERSUS PERFORMANCE DISCLOSURE
| 2023 | 2024 | 2025 | | George Elston | George Elston | George Elston | | Dario Paggiarino | Ramiro Ribeiro | Ramiro Ribeiro |
PAY VERSUS PERFORMANCE DISCLOSURE
(2) 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. (3) 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.
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 ($) (5) | Compensation Actually Paid to Second PEO ($) | | 2025 | 5,568,352 | (4,214,813) | 12,633,000 | 13,986,539 |
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 ($) (5) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 2,165,253 | (1,268,574) | 4,065,343 | 4,962,022 |
PAY VERSUS PERFORMANCE DISCLOSURE
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
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 ($) | | 2025 | 9,612,654 | 2,648,310 | — | 372,036 | — | — | 12,633,000 |
PAY VERSUS PERFORMANCE DISCLOSURE
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | 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 ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | 2,892,931 | 1,086,079 | — | 86,333 | — | — | 4,065,343 |
PAY VERSUS PERFORMANCE DISCLOSURE
Assumes $100 was invested in the Company for the period starting December 31, 2022, through the end of the listed year. Historical stock performance is not necessarily indicative of future stock performance. 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.