James Gruber
About James Gruber
James R. Gruber, age 53, is Eton Pharmaceuticals’ Chief Financial Officer, Treasurer, and Secretary, a role he has held since April 11, 2022. He holds an MBA from Northwestern University (Kellogg), a B.S. from Indiana University, and is a Certified Public Accountant . Prior to Eton, he served as U.S. Controller at Horizon Therapeutics from 2015–2022 and held finance leadership roles at Abbott Laboratories for 14 years, bringing 25+ years of financial management experience . Company performance during his tenure (per Pay vs Performance disclosures) shows net loss of $9.0M (2022), $0.9M (2023), and $3.8M (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Horizon Therapeutics | Vice President and U.S. Controller | 2015–2022 | Oversaw accounting during rapid growth; company closed/integrated multiple acquisitions, launched products, and revenue increased >10x during tenure . |
| Abbott Laboratories | Various finance/accounting leadership roles | ~2001–2015 (14 years) | Finance leadership across pharmaceutical and medical device business units . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company directorships or external board roles disclosed for Mr. Gruber . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 254,648 | 379,167 | 397,833 |
| Target Bonus (% of Salary) | 40% (at appointment) | Not disclosed | 45% (current employment terms) |
| Actual Annual Bonus ($) | 101,111 | 162,075 | 236,216 |
Notes:
- Mr. Gruber’s current employment agreement provides base salary of $400,400 and a target bonus of 45% of base salary (at discretion, subject to performance) .
Performance Compensation
| Year | Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|---|---|
| 2024 | Annual cash bonus | Company stock performance vs peer group | Not disclosed | Not disclosed | Not disclosed | 131.1% of target (company-wide NEO payout) | Paid in 2025 |
| 2024 | Annual cash bonus | Financial revenue and profitability | Not disclosed | Not disclosed | Not disclosed | 131.1% of target | Paid in 2025 |
| 2024 | Annual cash bonus | FDA approvals received | Not disclosed | Not disclosed | Not disclosed | 131.1% of target | Paid in 2025 |
| 2024 | Annual cash bonus | Licensing/acquisition activity | Not disclosed | Not disclosed | Not disclosed | 131.1% of target | Paid in 2025 |
Equity Ownership & Alignment
- Policy: Insider trading policy prohibits short sales, hedging, derivative transactions, margin, and pledging without prior approval—mitigating misalignment/forced sales risk .
Beneficial ownership and status
| Item | Value |
|---|---|
| Total beneficial ownership (shares) | 224,659; less than 1% of shares outstanding |
| Vested stock options included | 188,725 (incl. 14,221 vesting within 60 days of Apr 11, 2025) |
| Excluded from beneficial (post-June 10, 2025) | 200,438 unvested options; 45,876 RSUs |
| Shares outstanding reference | 26,817,535 (as of Apr 11, 2025) |
Outstanding equity awards (as of Dec 31, 2024)
| Grant Date | Type | Exercisable | Unexercisable | Exercise Price | Expiration | RSUs Unvested | RSU MV ($) |
|---|---|---|---|---|---|---|---|
| 4/11/2022 | Option | 50,000 | 50,000 | 3.81 | 4/10/2032 | — | — |
| 2/20/2023 | Option | 45,872 | 54,214 | 3.47 | 2/19/2033 | — | — |
| 2/13/2024 | Option | 30,141 | 114,536 | 4.42 | 2/12/2034 | — | — |
| 7/12/2022 | RSU | — | — | — | — | 20,000 | 266,400 |
Vesting cadence detail for options/RSUs beyond exercisable/unexercisable counts was not disclosed; option expirations shown above .
Employment Terms
| Term | Details |
|---|---|
| Start date | Appointed CFO, Treasurer, and Secretary effective April 11, 2022 . |
| Base salary (current terms) | $400,400 . |
| Target bonus | 45% of base salary (discretionary, performance-based) . |
| Equity inducement | 100,000 NQSO at hire in April 2022 (vesting over 4 years); 75,000 vested as of 2025 proxy . |
| Severance (no CIC) | If terminated without cause or resigns for good reason: 6 months base salary and continued health premium payments (subject to release/compliance) . |
| Change-in-control | Double-trigger: if terminated without cause or resigns for good reason within 1 month prior to or 12 months after a change in control, all remaining unvested options fully vest (subject to release) . |
| Restrictive covenants | Proprietary information, inventions, non-solicitation, and non-competition agreement executed . |
| Clawback/tax gross-up | No specific clawback or gross-up provisions disclosed for Mr. Gruber in proxy . |
Compensation Structure Analysis
- Year-over-year mix shifted toward performance-sensitive pay: Mr. Gruber’s cash bonus increased (2024: $236,216 vs. 2023: $162,075 vs. 2022: $101,111) and options grant fair value rose (2024: $427,231 vs. 2023: $230,698) alongside a modest salary increase—aligning pay with operating/strategic results .
- Performance payout rigor: 2024 bonuses paid at 131.1% of target based on stock performance vs peers, revenue/profitability, FDA approvals, and BD activity, indicating program responsiveness to key value drivers .
- Equity vehicle mix: Options and RSUs continue to represent long-term alignment; 2024 disclosed option grants and unvested RSUs reinforce retention and upside participation .
- Governance guardrails: Hedging/pledging prohibitions reduce misalignment and forced-sale risk; equity grant timing policy states no grants were timed around major filings in 2024 .
Say-on-Pay and Shareholder Feedback
- 2024 Say-on-Pay (advisory) passed: For 9,170,839; Against 553,043; Abstain 63,364; Broker Non-Votes 7,579,711 .
- Frequency vote in 2024 favored annual advisory votes on executive compensation .
- Company states compensation philosophy emphasizes pay-for-performance and considers vote outcomes in future decisions .
Performance & Track Record
- Company net income (loss) under Pay vs Performance disclosure: 2022: ($9,021) thousand; 2023: ($936) thousand; 2024: ($3,823) thousand .
- Achievements used for 2024 incentive determination included revenue/profitability, FDA approvals, and licensing/acquisition activity .
- Mr. Gruber previously helped support rapid growth and multiple acquisitions at Horizon, indicating transactional and scale finance experience relevant to Eton’s strategy .
Risk Indicators & Red Flags
- Pledging/hedging: Prohibited without prior approval; short sales and derivatives also prohibited .
- Section 16 compliance: Management reported all Section 16(a) reporting complied in 2024 .
- Related-party transactions: None disclosed for Mr. Gruber; a CEO-affiliated transaction is disclosed separately (not specific to Gruber) .
- Option repricing/modification: None disclosed .
Equity Ownership & Alignment (Detail)
| Component | Amount |
|---|---|
| Beneficial ownership (shares) | 224,659; <1% |
| Included in beneficial | 188,725 vested options and 14,221 options vesting within 60 days of Apr 11, 2025 |
| Excluded (post-meeting vesting) | 200,438 options and 45,876 RSUs vesting after June 10, 2025 |
| Ownership guidelines | Not disclosed in proxy |
| Pledging/hedging | Prohibited without prior approval |
Investment Implications
- Alignment: Modest direct equity exposure (<1% beneficial ownership) but substantial vested/unvested options and RSUs provide meaningful upside participation; prohibitions on pledging/hedging support shareholder alignment .
- Retention and selling pressure: Upcoming near-term vesting (14,221 options within 60 days of Apr 11, 2025) and larger post-meeting equity overhang (200,438 options; 45,876 RSUs) could create episodic trading activity around vest dates but also act as retention levers; no Form 4 analysis included here .
- Pay-for-performance: 2024 bonus at 131.1% of target tied to stock, financial, FDA, and BD milestones indicates incentives oriented to value drivers; increased 2024 option grant value further links pay to future performance .
- Change-in-control economics: Double-trigger acceleration and 6 months’ cash/benefits severance are moderate; terms balance retention with shareholder-friendly features (no single-trigger acceleration) .
- Governance and support: Strong 2024 Say-on-Pay support and robust trading/hedging restrictions lower governance risk; continued focus on profitability will be a key determinant of future payouts and perceived alignment .