Sean Brynjelsen - President and Chief Executive Officer | Eton Pharmaceuticals (ETON) Executive Profile & Compensation

About Sean Brynjelsen

Sean E. Brynjelsen is President, CEO, and a director of Eton Pharmaceuticals since 2017. He is 53 years old (as of April 11, 2025) and holds an MBA (Notre Dame) and M.S. in Chemistry/B.S. in Biochemistry (University of Illinois) . Under his tenure, revenue scaled from $0.96M (2019) to $39.0M (2024), while net losses narrowed versus earlier years; EBITDA losses also moderated versus 2020-2022. See performance table below .

Metric (USD)	FY 2017	FY 2018	FY 2019	FY 2020	FY 2021	FY 2022	FY 2023	FY 2024
Revenues	—	—	959,000	39,000	21,832,000	21,251,000	31,642,000	39,011,000
EBITDA	-10,705,500*	-10,258,000*	-18,275,000*	-26,589,000*	-1,121,000*	-6,548,000*	-358,000*	-1,106,000*
Net Income - (IS)	-10,734,000*	-12,740,000*	-18,320,000*	-27,970,000*	-1,955,000*	-9,021,000*	-936,000*	-3,823,000*
Note: *Values retrieved from S&P Global.

Past Roles

Organization	Role	Years	Strategic Impact
Sagent Pharmaceuticals	Corporate officer & EVP	Not disclosed	Led multiple successful M&A transactions
Akorn Pharmaceuticals	SVP, Global Business Development	Not disclosed	Led BD group
Baxter / Pfizer (Hospira)	Product development scientist (sterile pharmaceuticals)	Not disclosed	Technical foundation in sterile pharma development

External Roles

Organization	Role	Years	Strategic Impact
Covis Pharma (private)	Advisory Board Member	Since Aug 2023	External perspective in specialty pharma

Fixed Compensation

Year	Base Salary ($)	Target Bonus %	Actual Cash Bonus ($)	Notes
2024	615,536	60% of base (per employment agreement)	487,304	2024 payout set at 131.1% of target based on metrics achieved
2023	591,862	60% of base (per employment agreement)	334,355	2023 payout at 93.6% of target

Performance Compensation

Annual incentive framework and outcomes (cash): | Year | Performance Metrics | Weighting | Target | Actual | Payout | |---|---|---|---|---|---| | 2024 | Stock performance vs peer group; revenue and profitability; FDA approvals; BD/licensing activity | Not disclosed | 60% of base salary | Not disclosed | 131.1% of target | | 2023 | Stock performance vs peers; revenue and profitability; FDA approvals; BD/licensing | Not disclosed | 60% of base salary | Not disclosed | 93.6% of target |
Equity awards outstanding (CEO) as of Dec 31, 2024: | Grant Date | Type | Exercisable | Unexercisable | Strike ($) | Expiration | Unvested RSUs | RSU Market Value ($) | |---|---|---:|---:|---:|---|---:|---:| | 2/13/2024 | Option | 91,381 | 347,252 | 4.42 | 2/12/2034 | — | — | | 2/20/2023 | Option | 160,591 | 189,790 | 3.47 | 2/19/2033 | — | — | | 2/7/2022 | Option | 416,500 | — | 3.78 | 2/6/2032 | — | — | | 5/3/2021 | Option | 245,000 | — | 8.61 | 5/2/2031 | — | — | | 3/12/2020 | Option | 490,000 | — | 3.58 | 3/11/2030 | — | — | | 2/20/2019 | Option | 250,000 | — | 7.31 | 2/19/2029 | — | — | | 11/10/2017 | Option | 200,000 | — | 1.37 | 11/9/2027 | — | — | | 7/12/2022 | RSU | — | — | — | — | 55,000 | 732,600 |
2024 grant-date option award value (CEO): $1,295,283 .

Equity Ownership & Alignment

As of	Total Beneficial Ownership (Shares)	% Outstanding	Vested Options	Options Vesting ≤60 days	Excluded (post-meeting) Unvested Options	Excluded Unvested RSUs
Apr 11, 2025	3,083,513	10.70%	1,964,503	44,070	544,410	127,004

Policy on pledging/hedging: Short sales and derivative hedging transactions are prohibited; pledging or borrowing against company securities and derivative transactions require prior approval; margin accounts are prohibited for executives and directors .
Director compensation: Only non-employee directors receive director fees; CEO is not listed in director compensation table .

Employment Terms

Employment: At-will; CEO since 2017 .
Base salary (current in agreement): $619,507 effective Mar 1, 2023 .
Annual bonus target: Up to 60% of base salary; board discretion based on goals .
Initial equity: 1,000,000 restricted shares at commencement; fully vested in May 2019 .
Severance (termination without cause or good reason): 12 months of base salary and continued health premiums, subject to release .
Change-of-control: Double-trigger—if terminated without cause or for good reason within one month prior to or 12 months following a change in control, all unvested equity vests (accelerated vesting) .
Restrictive covenants: Proprietary information, inventions, non-solicitation, and non-competition agreement executed with the company .

Board Governance

Role: Director since 2017; CEO; not independent. Chairman role is separated and held by Dr. Norbert G. Riedel; board intends to keep roles separate .
Committee memberships: None for the CEO; all board committees (Audit, Compensation, Nominating) are fully independent and chaired by independent directors .
Board independence: All directors except the CEO are independent under Nasdaq rules .
Board meetings/attendance: Eight meetings in 2024; each director attended at least 75% of meetings of the board and their committees .

Say-on-Pay & Shareholder Feedback

2024 Annual Meeting results (June 11, 2024):
- Directors elected: Sean E. Brynjelsen (For: 9,666,679; Against: 118,185; Abstain: 2,382; Broker non-votes: 7,579,711) .
- Say-on-Pay: For 9,170,839; Against 553,043; Abstain 63,364; Broker non-votes 7,579,711 .
- Say-on-Pay frequency: 1 year (6,169,483) selected over 2 years (45,500) and 3 years (3,545,483) .

Related-Party Transactions and Red Flags

Selenix/DS-200: The company amended its Selenix agreement (entity affiliated with CEO) in Aug 2024; Selenix waived certain rights in exchange for 45% of DS-200 sale proceeds. Eton paid $220,000 in Oct 2024 and will pay $675,000 in June 2025. Selenix is 50% owned by Messa Holdings LLC, which is 100% owned by the CEO .
Eyemax LLC (EM-100): CEO held 33% interest; Eton paid $500,000 milestone in Feb 2021; Bausch discontinued sales in Mar 2023 .
Family employment: CEO’s daughter employed; compensation was $203,329 in 2024 and $155,588 in 2023 .
Policy/controls: Related-party transactions reviewed under a written policy by the Audit Committee .

Compensation Committee Analysis

Members (2024/2025): Charles Casamento (Chair), Paul Maier, Norbert G. Riedel, Jenn Adams; all independent .
Consultant: Radford (Aon) engaged for benchmarking; Company does not disclose a fixed peer group or target percentile in the proxy .
Risk assessment: Committee believes programs do not encourage excessive risk-taking .

Director Service Details (for governance quality)

Independence status: CEO is not independent; all other directors independent .
Committee roles: CEO holds none; Audit (Maier chair), Compensation (Casamento chair), Nominating (Riedel chair) .
Meeting attendance: ≥75% for each director in 2024 .
Lead structures: Chair/CEO roles separated; board emphasizes independent oversight .

Equity Overhang and Vesting/Selling Dynamics

Near-term vesting: 44,070 options vest within 60 days of Apr 11, 2025 for the CEO .
Unvested pipeline: 544,410 options and 127,004 RSUs vest after June 10, 2025 (post-annual meeting) .
Exercisable options: 1,964,503 vested options as of Apr 11, 2025 indicate significant exercisable equity; hedging/pledging constrained by policy .

Investment Implications

Alignment: High insider ownership (CEO 10.70%) and meaningful unvested equity create strong long-term alignment; hedging/pledging restrictions further align interests .
Retention and change-of-control: Double-trigger acceleration with 12 months salary and health benefits provides standard protections without excessive cash severance; no tax gross-ups disclosed .
Pay-for-performance: Annual cash bonuses tied to stock performance versus peers, financial outcomes, FDA approvals, and BD activity; 2024 payout at 131.1% reflects strong relative goal achievement .
Governance: CEO also serves as director, but separation of Chair and fully independent committees mitigates dual-role concerns .
Watch items: Related-party transactions (Selenix/Eyemax) and family employment warrant ongoing monitoring; ensure continued audit committee oversight and transparent disclosures .