Ellen Strahlman
About Ellen Strahlman
Ellen Strahlman, M.D., MHSc (age 67) has served as an independent director since July 2022. A Harvard-trained biochemist and Johns Hopkins-trained ophthalmologist, she was EVP, R&D and Chief Medical Officer at Becton Dickinson (2013–2018) and previously SVP/CMO at GSK (2008–2013), with prior senior roles in product development and commercialization at Pfizer, Novartis, Virogen, Merck, and Bausch & Lomb (SVP R&D/CMO, 1995–2000). She has been recognized for industry leadership in product innovation and served as Industry Representative on FDA/CDER DODAC (2008–2013). She also serves on external boards including Altria Group and formerly Syncona Limited, and is a visiting professor at the University of Turku.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Becton, Dickinson (BD) | EVP, R&D and Chief Medical Officer | 2013–2018 | BD recognized as Outstanding Corporate Innovator (2015) during her tenure |
| GlaxoSmithKline (GSK) | SVP & Chief Medical Officer; Senior Advisor to CEO (Global Health Programs) | 2008–2013 | Led global health programs; industry integrity reputation noted |
| Bausch & Lomb | SVP R&D and Chief Medical Officer | 1995–2000 | Company recognized as Outstanding Corporate Innovator during tenure |
| FDA/CDER DODAC | Industry Representative | 2008–2013 | Dermatology & Ophthalmology Advisory Committee service |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Altria Group (NYSE: MO) | Director; Chair, Innovation Committee | Director since Nov 2020; Chair since May 2024 | Innovation oversight at a large-cap consumer company |
| Syncona Limited (LSE: SYNC.L) | Director; Chair of Audit & Compensation Committees | 2015–2025 | Chaired key governance committees; prior director of Syncona Partners LLP |
| University of Turku, Finland | Visiting Professor | Current | Academic appointment |
Board Governance
- Independence: Board determined Dr. Strahlman is “independent” under Nasdaq rules.
- Committee assignments (2024/2025):
- Audit Committee: Member (Chair: Michael Geltzeiler); Audit met 4 times in 2024.
- Compensation Committee: Chair (members: Geltzeiler, Jacobson); Comp met 2 times in 2024.
- Nominating & Corporate Governance Committee: Member (Chair: Rachel Jacobson); No meetings in 2024.
- Attendance: All directors then serving attended at least 75% of board and committee meetings in 2024; all attended the virtual annual meeting.
- Years of service on Board: Director since July 2022.
- Board leadership: CEO Michael Rowe serves as Acting Chair since June 2025 (not a separate Lead Independent Director).
Fixed Compensation
- Policy evolution:
- 2024 policy: Annual retainer $40,000; annual equity award valued at $80,000 (half RSUs, half options); committee chair/member retainers: Audit ($20k/$10k), Compensation ($15k/$7.5k), Nominating ($10k/$5k), Innovation ($15k/$7.5k).
- Amended July 22, 2025: Quarterly director retainer $25,000; one-time 50,000 RSUs granted at the 2025 annual meeting with scheduled vesting; beginning with the 2026 meeting, annual equity grant valued at $185,000 in RSUs; additional quarterly retainers—Board Chair $15k; Audit Chair $10k (members $5k), Compensation Chair $10k (members $5k), Nominating Chair $10k (members $5k).
| Fiscal Year | Cash Fees ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 (actual) | 65,000 | 40,000 | 40,000 | 145,000 |
Performance Compensation
- Director equity structure is time-based; no performance metrics disclosed for director awards.
| Grant | Instrument | Quantity | Exercise Price | Vesting Schedule | Notes |
|---|---|---|---|---|---|
| June 12, 2024 | RSUs | 61,481 (768 post-split) | N/A | Vested June 12, 2025 | $40,000 grant date fair value |
| June 12, 2024 | Options | 85,106 (1,064 post-split) | $0.65 | Exercisable June 12, 2025 | $40,000 grant date fair value |
| Aug 18, 2025 (one-time) | RSUs | 50,000 | N/A | 25,000 vest 12/15/2025; 12,500 vest 5/26/2026; 12,500 vest 8/16/2026; full acceleration upon change-in-control or involuntary end of board service (other than self-initiated) | Recognizes new strategy and reconstituted Board |
Notable governance change: 2018 Plan amendments remove the annual dollar limit on non-employee director equity awards (previously $150,000), increasing discretion on director pay.
Other Directorships & Interlocks
| Company | Overlap/Interlock | Potential Conflict Considerations |
|---|---|---|
| Altria Group | Consumer tobacco; no disclosed transactions with EYEN | No related-party transactions disclosed involving directors since Jan 1, 2023. |
| Syncona Limited | Life sciences investment trust; prior committee leadership | No related-party transactions disclosed involving directors since Jan 1, 2023. |
Expertise & Qualifications
- Board-certified ophthalmologist; extensive C-suite leadership in life sciences innovation, development, and commercialization.
- Prior chair roles for Audit and Compensation committees (Syncona) and current Compensation Committee Chair at EYEN; strong governance experience.
- Recognitions include Outstanding Corporate Innovator awards at BD and Bausch & Lomb during her tenure.
Equity Ownership
| Component | Shares |
|---|---|
| Direct/common | 471 |
| Vested, undelivered RSUs | 6,235 |
| Options exercisable within 60 days | 1,723 |
| Total beneficially owned | 8,429 |
- Ownership percentage: less than 1% of outstanding shares (5,304,868 shares outstanding as of July 8, 2025).
- Company insider policy strongly discourages hedging and pledging of company stock.
- Section 16(a) compliance: Company believes all insiders complied with filing requirements in the prior fiscal year.
Governance Assessment
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Strengths
- Independent director with deep sector expertise; chairs Compensation Committee and serves on Audit and Nominating, supporting board effectiveness and oversight.
- Documented attendance (≥75%) and committee activity (Audit met 4x; Comp 2x), indicating engagement.
- No related-party transactions involving directors above threshold since Jan 1, 2023, reducing conflict risk.
-
Watch items / RED FLAGS
- Board leadership: CEO serves as Acting Chair; absence of a distinct independent chair or lead independent director can constrain independent oversight.
- Compensation governance: 2018 Plan amendments removed the annual limit on non-employee director equity awards, increasing pay discretion and potential inflation risk without stated performance conditions.
- Capital structure proposals: significant share authorization increase (common to 600M; preferred to 60M) and warrant issuances may dilute ownership; while not directly tied to Strahlman, these actions elevate governance scrutiny on board stewardship of shareholder dilution and director equity sizing.
Overall implication for investors: Dr. Strahlman brings high-caliber life sciences and governance expertise with active committee leadership and independent status, bolstering board effectiveness. Governance risk centers on board leadership structure (CEO as Acting Chair) and expanded latitude for director equity awards; monitoring director grant levels and board independence mechanisms is prudent.