Michael Rowe

About Michael Rowe

Michael Rowe is Chief Executive Officer (since August 2022) and a director of EYEN, serving as Acting Chair of the Board since June 2025. He previously served as Corporate Vice President (2018–2021) and COO (2021–2022) at the Company. He holds a B.A. from SUNY Stony Brook and an M.S. from Rensselaer Polytechnic Institute and is age 63 as of July 18, 2025 . Pay-versus-performance disclosures show Compensation Actually Paid to Rowe of $1.29M (2022), $1.18M (2023), and $0.51M (2024), while TSR (value of $100 investment) moved from $40.75 (2022) to $52.00 (2023) then fell to $3.65 (2024), and net losses were $(28.0)M (2022), $(27.2)M (2023), and $(49.8)M (2024) . The company does not use TSR or net income as performance measures in its executive compensation program .

Past Roles

External Roles

Fixed Compensation

Notes:

• Employment Agreement (amended June 17, 2025) sets base salary not less than $575,000 and bonus eligibility based on pre-established objectives .

Performance Compensation

Pay-versus-performance (PEO Rowe and company metrics):

Equity Ownership & Alignment

Beneficial ownership (as of July 8, 2025):

• Shares beneficially owned: 18,803 (includes 1,374 common shares; 6,600 vested and undelivered RSUs; 10,829 options exercisable within 60 days) .
• Percent of outstanding: approximately 0.35% (18,803 of 5,304,868 shares; table lists “<1%”) .
• Hedging/pledging: Insider Trading Policy strongly discourages hedging, holding in margin accounts, and pledging; no pledges disclosed .

Outstanding equity awards (as of Dec 31, 2024; post reverse split):

Implications for selling pressure:

• The 2024 grant (936 options) began vesting Feb 12, 2025 with ongoing monthly vesting for 24 months, creating a steady stream of newly vesting shares that could contribute to periodic insider sale windows, subject to trading policy windows and personal decisions . Section 16 compliance was reported with no delinquencies .

Employment Terms

• Agreement: Employment Agreement dated July 26, 2022, amended June 17, 2025 .
• Base salary: Not less than $575,000; annual bonus eligibility based on pre‑established individual and company objectives; eligible for equity awards under current equity plan .
• Severance (non‑CIC): If terminated without Cause after first 6 months as CEO or upon retirement at/after age 64, lump sum of 12 months base salary and up to 12 months company‑paid health coverage (COBRA) plus accrued obligations, subject to conditions .
• Change-in-control (double trigger): If within 12 months following a “Corporate Transaction,” termination without Cause or Involuntary Termination occurs, severance equals 12 months base salary plus up to 12 months COBRA; requires release of claims .
• Clawback/tax gross‑ups: Not disclosed in proxy. Hedging/pledging policy discourages such transactions; full Insider Trading Policy referenced in 10‑K exhibit .

Board Governance

• Role: CEO, Director, and Acting Chair since June 2025; signed proxy as Acting Chairman .
• Committees: Compensation Committee (Chair: Dr. Ellen Strahlman; members: Michael Geltzeiler, Rachel Jacobson), Audit Committee (Geltzeiler, Strahlman, Jacobson; Geltzeiler as “audit committee financial expert”), Nominating & Corporate Governance Committee (Chair: Jacobson; members: Geltzeiler, Strahlman). Rowe is not listed on any committee and is not independent (as CEO) .
• Board activity: 27 board meetings in 2024; all directors attended ≥75% of board and committee meetings .
• Independence and dual‑role implications: With Rowe as Acting Chair, agenda‑setting authority sits with a non‑independent executive, concentrating power; however, key committees are fully independent, and a sponsor (Hyperion DeFi Holdings, LLC) has rights to nominate a director to serve as Chair under a 2025 financing agreement, which can further influence board leadership composition .

Director Compensation (as it relates to Rowe)

• Non‑employee director policy (amended July 22, 2025): Quarterly retainer $25,000; one‑time 50,000 RSUs; beginning 2026, annual RSU grant valued at $185,000; additional quarterly retainers for Chair ($15,000) and committee roles .
• Rowe, as an employee director, is excluded from non‑employee director pay tables .

Related-Party Transactions

• No related‑party transactions since Jan 1, 2023, except a June 17, 2025 Securities Purchase Agreement with institutional investors granting the right for Hyperion DeFi Holdings, LLC to nominate a replacement CIO/director if the current CIO (also a director) departs within 36 months and to nominate a director to serve as Chair .

Say-on-Pay & Shareholder Feedback

• 2025 proxy includes an advisory vote on executive compensation; historical approval percentages are not disclosed in the document. The board recommends a “FOR” vote .

Performance & Track Record

• Narrative achievements: Prior to EYEN, Rowe led commercialization at Aerie and built health economics/competitive intelligence functions at Allergan; at EYEN, he advanced from VP to COO to CEO and now Acting Chair .

Compensation Structure Analysis

• Cash vs equity mix: 2024 CEO pay was primarily salary and options; no cash bonus was paid; 2023 included stock awards but no bonus, indicating emphasis on long‑term equity over formulaic cash incentives .
• Formulaic performance metrics: Company does not use TSR or net income in pay design; specific operational metrics and weightings for bonuses were not disclosed; committee retains discretion .
• Equity award design: Frequent use of time‑based monthly vesting over 24 months after an initial one‑third cliff suggests retention intent but allows steady liquidity post‑vesting; repricing of awards is prohibited without shareholder approval under the plan .

Equity Plan and Grant Practices

• 2018 Omnibus Plan (as amended): 5,606,684 shares authorized; minimum 12‑month vesting unless accelerated; no repricing without shareholder approval; supports options, RSUs, SARs, and performance‑based awards .
• Timing: Historically annual equity grants occur in January and May/June at scheduled meetings; no timing around MNPI disclosures .

Employment Terms: Additional Details

• Termination definitions (Cause, Disability, Good Reason) and Corporate Transaction are defined by plan/agreements; CIC severance is double‑trigger (transaction plus qualifying termination within 12 months) .

Investment Implications

• Alignment: Rowe’s direct ownership is modest (<1%), but he holds vested RSUs and significant vested options; monthly vesting on recent grants can create continuous potential insider supply, a consideration for near‑term trading dynamics around open windows .
• Governance: CEO also serving as Acting Chair concentrates agenda control; however, fully independent key committees and documented committee charters provide counterbalances. Sponsor nomination rights for Chair add an additional governance variable for investors to monitor .
• Pay-for-performance: Lack of disclosed, formulaic performance metrics and absence of non‑equity incentive plans in 2024 limits external visibility on pay rigor. With TSR collapsing in 2024 and higher net losses, continued emphasis on time‑based equity may be scrutinized by shareholders in say‑on‑pay outcomes .
• Retention risk: Severance protections (12 months salary and COBRA) and ongoing equity vesting provide retention scaffolding; there is no disclosed non‑compete term in the proxy, so competitive mobility terms are unclear to investors .