George Elston
EyePoint PharmaceuticalsAbout George Elston
George Elston, age 60, is Executive Vice President and Chief Financial Officer of EyePoint Pharmaceuticals, serving as CFO since November 14, 2019 and as EVP & CFO since October 2023. He holds a B.B.A. in Accounting from Pace University and is a Certified Public Accountant, with prior senior finance and corporate development roles across biopharma and public accounting . Under his tenure, EyePoint’s TSR has been volatile (value of initial $100 investment: 2022: $28.59; 2023: $188.81; 2024: $60.87) , with revenue and EBITDA trends reflecting a development-stage investment cycle (see Performance table). 2024 corporate goals were assessed at 123% achievement, and Elston’s individual score was 138%, supporting above-target annual bonus outcomes .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Enzyvant Therapeutics | Chief Financial Officer & Head of Corporate Development | 2018–2019 | Helped build the pre-commercial rare disease firm leading to its 2019 acquisition . |
| 2X Oncology, Inc. | President & Chief Executive Officer | 2017–2018 | Advanced the company from a spin-out into a multiprogram, clinical-stage organization . |
| Juniper Pharmaceuticals, Inc. | SVP & Chief Financial Officer | 2014–2016 | Senior finance leadership at a public biopharma company . |
| KBI Biopharma; Optherion; Elusys Therapeutics; CR Bard | Senior executive roles | — | Diverse operating and finance leadership across biopharma and medtech . |
| Pricewaterhouse (PwC) | Public accounting | Early career | Foundation in accounting and audit . |
External Roles
| Organization | Role | Years |
|---|---|---|
| DWS – DBX ETF Trust | Trustee and Audit Committee Chairman (current) | — |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Salary paid ($) | 487,824 | 507,368 | — |
| Initial annual base salary ($) | — | 512,304 (plan rate) | 532,800 (effective Apr 1, 2025) |
| Target bonus (%) | 45% | 45% | 45% |
| Discretionary bonus ($) | 24,938 | — | — |
| Non-Equity Incentive Plan Compensation ($) | 367,141 | 291,917 | — |
| All other comp ($) | 25,441 | 25,189 | — |
Notes:
- Benefits/perquisites include 401(k) match and premiums for group term life and long-term disability; NEOs receive standard employee health/welfare benefits .
Performance Compensation
| Component | Metric/Structure | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual cash bonus (2024) | Company goals (wet AMD pivotal trial advancement; technology/manufacturing thresholds) | 75% | Committee-set | 123% corporate score | Cash paid after year-end |
| Annual cash bonus (2024) | Individual performance | 25% | Manager-set | 138% individual score | Cash paid after year-end |
| Annual cash bonus (2024) | Blended outcome (calculated) | — | 45% of base | ~126.75% of target (0.75×123% + 0.25×138%) | — |
| Equity LTI (granted 1/5/2024) | Stock options (90,000 sh; $20.40 strike) | — | Discretionary | Grant-date FV $1,462,499 | 25% at 1-year, then monthly to 1/5/2028 |
| Equity LTI (granted 1/5/2024) | RSUs (45,000 sh) | — | Discretionary | Grant-date FV $918,000 | Pro rata annually over 3 years |
| Equity LTI (granted 1/3/2025) | Stock options (104,000 sh; $8.26 strike) | — | Discretionary | — | 25% at 1-year, then monthly to 1/3/2029 |
| Equity LTI (granted 1/3/2025) | RSUs (52,000 sh) | — | Discretionary | — | Pro rata annually over 3 years |
Additional equity structure: Company uses time-based RSUs (3-year vest) and stock options (4-year vest) for alignment and retention; equity vehicle mix reviewed annually .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (4/23/2025) | 401,969 shares; “less than 1%” of outstanding . |
| Right to acquire within 60 days | 333,919 shares via options/RSUs counted in beneficial ownership . |
| Shares outstanding (4/23/2025) | 68,811,357 shares; closing price $6.71 . |
| Outstanding equity (12/31/2024) – RSUs | 96,404 unvested RSUs; market value $718,210 . |
| Outstanding equity (12/31/2024) – Options (exercisable/unexercisable) | 74,500 @ $14.20 exp 11/14/2029 (Exercisable) ; 11,037 @ $12.90 exp 2/28/2030 (Exercisable) ; 57,787/2,513 @ $13.13 exp 2/9/2031 ; 49,583/20,417 @ $10.13 exp 2/9/2032 ; 43,918/47,737 @ $3.26 exp 1/5/2033 ; 17,812/27,188 @ $5.93 exp 5/24/2033 ; 8,750/21,250 @ $8.23 exp 10/15/2033 ; 0/90,000 @ $20.40 exp 1/4/2034 . |
| Hedging/pledging | Company policy prohibits short sales, hedging, derivatives, and holding/pledging in margin accounts . No pledging disclosed for Elston in beneficial ownership footnotes . |
| Stock ownership guidelines | CEO: 3x salary; other executives: 1x salary. Compliance deadline for Elston: Aug 1, 2026. All NEOs in compliance as of April 23, 2025 . |
Insider selling pressure indicators:
- RSU vesting cadence implies routine tax-related sales around annual vest dates: ~15,000 RSUs from the 1/5/2024 grant vesting each year through 2027, and ~17,333 RSUs per year from the 1/3/2025 grant through 2028 . Options at $20.40 and $8.26 strikes were out-of-the-money relative to $6.71 on 4/23/2025, while older $3.26 and $5.93 strikes were in-the-money, potentially affecting exercise/sale decisions .
Employment Terms
| Topic | Key terms |
|---|---|
| Agreement | Employment agreement since 2019; provides for minimum base salary, discretionary bonus, discretionary equity incentives, and severance . |
| Severance (non‑CoC) | If terminated without Cause or for Good Reason: (a) 12 months base salary; (b) 100% of target bonus for the year of termination, pro-rated; (c) 100% of target bonus; (d) COBRA premium reimbursements during salary continuation; partial equity vesting acceleration (would-have-vested over first year post-termination) and three-month post-termination option exercise window . |
| Severance (change‑of‑control) | If terminated without Cause or for Good Reason within 60 days prior to or 18 months post‑CoC: (i) 18 months base salary lump sum; (ii) 100% of pro‑rated target bonus for year of termination lump sum; (iii) 150% of target bonus lump sum; (iv) COBRA premium reimbursements for up to 18 months; full vesting acceleration of all equity; three-month post-termination option exercise window . |
| Restrictive covenants | 12‑month post-termination non‑compete; 12‑month non‑solicit (customers/vendors/partners, employees/contractors); confidentiality and IP assignment . |
| Clawback | Nasdaq Rule 10D‑1 compliant clawback for excess incentive comp on or after Oct 2, 2023 in event of financial restatement . |
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 41,404,000* | 46,018,000* | 43,273,000* |
| EBITDA ($) | (76,492,000)* | (74,603,000)* | (144,314,000)* |
- Pay-versus-Performance TSR benchmarks (value of initial $100 investment): 2022: $28.59; 2023: $188.81; 2024: $60.87 .
- 2024 corporate execution: Board set aggressive goals around wet AMD pivotal trial advancement, technology enhancements, and manufacturing thresholds; corporate score 123% and Elston individual score 138% supported above-target bonus payout .
Values retrieved from S&P Global.*
Compensation Structure Analysis
- Mix shift toward equity: In 2024, equity (stock + options grant-date FV) was $2,380,499 vs cash comp $824,474 (~74% equity), up from ~49% equity in 2023, indicating higher at-risk, long-term alignment .
- Instruments: Emphasis on time-based RSUs (3-year) plus stock options (4-year) rather than PSUs; Committee cites alignment/retention rationale with annual mix review .
- Target rigor and outcomes: 2024 corporate performance scored at 123% with individual at 138%, resulting in above-target bonus; target bonus for Elston is 45% of base .
Vesting Schedules and Upcoming Events (Selected)
- RSUs: 45,000 granted 1/5/2024 vest pro rata annually 2024–2026/2027 depending on tranche; 52,000 granted 1/3/2025 vest pro rata annually 2026–2028 .
- Options: 90,000 (1/5/2024 grant, $20.40) and 104,000 (1/3/2025 grant, $8.26) vest 25% on first anniversary, then monthly over 36 months thereafter .
- Outstanding as of 12/31/2024: RSUs 96,404 unvested (market value $718,210); detailed option schedules and expirations listed above .
Equity Ownership & Alignment Diagnostics
- Ownership guidelines: 1x salary for executives; Elston deadline Aug 1, 2026; all NEOs in compliance as of April 23, 2025 .
- Pledging/Hedging: Prohibited by policy (including margin pledges, collars, swaps, exchange funds) .
- Beneficial ownership: 401,969 shares (<1%); includes 333,919 shares acquirable within 60 days .
Expertise & Qualifications
- Financial acumen: CPA with extensive CFO and corporate development experience across public and private biopharma, and audit leadership as Trustee/Audit Chair of DWS–DBX ETF Trust .
- Capital markets/BD: Led corporate development initiatives and supported transactions (e.g., Enzyvant pre-acquisition build) .
Employment Terms Summary (Economics)
| Scenario | Cash | Bonus | Benefits | Equity |
|---|---|---|---|---|
| Termination without Cause/for Good Reason (non‑CoC) | 12 months base (installments) | 100% pro‑rated target + 100% target (installments) | COBRA reimbursements during salary continuation | Acceleration of unvested equity scheduled to vest within 12 months |
| CoC + qualifying termination (60 days pre‑ to 18 months post‑CoC) | 18 months base (lump sum) | 100% pro‑rated target (lump) + 150% of target (lump) | COBRA reimbursements up to 18 months | Full acceleration of all equity; 3‑month post‑termination option exercise |
Investment Implications
- Alignment: Equity-heavy pay structure (2024: ~74% equity) and strict anti-hedging/pledging policy support alignment with long-term shareholder outcomes; ownership guidelines met with a path to maintain 1x salary holding .
- Near-term selling pressure: Annual RSU vesting (2025–2028) could drive periodic 10b5-1/tax sales; 2024/2025 option grants ($20.40, $8.26 strikes) were out-of-the-money vs $6.71 on 4/23/2025, reducing optionality-driven selling incentives; older options at $3.26 and $5.93 are in-the-money and may be exercised selectively .
- Retention/CoC economics: Double-trigger CoC protection with 18 months cash and significant bonus multipliers plus full acceleration is competitive for mid-cap biotech and supports continuity through strategic events; non-compete/non-solicit for 12 months mitigates departure risk .
- Execution track record: Above-target 2024 bonus metrics reflect progress on clinical and manufacturing goals; however, financials remain loss-making as expected for a development-stage company, and TSR has been volatile, underscoring execution and financing risk as central drivers .
Citations:
- Background, roles, age:
- Compensation tables and equity grants:
- Bonus framework and 2024 scores:
- Outstanding equity and vesting schedules:
- Beneficial ownership and shares outstanding/price:
- Hedging/pledging policy:
- Ownership guidelines and compliance:
- Employment agreement terms, severance, CoC, covenants:
- Pay vs performance/TSR:
- Enzyvant/2X Oncology achievements:
Values retrieved from S&P Global.*