Göran Ando
EyePoint PharmaceuticalsAbout Göran Ando
Independent Chair of the Board at EyePoint Pharmaceuticals since 2018; age 76. Medical doctor with a BA from Uppsala University and MD from Linköping University; four-decade career across Pfizer, Astra, GlaxoSmithKline, Pharmacia/Pharmacia & Upjohn (Head of R&D, 17 FDA approvals), CEO of Celltech, and Chair of Novo Nordisk (retired 2018) . Independence affirmed by the Board under Nasdaq standards; Board maintains separation of Chair and CEO roles with Ando as independent Chair . Initially appointed as EW Healthcare Partners designee; those nomination rights have since expired .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pfizer | Senior clinical roles (US/EU) | Not disclosed | Clinical leadership |
| Astra Research Centre | President | Not disclosed | R&D leadership |
| GlaxoSmithKline | R&D Director, Glaxo Group Research | Not disclosed | Global R&D oversight |
| Pharmacia/Pharmacia & Upjohn | EVP & Deputy CEO; Head of R&D; responsibilities incl. manufacturing, IT, BD, M&A | Joined 1995; 9-year R&D tenure | 17 FDA approvals during tenure |
| Celltech Group PLC | Chief Executive Officer | 2003–2005 | Corporate leadership |
| Novo Nordisk A/S | Chairman (retired) | Retired 2018 | Board leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Nouscom A/G (private, Switzerland) | Chairman | Current | Private oncology company |
| Nanexa AB (public) | Chairman | Current | Listed on Swiss Exchange per company disclosure |
| Molecular Partners (public) | Director | Until Apr 2020 | Public biotech |
| Selecta Biosciences (NASDAQ: SELB) | Director | Dec 2020–Dec 2022 | Public biotech |
Board Governance
- Board: nine directors; Ando is Chair; committees include Audit, Compensation, Governance & Nominating (Ando chairs), and Science .
- Committee roles: Chair of Governance & Nominating; member of Compensation and Science committees .
- Independence: Board determined Ando and other non-management directors are independent; Science Committee includes one non-independent member (Landis) but otherwise independent; Audit/Comp/Governance are fully independent .
- Leadership: Chair/CEO roles separated; Vice Chair role exists (Nancy Lurker) to enhance board support and oversight .
- Executive sessions: Independent directors meet in executive session at each regular Board meeting .
- Attendance: Board met four times in 2024; each director serving the full year attended at least 75% of Board and committee meetings; committees met four times each in 2024 (Audit, Compensation, Governance, Science) .
- Board refreshment: Governance Committee actively manages skills/tenure; Ando (as Chair) recommended Fred Hassan to serve as independent director .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Cash fees paid (2024) | $101,250 | Total cash to Ando in 2024 |
| Board Chair annual retainer | $80,000 | Standard rate |
| Governance & Nominating Committee Chair retainer | $10,000 | Standard rate |
| Compensation Committee member retainer | $7,500 | Standard member rate |
| Science Committee member retainer | $7,500 | Standard member rate |
| Meeting fees (if >12 committee meetings) | $1,000 per meeting >12 | Applicable policy; actual usage not disclosed |
Performance Compensation
| Component | Grant detail | Vesting | 2024 Grant-Date Fair Value |
|---|---|---|---|
| Annual director stock options | 41,500 options (approved Dec 11, 2024) | Annual grants vest on first anniversary; annual program allocation between options/RSUs as set by Compensation Committee | Value not separately disclosed per grant list; Ando’s aggregate 2024 option award FV $375,179 |
| Outstanding option awards (balance) | 106,548 options | Not disclosed by tranche in director table | Balance at 12/31/2024 |
Performance metrics: Director equity awards are time-based; Company’s 2023 Long-Term Incentive Plan permits performance awards generally, but director awards are disclosed as annual option grants with one-year vesting; no director-specific performance metrics disclosed .
Other Directorships & Interlocks
- External public boards: Nanexa AB (Chair), Molecular Partners (former), Selecta Biosciences (former) .
- Internal nomination influence: Ando recommended Fred Hassan (Warburg Pincus) for EYPT board; typical for Chair leadership in refreshment, but investors should note influence channels and potential network interlocks in pharma ecosystem .
Expertise & Qualifications
- Education: BA (Uppsala University); MD (Linköping University) .
- Domain expertise: Global pharma R&D leadership; manufacturing, IT, BD, M&A; 17 FDA approvals during Pharmacia tenure; prior CEO and chair roles supporting commercialization and governance .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 119,698 | Includes shares and options exercisable/RSUs vesting within 60 days |
| Percent of outstanding shares | <1% | As disclosed |
| Rights to acquire within 60 days | 106,548 shares | Options/RSUs counted toward beneficial ownership |
| Outstanding option awards (director) | 106,548 | As of 12/31/2024 |
| Pledging/Hedging | Prohibited by policy (no margin or pledging; no hedging) | Company insider trading policy prohibits hedging/pledging and short/derivative trading |
No disclosure of shares pledged as collateral; company policy prohibits pledging, which is a positive alignment signal .
Governance Assessment
- Strengths:
- Independent Chair; separation from CEO enhances oversight .
- Robust committee structure; Ando chairs Governance & Nominating and serves on Compensation and Science, aligning board composition, pay oversight, and R&D risk governance .
- Independence confirmed; executive sessions at every regular meeting; consistent committee activity cadence (four meetings each in 2024) .
- Clear insider trading/hedging/pledging prohibitions reduce alignment risks .
- Related-party transactions disclosure shows no Ando-linked transactions; prior Ocumension transactions tied to another director; policy requires Audit Committee review .
- Watch items:
- Chair’s influence over board refreshment (e.g., recommending Hassan) is typical but warrants monitoring for interlocks across pharma networks .
- Director compensation relies materially on equity options; while aligned, dilution and overhang considerations are material given ongoing equity plan share increases; non-employee director annual compensation cap of $850k is in place .
Board Governance Details
| Item | Detail |
|---|---|
| Independence status | Independent director under SEC/Nasdaq |
| Committees | Chair: Governance & Nominating; Member: Compensation, Science |
| Attendance (2024) | Board met 4x; all full-year directors ≥75% meeting attendance; each committee met 4x |
| Lead independent/vice chair | Vice Chair exists (Nancy Lurker); Chair/CEO separated |
| Executive sessions | Independent-only sessions at each regular meeting |
Director Compensation (2024)
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash | $101,250 |
| Option Awards (grant-date fair value) | $375,179 |
| Stock Awards | — (none disclosed for 2024) |
| Total | $476,429 |
Program elements and rates applicable to Ando:
- Board Chair retainer $80,000; Governance Chair $10,000; Compensation and Science member retainers $7,500 each; annual grant of options to Chair/directors, vesting after one year; meeting fees after >12 committee meetings at $1,000 per meeting .
Compensation Structure Analysis
- Mix: Cash retainer plus annual equity option grant; Ando’s 2024 total $476k with ~79% equity by grant-date FV, indicating high equity-linked pay and alignment .
- Plan safeguards: No repricing without shareholder approval; no evergreen; dividend equivalents only on vest; non-employee director annual compensation cap ($850k ongoing; $1.1M initial) .
- Consultant independence: Aon retained for executive/director comp; Compensation Committee assessed independence and found no conflict despite Aon affiliates providing unrelated commercial risk services; aggregate consultant fees $166k; commercial risk services fees $195k handled by management .
Related Party Transactions & Conflicts
- Policy: Written Related Party Transaction Policy; Audit Committee reviews/approves such transactions .
- Disclosed transactions: Ocumension licensing and supply arrangements linked to former director Ye Liu; no transactions disclosed involving Ando .
- Indemnification: Standard D&O indemnification agreements; D&O insurance maintained .
Equity Plan & Overhang (Context for Equity Grants)
- 2023 LTIP amendment proposed Apr 2025 to add 2.9M shares; overhang projected ~19% if fully utilized (from ~16% at 4/23/2025) .
- Key plan features: no repricing; no evergreen; director compensation caps; performance awards permitted; broad vesting/adjustment/recoupment provisions .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited—positive signal .
- Attendance: Meets threshold; no low-attendance flag disclosed .
- Option repricing: Prohibited without shareholder approval—positive safeguard .
- Related-party exposure: None disclosed for Ando—no flag .
- Consultant conflicts: Evaluated; none found—acceptable governance practice .
Compensation Committee Analysis (Ando as member)
- Composition: Zaderej (Chair), Ando, DiCicco, Duty; independent members; met four times in 2024 .
- Practices: Uses independent consultant (Aon), sets equity vehicle mix (options/RSUs), monitors burn/retention, and maintains clawback under Rule 10D-1 .
Governance Conclusion
- Ando brings deep pharma/R&D governance and strategic experience, and serves as independent Chair with multi-committee roles, reinforcing board oversight quality. Equity-heavy director compensation and strict insider policy support alignment; no Ando-linked related party transactions disclosed. Monitor board refreshment influence and network interlocks; overall signals are constructive for investor confidence in governance and board effectiveness .