Jay Duker
EyePoint PharmaceuticalsAbout Jay Duker
Jay S. Duker, M.D. (age 66) is President, Chief Executive Officer, and a Director of EyePoint Pharmaceuticals. He became CEO on July 10, 2023; previously he served as President & COO and Chief Strategic Scientific Officer, and was an independent director from 2016–2020 before rejoining the Board in 2023 . He earned an A.B. from Harvard University and an M.D. from Jefferson Medical College and is a leading retina specialist with 345+ publications and decades of academic leadership at Tufts (Director, New England Eye Center; Chair of Ophthalmology, 2001–2021) . Business performance context: EyePoint reported 2024 revenue of $43.3M (vs. $46.0M in 2023) and a 2024 net loss of $130.9M as DURAVYU advanced into two Phase 3 trials; cash and investments were $371M at year-end 2024 (company projects runway into 2027) . Pay-versus-performance TSR index reported by the company shows $100 invested stood at $351.22 at 2023 year-end (vs. $186.02 in 2021 and $53.19 in 2022) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| EyePoint Pharmaceuticals | President & CEO; previously President & COO; Chief Strategic Scientific Officer; Independent Director | CEO since Jul-2023; Director 2016–2020 and since 2023 | Led pivot to clinical-stage focus; advanced DURAVYU into global Phase 3 wet AMD program and positive Phase 2 DME data |
| New England Eye Center, Tufts Medical Center; Tufts Univ. School of Medicine | Director, NEEC; Professor & Chair of Ophthalmology | 2001–2021 | Academic and clinical leadership in retinal imaging/drug delivery; 345+ publications |
| Sesen Bio | Board member; Chair | Through Mar-2023 | Governance oversight at public biotech through strategic transitions |
| Hemera Biosciences; SurgiSite Boston; Boston Image Reading Center | Founder | n/a | Built retina-focused platforms; HMR59 gene therapy later acquired by Janssen |
External Roles
| Organization | Capacity | Years | Notes |
|---|---|---|---|
| Clinical practice | Medical retina/intraocular tumors | Current | Continues limited patient care alongside CEO role |
| Sesen Bio (public) | Director; Chair | Until Mar-2023 | Prior public company board service |
| Founding entities (SurgiSite Boston, BIRC, Hemera) | Founder/executive | n/a | Entrepreneurial track record in ophthalmology |
Fixed Compensation
| Year | Base Salary (paid) | Target Bonus % | Actual Annual Bonus (Non-Equity Incentive) | Notes |
|---|---|---|---|---|
| 2024 | $669,500 | 60% as CEO (from Jul-10-2024; 55% prior) | $498,888 | CEO bonus weighted 100% to corporate goals; 2024 corporate score approved at 123% |
| 2023 | $614,064 | 55% before CEO role; 60% effective with CEO role (7/10/23) | $605,877 | Discretionary bonus of $47,225 paid for 2023 |
| 2025 (set) | $703,000 (effective Apr-1-2025) | n/a | n/a | Compensation Committee approved 4% increase |
Performance Compensation
- 2024 bonus framework and payout:
| Metric | Weighting | Target | Actual | Payout Mechanism | Vesting/Timing |
|---|---|---|---|---|---|
| Corporate performance goals (advancement of Phase 3 wet AMD, tech/manufacturing thresholds) | 100% (CEO) | 100% of target bonus | 123% corporate score | Non-equity cash bonus; CEO paid $498,888 for 2024 | Paid per year-end approvals |
- Equity grants (CEO):
| Grant Date | Instrument | Amount | Exercise Price | Vesting |
|---|---|---|---|---|
| Jan-3-2025 (approved Dec-11-2024) | Options | 390,000 | $8.26 | 25% at 1-year; balance monthly over 36 months |
| Jan-3-2025 | RSUs | 195,000 | n/a | Pro rata annual vest over 3 years |
| Jan-5-2024 (approved Dec-13-2023) | Options | 180,000 | $20.40 | 25% at 1-year; balance monthly over 36 months |
| Jan-5-2024 | RSUs | 90,000 | n/a | Pro rata annual vest over 3 years |
| Jul-10-2023 | Options | 100,000 | $9.11 | 25% at 1-year; balance monthly over 36 months |
| Jul-10-2023 | RSUs | 50,000 | n/a | Pro rata annual vest over 3 years |
- Outstanding and scheduled vesting (as of Dec-31-2024):
| Award Type | Unvested/Scheduled Vesting | Value Basis |
|---|---|---|
| RSUs unvested | 171,921 units; market value $1,280,811 at $7.45 (12/31/2024) | Closing price 12/31/2024 per proxy footnote |
| Options (selected tranches) | Multiple grants with scheduled monthly vesting through 2028; includes 180,000 (1/2024 grant), 64,584 (7/2023 grant), 64,977 (1/2023 grant) as described | See detailed vesting footnotes |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (Apr-23-2025) | 733,295 shares; 1.06% of outstanding |
| Within above: right to acquire via options/RSUs within 60 days | 633,144 shares |
| Family trust holdings | Includes 42,500 shares transferred to an irrevocable family trust (spouse trustee; immediate family beneficiaries) |
| Stock ownership guidelines | CEO 3x base salary; five-year compliance window (deadline 11/1/2026) |
| Compliance status | Named executive officers, including Dr. Duker, were in compliance as of 4/23/2025 |
| Hedging/pledging | Prohibited: short sales, derivatives, hedging, and pledging or margin accounts per Insider Trading Policy |
Employment Terms
| Provision | Base Case Termination (without Cause/by Good Reason) | Change-in-Control (within 60 days prior to or 18 months after) |
|---|---|---|
| Salary continuation | 12 months’ base salary, in installments | 18 months’ base salary, lump sum |
| Bonus | 100% target bonus (current year) pro rata, plus 100% target bonus during salary continuation period (paid over continuation period) | 100% target bonus pro rata (lump sum) plus additional 150% of target bonus (lump sum) |
| COBRA | Company-paid portion during salary continuation period | Company-paid portion during 18 months following termination or until ineligible |
| Equity | Next 12 months’ worth of vesting vests at termination; options exercisable up to earlier of 3 months or option term | Full acceleration upon termination (or on CoC if later); options exercisable up to earlier of 1 year (3 months for ISOs) or option term |
| Restrictive covenants | 12-month non-compete; 12-month customer/vendor/employee non-solicit; confidentiality/IP assignment |
Board Governance
- Role and independence: Duker serves as CEO and Director and is not independent under NASDAQ rules due to his executive role . Board Chair is independent (Göran Ando, M.D.); the roles of Chair and CEO are separated; there is also a Vice Chair (Nancy Lurker) .
- Committees: Audit, Compensation, and Governance & Nominating Committees are composed entirely of independent directors; Science Committee includes independent directors and Dr. John Landis .
- Executive sessions: Independent directors hold executive sessions at each regularly scheduled Board meeting .
- Meeting cadence/attendance: The Board met 4 times in 2024; each director serving the full year attended at least 75% of Board and committee meetings .
- Director compensation for executives: Executives on the Board (including Dr. Duker) receive no additional director compensation .
Performance & Track Record
| Metric | 2021 | 2022 | 2023 | 2024 | Notes |
|---|---|---|---|---|---|
| TSR index ($100 initial value) [company disclosure] | $186.02 | $53.19 | $351.22 | n/a | Company-reported TSR under pay-versus-performance rules |
| Total revenue ($M) | n/a | n/a | $46.0 | $43.3 | Shift from commercial to license/royalties post-YUTIQ out-license |
| Net loss ($M) | n/a | n/a | $(70.8) | $(130.9) | Higher R&D and stock-based comp in 2024 |
| Cash & investments ($M, year-end) | n/a | n/a | $331 | $371 | Company expects runway into 2027 |
Strategic achievements and execution under Duker:
- Advanced DURAVYU (EYP-1901) into two global Phase 3 wet AMD trials (LUGANO, LUCIA) with enrollment exceeding expectations; both targeting full enrollment 2H25 and topline data in 2026 .
- Reported positive 24-week Phase 2 VERONA results in DME meeting primary and secondary endpoints with early and sustained efficacy signals and favorable safety profile .
- Commissioned a cGMP manufacturing facility in Northbridge, MA to support global manufacturing upon potential approval .
- Maintained a strong balance sheet with $371M cash/investments at YE 2024; runway projected into 2027 .
Compensation Structure Analysis
- Mix and risk: CEO pay emphasizes at-risk components—annual cash bonus tied 100% to corporate goals and sizable equity (options + RSUs) with multi-year vesting (3–4 years), supporting retention and alignment with long-term milestones .
- Options vs. RSUs: Awards include both RSUs and stock options. 2024 option grant exercise price ($20.40) is above the April 23, 2025 share price of $6.71; thus options may be out-of-the-money, increasing leverage to future execution while dampening near-term monetization pressure . 2025 options ($8.26) are closer to market, improving incentive value .
- Goal rigor: 2024 corporate score approved at 123% (vs. 175% in 2023), reflecting ambitious R&D/manufacturing objectives and moderation from 2023’s maximum score year .
- Governance guardrails: Clawback policy compliant with SEC/Nasdaq, and hedging/pledging prohibitions reduce misalignment risks .
Vesting Schedules and Insider Selling Pressure
- Near-term vesting: CEO RSUs vest annually in scheduled tranches through 2027; selected option tranches vest monthly after initial one-year cliffs (e.g., Jan-2024 and Jan-2025 grants), creating recurring, but staged, potential liquidity events .
- Underwater options (2024 grant at $20.40) reduce near-term exercise-driven selling; 2025 options at $8.26 are nearer market, potentially increasing future exercise probability contingent on data/readouts .
Related Party Transactions and Red Flags
- Related-party transactions: The company discloses licensing and supply arrangements with Ocumension; no Jay Duker-specific related person transactions reported since January 1, 2023 .
- Risk factors flagged by the company: Ongoing DOJ subpoena (Aug 2022) and an FDA warning letter related to Watertown, MA facility are cited among forward-looking risks .
- Hedging/pledging: Prohibited by policy (mitigates alignment concerns) .
- Option repricing: No option repricing disclosed .
Compensation Peer Group and Say-on-Pay
- Peer benchmarking: Compensation Committee retains Aon as independent advisor; reviews peer group, equity burn/dilution, and market competitiveness annually .
- Say-on-Pay: Advisory vote proposed; specific historical approval percentages were not disclosed in the materials cited .
Equity Ownership & Director Service Considerations
- Ownership alignment: 1.06% beneficial ownership; significant within-60-day exercisable/settleable equity (633,144 shares) underlines equity alignment and potential retention hooks .
- Board service and independence: Duker is CEO and Director (not independent); separation of Chair and CEO roles and independent committees mitigate dual-role governance risk .
Investment Implications
- Alignment and retention: Heavy equity mix with multi-year vesting and strict anti-hedging/pledging policy align Duker with long-term value creation; underwater 2024 options further reduce near-term selling pressure while preserving upside leverage to 2025–2026 milestones .
- Pay-for-performance: CEO bonus tied 100% to corporate goals with a 123% 2024 score suggests strong execution pace; the substantial 2025 equity awards (390k options; 195k RSUs) enhance retention through pivotal trial periods .
- Change-of-control economics: Robust double-trigger package (18 months salary + 2.5x target bonus in aggregate including pro-rata and 150% components, plus full acceleration) could create negotiation leverage in strategic scenarios; investors should factor potential dilution/uplift from accelerated vesting .
- Execution risk vs. value creation: Cash runway into 2027 bridges DURAVYU Phase 3 readouts, but 2024 losses increased on R&D/stock comp; equity value realization hinges on Phase 3 outcomes and regulatory path—consistent with the company’s own risk disclosures .