John Landis
EyePoint PharmaceuticalsAbout John B. Landis, Ph.D.
Independent director status: not independent per Nasdaq rules in 2025 due to >$120,000 consulting compensation within the past three years (consulting ended Q2 2024) . Age 72; director since 2018; Chair of the Science Committee . Education: Ph.D. and M.S. in Analytical Chemistry (Purdue University); B.S. in Chemistry (Kent State University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Schering‑Plough Corporation | Senior Vice President, Pharmaceutical Sciences | Sep 2003 – Oct 2008 | Led global pharmaceutical sciences (pharmacy, analytical chemistry, process chemistry, biotech, QA, clinical supplies, devices) |
| Pharmacia Corporation | Senior Vice President, Preclinical Development | 1997 – 2003 | Led global toxicology, DMPK, pharmaceutical sciences, analytical chemistry, lab animal care |
| Pharmacia & Upjohn | Vice President, CNS Psychiatry, Critical Care and Inflammation Development | 1995 – 1997 | Therapeutic area leadership |
| The Upjohn Company | Analytical research, QA, QC leadership roles | Prior to 1995 | Progressively increasing responsibilities |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bioanalytical Systems, Inc. (NASDAQ: BASI) | Director; Chairman of the Board | Director: 2009–2017; Chairman: 2011–2017 | Board leadership and oversight |
| Purdue University | Drug Discovery Board Member | Current | Academic advisory and governance |
Board Governance
- Committee assignments: Chair, Science Committee; members include Dr. Ando, Ms. Lurker, Dr. Sanders; the committee met four times in 2024 .
- Independence: Board determined Dr. Landis is not independent due to consulting compensation exceeding $120,000 within a 12‑month period in the last three years; Science Committee otherwise comprised of independent directors .
- Attendance: Board met four times in 2024; all directors serving the full year attended at least 75% of Board and committee meetings .
- Executive sessions: Independent directors hold executive sessions at each regularly scheduled Board meeting; committees generally meet in executive session .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $455,718 | Includes director fees; portion relates to consulting/employee roles |
| Committee Chair Fee | $15,000 | Science Committee Chair annual retainer |
| Board Member Retainer | $45,000 | Annual retainer for non‑executive directors |
| Vice Chair/Chair Retainers | $70,000 (Vice Chair); $80,000 (Board Chair) | Board leadership fee schedule (not applicable to Landis) |
| Meeting Fees | $1,000 per meeting above 12 meetings | Applies if exceeding 12 committee meetings |
| Consulting Agreement | Up to $600,000 | Interim Head of Development (Dec 2023); $0.4M recognized for 2024 services |
Performance Compensation
| Award Type | Grant/Status | Quantity | Vesting/Terms | Grant Date Fair Value |
|---|---|---|---|---|
| Annual Option Grant | Approved Dec 11, 2024 | 40,000 options | Annual grants vest on first anniversary of grant date | — |
| Outstanding Option Awards | As of Dec 31, 2024 | 121,464 | Outstanding/exercisable within 60 days (aggregate across awards) | — |
| Outstanding RSUs | As of Dec 31, 2024 | 10,000 | Outstanding stock awards held | — |
| 2024 Option Awards (FV) | 2024 Director Comp | — | — | $715,667 |
| 2024 Stock Awards (FV) | 2024 Director Comp | — | — | $204,000 |
- No director‑level performance metrics disclosed for equity awards; annual director grants are time‑based and vest on the first anniversary; dividends/dividend equivalents pay only upon vesting per plan design .
Other Directorships & Interlocks
- Prior public company board: Bioanalytical Systems, Inc. (NASDAQ: BASI) director (2009–2017), Chairman (2011–2017) .
- Network interlock: Overlap with fellow EYPT director Fred Hassan at Schering‑Plough (Hassan CEO 2003–2009; Landis SVP 2003–2008), indicating historical professional ties that may influence information flow and board dynamics .
Expertise & Qualifications
- Deep pharmaceutical R&D and quality leadership across preclinical development, pharmaceutical sciences, and regulatory‑compliant processes; academic and advisory credentials; advanced degrees in analytical chemistry .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notable Details |
|---|---|---|---|
| John B. Landis, Ph.D. | 142,864 | <1% | Includes 121,464 shares acquirable within 60 days via options |
- Insider trading policy prohibits short sales, hedging transactions, and pledging/margin accounts for directors, officers, employees, and consultants .
Governance Assessment
- Independence and conflict risk: Non‑independent status due to recent consulting compensation (> $120,000), plus a disclosed consulting agreement with substantial fees, represents a governance red flag for potential conflicts and alignment concerns; Science Committee otherwise structured with independent members .
- Engagement: Met at least the 75% attendance threshold; chairs the Science Committee, which met four times in 2024, signaling active oversight of R&D risks and milestones .
- Compensation signals: Director equity compensation uses time‑based vesting; plan restricts repricing and pays dividends only on vest; annual non‑employee director compensation limits exist under the LTIP, though Landis’s total reported compensation includes consulting beyond routine director pay .
- Policy safeguards: Robust prohibitions on hedging/pledging and clawback applications to incentive awards via plan recoupment provisions; compensation committee engages independent consultant (Aon) for benchmarking .
RED FLAGS: Non‑independent status due to consulting (> $120,000); related‑party exposure through consulting arrangement; historical interlock with a current director (Schering‑Plough) may raise perception of insularity in oversight .