Karen Zaderej
EyePoint PharmaceuticalsAbout Karen Zaderej
Independent director at EyePoint Pharmaceuticals since 2022, age 63, with over 35 years in biopharma and medical devices. She chairs the Compensation Committee and serves on the Audit Committee; the Board has determined she is independent and an “audit committee financial expert.” Prior roles include President/CEO/Chair at Axogen, leadership positions at Ethicon (J&J), and founding Zaderej Medical Consulting. She holds an MBA from Kellogg and a B.S. in Chemical Engineering from Purdue University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Axogen (NASDAQ: AXGN) | President, CEO, Chair | Not disclosed | Led commercialization and executive leadership |
| Zaderej Medical Consulting | Founder/Principal | Not disclosed | Built commercialization plans for med device firms |
| Ethicon, Inc. (Johnson & Johnson) | Senior roles in Marketing, BD, R&D, Manufacturing | Not disclosed | Cross-functional leadership in operations and development |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Doron Therapeutics | Director | Current | Clinical-stage arthritis focus |
| University of Tampa | Board of Trustees | Current | Governance role |
| MedExec Women | Secretary of the Board | Current | Sector leadership network |
| Viveve Medical | Director (prior) | Sep 2018–May 2020 | Prior public company board experience |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Audit Committee .
- Independence: Board unanimously determined Zaderej is independent under SEC/Nasdaq standards; also designated an “audit committee financial expert” .
- Attendance and engagement: Board met 4 times; Audit Committee met 4 times; Compensation Committee met 4 times; directors serving the full year attended at least 75% of Board/committee meetings .
- Executive sessions: Independent directors hold executive sessions at each regular Board meeting; committees also meet in executive session .
- Compensation governance: As Chair, oversees executive/director pay, clawback policy implementation, stockholder engagement on pay, ownership guidelines, and succession planning . The committee retained Aon Human Capital Solutions as independent consultant (fees $166,000); Aon affiliates provided unrelated commercial risk services ($195,000); committee concluded no conflict of interest .
- Policy signals: No repricing of awards without stockholder approval; annual non-employee director compensation caps ($1.1M initial year; $850k thereafter) .
Fixed Compensation
| Component | Companywide Non-Exec Director Rate | Notes |
|---|---|---|
| Board cash retainer | $45,000 | Vice Chair: $70,000; Chair: $80,000 |
| Audit Committee | Chair $20,000; Member $10,000 | Meeting fees $1,000 only after >12 committee mtgs |
| Compensation Committee | Chair $15,000; Member $7,500 | Annual grants vest after 1 year |
| Governance & Nominating | Chair $10,000; Member $5,000 | |
| Science Committee | Chair $15,000; Member $7,500 |
| Karen Zaderej — 2024 Director Compensation | Amount ($) | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | 59,891 | Cash retainers/fees |
| Option Awards (grant-date fair value) | 397,692 | Equity compensation (time-based) |
| Stock Awards | — | None in 2024 |
| Total | 457,583 |
| 2025 Annual Director Equity Awards (approved Dec 11, 2024) | Grant | Vesting |
|---|---|---|
| Stock Options (Karen Zaderej) | 40,000 options | Vest on first anniversary of grant date |
Performance Compensation
| Director Equity Structure | Instrument | Vesting | Performance Linkage |
|---|---|---|---|
| Annual director equity | Options (and possible RSUs allocation) | Options and any RSUs vest time-based; annual grants vest at 1 year | No explicit performance metrics for director awards |
| Compensation Committee — 2024 NEO Performance Framework | Metric | Value | Notes |
|---|---|---|---|
| Corporate performance score | 123% | Pre-established clinical/mfg goals; applied to CEO bonus (100% corporate) | |
| Individual performance scores | 138% (Elston), 138% (Ribeiro) | Weighted 25% for NEOs other than CEO | |
| Target bonus % | CEO 55%→60% (effective Jul 10, 2024); CFO 45%; CMO 45% | Set by committee and Board | |
| Bonus outcomes | Reflected in NEO Non-Equity Incentive Plan Compensation | Paid per framework |
As Chair, Zaderej oversees the pay-for-performance architecture for executives; director equity remains time-based and thus emphasizes retention and alignment rather than performance-contingent outcomes .
Other Directorships & Interlocks
- Current public company boards: None disclosed other than prior Axogen and Viveve Medical; Doron Therapeutics is clinical-stage, not identified as public .
- Interlocks/conflicts: No related-party transactions disclosed involving Zaderej; Ocumension licensing transactions relate to a former director and do not involve Zaderej .
- Director compensation caps and no-repricing provisions reduce risk of pay inflation and misalignment .
Expertise & Qualifications
- Executive leadership in commercialization (Axogen CEO/Chair; Ethicon cross-functional leadership) .
- Audit committee financial expertise designation; member of Audit Committee .
- Governance roles across healthcare organizations (University of Tampa, MedExec Women) .
- Advanced education: MBA (Kellogg), B.S. Chemical Engineering (Purdue) .
Equity Ownership
| Ownership (as of Apr 23, 2025) | Shares | % Outstanding | Notes |
|---|---|---|---|
| Beneficially owned | 95,281 | <1% | Includes rights to acquire via options/RSUs |
| Right to acquire within 60 days (options/RSUs) | 78,781 | — | SEC Rule 13d-3 treatment |
| Outstanding option awards (Dec 31, 2024) | 86,114 | — | From director awards tally |
| Outstanding stock awards (Dec 31, 2024) | 2,000 | — | Unvested RSUs tally |
| Shares outstanding (record date) | 68,811,357 | — | Company-wide denominator |
Alignment safeguards:
- Insider trading policy prohibits hedging and pledging of company stock; margin accounts disallowed .
- Director annual compensation limits ($1.1M initial; $850k subsequent) .
Governance Assessment
- Board effectiveness: Zaderej’s dual role (Compensation Chair; Audit member) and “financial expert” designation strengthen pay oversight and financial control. Committees met regularly and held executive sessions, indicating robust governance process .
- Independence and conflicts: Board deems her independent; no related-party transactions disclosed involving her; compensation consultant independence reviewed with no conflict found despite affiliates’ commercial risk services .
- Compensation alignment: Director pay is modest and capped; equity is time-based; no repricing without stockholder approval. As Chair, she oversees rigorous executive performance goals (123% corporate score) and clawback implementation under Rule 10D-1 .
- Risk indicators: Company-level DOJ subpoena and FDA warning letter disclosures heighten risk oversight demands on Audit/Compensation Committees; no personal legal proceedings or red flags disclosed for Zaderej . Section 16(a) delinquency noted only for another director (Lurker); no untimely filings cited for Zaderej .
- Overall signal: Strong independence, committee leadership, and governance policies (hedging/pledging ban; director pay caps; no repricing) support investor confidence; absence of related-party ties and designation as financial expert further mitigate governance risk .