Nancy Lurker
EyePoint PharmaceuticalsAbout Nancy Lurker
Nancy Lurker (age 67) serves as Vice Chair of EyePoint Pharmaceuticals’ Board, having previously been Executive Vice Chair (Dec 2023–Jul 2024) and President & CEO (2016–Jul 2023). She is a member of the Science Committee. Lurker holds a B.S. in Biology from Seattle Pacific University and an MBA from the University of Evansville, and has senior leadership experience at Novartis, Bristol-Myers Squibb, Pharmacia, PDI/Interpace, and other healthcare companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EyePoint Pharmaceuticals (EYPT) | Vice Chair, Board of Directors | Jul 2024–present | Board leadership; member, Science Committee |
| EyePoint Pharmaceuticals (EYPT) | Executive Vice Chair, Board | Dec 2023–Jul 2024 | Board leadership during CEO transition |
| EyePoint Pharmaceuticals (EYPT) | President & Chief Executive Officer | 2016–Jul 2023 | Led strategic execution; advanced ocular drug delivery platform |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alkermes plc (ALKS) | Director | Apr 2024–present | Not disclosed in EYPT proxy |
| Collegium Pharmaceutical (COLL) | Director | Feb 2025–present | Not disclosed in EYPT proxy |
| Altasciences, LLC (private CRO) | Director | Not disclosed | Not disclosed |
| National Sanitation Foundation (non-profit) | Director | Not disclosed | Not disclosed |
| Aquestive Therapeutics (AQST) | Former Director | 2018–Jun 2022 | Not disclosed |
| X4 Pharmaceuticals (XFOR) | Former Director | 2016–2018 | Not disclosed |
| Auxilium; Mallinckrodt; PDI; Elan; ConjuChem | Former Director | Various | Not disclosed |
Board Governance
- Current role: Vice Chair; Science Committee member; not listed on Audit, Compensation, or Governance & Nominating Committees .
- Independence: Not independent due to employment within past three years; employment ended July 2024 .
- Attendance: The Board and Science Committee each met four times in 2024; directors serving the full year attended at least 75% of Board and committee meetings (aggregate standard; director-specific rates not disclosed) .
- Executive sessions: Independent directors hold executive sessions at each regularly scheduled Board meeting .
- Board structure: Separate Chair (independent) and CEO; Vice Chair role recognized in leadership model .
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| Vice Chair annual cash retainer (policy) | $70,000 | In effect for 2024 |
| Science Committee member retainer (policy) | $7,500 | In effect for 2024 |
| Cash fees actually paid to Lurker (2024) | $35,544 | Aggregate cash in director compensation table; portion tied to consultant/employee roles per footnote |
Performance Compensation
| Item | Amount / Terms | Notes |
|---|---|---|
| Option Awards (grant-date fair value, 2024) | $1,251,250 | Director compensation summary; part in exchange for consultant/employee roles |
| Stock Awards (grant-date fair value, 2024) | $775,200 | Director compensation summary; part in exchange for consultant/employee roles |
| Annual director option grant approved (Dec 11, 2024) | 40,000 options | Annual director awards; vest on first anniversary of grant |
| Outstanding option awards (12/31/2024) | 1,378,966 | Held by Lurker as of year-end |
| Outstanding stock awards (12/31/2024) | 230,490 | Held by Lurker as of year-end |
| Director award cap (plan limit) | $850,000 per year; $1,100,000 first year | Board may approve exceptions; valuation per ASC 718 |
Performance Metrics Used in Director Equity
| Metric | Applies to Director Awards? | Evidence |
|---|---|---|
| Total Shareholder Return (TSR) percentile | No | Director grants described as time-based vesting; no TSR metrics disclosed |
| Revenue/EBITDA targets | No | No performance targets disclosed for director equity |
| ESG goals | No | Not disclosed in director compensation structure |
| Vesting schedule | Yes (time-based) | Annual director grants vest on first anniversary; initial grants vest in 3 equal annual installments |
Other Directorships & Interlocks
- Current public boards: Alkermes (ALKS) and Collegium (COLL) .
- Potential interlocks/conflicts: None disclosed with EYPT’s customers/suppliers; Governance & Nominating Committee evaluates time commitments and other obligations when nominating directors .
Expertise & Qualifications
- Senior roles: President/CEO at PDI/Interpace; SVP & CMO at Novartis US; senior positions at Pharmacia, ImpactRx, Bristol-Myers Squibb .
- Industry domain: Pharmaceutical commercialization, marketing, drug development; board leadership .
- Education: B.S. Biology (Seattle Pacific); MBA (University of Evansville) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership | 1,408,397 shares | As of Apr 23, 2025 |
| Ownership % of outstanding | 2.02% | As of Apr 23, 2025; 68,811,357 shares outstanding |
| Shares and vested options transferred to irrevocable family trust | 126,889 shares; 844,051 vested options | Trustee: spouse; beneficiaries: immediate family |
| Shares acquirable within 60 days (options/RSUs) | 1,076,072 | Included in beneficial ownership calculation |
| Outstanding option awards (director) | 1,378,966 | As of Dec 31, 2024 |
| Outstanding stock awards (director) | 230,490 | As of Dec 31, 2024 |
| Hedging/pledging | Prohibited | Insider trading policy bans hedging and pledging/margin accounts |
Insider Trades & Section 16
| Date | Event | Notes |
|---|---|---|
| Jan 2–3, 2024 | One Form 4 filed untimely due to administrative error; amended next day | Company disclosed single delinquent Section 16(a) event for Lurker in 2024 |
Governance Assessment
- Board effectiveness and engagement: As Vice Chair and Science Committee member, Lurker contributes domain expertise to R&D oversight; Board and Science Committee met four times; independent director executive sessions occur each regular meeting .
- Independence and potential conflicts: She is currently not independent due to employment ending July 2024 (within prior three years). Board committees requiring independence (Audit, Compensation, Governance & Nominating) do not include Lurker; Science Committee includes both independent members and Dr. Landis .
- Ownership alignment: Meaningful “skin in the game” with 2.02% beneficial ownership and substantial vested options; hedging/pledging prohibited by policy — positive alignment signal .
- Director compensation structure: Cash retainers are modest; equity grants are time-based and align with long-term performance without discretionary metrics. 2024 director compensation entries for Lurker reflect transitional consultant/employee roles; plan sets director award caps with board override in extraordinary cases — transparency of limits is positive. Monitor total director-related equity vs plan cap over time .
- Compensation committee process: Use of independent consultant (Aon); committee assessed consultant independence and found no conflicts despite affiliates providing unrelated commercial risk services — good governance hygiene .
- Related-party/consulting: Footnote notes portions of Lurker’s stock awards and cash fees were tied to consultant/employee roles; no related-party transactions involving Lurker are disclosed. Ocumension licensing noted for another former director; Dr. Landis had disclosed consulting arrangement .
- Attendance: While director-specific percentages are not disclosed, the Board stated all full-year directors met at least 75% of meetings — no low-attendance signal for 2024 .
RED FLAGS to monitor
- Not independent through at least July 2027 (three-year lookback) due to employment ending July 2024; ensure appropriate committee assignments remain independence-compliant .
- Multiple external board roles (ALKS, COLL) could raise time-commitment questions; Governance & Nominating Committee explicitly evaluates candidate obligations — continue to monitor workload and potential interlocks with EYPT stakeholders .
- One delinquent Form 4 (administrative error) — corrected next day; low severity but maintain oversight on Section 16 compliance .
- Equity concentration via large vested options and trust holdings; confirm no pledging or hedging consistent with policy (policy bans both) .