Wendy DiCicco

About Wendy DiCicco

Independent director at EyePoint Pharmaceuticals since 2019; age 57. She is Audit Committee Chair and a member of the Compensation Committee and the Governance & Nominating Committee. A licensed CPA with a B.S. in accounting from Philadelphia College of Textiles and Science; NACD Board Leadership Fellow and Corporate Governance Fellow. Career spans CFO/COO roles in life sciences and medical devices, interim CFO assignments, and early-career public accounting at Deloitte & Touche starting in 1990 .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee Chair; member of Compensation Committee and Governance & Nominating Committee .
• Independence and expertise: Audit, Compensation, and Governance committees comprised entirely of independent directors; Ms. DiCicco designated an “audit committee financial expert” .
• Meeting cadence and attendance: Board met 4 times in 2024; directors who served the full year attended at least 75% of Board and relevant committee meetings. Compensation Committee met 4 times; Governance & Nominating Committee met 4 times; Science Committee met 4 times .
• Audit Committee scope: Oversight of financial reporting, auditor independence and rotation, internal controls, related-party and unusual transactions, risk (including cybersecurity), and compliance programs; Audit Committee report submitted by DiCicco (Chair) with Deloitte independence affirmed .

Fixed Compensation

Performance Compensation

• Equity instrument mix: Annual director grants may be allocated between options and RSUs based on relative values; 2024 awards for DiCicco were options only; vesting is time-based (no disclosed performance metrics for directors) .
• Option exercise price and expiration: Not disclosed in proxy; options governed by the 2023 Long-Term Incentive Plan .

Other Directorships & Interlocks

Expertise & Qualifications

• Licensed CPA; BS in Accounting (Philadelphia College of Textiles and Science) .
• NACD Board Leadership Fellow; NACD Corporate Governance Fellow .
• Extensive finance and operations leadership across commercial-stage healthcare and device companies; interim CFO experience .
• Audit committee financial expert designation under SEC rules .

Equity Ownership

Insider Trades

• Form 4 retrieval attempt via insider-trades skill failed due to API authorization error; no transactions can be reported from that source at this time. Recommend checking EDGAR for any recent Form 4s under “DICICCO WENDY” for EYPT to confirm current activity [ReadFile SKILL; Bash error].

Governance Assessment

• Strengths: Independent director with deep finance background and audit committee financial expert designation; chairs a well-scoped Audit Committee that oversees related-party transactions, internal controls, and cybersecurity; hedging/pledging prohibitions support alignment and reduce risk .
• Alignment: Cash fees reflect standard retainers for Board and committee roles; equity compensation is time-based with annual options and no disclosed director performance metrics—straightforward, transparent structure .
• Ownership: Holds 107,431 shares beneficially with substantial options outstanding; percent ownership <1% but consistent with director norms; no pledging/hedging permitted .
• Potential concerns/RED FLAGS: None disclosed regarding related-party transactions involving DiCicco. Note the significant Y/Y increase in director option valuation and director compensation limits under the 2023 Plan amendments (to $850,000 ongoing/$1,100,000 initial), which could signal higher equity grant capacity for directors—monitor compensation mix to ensure pay-for-service remains appropriate .
• Engagement & attendance: Board met four times; directors who served the full year attended ≥75%—no attendance red flag disclosed for DiCicco. Compensation and Governance committees each met four times, indicating active committee engagement .