EYEPOINT INC (EYPT)
Sector: Health Care
2026 Annual Meeting Analysis
EYEPOINT INC · Meeting: June 18, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Eight Directors
Director since 2018 with extensive pharma leadership experience; EYPT's 3-year price return of +51.1% is strong positive, and the gap versus XBI (the SPDR S&P Biotech ETF) is only -15.7pp, well below the 65pp threshold required to trigger an against vote; no overboarding, independence, or attendance concerns.
Executive director serving as President and CEO since July 2023; EYPT's 3-year price return of +51.1% is strong positive, and the gap versus XBI (the SPDR S&P Biotech ETF) is only -15.7pp, well below the 65pp threshold required to trigger an against vote; no overboarding or attendance concerns.
Director since 2018 with deep pharmaceutical sciences expertise; EYPT's 3-year price return of +51.1% is strong positive, and the gap versus XBI (the SPDR S&P Biotech ETF) is only -15.7pp, well below the 65pp threshold; classified as non-independent due to prior consulting fees but does not serve on audit or compensation committee.
Director since 2019; serves as Audit Committee Chair and is a licensed CPA with extensive CFO experience in life sciences, satisfying financial expertise requirements; EYPT's 3-year return gap versus XBI (the SPDR S&P Biotech ETF) of -15.7pp is well below the 65pp trigger threshold.
Director since 2022 with over 35 years of biopharma and medical device experience including CEO tenure at a public company; EYPT's 3-year return gap versus XBI (the SPDR S&P Biotech ETF) of -15.7pp is well below the 65pp trigger threshold; no overboarding or attendance concerns.
Director since 2023; experienced financial executive with over 30 years in healthcare investment banking; joined within approximately 3 years so tenure overlaps a portion of the measurement period, but the gap versus XBI (the SPDR S&P Biotech ETF) of -15.7pp does not approach the 65pp trigger threshold; serves on Audit Committee with demonstrable financial expertise.
Director since 2024; extensive pharma CEO and chairman experience; joined within the past 24 months and is therefore exempt from the TSR trigger under the new-director exemption; no overboarding or attendance concerns noted.
Director since 2025; prominent retinal specialist with directly relevant clinical expertise for EyePoint's pipeline; joined within the past 24 months and is therefore exempt from the TSR trigger under the new-director exemption; no overboarding or attendance concerns noted.
All eight director nominees receive a FOR vote. EyePoint's 3-year price return of +51.1% is firmly in the strong-positive tier, and the underperformance gap versus XBI (the SPDR S&P Biotech ETF) of -15.7pp is far below the 65pp threshold required to trigger an against vote for any director. No overboarding, attendance, independence-on-committee, or familial relationship concerns were identified across the slate.
Say on Pay
✓ FORCEO
Jay Duker
Total Comp
$5,568,352
Prior Support
N/A
CEO Jay Duker's total compensation was approximately $5.57 million for 2025, which is reasonable for a clinical-stage biotech CEO at a $1.1 billion market cap company overseeing two pivotal Phase 3 trials. The pay mix is heavily weighted toward variable and performance-based compensation — base salary of $696,251 represents only about 12.5% of total pay, well under the 40% fixed-pay threshold, with the remainder in stock awards, option awards, and a performance cash bonus that was tied to measurable clinical and operational milestones scored at 150% of target. EyePoint's 1-year stock return of +113.5% and 3-year return of +51.1% demonstrate strong alignment between above-target incentive payouts and shareholder outcomes, and the company maintains a Dodd-Frank compliant clawback policy.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$977,000
Non-Audit Fees
$215,000
Non-audit fees (tax fees of $213,000 plus other fees of $2,000 = $215,000) represent approximately 22% of audit fees ($977,000), well below the 50% threshold that would raise independence concerns. Deloitte is a Big 4 firm appropriate for a company of EyePoint's size. Auditor tenure is not disclosed in the proxy, so the tenure trigger does not fire per policy. No material restatements were identified.
Actual Vote Results
8-K filed June 22, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Jay S. Duker, M.D. | 99.1% | 62.4M | 588,474 | ✓ Elected |
| Reginald J. Sanders, M.D. | 98.9% | 62.3M | 685,235 | ✓ Elected |
| Stuart Duty | 98.9% | 62.3M | 695,659 | ✓ Elected |
| Karen Zaderej | 98.6% | 62.2M | 858,157 | ✓ Elected |
| John B. Landis, Ph.D. | 98.6% | 62.1M | 866,091 | ✓ Elected |
| Fred Hassan | 98.2% | 61.9M | 1.2M | ✓ Elected |
| Wendy DiCicco | 97.9% | 61.7M | 1.3M | ✓ Elected |
| Göran Ando, M.D. | 94.9% | 59.8M | 3.2M | ✓ Elected |
Broker non-votes: 8.0M
Say on Pay
For 60.6M · Against 2.0M · Abstain 415,619
Auditor Ratification
For 70.6M · Against 86,031 · Abstain 315,733
Other Proposals
Proposal 2
Amendment to 2023 Long-Term Incentive Plan
Overall Assessment
EyePoint's 2026 annual meeting presents a clean ballot with no significant governance concerns: the full director slate passes the TSR screen against XBI (the SPDR S&P Biotech ETF) given strong positive absolute returns and a gap well below the 65pp trigger threshold, Deloitte's non-audit fee ratio of approximately 22% is well within acceptable limits, and the CEO pay program demonstrates strong pay-for-performance alignment with a heavily variable compensation structure tied to clinical milestones and supported by a 113.5% one-year stock return. All standard proposals — director elections, Say on Pay, and auditor ratification — receive a FOR vote determination; the equity plan share increase (Proposal 2) is outside current policy scope.