UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

EyePoint Pharmaceuticals, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

DURAVYU™ has been conditionally accepted by the FDA as the proprietary name for EYP-1901. DURAVYU is an investigational product candidate; it has not been approved by the FDA. FDA approval and the timeline for potential approval is uncertain.

SAFE HARBOR STATEMENTS UNDER THE PRIVATE SECURITIES LITIGATION ACT OF 1995: To the extent any statements made in this proxy statement deal with information that is not historical, these are forward-looking statements under the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements identified by words such as “will,” “potential,” “could,” “can,” “believe,” “intends,” “continue,” “plans,” “expects,” “anticipates,” “estimates,” “may,” other words of similar meaning or the use of future dates. Forward-looking statements in this proxy statement include, but are not limited to, statements regarding the Company’s clinical development and regulatory plans; the Company’s manufacturing capabilities; the Company’s expected timing for availability and release of clinical data; the Company’s expected cash runway; and other statements regarding the Company’s future plans, objectives, strategies and beliefs. Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Uncertainties and risks may cause EyePoint’s actual results to be materially different than those expressed in or implied by EyePoint’s forward-looking statements. For EyePoint, this includes uncertainties regarding the timing, progress and results of the company’s clinical development activities, including DURAVYU; uncertainties and delays relating to the design, enrollment, completion, and results of clinical trials; uncertainties and delays relating to communications with the U.S. Food and Drug Administration and the ability to obtain regulatory approval from FDA for the commercialization of DURAVYU; unanticipated costs and expenses; the company’s cash and cash equivalents may not be sufficient to support its operating plan for as long as anticipated; the risk that results of clinical trials may not be predictive of future results, and interim and preliminary data are subject to further analysis and may change as more data becomes available; unexpected safety or efficacy data observed during clinical trials; uncertainties related to the regulatory authorization or approval process, and available development and regulatory pathways for approval of the company’s product candidates; changes in the regulatory environment; disruptions at the FDA, including due to a reduction in the FDA’s workforce and/or inadequate funding for the FDA; changes in U.S. and international trade policies; changes in expected or existing competition; the success of current and future license agreements; our dependence on contract research organizations, and other outside vendors and service providers; product liability; the impact of general business and economic conditions; protection of our intellectual property and avoiding intellectual property infringement; retention of key personnel; delays, interruptions or failures in the manufacture and supply of our product candidates; the availability of and the need for additional financing; the company’s ability to obtain additional funding to support its clinical development programs; uncertainties regarding the timing and results of the August 2022 subpoena from the U.S. Attorney’s Office for the District of Massachusetts; uncertainties regarding the FDA warning letter pertaining to the company’s Watertown, MA manufacturing facility; and other factors described in our filings with the Securities and Exchange Commission. We cannot guarantee that the results and other expectations expressed, anticipated or implied in any forward-looking statement will be realized. A variety of factors, including these risks, could cause our actual results and other expectations to differ materially from the anticipated results or other expectations expressed, anticipated or implied in our forward-looking statements. Should known or unknown risks materialize, or should underlying assumptions prove inaccurate, actual results could differ materially from past results and those anticipated, estimated or projected in the forward-looking statements. You should bear this in mind as you consider any forward-looking statements. Our forward-looking statements speak only as of the dates on which they are made. EyePoint undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JUNE 18, 2025

Dear Stockholders:

NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Stockholders (Annual Meeting) of EyePoint Pharmaceuticals, Inc. (the Company) will be held on June 18, 2025 at 9:00 a.m., Eastern Time. This year’s Annual Meeting will be a virtual meeting via live webcast on the Internet. You will not be able to attend the Annual Meeting in person. Instead, you will be able to attend the Annual Meeting by visiting www.meetnow.global/MKG6HRF, for the following purposes:

The Company’s Board of Directors recommends that stockholders vote FOR ALL on Proposal No. 1, FOR on Proposal Nos. 2, 3 & 5 and 1 YEAR on Proposal No.4. During the ten days before the Annual Meeting, you may inspect a list of stockholders eligible to vote. If you would like to inspect the list, please call Jason D. Herpel, Vice President and Associate General Counsel, at (215) 817-4705 to arrange the inspection.

Stockholders of record at the close of business on April 23, 2025, the record date of the Annual Meeting, are entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement of the meeting.

Important notice regarding the availability of proxy materials for the Annual Meeting to be held on June 18, 2025. Our 2025 Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2024 are available at www.edocumentview.com/EYPT for street holders and www.envisionreports.com/EYPT for registered holders.

The accompanying proxy statement includes further details with respect to the proposals to be considered at the Annual Meeting. This notice of Annual Meeting and the accompanying proxy statement contain important information and should be read in their entirety. If you are in doubt as to how you should vote at the Annual Meeting, you should seek advice from your legal counsel, accountant, or other professional adviser prior to voting.

April 28, 2025

Watertown, Massachusetts

Table of Contents

In this proxy statement, the words “EyePoint,” “the Company,” “we,” “our,” “ours,” “us”, and similar terms refer to EyePoint Pharmaceuticals, Inc. and its consolidated subsidiaries, unless the context indicates otherwise.

The Notice of 2025 Annual Meeting of Stockholders and Proxy Statement and our accompanying Annual Report on Form 10-K are being distributed and made available on or about May 5, 2025.

QUESTIONS AND ANSWERS

ABOUT

THE PROXY MATERIALS AND VOTING

Proxy Materials

Why am I receiving these proxy materials?

Our Board of Directors (Board) has made these proxy materials available to you on the Internet, or, upon your request, has delivered a printed or email copy of these proxy materials to you, in connection with its solicitation of proxies for use at our 2025 Annual Meeting of Stockholders (Annual Meeting), which will take place on Wednesday, June 18, 2025 at 9:00 a.m., Eastern Time, via live webcast on the Internet by visiting www.meetnow.global/MKG6HRF. We will begin sending the Notice of Internet Availability of Proxy Materials (Notice) on or about May 5, 2025. You received proxy materials because you owned shares of EyePoint common stock at the close of business on April 23, 2025 (Record Date), and that entitles you to vote at the Annual Meeting. These proxy materials describe the matters on which our Board would like you to vote and contain information that we are required to provide to you under the rules of the U.S. Securities and Exchange Commission (SEC) when we solicit your proxy.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON JUNE 18, 2025. Our 2025 Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2024 are available at www.edocumentview.com/EYPT for street holders and www.envisionreports.com/EYPT for registered holders.

What is included in the proxy materials?

The proxy materials include:

What information is contained in this Proxy Statement and our Annual Report on Form 10-K?

The information in this Proxy Statement relates to the proposals to be voted on at the Annual Meeting, the voting process, the compensation of our directors and certain of our executive officers, corporate governance matters, and certain other required information. Our Annual Report contains information about our business, our audited financial statements and other important information that we are required to disclose under the rules of the SEC.

Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

In accordance with SEC rules, we may furnish proxy materials, including this Proxy Statement and our Annual Report, to our stockholders by providing access to such documents on the Internet instead of mailing printed copies. Most stockholders will not receive printed copies of the proxy materials unless they request them. Instead, the Notice will instruct you as to how you may access and review all of the proxy materials on the Internet. The Notice also instructs you as to how you may submit your proxy or voting instructions on the Internet. If you would like to receive a paper or email copy of the proxy materials, you should follow the instructions in the Notice for requesting such materials.

How can I access the proxy materials over the Internet?

The Notice and, if you requested to receive a printed or email copy of these proxy materials, the proxy or voting instruction card that accompanied these materials, contains instructions on how to:

Our proxy materials are also available at www.edocumentview.com/EYPT for street holders and www.envisionreports.com/EYPT for registered holders.

Choosing to receive your future proxy materials by email will save us the cost of printing and mailing documents to you. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you revoke it.

Voting Information

What items of business will be voted on at the Annual Meeting?

The items of business scheduled to be voted on at the Annual Meeting are:

See the “Proposals” section of this Proxy Statement for information on these proposals. We will also consider any other business that is properly brought before the Annual Meeting or any adjournments or postponements thereof. See “What happens if additional matters are presented at the Annual Meeting?” below.

How does the Board of Directors recommend that I vote?

Our Board recommends that you vote your shares as follows:

See the “Proposals” section of this Proxy Statement for information on these proposals and our Board’s recommendations.

What happens if additional matters are presented at the Annual Meeting?

Other than the five items of business described in this Proxy Statement, we are not aware of any other business to be acted upon at the Annual Meeting. If you grant a proxy, the persons named as proxy holders, Jay S. Duker, Chief Executive Officer and Ron I. Honig, Chief Legal Officer and Company Secretary, or either of them, will have the discretion to vote your shares on any additional matters properly presented for a vote at the Annual Meeting or any adjournments or postponements thereof. If, for any reason, any of the director nominees is not available as a candidate for director, the persons named as proxy holders will vote your proxy for such other candidate or candidates as may be nominated by our Board of Directors.

How many votes do I have?

There were 68,811,357 shares of common stock issued and outstanding as of the close of business on the Record Date. Each share of our common stock that you owned as of the Record Date entitles you to one vote on each matter presented at the Annual Meeting. Cumulative voting for directors is not permitted.

What is the difference between holding shares as a “stockholder of record” as compared to as a “beneficial owner”?

Most of our stockholders hold their shares as a beneficial owner through a broker, bank, trust or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

How can I vote my shares personally at the Annual Meeting?

You may vote your shares held in your name as the stockholder of record personally while participating in the Annual Meeting live via the Internet at www.meetnow.global/MKG6HRF using your unique control number that was included in the Notice that you received in the mail, or, if you requested to receive a printed or email copy of these proxy materials, the proxy card that accompanied these materials.

If your shares are held beneficially in street name, you may still vote them at the Annual Meeting live via the Internet at www.meetnow.global/MKG6HRF only if you obtain a legal proxy from the broker, bank, trustee, or other nominee that holds your shares giving you the right to vote the shares. Even if you plan to attend the Annual Meeting live via the Internet, we recommend that you also submit your proxy or voting instructions as described below so that your vote will be counted if you later decide not to attend the Annual Meeting personally.

How can I vote my shares without attending the Annual Meeting?

Whether you hold shares directly as the stockholder of record or beneficially in street name, you may direct how your shares are voted without attending the Annual Meeting.

Can I change my vote or revoke my proxy?

If you are the stockholder of record, you may change your vote at any time prior to the taking of the vote at the Annual Meeting by:

If you hold shares beneficially in street name, you may change your vote by:

Note that for both stockholders of record and beneficial owners, attendance at the Annual Meeting will not cause your previously granted proxy or voting instructions to be revoked unless you specifically so request or vote via the Internet personally at the Annual Meeting.

Is my vote confidential?

Proxy instructions, ballots, and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within our Company or to third parties, except: (1) as necessary to meet applicable legal requirements, (2) to allow for the tabulation of votes and certification of the vote, and (3) to facilitate a successful proxy solicitation.

What is a “broker non-vote”?

If you are a beneficial owner of shares held by a broker, bank, trust or other nominee and you do not provide your broker, bank, trustee or other nominee with voting instructions, your shares may constitute “broker non-votes.” Broker non-votes occur on a matter when the broker, bank, trustee or other nominee is not permitted under applicable stock exchange rules to vote on that matter without instructions from the beneficial owner and instructions are not given. These matters are referred to as “non-routine” matters.

Proposal Nos. 1, 2, 3 & 4 are considered “non-routine” matters, while Proposal No. 5 is considered a “routine” matter. Therefore, if you are a beneficial owner of shares held in street name and do not provide voting instructions, your shares will not be voted on Proposal Nos. 1, 2, 3 & 4 and a broker non-vote will occur on these matters. In tabulating the voting result for any particular proposal, shares that constitute broker non-votes are not considered votes cast with respect to that proposal. Thus, broker non-votes will not affect the outcome of any matter being voted on at the Annual Meeting, assuming that a quorum is obtained. Because Proposal No. 5 is a “routine” matter, a broker, bank, trustee, or other nominee will be permitted to exercise its discretion on this proposal, which means there will be no broker non-votes on this matter.

How many shares must be present or represented to conduct business at the Annual Meeting?

A “quorum” is necessary to conduct business at the Annual Meeting. A quorum is established if the holders of one-third of all shares issued and outstanding and entitled to vote at the Annual Meeting are present at the Annual Meeting, either in person via virtual communication or represented by proxy. Abstentions and broker non-votes will be counted as present for purposes of determining a quorum at the Annual Meeting. If a quorum is not present, the Annual Meeting will be adjourned until a quorum is obtained.

What are the voting requirements to approve the proposals discussed in this Proxy Statement?

Who will bear the cost of soliciting votes for the Annual Meeting?

We will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials, and soliciting votes. Our directors, officers, and employees may solicit proxies or votes in person, by telephone or by electronic communication. We will not pay our directors, officers, or employees any additional compensation for these services. We will ask brokers, banks, trustees, and other nominees to forward the proxy materials to their principals and to obtain authority to execute proxies and will reimburse them for certain costs in connection therewith.

Who will count the votes?

Votes will be counted by the inspector of election appointed for the Annual Meeting.

Where can I find the voting results of the Annual Meeting?

We will announce preliminary voting results at the Annual Meeting and disclose the final voting results in a Current Report on Form 8-K that we will file with the SEC within four business days of the Annual Meeting.

Attending the Annual Meeting

Why is the Annual Meeting being held virtually?

By hosting the Annual Meeting online, we are able to communicate more effectively with our stockholders, enable increased attendance and participation from locations around the world, and reduce costs for both EyePoint and its stockholders. The virtual meeting has been designed to provide the same rights to participate as you would have at an in-person meeting. You will be able to vote online during the Annual Meeting, change a vote you may have submitted previously, or ask questions online that will be reviewed and answered by the speakers. You will only be able to participate in this manner if you log in with your holder control number.

Can I submit a question for the Meeting?

Stockholders who attend the Annual Meeting by webcast by visiting www.meetnow.global/MKG6HRF will have an opportunity to submit questions in writing during a portion of the Annual Meeting. Instructions for submitting a question during the Annual Meeting will be provided on the Annual Meeting website. We will endeavor to answer as many submitted questions as time permits; however, we reserve the right to exclude questions regarding topics that are not pertinent to Annual Meeting matters or company business or are inappropriate. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition. Any questions that are appropriate and pertinent to the Annual Meeting but cannot be answered during the Annual Meeting due to time constraints will be answered and posted on the “Investors – Governance Documents” page of our Company’s website at www.eyepointpharma.com, as soon as practicable after the Annual Meeting.

What should I do if I need technical support during the Annual Meeting?

The Annual Meeting platform is fully supported across browsers and devices running the most updated version of applicable software and plugins. Attendees should ensure they have a strong internet connection, allow plenty of time to log in, and confirm they can hear streaming audio prior to the start of the Annual Meeting.

If you experience any technical difficulties accessing the Annual Meeting or during the Annual Meeting, please call the toll-free number that will be available on our virtual stockholder login site at www.meetnow.global/MKG6HRF for assistance. We will have technicians ready to assist you with any technical difficulties you may have beginning 15 minutes prior to the start of the Annual Meeting, and the technicians will be available through the conclusion of the Annual Meeting. Additional information regarding matters addressing technical and logistical issues, including technical support during the Annual Meeting, will be available on the Annual Meeting website.

How can I attend the Annual Meeting?

The Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively by webcast. You are entitled to participate in the Annual Meeting only if you were a stockholder of the Company as of the close of business on the Record Date, or if you hold a valid proxy for the Annual Meeting. No physical meeting will be held.

You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.meetnow.global/MKG6HRF. You also will be able to vote your shares online by attending the Annual Meeting by webcast. To participate in the Annual Meeting, you will need to review the information included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials.

If you hold your shares through an intermediary, such as a bank or broker, you must register in advance using the instructions below.

The online meeting will begin promptly at 9:00 a.m., Eastern Time. We encourage you to access the meeting at least 15 minutes prior to the start time and to leave ample time for the check in. Please follow the registration instructions as outlined in this proxy statement.

How do I register to attend the Annual Meeting virtually on the Internet?

You will receive a confirmation of your registration by email after we receive your registration materials.

Requests for registration should be directed to us at the following:

By email:

Forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com.

By mail:

Computershare

EyePoint Pharmaceuticals, Inc. Legal Proxy

P.O. Box 43001

Providence, RI 02940-3001

DIRECTORS AND EXECUTIVE OFFICERS

Directors and Director Nominees

Our Board consists of nine (9) directors. The term of each director expires each year at our Annual Meeting of Stockholders. Each director also continues to serve as a director until his or her successor is duly elected and qualified, or until he or she sooner dies, resigns, or is removed.

The following table sets forth the name, age, director service period and position of each of our current directors and director nominees as of April 23, 2025:

Set forth below for each director standing for election at the Annual Meeting is a list of Board Committee memberships and a description of his or her business experience, qualifications, education and skills that led our Board to conclude that such individual should serve as a member of our Board:

Göran Ando, M.D.

Chair of the Board and the Governance and Nominating Committee, member of the Compensation Committee and the Science Committee

Dr. Ando has had a distinguished career in the global pharmaceutical industry that has spanned nearly four decades. He began his career at Pfizer, Inc., where he held several senior clinical positions both in the U.S. and in Europe. Dr. Ando also served as President of the Astra Research Centre. He held various senior appointments at GlaxoSmithKline plc, including Research and Development Director for Glaxo Group Research. Dr. Ando then joined Pharmacia AB in 1995 as Executive Vice President and Deputy Chief Executive Officer to lead Research and Development with additional responsibilities for manufacturing, information technology, business development, and M&A. During his nine-year tenure as Head of Research and Development at Pharmacia/Pharmacia & Upjohn, 17 new drugs were approved by the FDA prior to Pharmacia’s acquisition by Pfizer for $60 billion. Dr. Ando retired in 2018 as Chairman of Novo Nordisk A/S and previously served as the Chief Executive Officer of Cell Tech Group PLC from 2003 to 2005. He currently serves as Chairman of the Board for Nouscom A/G (a private company in Switzerland) and Nanexa AB (a public company listed on the Swiss Exchange). Previously, he has served as Chairman of the Board for several European-based biopharmaceutical companies, and, until April 2020, he served as a board member of Molecular Partners (a public company listed on the Swiss exchange). He served as a Senior Advisor at EW Healthcare Partners from 2007 to July 2021. From December 2020 to December 2022, Dr. Ando served as a Director of the Board for Selecta Bio (NASDAQ: SELB). Dr. Ando received his Bachelor of Arts degree from Uppsala University in Sweden and Doctor of Medicine degree from Linköping University in Sweden.

We believe Dr. Ando is qualified to serve as Chair of our Board because his strong record of leadership as an executive officer and director in the life sciences industry affords him a deep understanding of the industry and corporate setting in which we operate and allows him to impart his substantial expertise in the fields of manufacturing, information technology, business development and commercialization to the Board and the Company.

Jay S. Duker, M.D

President, Chief Executive Officer and Director

Dr. Duker has been EyePoint’s President, Chief Executive Officer and a Director since July 2023. Prior to these roles, Dr. Duker served as EyePoint's President and Chief Operating Officer and as Chief Strategic Scientific Officer. He was an independent Director on EyePoint’s Board of Directors from 2016-2020 before his re-appointment to the Board of Directors in July 2023.

From 2001 until 2021, Dr. Duker was the Director of the New England Eye Center (NEEC) and Professor and Chair of the Department of Ophthalmology at Tufts Medical Center and the Tufts University School of Medicine in Boston, Massachusetts. He has

published over 345 journal articles, concentrating on retinal imaging, retinal vascular diseases, and drug delivery to the posterior segment. Dr. Duker remains in clinical practice, seeing patients with medical retinal disorders and intraocular tumors. Dr. Duker is the founder of three successful start-up companies; SurgiSite Boston, the fifth busiest independent ophthalmology-only out-patient surgery center in the United States, the Boston Image Reading Center (BIRC), and Hemera Biosciences, the developer of HMR59, an AAV-based gene therapy for dry age-related macular degeneration that is currently in a phase 2 clinical trial after being acquired by Janssen in 2020. Dr. Duker was on the Board of Sesen Bio and served as its Chair until March 2023. Dr. Duker received an A.B. from Harvard University and an M.D. from the Jefferson Medical College of Thomas Jefferson University.

Dr. Duker has devoted more than 30 years to the field of ophthalmology focused on improving eyesight and preventing blindness, holding roles in clinical research, business, and academic settings. We believe Dr. Duker is qualified to serve on our Board because of his role as President and Chief Executive Officer, as well his prior service on the Board of the Company and other life science companies. Dr. Duker's extensive experience in ophthalmology, both as a renowned practitioner, scholarly leader and successful executive, provides him with valuable expertise to guide our Board.

Nancy Lurker

Vice Chair of the Board of Directors and Member of the Science Committee

Ms. Lurker has served as Vice Chair of EyePoint's Board of Directors since July 2024. Prior to this role, Ms. Lurker served as Executive Vice Chair of the Board of EyePoint from December of 2023 to July of 2024. Ms. Lurker also previously served as President and Chief Executive Officer of EyePoint from 2016 to July 2023. Prior to EyePoint, Ms. Lurker served as President and Chief Executive Officer and a director of PDI, Inc. (now Interpace Diagnostics Group, Inc.) (OTC: IDXG), a publicly-traded healthcare commercialization company, and as Senior Vice President and Chief Marketing Officer of Novartis Pharmaceuticals Corporation, the U.S. subsidiary of Novartis AG. Prior to that, Ms. Lurker held various senior positions at other leading pharmaceutical companies including Pharmacia Corporation (now a part of Pfizer, Inc.), ImpactRx and Bristol-Myers Squibb Company.

Ms. Lurker has served on the board of directors of Alkermes plc (Nasdaq: ALKS) since April 2024, Collegium Pharmaceutical, Inc. (Nasdaq: COLL) since February 2025, and Altasciences, LLC, a private contract research organization and National Sanitation Foundation, a not-for-profit organization dedicated to improving human health through quality standards. She previously served on the boards of directors of current and formerly publicly-traded companies Aquestive Therapeutics, Inc. (NASDAQ: AQST) from 2018 until June 2022, X4 Pharmaceuticals, Inc. (NASDAQ: XFOR) from 2016 until 2018, Auxilium Pharmaceuticals, Inc., Mallinckrodt plc, PDI, Inc., Elan Corporation, plc, and ConjuChem Biotechnologies. Ms. Lurker holds a B.S. in Biology from Seattle Pacific University and an M.B.A. from the University of Evansville.

We believe Ms. Lurker is qualified to serve on our Board because of her broad ranging experience in the pharmaceutical industry and her track record of maximizing the potential of new therapies. Ms. Lurker's years of clinical drug development at BMS, Pharmacia and Novartis, in her capacity as a senior executive, and successfully implementing innovative U.S. and global drug launches, provide her with valuable expertise and perspective on our corporate strategy, management, operations, and governance.

John B. Landis, Ph.D.

Chair of the Science Committee

Dr. Landis has served as a Director since 2018. Previously, Dr. Landis served as a GMP Consultant to EyePoint, leading the EyePoint GMP process, from December 2023 through June 2024. Dr. Landis served as a director for Bioanalytical Systems, Inc. (NASDAQ: BASI), from 2009 to 2017, serving as the Chairman of its board of directors from 2011 until his departure in 2017. Dr. Landis previously served as Senior Vice President, Pharmaceutical Sciences of Schering-Plough Corporation, a pharmaceutical company, from September 2003 until his retirement in October 2008. In that role, Dr. Landis led the global pharmaceutical sciences function of pharmacy, analytical chemistry, process chemistry, biotechnology, quality assurance, clinical supplies, and devices. Prior to that, Dr. Landis served as Senior Vice President, Preclinical Development at Pharmacia Corporation from 1997 until 2003 and led the global preclinical functions of toxicology, drug metabolism and pharmacokinetics, pharmaceutical sciences, analytical chemistry, and laboratory animal care. Dr. Landis also served as Vice President, Central Nervous System Psychiatry, Critical Care and Inflammation Development for Pharmacia & Upjohn from 1995 through 1997. Prior to that, Dr. Landis was employed by The Upjohn Company, where he held positions of increasing responsibility in the areas of analytical research, quality assurance, and quality control. He is a current member of Purdue University’s Drug Discovery Board. Over his career, Dr. Landis served on several other boards of directors, academic advisory panels, and professional boards. Dr. Landis earned Ph.D. and M.S. degrees in Analytical Chemistry from Purdue University and a B.S. degree in Chemistry from Kent State University.

We believe Dr. Landis is qualified to serve on the Board because his substantial and varied experience working within medical communities ranging from academia to the pharmaceutical industry position him to provide a practical and balanced perspective to the

Board. Dr. Landis also brings to the Board executive experience in clinical research and his service on other public company boards affords him a deep understanding of the role of the Board and its oversight of corporate governance and business strategy.

Wendy DiCicco

Chair of the Audit Committee and member of the Compensation Committee and the Governance and Nominating Committee

Ms. DiCicco serves as an independent financial and board advisor to companies in the life sciences industry, often serving in the role of interim Chief Financial Officer. From July 2023 to December 2024, she served as the interim Chief Financial Officer for Akari Therapeutics (NASDAQ: AKTX). From 2019 to March 2022, she served as interim Chief Financial Officer for Renovacor, a preclinical stage biopharmaceutical company (NYSE: RCOR). Previously, she was Chief Operating and Financial Officer of Centinel Spine from 2017 to 2018, a privately-held company. Ms. DiCicco currently serves on the board of directors of Imvax, Inc a privately-held biotechnology company. From February 2022 to March 2023, Ms. DiCicco served on the board of directors of SWK Holdings Corp (NASDAQ:SWKH). She has also previously served on the boards of directors for Sincerus Pharmaceuticals, ExpressCells, II-VI, Inc. (NASDAQ: II-VI), Carmell Therapeutics, Syncardia Systems, and CannaPharma Rx (OTC: CPMD). She previously served as President and Chief Operating Officer of Camber Spine Technologies and has held Chief Financial Officer roles at Nuron Biotech, Quench USA, Globus Medical, and Kensey Nash Corporation. Her career started in public accounting at Deloitte & Touche in 1990. Ms. DiCicco received a B.S. in accounting from Philadelphia College of Textiles and Science and is a licensed CPA. She is also an appointed Board Leadership Fellow and Corporate Governance Fellow of the National Association of Corporate Directors (NACD).

We believe Ms. DiCicco is qualified to serve on our Board because of her highly successful career as a C-suite executive leading financial and operational organizations at numerous global, commercial-stage healthcare companies and her extensive strategic and financial expertise to expand commercial launch efforts.

Karen Zaderej

Chair of the Compensation Committee and Member of the Audit Committee

Ms. Zaderej has more than 35 years of biopharmaceutical and medical device experience. She previously served as President, Chief Executive Officer, and Chair of the Board at Axogen (NASDAQ: AXGN). Earlier in her career, she held positions of increasing responsibility at Axogen, including Chief Operating Officer and Vice President of Marketing and Sales. Prior to joining Axogen in 2006, Ms. Zaderej worked for Zaderej Medical Consulting, a consulting firm she founded to assist medical device companies to build and execute successful commercialization plans. Previously, she worked at Ethicon, Inc., a Johnson & Johnson company, where she held senior positions in marketing, business development, research & development, and manufacturing. Ms. Zaderej is a director for Doron Therapeutics, a clinical stage biopharmaceutical company focused in arthritis, a member of the Board of Trustees of the University of Tampa and secretary of the board of MedExec Women. Ms. Zaderej previously served on the board of Viveve Medical (previously a public company) from September 2018 to May 2020. She holds an M.B.A. from the Kellogg Graduate School of Business and a B.S. in Chemical Engineering from Purdue University

We believe Ms. Zaderej is qualified to serve on the Board because of her extensive executive leadership experience, extensive experience in commercial development and her extensive experience at other life sciences companies.

Stuart Duty

Member of the Audit Committee and Compensation Committee

Stuart Duty is an experienced financial executive with over 30 years of experience in finance and investment banking. Mr. Duty has served as a director at Achieve Life Sciences, Inc. (NASDAQ: ACHV) since March 2023 and has served as Director at Milestone Pharmaceuticals, Inc. (NASDAQ: MIST) since July of 2024. Previously, Mr. Duty was a Senior Managing Director of Guggenheim Securities, LLC, a global investment and advisory financial services firm, from June 2012 to March 2023. He also served as Managing Director, Co-Head, Healthcare Investment Banking at Piper Jaffray Companies, a global investment firm, from 2007 to 2012, as the Chief Operating Officer of Oracle Partners, L.P., a private healthcare focused investment fund, from 2002 to 2007, as Managing Director, Co-Head, Healthcare Investment Banking at Piper Jaffray, Inc., an global investment bank, from 1992 to 2002, as Managing Director, Healthcare Investment Banking at Montgomery Securities, an investment bank, from 1993 to 1999 and as the Director of Business Development at Curative Technologies, Inc., a biotherapeutics company, from 1992 to 1993. Mr. Duty holds a B.A. in Biochemistry from Occidental College and an M.B.A from Harvard Business School.

We believe Mr. Duty is qualified to serve on the Board because of his extensive finance and investment banking experience, having guided numerous biotechnology and specialty pharmaceuticals companies through transactions and capital raise stages of growth.

Fred Hassan

Member of the Governance and Nominating Committee

Mr. Hassan joined Warburg Pincus LLC, a global private equity institution, in 2010 and currently serves as Director. Previously, Mr. Hassan served as Chairman and Chief Executive Officer of Schering-Plough from 2003 to 2009. Before assuming these roles, from 2001 to 2003, Mr. Hassan was Chairman and Chief Executive Officer of Pharmacia Corporation, a company formed as a result of the merger of Monsanto Company and Pharmacia & Upjohn, Inc. He joined Pharmacia & Upjohn, Inc. as Chief Executive Officer in 1997. Mr. Hassan previously held leadership positions with Wyeth serving as Executive Vice President and was a member of the board from 1995 to 1997. Earlier in his career, he spent a significant tenure with Sandoz Pharmaceuticals (now Novartis) and headed the company’s U.S. pharmaceuticals business.

Mr. Hassan has served as a director of Precigen Inc. (NASDAQ: PGEN) since June 2016, a director of BridgeBio Pharma Inc. (NASDAQ: BBIO) since August 2021, and a director of Cocrystal (NASDAQ: COCP) since July 2023. Mr. Hassan previously served as a director of Prometheus Biosciences Inc. from May 2021 to June 2023, a director of Amgen, Inc. (NASDAQ: AMGN) from July 2015 to May 2021, and as a director of Time Warner Inc. from October 2009 to June 2018. In the course of his career, he has held numerous directorships, including those at Avon Products, Inc. from 1999 to 2013, Bausch & Lomb from 2010 until its acquisition by Valeant Pharmaceuticals International, Inc. in 2013, and Valeant Pharmaceuticals International, Inc. from 2013 to 2014. Mr. Hassan has chaired notable pharmaceutical industry organizations including The Pharmaceutical Research and Manufacturers of America (PhRMA) and The International Federation of Pharmaceutical Manufacturers Associations (IFPMA) and as a member of The Business Council. He received a B.S. degree in chemical engineering from the Imperial College of Science and Technology at the University of London and an M.B.A. from Harvard Business School.

We believe Mr. Hassan is qualified to serve on the Board because of his extensive leadership and Board experience, having guided numerous life science companies as CEO, Chairman and Director.

Reginald J. Sanders, M.D.

Member of the Science Committee

Dr. Sanders is the most recent president of the American Society of Retina Specialists (ASRS) and current board member of Prism Vision Group (PVG). Dr. Sanders is a physician within the Retina Group of Washington (RGW), a division of PVG. Dr. Sanders served many years as president and managing partner of RGW and was a main force in RGW becoming the largest practice of retinal specialists in the United States. Dr. Sanders is recognized as being one of the leaders in business development in the retinal space and was instrumental in developing the Business of Retina meeting for the ASRS.

Upon finishing his retinal training, Dr. Sanders joined Retina Group of Washington, based in Washington, D.C., where he has since remained. He is board certified by the American Board of Ophthalmology and is licensed throughout the metropolitan region of D.C. He is affiliated with Georgetown University Hospital, Washington Hospital Center, Children’s Hospital, and Howard University School of Medicine, with clinical professorships at both Georgetown University and Howard University medical schools. Dr. Sanders has served as Chief of the Retina Service at Georgetown University/Washington Hospital Center since 2001.

Dr. Sanders graduated with honors from the University of Virginia and went on to receive his medical degree from Yale University. Following an internship at Yale-New Haven Hospital, Dr. Sanders completed his residency in Ophthalmology at the world-renowned Wills Eye Hospital in Philadelphia, where he was chosen as Co-Chief Resident. He then completed a fellowship in vitreo-retinal diseases and surgery at the Massachusetts Eye and Ear Infirmary/Harvard Medical School.

Dr. Sanders has also fashioned a career in education and research with RGW, developing a national reputation. He is well published, having more than 50 scientific papers, articles and presentations to his credit, and has lectured nationally and abroad. He has served as an investigator/sub-investigator in numerous studies of new retinal treatments. Dr. Sanders has also filled leadership roles for—and is still active in—many local and national professional societies and organizations. In addition, he has been consistently recognized for his clinical skills, as shown by a number of professional honors, including being a charter inductee of the Retina Hall of Fame.

We believe Dr Sanders is qualified to serve on the Board because of his world-class experience as one of the foremost clinicians in the retinal space, in the world.

Executive Officers

Each of our executive officers holds office until the first meeting of our Board following the next annual meeting of stockholders and until such officer’s respective successor is chosen and qualified, unless a shorter period shall have been specified by the terms of such officer’s election or appointment. The following table sets forth information about our executive officers as of April 23, 2025:

Jay Duker, M.D.

Please refer to the section entitled “Directors and Executive Officers – Directors and Director Nominees” above for Mr. Duker’s biographical information.

George Elston

Mr. Elston has served as our Executive Vice President and Chief Financial Officer since October 2023. From November 2019 to October 2023, Mr. Elston served as Chief Financial Officer. Mr. Elston brings more than 25 years of diverse financial and senior leadership experience in the biopharmaceutical sector with both global publicly-traded and privately-held organizations. Mr. Elston most recently served as Chief Financial Officer and Head of Corporate Development at Enzyvant Therapeutics from December 2018 to September 2019 where he helped build the pre-commercial rare disease firm leading to its recent 2019 acquisition. Before that, he was President and Chief Executive Officer at 2X Oncology, Inc. from May 2017 to October 2018, where he advanced the company from a spin-out into a multiprogram, clinical-stage organization. He was also SVP and CFO of Juniper Pharmaceuticals, Inc. from October 2014 to December 2016 and prior to that, held senior executive roles at KBI Biopharma, Inc., Optherion, Inc., Elusys Therapeutics, Inc. and CR Bard. Mr. Elston began his career in public accounting at Pricewaterhouse (now PricewaterhouseCoopers LLP). He earned his B.B.A. in accounting from Pace University and is a Certified Public Accountant. He currently serves as a Trustee and Audit Committee Chairman of the DWS – DBX ETF Trust.

Ramiro Ribeiro, M.D., PhD

Dr. Ribeiro has served as our Chief Medical Officer since March 2024, and was previously Vice President and Head of Clinical Development at Apellis Pharmaceuticals Inc. (NASDAQ: APLS) from 2018 to March 2024. In his previous role, Dr. Ribeiro was responsible for building the pipeline strategy for Apellis’s ophthalmology franchise. He successfully led the cross-functional development team responsible for the global Phase 3 clinical program in Geographic Atrophy (GA) from protocol development through New Drug Application (NDA) submission and the U.S. FDA approval of SYFOVRE. Prior to joining Apellis in 2018, Dr. Ribeiro was the Senior Medical Director and Head of Digital Health at Acucela Inc., where he was responsible for multiple programs in retina. Previously, he held leadership roles at Ophthotech (Iveric Bio), Alcon (NYSE: ALC), Replenish, Inc., and 1Co Inc. Earlier, Dr. Ribeiro was a practicing retinal specialist. He holds a M.D. from Pontifical Catholic University and a Ph.D. in Stem Cell Therapy for Retinal Degenerative Diseases from the Federal University of São Paulo. He was also a research fellow at University of Southern California.

Family Relationships

There are no family relationships among any of our directors, director nominees or executive officers.

Arrangements between Officers, Directors and Director Nominees

Dr. Ando was initially appointed to the Board as the designee of EW Healthcare Partners, L.P. and EW Healthcare Partners-A, L.P. pursuant to the terms of a securities purchase agreement between us and the investors. The investors no longer have board nomination rights pursuant to such agreement.

Other than as disclosed above, there is no arrangement or understanding between any of our executive officers, directors or director nominees and any other person, pursuant to which such person was selected to serve as an executive officer or director, as applicable.

CORPORATE GOVERNANCE AND BOARD MATTERS

Director Independence

In accordance with the NASDAQ rules, the Board annually determines the independence of each director. No director is considered independent unless the Board has determined that they have no material relationship with us that would interfere with the exercise of independent judgment. The Board monitors the status of the independence of our directors through the work of the Governance and Nominating Committee and through a questionnaire to be completed by each director no less frequently than annually, with updates periodically if information provided in the most recent questionnaire has materially changed.

The Board has unanimously determined that Dr. Ando, Ms. DiCicco, Ms. Zaderej, Mr. Duty, Mr. Hassan and Dr. Sanders are independent under applicable standards of the SEC and Nasdaq. Dr. Duker does not qualify as independent due to the fact that Dr. Duker serves as President and Chief Executive Officer of the Company. Ms. Lurker does not qualify as independent due to the fact that she was employed by the Company during the past three years, with her employment ending in July 2024. Dr. Landis does not qualify as independent due to the fact that he received compensation in excess of $120,000 during a period of twelve consecutive months within the past three years while serving as a consultant to Company, with such consulting services ending during the second quarter of 2024.

Each of the Audit Committee, the Compensation Committee and the Governance and Nominating Committee is comprised entirely of independent directors. Other than Dr. Landis, the Science Committee is also comprised of independent directors.

Board Leadership Structure, Processes, and Role in Risk Oversight

Board Leadership Structure

The Board has chosen to separate the roles of Board Chair and Chief Executive Officer and believes that such a separation of roles is in our best interests and the best interests of our stockholders. Dr. Ando's extensive experience in the life sciences industry in both senior management and board of director positions coupled with his perspective as an independent director provide effective leadership for our Board and support for our executive team. The leadership structure also includes a Vice Chair to the Board of Directors. Ms. Lurker's broad ranging experience in leading the Company and her track record of maximizing the potential of new therapies with over ten years of clinical drug development experience as a senior executive, and successfully implementing innovative U.S. and global drug launches, provide her with valuable expertise to provide leadership for our Board and support of the executive team.

Board’s Role in Risk Oversight

It is management’s responsibility to manage risk and bring to the Board’s attention risks that are material to the Company. The Board has oversight responsibility for the systems established to report and monitor the most significant risks applicable to us. The Board administers its risk oversight role directly and through its committee structure. The Board reviews strategic and financial risks and exposures associated with our long-term strategy, development, and commercialization of products and product candidates and other matters that may present material risk to our operations, strategy, and prospects. The Audit Committee reviews risks associated with financial and accounting matters, including financial reporting, accounting, disclosure and internal control over financial reporting, as well as overall risk assessment and management, including risks associated with information technology (cybersecurity) and compliance (including healthcare and related regulatory matters). The Compensation Committee reviews risks related to executive compensation and the design of compensation programs, plans and arrangements, as well as risks and overall approach related to human capital matters. The Governance and Nominating Committee manages risks associated with corporate governance, as well as Board composition and procedures. The Science Committee supports the Board’s oversight of risks related to our research and development (R&D) organization.

Executive Sessions

Executive sessions of our independent directors are held at each regularly scheduled meeting of our Board and at other times they deem necessary. Our Board’s policy is to hold executive sessions both with and without the presence of management. Our Board committees also generally meet in executive session at the end of each committee meeting.

Executive and Director Compensation Processes

The agenda for each meeting of the Compensation Committee is usually developed by the Chair of the Compensation Committee in consultation with our Chief Executive Officer. The Compensation Committee meets regularly in executive session. From time to time, various members of management and other employees as well as outside advisors or consultants may be invited by the Compensation Committee to make presentations, to provide financial or other background information or advice, or to otherwise participate in Compensation Committee meetings. No officer may participate in, or be present during, any deliberations or determinations of the Compensation Committee regarding the compensation for such officer or employee. Our Chief Executive Officer provides recommendations to our Compensation Committee with respect to executive and employee compensation, other than his own compensation. The Compensation Committee takes into consideration Dr. Duker’s input in granting annual bonuses or equity awards and setting compensation levels.

The charter of the Compensation Committee grants the Compensation Committee full access to all of our books, records, facilities, and personnel, as well as the authority to obtain, at our expense, advice and assistance from internal and external legal, accounting, or other advisors and consultants and other external resources that the Compensation Committee considers necessary or appropriate in the performance of its duties. In particular, the Compensation Committee has the authority to retain compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. In addition, the Compensation Committee reviews the charter annually and updates it as necessary in light of changing circumstance.

During 2024, the Compensation Committee retained Aon’s Human Capital Solutions practice, a division of Aon, plc (Aon), as its independent consultant to assist in evaluating our executive compensation programs and practices and to make recommendations regarding compensation for the year ended December 31, 2024. During this process, Aon:

The aggregate fees we paid to Aon for its service as our independent executive officer and board of director compensation consultant was approximately $166,000. Aon’s affiliates provided commercial risk services to the Company which were unrelated to the executive officer and director compensation consultancy services. The fees for commercial risk services were $195,000. Although the Committee was aware of the nature of the services performed by Aon affiliates, the Committee did not review and approve such services and insurance premiums and policies, as those were reviewed and approved by management in the ordinary course of business. The Compensation Committee assessed the independence of Aon pursuant to SEC rules and concluded that no conflict of interest existed that would prevent Aon from independently representing the Compensation Committee. The Compensation Committee has sole responsibility for the selection, engagement, removal and compensation of its compensation consultant.

The Compensation Committee may form and delegate any or all of its duties or responsibilities to a subcommittee of the Compensation Committee, to the extent consistent with our Certificate of Incorporation, bylaws and applicable laws and rules of markets in which our securities then trade.

Board Committees

The Board has four standing committees: the Audit Committee, the Compensation Committee, the Governance and Nominating Committee and the Science Committee. Each standing committee has a written charter. Each of the Audit Committee, the Compensation Committee and the Governance and Nominating Committee is comprised entirely of independent directors. The Science Committee is currently comprised of independent directors and Dr. John Landis; however, it may also in the future include members of our R&D organization and other members of executive management in accordance with its charter. While each committee has designated responsibilities, the committees act on behalf of the entire Board and regularly report on their activities to the entire

Board. Details concerning the role and structure of the Board and each Board committee are contained in the Corporate Governance Guidelines and the committee charters, available on the “Investor” section of our website at www.eyepointpharma.com under “Corporate Governance.”

Audit Committee

The Audit Committee is responsible for assisting the Board with oversight of our accounting and financial reporting processes, including but not limited to (a) our audit program; (b) the integrity of our financial statements; (c) the review and assessment of the qualifications and independence of our independent registered public accounting firm; and (d) the preparation of reports required of the Audit Committee under the rules of the SEC. The Audit Committee is also responsible for (i) overseeing the establishment of effective internal controls and procedures intended to ensure the Company’s compliance with relevant accounting standards, financial reporting procedures and applicable laws and regulations, (ii) overseeing and monitoring the Company’s compliance with legal and regulatory requirements, and (iii) overseeing the Company’s risk assessment and risk management policies and programs, including matters relating to cybersecurity.

More specifically, the Audit Committee’s responsibilities include:

The current members of the Audit Committee are Ms. DiCicco (Chair), Ms. Zaderej and Mr. Duty, all of whom served on the Audit Committee during the fiscal year ended December 31, 2024. Our former director, Dr. David Guyer, also served as a member of the Audit Committee during the year ended December 31, 2024 until his resignation from the Board on September 3, 2024.

The Board has determined that all members of the Audit Committee are independent for purposes of service on the Audit Committee as provided in SEC and Nasdaq rules, as applicable. The Board also has determined that Ms. DiCicco, Ms. Zaderej, and Mr. Duty are "audit committee financial experts" as defined under SEC rules.

The Audit Committee met four times during the year ended December 31, 2024.

Compensation Committee

The Compensation Committee is responsible for (i) discharging the Board’s responsibilities relating to executive compensation, (ii) overseeing our compensation and employee benefits plans and practices, including incentive, equity-based and other compensatory plans in which executive officers and key employees participate, (iii) producing a report on executive compensation as required by the SEC, and (iv) overseeing our approach and management of risks related to human capital. More specifically, the Compensation Committee’s responsibilities include, but are not limited to:

The members of the Compensation Committee are Ms. Zaderej (Chair), Dr. Ando, Ms. DiCicco & Mr. Duty, all of whom served on the Compensation Committee during the fiscal year ended December 31, 2024. Dr. Guyer also served as a member of the Compensation Committee during the year ended December 31, 2024 until his resignation from the Board on September 3, 2024.

The Board has determined that all members of the Compensation Committee are independent for purposes of service on the Compensation Committee as provided in SEC and Nasdaq rules, as applicable.

The Compensation Committee met four times during the year ended December 31, 2024.

The processes and procedures followed by our Compensation Committee in considering and determining executive and director compensation are described above under “Corporate Governance and Board Matters—Board Leadership Structure, Processes, and Role in Risk Oversight—Executive and Director Compensation Processes.”

Compensation Risk Assessment

Throughout 2024, the Compensation Committee performed a compensation risk assessment covering all of the Company’s compensation plans, designs and processes, including the plans in which our executive officers participate. The purpose of this risk assessment was to evaluate whether any of the 2024 plans, plan design or processes of determining compensation of the executive officers and other employees encourage unnecessary or excessive risk taking. The Compensation Committee determined that the Company’s 2024 executive compensation program does not promote excessive risk-taking behavior by executive officers of the Company or increase risk to the Company. Thus, the Compensation Committee concluded that the 2024 compensation program is not reasonably likely to have a material adverse effect on the Company.

Governance and Nominating Committee

The Governance and Nominating Committee is responsible for (i) identifying and recommending to the Board individuals qualified to serve as directors and advising the Board with respect to Board composition and procedures, (ii) overseeing the evaluation of the Board and the committees, (iii) developing and maintaining our corporate governance policies, and (iv) overseeing our activities relating to corporate social responsibility and environmental and sustainability matters. More specifically, the Governance and Nominating Committee’s responsibilities include:

Board Refreshment

The Governance and Nominating Committee periodically reviews the changing business and macroeconomic environment that the Company operates in, as well as the risks presented by changing business conditions, in order to align the membership of the Board with the Company's strategic plan, growth opportunities and challenges. The Governance and Nominating Committee evaluates the current Board skills, experience, expertise, and other attributes when making decisions regarding the nomination of new and incumbent directors. The decision regarding the re-nomination of an incumbent director is determined based on the evaluation of contributions to the work of the Board and relevant committees, meeting attendance, skill set and overall contributions to the Company. When the Governance and Nominating Committee determines to add a new director, consideration is given to the skills, qualifications, and personal qualities outlined above. In addition, given the time commitment required for effective board service, the

Governance and Nominating Committee also considers the professional obligations and other commitments of board candidates, as well as service on other boards, in order to ensure that a director has sufficient time to devote to the duties and responsibilities of service on the Board.

The Governance and Nominating Committee believes that it is critical to maintain an appropriate balance of tenure on the Board to enable the Company, its employees and stockholders to benefit from the business, industry and other experiences of longer serving directors, as well as the fresh perspectives that new directors add, while acknowledging the value of continuity as Board composition evolves. As a result of this philosophy, the Governance and Nominating Committee strives to attain a measured rate of refreshment and new additions to the Board.

The Governance and Nominating Committee has periodically engaged third parties to identify and evaluate candidates qualified to serve as our directors and may continue to do so in the future.

The members of the Governance and Nominating Committee are Dr. Ando (Chair), Ms. DiCicco, and Mr. Hassan, all of which served as a member of the Governance and Nominating Committee during the year ended December 31, 2024. Dr. Guyer also served as a member of the committee during the year ended December 31, 2024 until his resignation from the Board on September 3, 2024.

The Board has determined that all members of the Governance and Nominating Committee are independent for purposes of service on the Governance and Nominating Committee as provided in SEC and Nasdaq rules, as applicable.

The Governance and Nominating Committee met four times during the year ended December 31, 2024.

Science Committee

The Science Committee is responsible for assisting the Board in ensuring that our research and development organization is optimized to support the strategic goals and making recommendations to the Board on key strategic and tactical issues relating to our research and development activities. To accomplish this purpose, the Committee reviews and monitors the science, processes, procedures, and infrastructure underlying the Company’s major discovery and development programs. More specifically, the Science Committee’s responsibilities include:

The current members of the Science Committee are Dr. Landis (Chair), Dr. Ando, Ms. Lurker & Dr. Sanders, all of whom (other than Dr. Sanders) served on the Science Committee during the year ended December 31, 2024. Dr. Guyer and our former director, Dr.

Anthony Adamis, also served as a member of the committee during the year ended December 31, 2024 until their respective resignations from the Board on September 3, 2024.

The Science Committee met four times during the year ended December 31, 2024.

Attendance at Board and Committee Meetings

The Board met four times during the year ended December 31, 2024. Each of the directors who served the full year attended at least 75% of the aggregate of the total number of meetings of the Board and of the committees on which he or she served (during the period that each such director served). Our corporate governance guidelines encourage, but do not require our directors to attend annual meetings of stockholders. All but two of the directors who was serving as a director as of the 2024 Annual Meeting attended the 2024 Annual Meeting, either in person or by telephone.

Stockholder Nominations for Director

The Governance and Nominating Committee will consider written stockholder recommendations for candidates for the Board, which recommendations should be delivered or mailed, postage prepaid, to:

Company Secretary

EyePoint Pharmaceuticals, Inc.

480 Pleasant Street, Suite C400

Watertown, MA 02472

United States

Stockholder recommendations must include certain relevant information concerning the candidate, the stockholder making the recommendation and any beneficial owner on whose behalf the recommendation is made. The required information is set forth in our Stockholder Nomination Policy, available on the “Investor” section of our website at www.eyepointpharma.com under “Corporate Governance – Governance Overview.”

The Governance and Nominating Committee will evaluate candidates for director who are recommended by stockholders on the same basis as candidates recommended by other sources. Considerations include the Governance and Nominating Committee’s discretionary assessment of the skills represented and required on the Board, and an evaluation of candidates against the standards and qualifications set forth in our Corporate Governance Guidelines and criteria approved by the Board from time to time. We do not have a formal policy with respect to diversity, although we seek to have a Board that reflects a range of talents, ages, skills, viewpoints, professional experience, educational backgrounds, expertise, genders, and ethnicities. The Governance and Nominating Committee will determine whether to interview any candidate in its sole discretion.

Stockholder Communications with Directors

Stockholders and other interested parties may communicate directly with the Board, the independent directors, the Chair of the Board, any other group of directors or any individual director. The required information is set forth in our Policy Regarding Stockholder Communications With Directors, available on the “Investor” section of our website at www.eyepointpharma.com under “Corporate Governance – Governance Overview.” Any such written communications should be addressed to the relevant group or individual and sent to the following address:

Name(s) of Director(s), Group of Directors or Board of Directors

c/o Company Secretary

EyePoint Pharmaceuticals, Inc.

480 Pleasant Street, Suite C400

Watertown, MA 02472

United States

Our Company Secretary will forward such communications to the relevant group or individual at or prior to the next meeting of the Board. The communication shall prominently display the legend “BOARD COMMUNICATION” in order to indicate to the Corporate Secretary that it is a communication subject to this policy. The Secretary shall not be required to forward any communication determined in his good faith belief to be frivolous, unduly hostile, threatening, illegal or similarly unsuitable, such as spam, junk mail, mass mailings, resumes, other forms of job inquiries, surveys, business solicitations or advertisements.

Code of Business Conduct

We have adopted a Code of Business Conduct applicable to each of our officers, directors and employees, including our principal executive officer and principal financial officer. The Code of Business Conduct is a set of policies on key integrity issues that requires our representatives to act ethically and legally. It includes policies with respect to conflicts of interest, corporate & social responsibility, compliance with laws, insider trading, corporate opportunities, competition and fair dealing, discrimination and harassment, health and safety, record-keeping, confidentiality, protection and proper use of assets, payments to government personnel, and reports to and communications with the SEC and the public.

We review the Code of Conduct annually and update it as appropriate. We intend to disclose any future amendments to, or waivers from, the Code of Business Conduct that affect our directors or senior financial and executive officers within four business days of the amendment or waiver by posting such information on the “Investor” section of our website at www.eyepointpharma.com under “Corporate Governance—Governance Overview.”

Insider Trading, Hedging and Pledging Prohibition

We have adopted an insider trading policy that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the Company.Under our Insider Trading Policy, our directors, officers, employees and consultants (and each such individual’s family members who reside with them, anyone else who lives in their household and any family members who do not live in their household but whose transactions in our securities are directed by the insider or are subject to the insider’s influence or control) are prohibited from engaging the following transactions at any time: (i) any transactions in our securities prohibited by the insider trading laws while in possession of material non-public information, (ii) engaging in short sales of our securities; (iii) trading in put options, call options or other derivative securities on an exchange or in any other organized market; (iv) engaging in hedging or monetization transactions, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds; and (v) holding our securities in a margin account or otherwise pledging our securities as collateral for loan. Our full insider trading policy is filed as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Audit Committee Report

As more fully described in its charter, the Audit Committee oversees our financial reporting process on behalf of the Board. Our management is responsible for our financial reporting process, including assuring that we develop and maintain adequate financial controls and procedures, and assess compliance therewith. Our independent registered public accounting firm, Deloitte & Touche LLP (Deloitte) is responsible for performing an audit of our consolidated financial statements in accordance with standards of the Public Company Accounting Oversight Board (United States) (PCAOB), and issuing its opinion on the financial statements.

The Audit Committee reviewed and discussed our audited consolidated financial statements for the fiscal year ended December 31, 2024 with our management and Deloitte. The Audit Committee also reviewed and discussed with Deloitte our audited consolidated financial statements and the matters required to be discussed by the applicable requirements of the PCAOB. The Audit Committee met with Deloitte, with and without management present, to discuss the results of their examinations, other areas of oversight relating to the financial reporting and audit process that the Audit Committee determined appropriate, their evaluation of our internal controls, and the overall quality of our financial reporting.

The Audit Committee discussed with Deloitte the firm’s independence and received from Deloitte and reviewed the written disclosures and the letter required by PCAOB Ethics and Independence Rule 3526 (Communication with Audit Committees Concerning Independence). The Audit Committee considered whether Deloitte’s provision of non-audit services to us is compatible with Deloitte’s independence and concluded that Deloitte is independent from our company and our management.

Based on the above-referenced reviews and discussions with our management and Deloitte, the Audit Committee recommended to the Board that our audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2024, for filing with the SEC.

RELATED PARTY TRANSACTIONS

Policy Regarding Transactions with Related Persons

We maintain a written "Related Party Transaction Policy.” Under this policy, the Audit Committee or, in time sensitive instances, the Chair of the Audit Committee, has responsibility for reviewing and approving or ratifying any transaction in which we and any of our directors, director nominees, executive officers or 5% stockholders and their immediate family members are participants, or in which such persons have a direct or indirect material interest, as provided under SEC rules. In reviewing transactions, the committee or the Chair considers all of the relevant facts and circumstances, and approves only those transactions that the committee or the Chair in good faith determines to be in, or not inconsistent with, the best interests of us and our stockholders. Except as otherwise disclosed below, there were no such related-person transactions since January 1, 2023.

Transactions with Related Persons

Ocumension Transactions

Licensing Transactions

The Company entered into an Exclusive License Agreement on November 2, 2018, as amended by a Memorandum of Understanding dated March 1, 2019, a Memorandum of Understanding dated August 18, 2020, a Supply and Quality Agreement on February 19, 2019 and a Memorandum of Understanding on August 26, 2024. Our former director, Ye Liu, was executive director and Chief Executive Officer of Ocumension Therapeutics.

Pursuant to the license agreement and Memorandum of Understanding signed with the Company, Ocumension has:

Other than a fixed number of hours of technical assistance support to be provided at no cost by us, Ocumension is responsible for all development, regulatory and commercial costs, including any additional technical assistance requested.

During 2024, Ocumension paid $1.2 million to the Company under the Executive License Agreement.

Director and Officer Indemnification Agreements

We have entered into indemnification agreements with our directors and executive officers. In general, these agreements provide that we will indemnify the director or executive officer to the fullest extent permitted by law for claims arising in his or her capacity as a director or executive officer of our company or in connection with their service at our request for another corporation or entity. The indemnification agreements also provide for procedures that will apply in the event that a director or executive officer makes a claim for indemnification and establishes certain presumptions that are favorable to the director or executive officer.

We maintain a general liability insurance policy that covers certain liabilities of our directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers.

BENEFICIAL OWNERSHIP

Stock Ownership of Directors, Director Nominees, Officers and Principal Stockholders

At the close of business on April 23, 2025, there were 68,811,357 shares of our common stock issued and outstanding and entitled to vote. On April 23, 2025, the closing price of our common stock as reported on the Nasdaq Global Market was $6.71 per share. The following table sets forth certain information relating to the beneficial ownership of our common stock as of April 23, 2025 by:

Beneficial ownership is determined in accordance with the rules of the SEC as indicated in the footnotes to the table below.

Unless otherwise indicated, the address for each of the beneficial owners listed below is: c/o EyePoint Pharmaceuticals, Inc., 480 Pleasant Street, Suite C400, Watertown, MA 02472, United States.

* Represents holdings of less than 1% of our outstanding common stock.

Equity Compensation Plan Information

The following table provides information about the securities authorized for issuance under the Company’s equity compensation plans as of December 31, 2024:

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act, as amended, requires our directors, certain officers, and beneficial owners of more than ten percent of our common stock to file reports with the SEC indicating their holdings of and transactions in our equity securities, and to provide copies of such reports to us. To our knowledge, based solely on a review of our records, publicly available information and written representations by the persons required to file such reports, that during the fiscal year ended December 31, 2024, only the following Section 16(a) filing was filed untimely due to administrative error: one Form 4 for Nancy Lurker (covering one transaction). The transaction was inadvertently omitted from the original Form 4 filing on January 2, 2024, and an amendment was filed on the January 3, 2024.

EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

Our named executive officers for the year ended December 31, 2024 are Dr. Jay Duker, our current President and Chief Executive Officer, George Elston, our Executive Vice President and Chief Financial Officer, and Ramiro Ribeiro, our Chief Medical Officer, who we collectively refer to as our Named Executive Officers.

Summary Compensation Table

The following table and footnotes provide information regarding the compensation of our Named Executive Officers for the year ended December 31, 2024 and the year ended December 31, 2023:

Narrative Disclosure to Summary Compensation Table

ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

In order to achieve the objectives of our business strategy, the Compensation Committee utilizes the components of compensation set forth below. The Compensation Committee regularly reviews all components of the compensation program in order to verify that each component is aligned with our strategy and ensure that each officers total compensation is consistent with our compensation philosophy and goals. In order to appropriately align our compensation programs and practices to the marketplace, we utilize a peer group of comparable public companies in the biopharma industry as a reference point. This peer group is reviewed and updated annually by the Committee based on factors such as market capitalization, number of employees and stage of development.

The primary elements of our named executive officers’ compensation and the main objectives of each are:

In addition, our named executive officers are eligible to participate in our health and welfare programs, including group term life insurance and long-term disability benefits, and our 401(k) plan on the same basis as our other employees. These benefits are described in more detail below.

Fiscal Year Base Salaries

In 2024, the initial annual base salary was $676,000 for Dr. Duker and $512,304 for Mr. Elston. On March 1, 2024, Dr. Ribeiro was appointed as Chief Medical Officer with a base salary of $485,000. For the fiscal year ending December 31, 2025, the Compensation Committee approved salary increases of 4% for Dr. Duker, 4% for Mr. Elston and 5.5% for Dr. Ribeiro, with effect from April 1, 2025. The resulting annual base salaries are as follows: $703,000 for Dr. Duker, $532,800 for Mr. Elston, $511,675 for Dr. Ribeiro.

2024 Fiscal Year Non-Equity Incentive Plan Compensation and Bonuses

Each of our executive officers is eligible to receive an annual performance bonus based on the achievement of corporate goals, as determined by our Board of Directors, and individual performance goals, as recommended by our Chief Executive Officer, for executives other than himself, and approved by the Compensation Committee. The performance bonus for our Chief Executive Officer is weighted 100% for achievement of our corporate goals, whereas the performance bonus for our other Named Executive Officers is weighted 75% for corporate goal achievement and 25% for individual goal achievement. The annual target bonus as a percentage of base salary was established at 60% for Dr. Duker (effective July 10, 2024 as CEO, 55% prior to such date), 45% for Mr. Elston and 45% for Dr. Ribeiro.

The corporate goals were pre-established by the Compensation Committee and the full Board of Directors for the year ended December 31, 2024 and the Board considers these corporate performance goals rigorous but achievable with a substantial amount of effort by the management team.

The corporate goals for 2024 consisted of goals surrounding aggressive advancement of the wet AMD pivotal trial as well as achieving certain technology enhancements and manufacturing thresholds within the year. The Compensation Committee approved a corporate performance score of 123% for the year ended December 31, 2024, as recommended by our Chief Executive Officer and approved by the Compensation Committee.

Mr. Elston and Dr. Ribeiro were given individual performance scores of 138% and 138%, respectively. Actual bonus amounts earned with respect to the total 123% corporate goal achievement and the individual performance scores (as applicable) for the year ended December 31, 2024 are reflected in the “Non-Equity Incentive Plan Compensation” column.

Dr. Ribeiro also received a sign on bonus when he joined the Company in March 2024 of $60,000 which is reported in the bonus column of the Summary Compensation Table.

2023 and 2024 Fiscal Year Equity Award Grants

On July 10, 2023, the Compensation Committee and the full Board of Directors approved the following equity grants to Dr. Duker in connection with an amendment to his employment agreement and in conjunction with his appointment to the position of President and CEO. Effective July 10, 2023 Dr. Duker was granted options to purchase 100,000 shares of common stock with an exercise price of $9.11 per share, the closing price of the Company’s common stock on the date of grant. These options will vest as to 25% of the total shares subject to the option on the one year anniversary of the grant date and then ratably over 36 months thereafter, provided that the executive maintains continuous employment with the Company during the vesting period. He also received 50,000 restricted stock units (RSUs) with pro rata annual vesting over three years.

On December 13, 2023, the Compensation Committee approved the following annual 2024 option grants to our Named Executive Officers: 180,000 options to Dr. Duker and 90,000 options to Mr. Elston. The grants were made on January 5, 2024 with an exercise price of $20.40 per share, the closing price of the Company’s common stock on the date of grant, and the options will vest as to 25% of the shares subject to the option after one year and then ratably over 36 months thereafter. In addition, on December 13, 2023, the Compensation Committee approved the grant of the following RSUs to be granted on January 5, 2024, to our Named Executive Officers: 90,000 RSUs to Dr. Duker and 45,000 RSUs to Mr. Elston, both with pro rata annual vesting over three years.

On December 11, 2024, the Compensation Committee approved the following annual 2025 option grants to our Named Executive Officers: 390,000 options to Dr. Duker, 104,000 options to Mr. Elston and 104,000 options to, Dr. Ribeiro. The grants were made on January 3, 2025 with an exercise price of $8.26 per share, the closing price of the Company’s common stock on the date of grant, and the options will vest as to 25% of the shares subject to the option after one year and then ratably over 36 months thereafter. In addition, on December 11, 2024, the Compensation Committee approved the grant of the following RSUs to be granted on January 3, 2025, to our Named Executive Officers: 195,000 RSUs to Dr. Duker, 52,000 RSUs to Mr. Elston, and 52,000 RSUs to Dr. Ribeiro, all with pro rata annual vesting over three years.

The Compensation Committee believes granting a mix of stock options and RSUs provides an appropriate balance of alignment with shareholder interests and executive retention. Executive equity vehicle mix is evaluated annually by the Committee based on Company, industry and other factors.

401(k) Plan

We maintain a defined contribution 401(k) retirement plan (401(k) Plan) for all employees in the United States, including our Named Executive Officers. Employees are eligible to participate in the 401(k) Plan in the month following their date of hire. Under the terms of the 401(k) Plan, participating employees may defer up to 100% of their pre-tax salary provided that such deferral is not in excess of the applicable statutory limits within any calendar year. The Company matches 100% of employee contributions up to a maximum of 6% of salary and bonus compensation, subject to annual Internal Revenue Service limits. Employee contributions and our company matching contributions to the 401(k) Plan vest immediately.

Employee Benefits and Perquisites

Our Named Executive Officers are eligible to participate in our health and welfare programs to the same extent as all full-time employees generally and are entitled to 20 days of annual paid time off in accordance with our vacation policy. We also provide our Named Executive Officers (NEO's) and other employees with group term life insurance and short and long-term disability (LTD) insurance at our expense. In addition to the regular LTD insurance, we offer Supplemental LTD insurance to our NEO's.

Employment Agreements

Jay Duker, who was appointed as our President and CEO on July 10, 2023 (he previously served as our Chief Operating Officer, and prior to that, served as Chief Strategic Scientific Officer), is employed under an employment agreement with us that provides for a base salary, a discretionary annual cash bonus based on the achievement of Company and individual performance goals, discretionary equity incentives, and severance payments as described further below under Additional Narrative Disclosure—Termination-Based Compensation.

George Elston, who became our Chief Financial Officer on November 14, 2019, is employed under an employment agreement that provides for a minimum base salary, a discretionary annual cash bonus based on the achievement of Company and individual performance goals, discretionary equity incentives, and severance payments as described further below under Additional Narrative Disclosure—Termination-Based Compensation.

Ramiro Ribeiro, who became our Chief Medical Officer on March 1, 2024, is employed under an employment agreement that provides for a minimum base salary, a discretionary annual cash bonus based on the achievement of Company and individual performance goals, discretionary equity incentives, and severance payments as described further below under Additional Narrative Disclosure—Termination-Based Compensation.

Outstanding Equity Awards at 2024 Year End

The following table and footnotes provide information concerning outstanding equity awards for our Named Executive Officers as of December 31, 2024:

Additional Narrative Disclosure

Stock Ownership Guidelines

We have adopted stock ownership guidelines for our executive officers. These guidelines were established to further align the interests of our executive officers with those of our stockholders and to promote our commitment to sound corporate governance practices. In 2021, upon the guidance of Aon, the ownership guidelines for our executive officers were updated and are listed below:

Owned shares as well as unvested time-based restricted shares are counted towards meeting the guidelines.

All executive officers have five years from the date of their appointment as a Section 16 officer (or the date on which the Compensation Committee adopts new guidelines) to meet these guidelines, and their stock ownership is reviewed annually by the Compensation Committee. For Dr. Duker the compliance deadline is November 1, 2026, for Mr. Elston the compliance deadline is August 1, 2026 and for Dr. Ribeiro the compliance deadline is March 1, 2029. As of April 23, 2025, all of the listed Named Executive Officers were in compliance with these guidelines.

Clawback Policy

We have a compensation recoupment, or clawback, policy to comply with Nasdaq listing standards implementing Exchange Act Rule 10D-1. The clawback policy includes mandatory recoupment of excess incentive-based compensation received by a covered executive (including the Named Executive Officers) on or after October 2, 2023 in the event of a restatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement under federal securities laws, as required by Exchange Act Rule 10D-1. The clawback policy replaced our former clawback policy in its entirety.

Termination-Based Compensation

Jay Duker

Effective July 10, 2023, the Board appointed Dr. Duker, as the Company's President and Chief Executive Officer, effective as of July 10, 2023. In connection with Dr. Duker’s appointment to President and Chief Executive Officer, the Company and Dr. Duker entered into an amendment (the Duker Amendment) to that certain Amended and Restated Employment Agreement, effective as of November 1, 2021, as amended by that certain First Amendment to Employment Letter Agreement, effective as of January 3, 2023, by and between the Company and Dr. Duker (as amended, the Duker Employment Agreement).

If Dr. Duker’s employment is terminated by the Company without Cause or by Dr. Duker for Good Cause (as such terms are defined in the Duker Employment Agreement), Dr. Duker will be entitled to (a) his base salary for the period of 12 months from the date of termination; (b) 100% of his target bonus for the calendar year in which his employment terminates, pro-rated through the date of termination; (c) 100% of his target bonus, in each case of (a), (b) and (c), payable in equal installments during the period of base salary continuation payable in clause (a); and (d) reimbursements equal to the portion of the monthly health premiums paid by the Company on Dr. Duker’s behalf and that of his eligible dependents immediately preceding the date that Dr. Duker’s employment terminates until the earlier of (i) the last day of the period of base salary continuation under clause (a) and (ii) the date that Dr. Duker and his eligible dependents become ineligible for COBRA coverage. In addition, any unvested equity awards held by Dr. Duker as of immediately prior to his termination of employment that would have vested as of the first anniversary of the date of his termination of employment had he remained in continuous employment with the Company or any subsidiary through such first anniversary will vest

upon Dr. Duker’s termination of employment and any such equity awards that are subject to exercise shall remain exercisable until the earlier of three (3) months following the date of Dr. Duker’s termination of employment and the last day of the option term.

In the event Dr. Duker’s employment is terminated by the Company without Cause or by Dr. Duker for Good Cause within 60 days prior to, or within 18 months following a "Change of Control" (as such term is defined in the Duker Employment Agreement), the Company will pay Dr. Duker (i) his base salary for 18 months from the date of termination, payable in a lump sum; (ii) 100% of his target bonus for the calendar year in which his employment terminates, pro-rated through the date of termination payable in a lump sum; (iii) 150% of his target bonus payable in a lump sum; and (iv) reimbursements equal to the portion of the monthly health premiums paid by the Company on Dr. Duker’s behalf and that of his eligible dependents immediately preceding the date that Dr. Duker’s employment terminates until the earlier of (A) the last day of the period of base salary continuation under clause (i) and (B) the date that Dr. Duker and his eligible dependents become ineligible for COBRA coverage. In addition, all of Dr. Duker’s then-outstanding equity awards will immediately accelerate and vest in full upon such termination of employment (or, if later, upon the occurrence of the Change of Control) and any such equity awards that are subject to exercise shall remain exercisable until the earlier of the first anniversary of the date of Dr. Duker’s termination (or three (3) months following the date of his employment termination in the case of any incentive stock options) and the last day of the option term.

In addition to the payments set forth in the preceding paragraphs, upon the termination of Dr. Duker’s employment for any reason, Dr. Duker will be entitled to receive any earned or accrued amounts and vested benefits that remain unpaid as of the date of his termination of employment.

Dr. Duker’s right to receive the severance payments and benefits described above under his employment agreement is conditioned upon his execution and non-revocation of a separation agreement containing a general release of claims. Dr. Duker’s employment agreement contains certain restrictive covenants, including non-disclosure of confidential information, assignment of rights to intellectual property, a non-competition covenant that runs for 12 months following his termination of employment for any reason, a non-solicitation covenant with respect to certain of our customers, vendors, suppliers, and business partners that runs for 12 months following his termination of employment for any reason, and a non-solicitation covenant with respect to our employees and independent contractors that runs for 12 months following his termination of employment.

George Elston

If Mr. Elston’s employment is terminated by the Company without Cause or by Mr. Elston for Good Cause (as such terms are defined in the A&R Elston Employment Agreement), Mr. Elston will be entitled to (a) his base salary for the period of 12 months from the date of termination; (b) 100% of his target bonus for the calendar year in which his employment terminates, pro-rated through the date of termination; (c) 100% of his target bonus, in each case of (a), (b), and (c), payable in equal installments during the period of base salary continuation payable in clause (a); and (d) reimbursements equal to the portion of the monthly health premiums paid by the Company on Mr. Elston’s behalf and that of his eligible dependents immediately preceding the date that Mr. Elston’s employment terminates until the earlier of (i) the last day of the period of base salary continuation under clause (a) and (ii) the date that Mr. Elston and his eligible dependents become ineligible for COBRA coverage. In addition, any unvested equity awards held by Mr. Elston as of immediately prior to his termination of employment that would have vested as of the first anniversary of the date of his termination of employment had he remained in continuous employment with the Company or any subsidiary through such first anniversary will vest upon Mr. Elston’s termination of employment and any such equity awards that are subject to exercise shall remain exercisable until the earlier of three (3) months following the date of Mr. Elston’s termination of employment and the last day of the option term.

In the event Mr. Elston’s employment is terminated by the Company without Cause or by Mr. Elston for Good Cause within 60 days prior to, or within 18 months following a "Change of Control" (as such term is defined in the Elston Employment Agreement), the Company will pay Mr. Elston (i) his base salary for 18 months from the date of termination, payable in a lump sum; (ii) 100% of his target bonus for the calendar year in which his employment terminates, pro-rated through the date of termination payable in a lump sum; (iii) 150% of his target bonus payable in a lump sum; and (iv) reimbursements equal to the portion of the monthly health premiums paid by the Company on Mr. Elston’s behalf and that of his eligible dependents immediately preceding the date that Mr. Elston’s employment terminates until the earlier of (A) the end of the eighteen (18) month period immediately following the date of termination and (B) the date that Mr. Elston and his eligible dependents become ineligible for COBRA coverage. In addition, all of Mr. Elston’s then-outstanding equity awards will immediately accelerate and vest in full upon such termination of employment (or, if later, upon the occurrence of the Change of Control) and any such equity awards that are subject to exercise shall remain exercisable until the earlier of three (3) months following the date of his employment termination and the last day of the option term.

In addition to the payments set forth in the preceding paragraphs, upon the termination of Mr. Elston's employment for any reason, Mr. Elston will be entitled to receive any earned or accrued amounts and vested benefits that remain unpaid as of the date of his termination of employment.

Mr. Elston’s right to receive the severance payments and benefits described above under his employment agreement is conditioned upon his execution and non-revocation of a separation agreement containing a general release of claims. Mr. Elston's employment agreement contains certain restrictive covenants, including non-disclosure of confidential information, assignment of rights to intellectual property, a non-competition covenant that runs for 12 months following his termination of employment for any reason, a non-solicitation covenant with respect to certain of our customers, vendors, suppliers, and business partners that runs for 12 months following his termination of employment for any reason, and a non-solicitation covenant with respect to our employees and independent contractors that runs for 12 months following his termination of employment.

Ramiro Ribeiro

If Dr. Ribeiro’s employment is terminated by the Company without Cause or by Dr. Ribeiro for Good Cause (as such terms are defined in the Ribeiro Employment Agreement), Dr. Ribeiro will be entitled to (a) his base salary for the period of 12 months from the date of termination; (b) 100% of his target bonus for the calendar year in which his employment terminates, pro-rated through the date of termination; (c) 100% of his target bonus, in each case of (a), (b) and (c), payable in equal installments during the period of base salary continuation payable in clause (a); and (d) reimbursements equal to the portion of the monthly health premiums paid by the Company on Dr. Ribeiro's behalf and that of his eligible dependents immediately preceding the date that Dr. Ribeiro's employment terminates until the earlier of (i) the last day of the period of base salary continuation under clause (a) and (ii) the date that Dr. Ribeiro and his eligible dependents become ineligible for COBRA coverage. In addition, any unvested equity awards held by Dr. Ribeiro as of immediately prior to his termination of employment that would have vested as of the first anniversary of the date of his termination of employment had he remained in continuous employment with the Company or any subsidiary through such first anniversary will vest upon Dr. Ribeiro's termination of employment and any such equity awards that are subject to exercise shall remain exercisable until the earlier of three (3) months following the date of Dr. Ribeiro's termination of employment and the last day of the option term.

If Dr. Ribeiro's employment is terminated by the Company without Cause or by Dr. Ribeiro for Good Cause within 60 days prior to, or within 18 months following a "Change of Control" (as such term is defined in the Ribeiro Employment Agreement), the Company will pay Dr. Ribeiro (i) his base salary for 18 months from the date of termination, payable in a lump sum; (ii) 100% of his target bonus for the calendar year in which his employment terminates, pro-rated through the date of termination payable in a lump sum; (iii) 150% of his target bonus payable in a lump sum; and (iv) reimbursements equal to the portion of the monthly health premiums paid by the Company on Dr. Ribeiro's behalf and that of his eligible dependents immediately preceding the date that Dr. Ribeiro's employment terminates until the earlier of (A) the end of the eighteen (18) month period immediately following the date of termination and (B) the date that Dr. Ribeiro and his eligible dependents become ineligible for COBRA coverage. In addition, all of Dr. Ribeiro's then-outstanding equity awards will immediately accelerate and vest in full upon such termination of employment (or, if later, upon the occurrence of the Change of Control) and any such equity awards that are subject to exercise shall remain exercisable until the earlier of three (3) months following the date of his employment termination and the last day of the option term.

In addition to the payments set forth in the preceding paragraphs, upon the termination of Dr. Ribeiro's employment for any reason, Dr. Ribeiro will be entitled to receive any earned or accrued amounts and vested benefits that remain unpaid as of the date of his termination of employment.

Dr. Ribeiro’s right to receive the severance payments and benefits described above under his employment agreement is conditioned upon his execution and non-revocation of a separation agreement containing a general release of claims. Dr. Ribeiro's employment agreement contains certain restrictive covenants, including non-disclosure of confidential information, assignment of rights to intellectual property, a non-competition covenant that runs for 12 months following his termination of employment for any reason, a non-solicitation covenant with respect to certain of our customers, vendors, suppliers and business partners that runs for 12 months following his termination of employment for any reason and a non-solicitation covenant with respect to our employees and independent contractors that runs for 12 months following his termination of employment.

DIRECTOR COMPENSATION

Compensation Summary

The following table and footnotes provide information regarding the compensation paid to our non-executive directors for the year ended December 31, 2024: