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New CFO joins Eton Pharmaceuticals (NASDAQ: ETON) in planned succession

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(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Eton Pharmaceuticals announced a planned chief financial officer transition. Judith “Judy” Matthews has been appointed Executive Vice President, Accounting and Finance and will become Chief Financial Officer, Corporate Secretary, and Treasurer effective June 1, 2026, succeeding James Gruber. Gruber will remain CFO through May 31, 2026 and then serve under a six-month consulting agreement to support continuity.

Matthews’ compensation includes an annual base salary of $440,000, plus an annual discretionary bonus targeted at 45% of base salary, tied to corporate and/or individual performance goals approved by the board. As an inducement, she received a one-time option to purchase 37,000 shares of common stock, vesting in equal annual installments over four years, and will participate in standard executive benefit plans. The company states her selection was not made pursuant to any arrangement with another person and notes no disclosable family or related-party relationships.

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Insights

Eton outlines an orderly CFO succession with defined incentives.

Eton Pharmaceuticals is executing a structured CFO handoff from James Gruber to Judy Matthews, with overlap through May 31, 2026 and a six-month consulting agreement. This reduces operational risk typically associated with finance leadership changes.

Matthews’ package — a $440,000 base salary, 45% target bonus, and options on 37,000 shares vesting over four years — aligns her interests with long-term performance. The filing also confirms no related-party or family relationships, supporting standard governance practices.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
CFO base salary $440,000 per year Annual base salary for Judith Matthews as CFO
Target bonus 45% of base salary Annual discretionary incentive bonus target for CFO
Stock options grant 37,000 shares One-time option grant vesting over four years
Consulting period Six months Post-transition consulting agreement for outgoing CFO
CFO effective date June 1, 2026 Date Judith Matthews becomes CFO
Current CFO end date May 31, 2026 Last day James Gruber serves as CFO
Commercial rare disease products 10 products Size of Eton’s current commercial rare disease portfolio
Late-stage product candidates 4 candidates Amglidia, ET-700, ET-800, ZENEO hydrocortisone autoinjector
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Regulation FD Disclosure regulatory
"Item 7.01 Regulation FD Disclosure."
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
equity incentive plan financial
"a one-time option under the Company’s equity incentive plan"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
rare diseases financial
"developing and commercializing treatments for rare diseases"
Medical conditions that affect a very small percentage of the population, often chronic, serious, and with limited or no approved treatments. For investors, rare diseases are like niche markets: patient groups are small but demand can be intense, allowing higher prices, quicker regulatory pathways, and exclusive rights that can drive significant returns—while also carrying development, reimbursement, and commercial risks tied to that small customer base.
consulting agreement financial
"will subsequently enter into a six-month consulting agreement"
Understanding 8-K Material Events →
false 0001710340 0001710340 2026-04-16 2026-04-16
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
   
 
FORM 8-K
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
April 16, 2026
Date of Report (Date of earliest event reported)
 
 
ETON PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
001-38738
37-1858472
(State of
(Commission
(I.R.S. Employer
incorporation)
File Number)
Identification Number)
 
21925 W. Field Parkway, Suite 235
Deer Park, Illinois 60010-7278
(Address of principal executive offices) (Zip code)
 
(847) 787-7361
(Registrant’s telephone number, including area code)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
  
Trading symbol(s)
  
Name of each exchange on which registered
Common Stock, par value $0.001 per share
  
ETON
  
NASDAQ Global Market
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 
 
 
 
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On April 16, 2026, Eton Pharmaceuticals, Inc. (the “Company”) issued a press release announcing the appointment of Judith Matthews as Executive Vice President, Accounting and Finance. Ms. Matthews will assume the role of Chief Financial Officer effective June 1, 2026. 
 
Ms. Matthews will succeed James Gruber and will serve as Chief Financial Officer, Corporate Secretary and Treasurer of the Company effective June 1, 2026. Mr. Gruber will remain in his role with the Company through May 31, 2026 and will subsequently enter into a six-month consulting agreement with the Company.
 
The selection of Ms. Matthews as Chief Financial Officer was not pursuant to any arrangement or understanding with respect to any other person. There are no family relationships between Ms. Matthews and any director or executive officer of the Company, and there are no transactions between Ms. Matthews and the Company that would be required to be reported under Item 404(a) of Regulation S-K.
 
Ms. Matthews' compensation package includes an annual base salary of $440,000 and an annual discretionary incentive bonus at a total annual target amount of 45% of base salary, based on the achievement of corporate and/or individual performance targets to be determined and approved by the Board of Directors. As an inducement to her, Ms. Matthews was granted a one-time option under the Company’s equity incentive plan to purchase 37,000 shares of common stock of the Company, vesting in equal annual installments over a period of four years. Ms. Matthews will also be eligible to participate in the benefit plans provided to the Company’s executive officers generally, as well as other benefits that are commonly found in executive employment agreements.
 
 
Item 7.01 Regulation FD Disclosure.
 
On April 16, 2026, the Company issued a press release announcing the appointment of Ms. Matthews, a copy of which is attached hereto as Exhibit 99.1.
 
The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
 
 
Item 9.01 Financial Statements and Exhibits.
 
Exhibit No.
  
Description
     
Exhibit 99.1   Press Release dated April 16, 2026
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
2
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date: April 16, 2026
By:
/s/ James R. Gruber
   
James R. Gruber
   
Chief Financial Officer and Secretary
   
(Principal Financial Officer)
 
4

Exhibit 99.1

 

 

etonlogo1.jpg

 

 

Eton Pharmaceuticals Announces CFO Succession Plan

 

 

●

Experienced pharmaceutical executive Judith M. Matthews to assume CFO role on June 1st 

 

DEER PARK, Ill., April 16, 2026 (GLOBE NEWSWIRE) -- Eton Pharmaceuticals, Inc. (“Eton” or the “Company”) (Nasdaq: ETON), an innovative pharmaceutical company focused on developing and commercializing treatments for rare diseases, today announced the appointment of Judith “Judy” Matthews as Executive Vice President, Accounting and Finance. Ms. Matthews will assume the role of Chief Financial Officer effective June 1, 2026.

 

The Company’s current Chief Financial Officer, James Gruber, will then step down as part of a planned succession. To ensure a seamless transition, Mr. Gruber will remain in his role through May 31, 2026, and will subsequently enter into a six-month consulting agreement with the Company.

 

“We are pleased to welcome Judy to Eton and believe she will be a valuable addition as we enter our next chapter of growth. She brings deep experience leading finance in growth-focused pharmaceutical companies,” said Sean Brynjelsen, CEO of Eton Pharmaceuticals. “On behalf of the entire Company, I want to thank James for his contributions and dedication over the last four years. He provided exceptional leadership to our finance department through a period of rapid growth and numerous product integrations.”

 

“Eton’s unique model and impressive execution have set it apart in the industry. I am excited to be joining the organization at such a pivotal time, and I look forward to partnering with the team on the mission to build the largest rare disease portfolio in the United States build Eton into the leading rare disease company in the United States,” said Judy Matthews, Executive Vice President, Accounting and Finance.

 

Ms. Matthews brings more than 25 years of finance leadership experience, including significant experience at fast-growing pharmaceutical and biotechnology companies. Prior to joining Eton, she served as Chief Financial Officer of Iterum Therapeutics plc from 2015 to 2026. Previously, she was Vice President of Finance at Durata Therapeutics until its acquisition by Actavis plc.

 

Ms. Matthews holds a B.A. in Accounting from the University of Illinois at Urbana-Champaign and a Master of Management in Finance and Marketing from the Kellogg School of Management at Northwestern University.

 

About Eton Pharmaceuticals

 

Eton is an innovative pharmaceutical company focused on developing and commercializing treatments for rare diseases. The Company currently has ten commercial rare disease products: KHINDIVITM, INCRELEX®, ALKINDI SPRINKLE®, DESMODA™, GALZIN®, HEMANGEOL®, PKU GOLIKE®, Carglumic Acid, Betaine Anhydrous, and Nitisinone. The Company has four additional product candidates in late-stage development: Amglidia®, ET-700, ET-800 and ZENEO® hydrocortisone autoinjector. For more information, please visit our website at www.etonpharma.com.

 

Investor Relations:
Lisa M. Wilson, In-Site Communications, Inc.
T: 212-452-2793

 

E: lwilson@insitecony.com

 

Source: View Original Filing on SEC EDGAR

FAQ

What leadership change did Eton Pharmaceuticals (ETON) announce?

Eton Pharmaceuticals announced that Judith "Judy" Matthews will become Chief Financial Officer on June 1, 2026, succeeding James Gruber. Gruber will remain CFO until May 31, 2026 and then serve in a six-month consulting role to support a smooth transition.

What is the compensation package for Eton Pharmaceuticals’ new CFO?

Judith Matthews will receive a $440,000 annual base salary and an annual discretionary bonus targeted at 45% of base salary. She also received a one-time option to purchase 37,000 Eton common shares, vesting in equal annual installments over four years.

How is Eton Pharmaceuticals managing the CFO transition timing?

James Gruber will remain Chief Financial Officer through May 31, 2026, while Judith Matthews steps into the CFO role on June 1, 2026. After stepping down, Gruber will enter a six-month consulting agreement, aiming to ensure continuity in Eton’s finance function.

What experience does Judith Matthews bring to Eton Pharmaceuticals (ETON)?

Judith Matthews has over 25 years of finance leadership experience, including serving as Chief Financial Officer of Iterum Therapeutics plc from 2015 to 2026. She previously was Vice President of Finance at Durata Therapeutics and holds advanced finance and marketing degrees from Northwestern University.

How many products does Eton Pharmaceuticals currently have in rare diseases?

Eton currently has ten commercial rare disease products, including INCRELEX, ALKINDI SPRINKLE, GALZIN, HEMANGEOL and others. It also lists four late-stage product candidates: Amglidia, ET-700, ET-800, and the ZENEO hydrocortisone autoinjector, reflecting a focused rare-disease portfolio.

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