Benjamin Yerxa

About Benjamin R. Yerxa

Benjamin R. Yerxa, Ph.D. is an independent director at Clearside Biomedical (CLSD), serving since March 2022. He is currently President of Opus Genetics (CEO from July 2022 to October 2024), with prior CEO roles at the Foundation Fighting Blindness and Retinal Degeneration Fund; earlier, he held senior R&D roles at Envisia Therapeutics and Liquidia Technologies and co-founded Clearside, serving as VP, R&D (2011–2012). He holds a B.A. in chemistry from UC San Diego and a Ph.D. in organic chemistry from UC Irvine; age 59 as of the 2025 proxy .

Past Roles

External Roles

Board Governance

• Committee memberships and chair roles:
  • 2024: Audit Committee (member), Compensation Committee (member); Audit chaired by Croarkin, Compensation chaired by Shaffer; Nominating chaired by Thorp .
  • 2025: Compensation Committee (member); Audit chaired by Croarkin, Compensation chaired by Shaffer, Nominating chaired by Thorp .
• Independence: Board determined all committee members are independent under Nasdaq rules; Audit Committee independence affirmed annually .
• Attendance and engagement:
  • Board met eight times in 2023; each director attended at least 75% of Board and committee meetings; independent directors met in executive session at each meeting .
  • Board met four times in 2024; each director attended at least 75%; independent director executive sessions continued .
• Annual meeting participation: All directors attended the 2024 Annual Meeting; quorum and voting protocols disclosed .

Fixed Compensation

• Director compensation policy (retainers):
  • Board member annual cash retainer: $40,000; Board chair additional $35,000 .
  • Committee member annual retainers: Audit $10,000; Compensation $7,500; Nominating & Corporate Governance $5,000; each committee chair additional $10,000/$7,500/$5,000 respectively .
• 2023 and 2024 actual director compensation for Dr. Yerxa:

Narrative: Policy pays cash retainers quarterly; non-employee directors are reimbursed for reasonable travel/out-of-pocket expenses .

Performance Compensation

• Structure: Non-employee directors receive stock options with service-based vesting; no performance-conditional metrics (e.g., revenue/EBITDA/TSR) are used for director equity grants .
• Grant sizes and vesting under current policy: Initial option 67,500 shares vesting in 36 monthly installments; annual option 45,000 shares vesting in full by the earlier of the date immediately prior to the next annual meeting or 12 months post-grant, at fair market value exercise price .
• Documented transactions:

Policy update and independence: The Compensation Committee engaged Aon HCS (replacing Pearl Meyer in Sep 2024) as independent consultant; independence and lack of conflicts affirmed .

Other Directorships & Interlocks

Expertise & Qualifications

• Pharmaceutical/biotech leadership; drug discovery and development expertise; ophthalmology domain experience .
• Education: B.A. in chemistry (UC San Diego); Ph.D. in organic chemistry (UC Irvine) .
• Board-relevant credentials: Former CEO roles in ophthalmic organizations and venture philanthropy; co-founder and R&D executive at CLSD .

Equity Ownership

• Beneficial ownership progression:

• Options outstanding (director-level disclosures):
  • As of Dec 31, 2023: Options to purchase 90,000 shares .
  • As of Dec 31, 2024: Options to purchase 135,000 shares .
• Shares pledged/hedged: No pledging or hedging disclosures for Dr. Yerxa; not indicated in related-person transactions sections .
• Ownership guidelines: No director stock ownership guidelines disclosed in the proxies cited; not addressed in non-employee director compensation section .

Governance Assessment

• Independence and attendance: Independent status affirmed; consistent executive sessions; ≥75% attendance in 2023 and 2024—supports baseline governance quality and engagement .
• Committee effectiveness: Service on Audit (2024) and Compensation (2024–2025) aligns with operational and pay oversight; Audit Committee met eight times in 2023; Audit Committee met eight times in 2024 (reflecting active oversight cadence) .
• Pay mix and alignment: Director pay is modest, with retainer plus at-risk equity (stock options). Year-over-year, cash decreased ($57,500 → $52,500) while option fair value increased ($31,082 → $41,049), indicating greater equity weighting; option vesting is service-based without performance metrics, typical for director pay .
• Ownership alignment: Beneficial ownership increased from 62,644 (Apr 2024) to 152,957 (Jun 2025), but remains <1% of outstanding shares—reasonable for a small-cap board member yet modest “skin in the game” relative to founders/large holders .
• Conflicts/related-party exposure: No related-party transactions involving Dr. Yerxa disclosed. Board-level related-party transactions include payments under an Alcami MSA while a different director (Humphries) was Alcami CEO; these were reviewed/approved by the Audit Committee; not linked to Yerxa .
• Shareholder sentiment: 2024 say-on-pay received 22.8M for, 5.24M against, 6.60M abstain; directors (including Yerxa) were re-elected with substantial support, indicating acceptable investor confidence in governance/compensation framework .
• RED FLAGS:
  • None specific to Dr. Yerxa identified in proxies and filings. Note: Sector overlap via Opus Genetics merits monitoring for potential competitive conflicts, though no transactions with CLSD are disclosed .

Director Compensation Details (Policy Reference)

Insider Trades (Form 4)

Note: Quantities and instrument types are based on publicly available Form 4 records; where the filing text was not fully parsed, quantity is sourced from third-party aggregators and identified accordingly.

Compensation Committee Analysis

• Composition: Shaffer (Chair), Hutson, Yerxa; five meetings in 2024 .
• Use of independent compensation consultants: Transitioned from Pearl Meyer to Aon HCS in Sep 2024; independence and absence of conflicts affirmed for both; remit includes reviews of executive and non-employee director programs, STIP/LTIP targets, and market competitiveness .

Related-Party Transactions (Board Context)

• Registered Direct Offering (Feb 6, 2024): 5%+ holder Bradford Whitmore purchased 444,444 shares and accompanying warrants; not involving Yerxa .
• Master Services Agreement with Alcami (manufacturing): Payments of ~$1.5M (2023) and ~$0.8M (2024) while director Humphries served as Alcami CEO; reviewed and approved by Audit Committee each quarter; no involvement by Humphries in negotiations; not involving Yerxa .

Governance Signals

• Positive: Independent committee service, consistent attendance, active Audit oversight cadence, use of independent comp consultants, director pay structure that includes equity .
• Watch items: Limited personal ownership (<1%); sector overlap through Opus Genetics warrants monitoring for competitive conflicts even absent RPTs .

Appendix: Board Committee Membership Snapshot