Charles Deignan
CLSDAbout Charles Deignan
Charles A. Deignan is Chief Financial Officer of Clearside Biomedical (since 2012) with a B.S. in Business Administration from Boston University; he is age 60 per the 2025 proxy. Prior roles include VP Finance & Administration at Salutria Pharmaceuticals (2009–2011) and AtheroGenics, with earlier management positions at AAIPharma and Schering-Plough . As a smaller reporting company, Clearside’s disclosures emphasize clinical, partnership, and cash runway goals in annual bonuses rather than TSR or financial ratio targets; no TSR, revenue growth, or EBITDA performance targets are disclosed for Mr. Deignan .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Clearside Biomedical | Chief Financial Officer | 2012–present | Executive finance leadership across clinical milestones (e.g., XIPERE NDA resubmission recognized by one-time bonuses) |
| Salutria Pharmaceuticals | VP, Finance & Administration | 2009–2011 | Finance and administration leadership |
| AtheroGenics, Inc. | Various roles incl. VP, Finance & Administration | 1999–2009 | Public biopharma finance leadership |
| AAIPharma, Inc. | Management roles | n/d (prior to 1999) | Operations/finance management |
| Schering-Plough | Management roles | n/d (prior to 1999) | Operations/finance management |
External Roles
- No public company directorships or external board roles disclosed in CLSD proxies for Mr. Deignan .
Fixed Compensation
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Base Salary ($) | 353,163 | 388,650 | 409,000 | 409,000 |
| Target Bonus (%) | 35% | 35% | 40% | — |
| Actual Annual Bonus ($) | 134,048 | 138,250 | 148,876 | 156,238 |
| One-Time Cash Bonus ($) | 14,000 (NDA resubmission recognition) | — | — | — |
| Stock Awards – Grant Date Fair Value ($) | 386,404 | 101,288 | — | — |
| Option Awards – Grant Date Fair Value ($) | 647,601 | 237,791 | 285,730 | 205,592 |
| All Other Compensation ($) | 9,600 | 10,050 | 10,800 | 11,250 |
Performance Compensation
| Element | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Target Bonus (%) | 35% | 35% | 40% | — |
| Weighting (Corporate/Individual) | 75% / 25% | 75% / 25% | Not disclosed | Not disclosed |
| Achievement (Corporate/Individual) | 105% / 100% | 100% / 100% | Not disclosed | Not disclosed |
| Actual Payout ($) | 134,048 | 138,250 | 148,876 | 156,238 |
| Metrics Overview | Clinical and regulatory milestones; cash runway extension | Clinical development, strategic partnerships, cash runway | Not disclosed | Not disclosed |
Long-term incentives are granted under the 2016 Equity Incentive Plan (stock options and RSUs) .
Equity Ownership & Alignment
| Metric | 2017 | 2019 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|---|
| Beneficial Ownership (Shares) | 150,266 | 319,962 | 613,825 | 770,057 | 932,151 | 1,122,095 |
| Beneficial Ownership (%) | * (<1%) | * (<1%) | 1.1% | 1.3% | 1.5% | 1.5% |
- Insider trading policy prohibits hedging, short sales, options, and use of margin accounts by directors/executives; company has Dodd-Frank–compliant clawback and SOX 304 recovery for CEO/CFO .
- No pledging of company stock is disclosed for Mr. Deignan; the policy’s bar on margin accounts reduces pledging risk .
Outstanding Equity Awards & Vesting (as of 12/31/2023)
| Grant/Instrument | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Notes / Vesting |
|---|---|---|---|---|---|
| Stock Option | 45,454 | — | 3.41 | 12/18/2024 | Legacy grant |
| Stock Option | 31,818 | — | 5.57 | 12/02/2025 | Legacy grant |
| Stock Option | 30,000 | — | 6.49 | 07/20/2026 | Legacy grant |
| Stock Option | 96,000 | — | 8.90 | 12/14/2026 | Legacy grant |
| Stock Option | 96,000 | — | 5.89 | 12/07/2027 | Legacy grant |
| Stock Option | 100,000 | — | 1.24 | 02/04/2029 | Legacy grant |
| Stock Option (2020 grant, fn(2)) | 73,437 | 1,563 | 2.37 | 01/07/2030 | 25% vested 1/8/2021; remaining in 36 monthly installments |
| Stock Option (2021 grant, fn(3)) | 142,654 | 52,986 | 4.01 | 01/17/2031 | 25% vested 1/18/2022; remaining in 36 monthly installments |
| Stock Option (2022 grant, fn(4)) | 66,484 | 72,266 | 2.19 | 01/17/2032 | 25% vested 1/18/2023; remaining in 36 monthly installments |
| Stock Option (2023 grant, fn(5)) | — | 187,500 | 1.48 | 01/03/2033 | 25% vested 1/4/2024; remaining in 36 monthly installments |
| Stock Option (2023 Sep grant, fn(7)) | — | 100,000 | 0.849 | 09/17/2033 | Company option grant |
| RSUs (fn(8)) | — | 6,250 | — | — | Unvested RSUs; MV $7,313 at $1.17/share |
| RSUs (fn(9)) | — | 48,180 | — | — | Unvested RSUs; MV $56,371 at $1.17/share |
| RSUs (fn(10)) | — | 34,688 | — | — | Unvested RSUs; MV $40,585 at $1.17/share |
Footnotes (2)–(5) define standard 25% cliff then monthly vesting; 2023 grant (fn(5)) 25% on 1/4/2024 then monthly for 36 months .
Employment Terms
| Provision | Termination Without Cause / Good Reason (Non-CIC) | Change-in-Control (Double Trigger; termination within 12 months post-CIC) |
|---|---|---|
| Cash Severance | 12 months base salary, paid on payroll schedule | 18 months base salary, lump sum |
| Bonus | Pro-rata bonus if termination on/after July 1, based on objective achievement | 150% of bonus eligible for year of termination |
| COBRA/Health | 12 months premium reimbursement (or until comparable coverage) | 18 months premium reimbursement (or until comparable coverage) |
| Equity | Acceleration equal to 12 months of additional vesting | Full vesting acceleration of all equity awards |
| Trigger Type | Single-trigger for severance; no CIC acceleration unless double-trigger | Double-trigger (CIC plus qualifying termination) |
| Clawback | Dodd-Frank–compliant policy; SOX 304 CEO/CFO reimbursement for misconduct-related restatements | |
| Legacy 280G | Legacy gross-up through 1/1/2017; thereafter best-net (cutback vs pay full if better after tax) |
Policies and Governance Notes
- Insider trading/hedging policy prohibits short sales, options, hedging transactions, and margin accounts for directors and executive officers .
- Clawback policy implemented to comply with Dodd-Frank; SOX 304 applies to CEO/CFO for misconduct-related restatements .
- Related party transactions: None involving Mr. Deignan disclosed; Board oversaw an Alcami MSA (director affiliation) consistent with policy .
Investment Implications
- Pay-for-performance alignment: Significant at-risk pay via annual bonus tied to clinical/partnership/cash runway milestones and ongoing equity awards under the 2016 Plan; target bonus increased from 35% to 40% in 2023, and actual bonuses paid across 2021–2024 were consistent with disclosed achievements .
- Retention and change-in-control economics: Competitive biotech terms with 12 months base and partial vesting on non-CIC separation; double-trigger CIC provides 18 months base, 150% of bonus, and full equity acceleration—robust protection that mitigates flight risk but can be dilutive in a sale .
- Insider selling pressure: Multiple legacy options nearing or past near-term expirations (e.g., expiring 12/18/2024; 12/2/2025; 7/20/2026) may drive exercise decisions; sizable unvested options/RSUs provide ongoing retention but create periodic liquidity windows .
- Alignment and risk controls: Beneficial ownership rose to ~1.5% by 2024, suggesting meaningful “skin in the game”; prohibitions on hedging and margin accounts reduce misalignment/pledging risk; legacy 280G gross-up was eliminated post-2017, improving governance optics .
Overall, Mr. Deignan’s package balances retention (time-based equity and CIC protections) with execution incentives tied to clinical and strategic milestones; upcoming option maturities warrant monitoring for potential Form 4 activity and short-term selling pressure, while ownership and hedging restrictions support long-term alignment .