Christy Shaffer
CLSDAbout Christy L. Shaffer, Ph.D.
Independent director at Clearside Biomedical (CLSD) since 2012; former Board Chair from 2012–2018. Age 67, receptor pharmacologist by training with a Ph.D. in Pharmacology (University of Tennessee), post-doctoral training at The Chicago Medical School and UNC–Chapel Hill. Background includes CEO/President roles at Inspire Pharmaceuticals (1999–2010) and clinical research leadership at Burroughs Wellcome; currently Venture Partner at Hatteras Venture Partners and Managing Director of Hatteras Discovery. The Board affirms her independence under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Clearside Biomedical, Inc. | Board Chair | 2012–2018 | Led Board; independent director since 2012 |
| Inspire Pharmaceuticals | CEO; President; Director; Development Committee member | CEO 1999; President 2005; Development Committee 2009; tenure 1995–2010 | Scaled leadership from first full-time employee to CEO of a public biopharma |
| Burroughs Wellcome Co. | Clinical research scientist; International project leader; Associate Director, Pulmonary & Critical Care Medicine | Pre-1995 | Scientific/clinical program leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hatteras Venture Partners / Hatteras Discovery | Venture Partner; Managing Director | Since 2011 | Early-stage life sciences investing |
| Graybug Vision, Inc. | Director | 2015–Mar 2023 | Served until acquisition by CalciMedica |
| Cystic Fibrosis Foundation | Trustee | Various | Non-profit leadership |
| CFF Therapeutics, Inc. | Board Chair | Various | Non-profit leadership |
| Morehead Planetarium & Science Center | Advisory Board Chair | Various | Non-profit leadership |
| G1 Therapeutics, Inc. | Director | 2012–Jun 2018 | Prior public company board role |
Board Governance
- Independence: The Board affirmatively determined Dr. Shaffer is independent (8 of 9 directors independent) .
- Board leadership: Independent Chair (Anthony S. Gibney since Nov 2024) separate from CEO; independent executive sessions at each Board meeting .
- Attendance: Board met 4 times in 2024; all directors attended ≥75% of Board and committee meetings they served on .
- Executive sessions: Independent directors met as part of each Board meeting in 2024 .
Committee assignments (2025 configuration):
| Committee | Membership | Chair |
|---|---|---|
| Audit | Not a member | Chair: Richard Croarkin |
| Compensation | Member | Chair: Christy L. Shaffer |
| Nominating & Corporate Governance | Not a member | Chair: Clay B. Thorp |
Committee activity levels (2024):
- Audit Committee: 8 meetings .
- Compensation Committee: 5 meetings .
- Nominating & Corporate Governance Committee: 4 meetings .
Fixed Compensation
Director cash retainers per policy:
| Role | Annual Member Retainer ($) | Additional Chair Retainer ($) |
|---|---|---|
| Board of Directors | 40,000 | 35,000 |
| Audit Committee | 10,000 | 10,000 |
| Compensation Committee | 7,500 | 7,500 |
| Nominating & Corporate Governance Committee | 5,000 | 5,000 |
Shaffer’s reported cash fees:
| Year | Cash Fees ($) | Source |
|---|---|---|
| 2024 | 55,000 | Non-employee director compensation table |
| 2023 | 55,000 | Non-employee director compensation table |
Performance Compensation
Equity grants structure for non-employee directors:
| Grant Type | Shares | Vesting | Exercise Price |
|---|---|---|---|
| Initial option (upon election) | 67,500 | 36 equal monthly installments | FMV at grant |
| Annual option (at each AGM) | 45,000 | Vests in full by next AGM or 12 months | FMV at grant |
Shaffer’s reported option award fair value:
| Year | Option Award Fair Value ($) | Total Director Comp ($) |
|---|---|---|
| 2024 | 41,049 | 96,049 |
| 2023 | 31,082 | 86,082 |
Policy safeguards:
- No hedging or pledging by directors/officers under Insider Trading Policy .
- Dodd-Frank-compliant clawback policy implemented (company-level; overseen by Compensation Committee) .
Other Directorships & Interlocks
| Entity | Relationship to CLSD | Potential Interlock/Conflict Consideration |
|---|---|---|
| Hatteras Venture Partners | General Partner Clay B. Thorp is CLSD director; Hatteras entities hold CLSD shares; Shaffer is Venture Partner but not beneficial owner of those HVP shares per footnote | Related party exposure mitigated by independence determinations; no Shaffer beneficial ownership in HVP-held CLSD shares |
| Alcami Corporation | CLSD Master Services Agreement for manufacturing; CLSD director William D. Humphries served as Alcami CEO (Jun 2023–Jan 2025) | Audit Committee reviewed/approved quarterly; Humphries not involved in negotiations |
| Graybug Vision | Shaffer prior director; no disclosed transactions with CLSD | None disclosed |
Expertise & Qualifications
- Receptor pharmacologist; Ph.D. in Pharmacology; post-doctoral training at The Chicago Medical School and UNC .
- Public company CEO experience (Inspire Pharmaceuticals) and deep clinical/operational leadership .
- Venture investing and governance across early-stage life sciences via Hatteras .
Equity Ownership
Beneficial ownership summary (Shaffer):
| As-of Date | Common Shares | Options Exercisable within 60 Days | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| Apr 1, 2025 | 78,455 | 152,500 | 230,955 | ~0.30% (based on 77,279,286 shares outstanding) |
| Apr 15, 2024 | 4,400 | 122,500 | 126,900 | ~0.17% (based on 74,731,139 shares outstanding) |
Holdings/derivatives context:
- As of Dec 31, 2024, Shaffer held options to purchase 197,500 CLSD shares (aggregate options outstanding disclosed per director) .
- Company prohibits hedging and pledging of company stock by directors .
Governance Assessment
- Committee leadership: As Compensation Committee Chair, Shaffer oversees executive pay policy, clawback implementation, and engages independent compensation consultants (Pearl Meyer through Sep 2024, Aon thereafter; committee assessed independence/no conflicts) . This supports robust pay governance.
- Attendance/engagement: Board and committee cadence (Board 4x; Compensation 5x; Audit 8x; Nominating 4x in 2024) indicates an active governance program; all directors met ≥75% attendance thresholds .
- Alignment: Director pay combines cash retainers with annual equity options (e.g., Shaffer 2024: $55k cash, $41k option fair value), aligning incentives with shareholder outcomes; hedging/pledging bans reinforce alignment .
- Interlocks/conflicts: Hatteras-related holdings are disclosed with clarity; footnote explicitly states Shaffer does not have beneficial ownership of HVP-held CLSD shares, mitigating conflict concerns . Alcami MSA is a related-party transaction tied to another director; quarterly Audit Committee approvals and non-involvement of the director in negotiations reduce risk .
- Board independence and structure: Independent Chair separate from CEO, routine executive sessions, and majority-independent Board strengthen oversight .
RED FLAGS to monitor:
- Related-party dynamics: Continued oversight of Alcami MSA (supplier relationship linked to director role) remains crucial despite mitigations .
- Equity program changes: Policy increased annual director option grants from 30,000 to 45,000 in 2024, modestly raising equity dilution; ensure rationale remains peer-appropriate and performance-sensitive .
Notes on Items Not Disclosed
- Director-specific stock ownership guidelines and compliance status: Not disclosed in available proxy materials .
- Individual director meeting attendance rates beyond the ≥75% threshold: Not provided by director; only board-level compliance disclosed .
- Say-on-pay voting percentages and compensation peer group composition: Not disclosed; proxies note annual say-on-pay and consultant usage without detailed vote results or peer list .
Sources: 2025 DEF 14A (Apr 18, 2025) ; 2024 DEF 14A (Apr 26, 2024) .