Clay Thorp

About Clay B. Thorp

Clay B. Thorp, age 56, has served as a director of Clearside Biomedical, Inc. since 2012 and as chairperson of the Board from June 2023 to October 2024. He is General Partner and co‑founder of Hatteras Venture Partners (2001–present), with prior operating roles as co‑founder/CEO/Chairman of Synthematix, co‑founder of PhaseBio Pharmaceuticals, co‑founder and head of corporate development at Novalon Pharmaceutical, and co‑founder/president of Xanthon. He holds a Master of Public Policy from Harvard University and a B.A. in Mathematics and History from UNC Chapel Hill . The Board has affirmatively determined he is independent under Nasdaq standards; the Nominating & Corporate Governance Committee (on which he serves) is comprised entirely of independent directors .

Past Roles

External Roles

Board Governance

• Current committee assignments: Nominating & Corporate Governance Committee member (committee comprised of Thorp, Edwards, Hutson; all independent) .
• Committee chair roles: Chair of Nominating & Corporate Governance Committee in 2023 and 2024 (“X *” in committee matrix) .
• Board leadership: Independent Board Chair structure in 2024; Thorp held authority to set agendas and preside over independent director executive sessions; he served as Board Chair from Jun 2023 to Oct 2024 .
• Independence status: Board affirmatively determined Thorp and a majority of directors were independent; Humphries was not independent due to Alcami vendor relationship (risk oversight context) .
• Attendance: In 2023, the Board met eight times and each director attended ≥75% of Board/committee meetings; in 2022, five meetings with ≥75% attendance; independent director executive sessions were held regularly, presided over by the Board Chair .
• Committee meeting cadence: Nominating & Corporate Governance Committee met three times in 2023 and four times in 2024 .

Fixed Compensation

• Non‑employee director cash retainer policy (effective and reaffirmed through 2025): $40,000 annual Board member retainer; $35,000 additional annual Board chair retainer; $10,000 Audit Committee member and chair retainer; $7,500 Compensation Committee member and chair retainer; $5,000 Nominating & Corporate Governance member and chair retainer .

Performance Compensation

• Equity grant policy for directors (current as of 2025): Initial option of 67,500 shares vesting in 36 equal monthly installments; annual option of 45,000 shares vesting in full by the earlier of the date immediately prior to the next annual meeting or 12 months post‑grant; exercise price at fair market value on grant date .

Performance metrics tied to director compensation (e.g., TSR, EBITDA) are not disclosed in the proxy; director equity compensation is solely via stock options per the policy .

Other Directorships & Interlocks

• Venture affiliation and beneficial ownership: Thorp is a GP of Hatteras; historical beneficial ownership includes 3,545,040 shares held by Hatteras entities where Thorp and others may be deemed indirect beneficial owners; shared voting/dispositive power described (HVP IV SBIC/HVA IV SBIC LLC; Hatteras NC/HVA IV) .
• Internal interlock: Director Christy L. Shaffer is a Venture Partner with Hatteras (no beneficial ownership over HVP IV SBIC or Hatteras NC) .

Expertise & Qualifications

• Entrepreneurial operator and investor across life sciences with board leadership (PhaseBio Chair), MPP (Harvard), BA (UNC), and >10 years Clearside board tenure; Board cites these credentials as core qualifications to serve .

Equity Ownership

• Beneficial ownership (Apr 1, 2025): 328,641 shares; <1% of outstanding (based on 77,279,286 shares) .

Shares pledged, hedging, or pledging policies are not disclosed for Thorp in the available excerpts; no pledging flagged in these proxies .

Governance Assessment

• Strengths: Long‑tenured independent director with prior independent Board Chair service; chairs Nominating & Corporate Governance Committee in 2023–2024; consistent ≥75% attendance; options‑heavy director pay aligns incentives with shareholders; committee comprised entirely of independent directors; regular executive sessions .
• Alignment: Accumulating option positions (122.5k→152.5k→197.5k) point to longer‑term equity alignment; cash retainer increases consistent with chair and committee responsibilities .
• Potential conflicts/RED FLAGS: Venture affiliation (Hatteras) historically associated with significant shareholdings (3.545M) and shared voting/dispositive power; internal interlock via another director’s Hatteras affiliation—Board nevertheless affirmed independence after reviewing related transactions. Continued monitoring advisable for transactions with Hatteras‑related entities or other affiliations .
• Related‑party context: Another director (Humphries) not independent due to Alcami manufacturing relationship; underscores Board’s willingness to flag and manage conflicts and maintain majority independence .
• Overall: Thorp’s governance profile shows solid independence, active committee leadership, and equity‑linked compensation. The Hatteras network creates potential perception issues, but current disclosures affirm independence and delineate beneficial ownership; no attendance or say‑on‑pay concerns noted in the excerpts .

Appendix: Board & Committee Activity

Appendix: Director Compensation Policy Details