George Lasezkay
CLSDAbout George Lasezkay
George Lasezkay, Pharm.D., J.D., age 73, is President & CEO of Clearside Biomedical and has served as a director since 2017 (Interim CEO Apr 2019–Mar 2020; CEO since Mar 2020). He previously held senior roles at Allergan (Corporate VP, Corporate Development), was EVP & General Counsel at Acucela (2015–2016), and led a biopharma consulting practice (2005–2015). He holds B.S. and Pharm.D. degrees (University at Buffalo), a J.D. (USC Gould), and a dispute resolution certificate (Pepperdine) .
Performance snapshot: the company’s “fixed $100” cumulative TSR index was 41 (2022), 43 (2023), and 35 (2024), while net losses were $32.9M (2022), $32.5M (2023), and $34.4M (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Allergan, Inc. | Corporate VP, Corporate Development (various senior roles 1989–2002) | 1989–2002 | Led corp dev during growth phase; deep dealmaking and BD experience |
| HorizonPharma Group | President (biopharma consulting) | 2005–2015 | Strategic advisory to biopharma; transaction and strategy expertise |
| Acucela Inc. | EVP & General Counsel | 2015–2016 | Public ophthalmic company legal and strategic leadership |
| Clearside Biomedical | Interim CEO | Apr 2019–Mar 2020 | Transition leadership |
| Clearside Biomedical | President & CEO (Director since 2017) | Mar 2020–present | Advanced CLS-AX to Ph2b; aligned on Phase 3 plan |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| University of San Diego School of Law | Adjunct Professor (Pharma law & policy) | 2013–2017 | Academic/industry linkage; regulatory and policy acumen |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 547,200 | 547,200 |
| Target Bonus (% of base) | 55% | 55% |
| Actual Bonus Paid ($) | 273,874 | 287,417 |
| Option Awards (Grant-date FV, $) | 702,473 | 451,788 |
| All Other Comp ($) | 15,080 | 18,468 |
| Total ($) | 1,538,627 | 1,304,873 |
Notes: 2025 base salary remains $547,200; target bonus remains 55% .
Performance Compensation
- Annual bonus framework (2024 performance, paid in 2025):
- Weighting: 75% corporate goals, 25% individual goals .
- Corporate achievement: 94%; Individual achievement: 100%; resulting CEO payout: $287,417 .
| Metric | Weight | Target | Actual | Payout Implication |
|---|---|---|---|---|
| Corporate Objectives | 75% | 100% | 94% | 0.75 × 94% factor |
| Individual Objectives | 25% | 100% | 100% | 0.25 × 100% factor |
Recent Equity Awards and Vesting
| Grant Date | Type | Shares | Exercise Price | Vesting |
|---|---|---|---|---|
| Jan 8, 2025 | Stock Options | 500,000 | $0.973 | 25% at 1-year; remainder monthly over 36 months |
| Jan 17, 2024 | Stock Options | 439,500 | $1.29 | 25% at 1-year; remainder monthly over 36 months |
| Sep 17, 2023 | Stock Options | 200,000 | $0.849 | 33% at 1-year; remainder monthly over 24 months |
| Jan 3, 2023 | Stock Options | 487,500 | $1.48 | 25% at 1-year; remainder monthly over 36 months |
| Jan 18, 2026 (RSU vest date) | RSU | 24,375 | n/a | Vests 1/18/2026; note prior 24,375 tranche for 1/18/2025 forfeited before 12/31/2024 |
Vesting schedules suggest meaningful option/RSU events in early 2026 (potential selling pressure window) .
Equity Ownership & Alignment
| As Of | Total Beneficial Ownership (Shares) | % Outstanding | Direct Shares | Options Exercisable ≤60 Days | Hedging/Pledging |
|---|---|---|---|---|---|
| Apr 1, 2025 | 1,936,639 | 2.5% | 382,764 | 1,553,875 | Company policy prohibits short sales, options, hedging transactions, and margin accounts for directors/executives . |
| Jun 30, 2025 | 2,029,356 | 2.5% | 382,764 | 1,646,592 | Same policy; no pledging disclosed . |
Stock ownership guidelines: not disclosed. Insider trading controls include pre‑clearance and blackout periods .
Employment Terms
| Scenario | Cash Severance | Bonus | COBRA Premiums | Equity Acceleration | Option Post-Term Exercise |
|---|---|---|---|---|---|
| Termination w/o Cause, Good Reason Resignation, or Non‑renewal | 12 months base salary, payroll schedule | Pro‑rated annual bonus if termination on/after July 1, based on goal achievement | 12 months (or until comparable coverage) | Immediate vesting of all equity | Extended to 12 months (or earlier expiration) |
| CIC Termination (within 12 months post‑CIC) | 18 months base salary, lump sum | 150% of performance bonus for year of termination | 18 months (or until comparable coverage) | Full acceleration of all equity | Extended to 12 months (or earlier expiration) |
Employment agreements are one‑year terms with auto‑renewal unless notice 60 days before term end .
Board Governance
- Board service: Director since 2017; standing committees show no committee assignments for the CEO; 8 of 9 directors are independent (CEO not independent) .
- Chair and leadership: Independent Chair (Anthony S. Gibney); independent director executive sessions held at each board meeting in 2024 .
- Attendance: Board met 4 times in 2024; all directors attended at least 75% of meetings/committees served .
Director Compensation (context for dual role)
- CEO receives no additional compensation for director service; non‑employee director retainers are $40,000 (board), plus committee retainers and chair premiums; annual option grants per policy .
Say‑on‑Pay & Shareholder Feedback
- 2024 Annual Meeting (June 20, 2024): Say‑on‑pay votes For 22,811,768; Against 5,237,370; Abstain 6,599,024 (broker non‑votes present) .
- 2025 Annual Meeting (May 30, 2025): Say‑on‑pay votes For 18,903,539; Against 3,378,974; Abstain 6,812,268 (broker non‑votes present) .
Compensation Committee and Consultants
- Committee members: Drs. Shaffer (Chair), Hutson, and Yerxa; independent under Nasdaq rules .
- Consultants: Pearl Meyer through Sept 2024; Aon (Human Capital Solutions) engaged Sept 2024 onward; no conflicts found by the Committee .
Performance & Track Record
| Pay vs Performance (Company) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Fixed $100 Shareholder Return (Cumulative TSR Index) | 41 | 43 | 35 |
| Net Income (Loss), $000s | (32,917) | (32,485) | (34,352) |
Operational progress:
- ODYSSEY Phase 2b (CLS‑AX) met primary and secondary outcomes; durability and safety profile supported Phase 3 planning . FDA End‑of‑Phase 2 meeting aligned on essential Phase 3 components; initiation targeted 2H25 subject to funding . Capital and listing risk:
- Material going‑concern and funding need beyond 4Q25; reliance on equity/debt/partnerships; ATM in place .
- Nasdaq minimum bid price deficiency notice (Feb 2025), with 180‑day cure window; company considering transfer to Capital Market and/or reverse split .
- Share authorization doubled to 400M (May 30, 2025) to maintain financing flexibility; filed amendment executed by CEO .
- Special meeting (Aug 29, 2025) proxy sought authority for a 1‑for‑5 to 1‑for‑15 reverse split to address listing/compliance and investor interest; detailed effects provided .
Compensation Structure Analysis
- Mix shift: 2024 option grant-date fair value decreased vs 2023 ($451.8k vs $702.5k) with flat base salary; bonus modestly up ($287.4k vs $273.9k) reflecting 94% corporate achievement .
- Clear performance linkage: bonus tied to corporate (75%) and individual (25%) metrics; no financial “company‑selected measure” used for Item 402(v) in 2024 .
- Clawback: Dodd‑Frank‑compliant policy adopted; SOX 304 applicable .
Related Party Transactions (Governance Red Flags)
- No related‑party transactions disclosed for Lasezkay. Notable company‑level items: a 5% holder (Bradford Whitmore) participated in a 2024 registered direct offering; Alcami services while a director served as CEO of Alcami (committee oversight) .
Equity Events & Insider Selling Pressure
- Near‑term vesting overhang is limited in 2025; larger events in Jan 2026 (options from 2024/2025 grants hitting first cliffs; RSU vest Jan 18, 2026) could modestly increase selling capacity; corporate policy prohibits hedging and margin accounts, reducing misalignment risk .
Board Service History and Dual-Role Implications
- Service: Director since 2017; CEO since 2020; not independent under Nasdaq rules because of employment .
- Dual‑role risk mitigants: independent Board Chair, independent majorities, executive sessions, active committees chaired by independents .
Investment Implications
- Alignment: Meaningful option ownership (exercisable options within 60 days of Apr and Jun 2025 totaling ~1.55–1.65M shares) and prohibition of hedging/margin align incentives; ownership at ~2.5% supports skin‑in‑the‑game .
- Retention: Robust severance and full acceleration (even outside CIC) reduce departure risk but increase change‑in‑control costs and could influence deal dynamics; double‑trigger CIC terms include 18 months base and 150% bonus .
- Trading signals: 2026 cliffs on 2024/2025 awards and RSUs create a potential selling window; watch Form 4 activity into 1Q–1Q26. Near‑term, capital structure actions (authorized share increase; potential reverse split) and Nasdaq compliance drive stock dynamics more than insider selling .
- Execution risk: Despite positive Ph2b data and Phase 3 alignment, substantial funding needs, going‑concern disclosure, and dependence on capital markets/partners remain significant; reverse split authorization underscores listing pressure .
Bottom line: Pay design ties cash to execution and equity to long‑term value creation; governance structure mitigates CEO/director dual‑role risks via independent chair and committees. However, financing overhang (authorized share increase, Nasdaq deficiency, reverse split proposal) and going‑concern risk are the dominant near‑term factors for investors assessing management’s ability to deliver Phase 3 outcomes and preserve optionality. **[1539029_0000950170-25-055752_clsd-20250417.htm:36]** **[1539029_0000950170-25-055752_clsd-20250417.htm:15]** **[1539029_0000950170-25-079689_clsd-20250530.htm:0]** **[1539029_0000950170-25-019866_clsd-20250207.htm:1]** **[1539029_0000950170-25-046134_clsd-20241231.htm:52]**