Jeffrey Edwards
CLSDAbout Jeffrey L. Edwards
Independent director of Clearside Biomedical (CLSD) since September 2018; age 64. Former Executive Vice President, Finance & Business Development and CFO at Allergan (2005–2014), with prior roles in corporate development and treasury/tax/IR; earlier banking roles at Banque Paribas and Security Pacific National Bank. Education: B.A. Sociology (Muhlenberg College) and Advanced Management Program (Harvard Business School) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allergan, Inc. | EVP Finance & BD, CFO; Corporate VP, Corporate Development; SVP Treasury/Tax/IR | 2003–2014 (EVP/CFO 2005–2014) | Led finance and BD; extensive public company finance experience |
| Banque Paribas | Senior-level credit/business development roles | 1992–1993 | Banking and credit background |
| Security Pacific National Bank | Senior-level credit/business development roles | 1983–1992 | Banking and credit background |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| FibroGen, Inc. | Director | Since 2015 | Public life sciences board experience |
| Bio‑Rad Laboratories, Inc. | Director | Since 2017 | Public life sciences board experience |
| Lifecore Biomedical, Inc. (formerly Landec) | Director | Oct 2020–Nov 2024 | Prior public board service |
Board Governance
- Independence: Board determined Edwards is independent under Nasdaq standards; 8 of 9 directors independent .
- Committee assignments (2024): Audit Committee member; Nominating & Corporate Governance Committee member .
- Committee activity: Audit Committee met 8 times (2024); Nominating & Corporate Governance met 4 times (2024) .
- Board leadership/engagement: Independent chair (Anthony S. Gibney); independent directors held executive sessions at each Board meeting; Board met 4 times in 2024 and each director attended ≥75% of Board/committee meetings .
| Committee | Role | Chair |
|---|---|---|
| Audit | Member | Richard Croarkin |
| Nominating & Corporate Governance | Member | Clay B. Thorp |
Fixed Compensation
| Item | Amount (2024) | Notes |
|---|---|---|
| Cash fees | $57,500 | Director fees earned/paid in cash |
| Equity grant (fair value) | $41,049 | Option award grant date fair value (ASC 718) |
| Total | $98,549 | Sum of cash + option award value |
Non‑employee director retainer schedule (policy):
| Service | Member Annual Retainer | Chair Additional Annual 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 |
Performance Compensation
| Equity Component | Grant Size/Mechanics | Vesting | Exercise Price | Notes |
|---|---|---|---|---|
| Annual option grant | 45,000 shares at each annual meeting for continuing non‑employee directors | Vests in full on earlier of day before next annual meeting or 12 months | Fair market value on grant date | Structure per amended director comp policy |
| Initial option grant | 67,500 shares at initial election | 36 equal monthly installments | Fair market value on grant date | Applies to newly elected directors |
| Hedging/derivatives policy | Prohibited for directors (short sales, puts/calls, hedging, margin accounts) | N/A | N/A | Alignment policy under Insider Trading Policy |
No director performance metrics (e.g., TSR/EBITDA) tied to director equity awards are disclosed; vesting is time‑based .
Other Directorships & Interlocks
| External Board | Potential Interlock/Consideration |
|---|---|
| FibroGen; Bio‑Rad; Lifecore (prior) | Life sciences boards provide sector insights; no CLSD‑specific related‑party transactions disclosed for Edwards in 2023–2024; related‑party items disclosed involve other parties (Whitmore stake; Alcami MSA overseen by Audit Committee due to Humphries’ CEO role at Alcami) . |
Expertise & Qualifications
- Financial and transaction expertise (former Allergan CFO and corporate development leader) .
- Public company audit oversight experience (Audit Committee member) .
- Education: B.A. Sociology (Muhlenberg), Advanced Management Program (Harvard Business School) .
Equity Ownership
| Date | Beneficial Ownership | Type | % of Outstanding | Notes |
|---|---|---|---|---|
| Dec 31, 2024 | 197,500 | Options outstanding (director holdings) | — | Options held as of year‑end (table indicates director option counts) |
| Apr 1, 2025 | 152,500 | Options exercisable within 60 days | <1% | Consists solely of options; percentage denoted “*” (<1%) |
| Jun 30, 2025 | 197,500 | Options exercisable within 60 days | <1% | Consists solely of options; percentage denoted “*” (<1%) |
Context:
- Shares outstanding: 77,279,286 (record date April 1, 2025; basis for % calc in ownership tables) ; 77,279,286 outstanding as of June 30, 2025 (beneficial ownership table basis) .
- Hedging and margin accounts prohibited by policy (reduces alignment risk) .
- No pledging disclosures for Edwards; no Section 16 delinquency noted for directors (one Form 3 amendment related to the CMO) .
Governance Assessment
- Strengths: Independent director with deep finance and corporate development background; serves on Audit and Nominating/Governance committees; independent Board chair; routine executive sessions; adequate meeting cadence and attendance (≥75%) .
- Alignment: Receives both cash and equity; annual option grants vest time‑based; holdings consist primarily of director options (<1% ownership), which provides some alignment but limited “skin in the game” vs outright share ownership .
- Conflicts/related‑party exposure: No related‑party transactions disclosed involving Edwards; Audit Committee oversees related‑party policy and reviewed Alcami transactions involving another director; use of independent compensation consultants (Aon; Pearl Meyer) with no conflicts found supports governance process quality .
- Risk indicators: Company‑level capital actions (authorized share increase; reverse split proposal to address Nasdaq bid‑price compliance) may signal financing needs and listing risk, but are Board‑level decisions rather than director‑specific red flags; no hedging/margin transactions permitted by policy; no insider compliance issues cited for Edwards .
Overall, Edwards brings seasoned public company finance oversight and governance committee service. The absence of disclosed conflicts and adherence to independence standards support board effectiveness; however, ownership alignment is primarily via options with minimal absolute beneficial ownership, which investors may view as moderate alignment rather than strong “skin‑in‑the‑game” .