Nancy Hutson
CLSDAbout Nancy J. Hutson, Ph.D.
Independent director at Clearside Biomedical (CLSD) since April 2020; age 75. Former Senior Vice President of Global R&D at Pfizer, retired in 2006, with ~30 years of pharmaceutical industry experience. Education: B.A. in biology (Illinois Wesleyan University) and Ph.D. in physiology/biochemistry (Vanderbilt University). Currently Chair of the Board at BioCryst Pharmaceuticals; prior public boards include Endo International plc and PhaseBio Pharmaceuticals.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pfizer Inc. | Senior Vice President, Global R&D | Retired in 2006 | Led global R&D; 30 years pharma experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| BioCryst Pharmaceuticals, Inc. | Director; Chair of the Board | Director since 2012; Chair since March 2023 | Current role |
| Endo International plc | Director | 2014 – April 2024 | Prior public board |
| PhaseBio Pharmaceuticals, Inc. | Director | 2018 – May 2024 | Prior public board |
Board Governance
- Independence: Affirmatively determined independent under Nasdaq standards.
- Committees: Compensation Committee (member); Nominating & Corporate Governance Committee (member). Not a chair.
- Board leadership: Independent Chair of the Board (Anthony S. Gibney); separation from CEO.
- Attendance: Board met 4 times in 2024; each director attended at least 75% of aggregate Board and committee meetings; independent directors held executive sessions as part of each Board meeting.
- Years of service on CLSD board: Director since April 2020 (ongoing).
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Board annual cash retainer (member) | 40,000 | Paid quarterly, prorated if partial service |
| Compensation Committee (member) | 7,500 | Annual retainer |
| Nominating & Corporate Governance Committee (member) | 5,000 | Annual retainer |
| 2024 Cash Received (Hutson) | 52,500 | Matches role-based retainers |
Performance Compensation
| Item | Details |
|---|---|
| 2024 Option Award Grant-Date Fair Value (Hutson) | 41,049 |
| Annual director equity policy | Option to purchase 45,000 shares granted at each annual meeting to continuing non-employee directors; vests in full by next annual meeting or 12 months, exercise price = FMV at grant. |
| Initial director equity policy | Option to purchase 67,500 shares for new directors; vests monthly over 36 months, exercise price = FMV at grant. |
No performance metrics (e.g., TSR, revenue) are tied to non-employee director compensation; awards are time-based per policy.
Other Directorships & Interlocks
| Company | Overlap/Interlock | Potential Conflict Considerations |
|---|---|---|
| BioCryst Pharmaceuticals | Chair; independent of CLSD operations | Proxy discloses no related-party transactions involving Dr. Hutson. |
| Endo International; PhaseBio Pharmaceuticals | Prior roles | No CLSD-related party transactions disclosed with these entities. |
- Related-party transactions disclosed involve a registered direct offering participation by a >5% holder (Whitmore) and a Master Services Agreement with Alcami (CEO previously CLSD director Humphries); both reviewed by Audit Committee—no involvement indicated for Dr. Hutson.
Expertise & Qualifications
- Deep R&D leadership (SVP Global R&D at Pfizer; 30 years pharma).
- Board leadership experience (Chair at BioCryst).
- Scientific credentials (Ph.D. in physiology/biochemistry).
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 193,000 shares | Includes direct + exercisable options |
| Direct common shares | 93,000 | As of April 1, 2025 |
| Options exercisable within 60 days | 100,000 | As of April 1, 2025 |
| Ownership as % of outstanding | <1% | “*” indicates <1% per proxy legend |
| Options held (as of 12/31/2024) | 145,000 | Director total options count at year-end |
| Hedging/pledging | Hedging, short sales, margin accounts prohibited for directors; pledging not explicitly discussed. |
Governance Assessment
-
Strengths:
- Independent director with deep R&D leadership and current public board chair experience, aligned with CLSD’s biotech profile.
- Active governance roles on Compensation and Nominating & Corporate Governance Committees; Board maintained independent chair and regular executive sessions.
- Compensation Committee uses independent consultants (Aon engaged Sept 2024) with independence assessed; robust clawback policy disclosed.
-
Alignment & Incentives:
- Mixed cash/equity director pay (2024: $52,500 cash; $41,049 options), with annual time-based option grants; direct ownership plus exercisable options support alignment, albeit <1% of outstanding shares.
-
Conflicts/Red Flags:
- Proxy reports no related-party transactions involving Dr. Hutson; Alcami MSA reviewed by Audit Committee relates to another director’s former employer. Continue monitoring cross-directorships in pharma ecosystems for potential conflicts.
- Insider trading policy prohibits hedging/short sales/options trading—reduces misalignment risk.