Richard Croarkin
CLSDAbout Richard Croarkin
Richard Croarkin (age 70) is an independent director of Clearside Biomedical (CLSD) and Audit Committee Chair, serving on the board since 2016. He is a former CFO of Nestlé Health Science (2010–2013) and Alcon (SVP, CFO & Corporate Strategy Officer, 2007–2010), and previously held CFO roles at Pepsi Latin America (1993–1994) and Nestlé Waters North America (1994–2007). He holds a B.A. in Economics from Georgetown University and an M.B.A. in Finance from the University of Connecticut. The board has designated him an “audit committee financial expert” under SEC rules, and determined he is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nestlé Health Science, S.A. | Chief Financial Officer | 2010–2013 | Senior finance leadership in medicalized nutrition division . |
| Alcon, Inc. (ophthalmic pharma & devices) | SVP, CFO & Corporate Strategy Officer | 2007–2010 | Public company CFO; strategic finance in ophthalmology . |
| Nestlé Waters North America | Chief Financial Officer | 1994–2007 | Regional CFO leadership . |
| Pepsi Latin America | Chief Financial Officer | 1993–1994 | Regional CFO leadership . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Aerie Pharmaceuticals, Inc. | Director | 2015–Nov 2022 | Public ophthalmic company; prior board service . |
Board Governance
- Committee assignments and roles (current): Audit Committee Chair; committee members include Croarkin, Edwards, and Gibney (Audit met 8 times in 2024). Compensation Committee (Shaffer Chair; Hutson, Yerxa members). Nominating & Corporate Governance Committee (Thorp Chair; Edwards, Hutson members) .
- Prior year (2023) committee configuration: Audit Committee members were Croarkin (Chair), Edwards, and Yerxa (met 8 times). Compensation Committee met 4 times; Nominating & Corporate Governance met 3 times .
- Independence and attendance: The board determined Croarkin (and all committee members) meet Nasdaq independence standards; each board member attended at least 75% of aggregate board and committee meetings during 2023. Independent directors held executive sessions at each board meeting in 2023 .
- Risk oversight: The Audit Committee oversees major financial risk exposures and compliance (including cybersecurity review), with committee chairs reporting material risk exposures to the board .
Committee Membership Summary
| Committee | 2023 | 2024 | 2025 |
|---|---|---|---|
| Audit | Croarkin (Chair), Edwards, Yerxa; 8 meetings | Croarkin (Chair), Edwards, Gibney; 8 meetings (FY2024) | Croarkin (Chair), Edwards, Gibney (current membership) |
| Compensation | Shaffer (Chair), Hutson, Yerxa; 4 meetings | Shaffer (Chair), Hutson, Yerxa; 5 meetings | Shaffer (Chair), Hutson, Yerxa |
| Nominating & Corporate Governance | Thorp (Chair), Edwards, Hutson; 3 meetings | Thorp (Chair), Edwards, Hutson | Thorp (Chair), Edwards, Hutson |
Fixed Compensation
- Policy (non‑employee directors):
- Board cash retainer: $40,000; Board Chair additional: $35,000.
- Committee retainers: Audit member $10,000; Audit Chair +$10,000; Compensation member $7,500; Compensation Chair +$7,500; Nominating & Corporate Governance member $5,000; Chair +$5,000 .
- Structure implies Croarkin’s cash fees reflect Board member retainer plus Audit Committee member and Chair retainers.
Director Compensation – Actual (Croarkin)
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 60,000 | 60,000 |
| Stock Option Awards ($, grant-date fair value) | 31,082 | 41,049 |
| Total ($) | 91,082 | 101,049 |
Performance Compensation
- Equity awards are service-based stock options; exercise price equals FMV at grant; annual grants are made at each annual meeting; initial director grants vest monthly; annual grants vest in full by the next annual meeting or 12 months, whichever is earlier .
Option Grant Metrics and Holdings (Croarkin)
| Metric | 2023 | 2024 |
|---|---|---|
| Annual director grant size (policy, shares) | 30,000 | 45,000 |
| Option award fair value reported ($) | $31,082 | $41,049 |
| Vesting schedule (annual grants) | Full vest by next annual meeting or 12 months | Same as 2023 |
| Exercise price methodology | FMV on grant date | FMV on grant date |
| Options outstanding at year-end (all outstanding) | 169,736 (12/31/2023) | 214,736 (12/31/2024) |
Note: The year-over-year increase of 45,000 options outstanding is consistent with the 2024 annual director grant size .
Other Directorships & Interlocks
| Company | Relationship | Detail |
|---|---|---|
| Alcami (related-party with CLSD) | Not a Croarkin interlock; oversight item | Alcami provided manufacturing services to CLSD; Director William D. Humphries was Alcami CEO during 2023–Jan 2025; CLSD paid ~$1.5M (2023) and ~$0.8M (2024); the Audit Committee reviewed and approved quarterly under the Related Party Transaction Policy . |
Expertise & Qualifications
- Financial expert designated by the board (SEC definition) based on CFO experience and education .
- Deep healthcare and ophthalmology finance background from Alcon and Nestlé Health Science .
- Education: B.A. Economics (Georgetown); M.B.A. Finance (University of Connecticut) .
Equity Ownership
| Ownership Snapshot | 2024-04-15 | 2025-04-01 |
|---|---|---|
| Beneficial ownership (shares) | 139,736 | 169,736 |
| Beneficial ownership (% of shares outstanding) | <1% (asterisk) | <1% (asterisk) |
| Composition notes | Not specified in 2024 table excerpt | Consists solely of options exercisable within 60 days |
| Options outstanding (year-end reference) | 169,736 (as of 12/31/2023) | 214,736 (as of 12/31/2024) |
- Hedging/pledging: Directors and executive officers are prohibited from short sales, options/derivatives, hedging transactions, margin accounts or other speculative transactions in CLSD stock per Insider Trading Policy .
Insider Trades
| Date (Trans.) | Filing Date | Form | Transaction | Security | Shares | Notes |
|---|---|---|---|---|---|---|
| 2024-06-20 | 2024-06-21 | Form 4 | Award | Stock Options (right to buy) | 45,000 | Annual director grant consistent with policy; filed on CLSD IR site; year-end option holdings increased by ~45,000 . |
Governance Assessment
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Strengths
- Independent director and Audit Committee Chair with SEC “financial expert” designation, signaling robust financial oversight competency .
- Active committee cadence (Audit met 8x in 2023 and 2024), and full-board attendance at or above 75% in 2023, indicating engagement .
- Conservative trading policies (no hedging/margin) and Dodd-Frank-compliant clawback policy enhance alignment and risk discipline .
-
Potential risks / red flags
- Beneficial ownership appears to consist solely of options exercisable within 60 days as of April 1, 2025, suggesting limited direct share ownership; optics risk for “skin-in-the-game” alignment despite option exposure .
- A footnote indicates an option granted to Croarkin “outside of any plan,” which can raise process optics; though disclosed, boards typically avoid non-plan grants absent compelling rationale .
- Related-party exposure via Alcami relationship (another director’s employer) required quarterly Audit Committee approvals; while properly overseen, these arrangements merit ongoing scrutiny under the Related Party Transactions Policy .
-
Compensation structure implications
- Director pay leans toward at-risk equity via annual options; 2024 policy increased annual grant size (from 30,000 to 45,000), raising equity weighting modestly (fair value $41,049 vs. $31,082 in 2023) .
- Cash retainer remained stable ($60,000 total cash for Croarkin in 2024, reflecting Board and Audit Chair roles), indicating no shift toward guaranteed cash .
Overall: Croarkin’s audit leadership, independence, and financial expertise are positives for investor confidence. Alignment is primarily via options rather than direct share ownership; the non-plan option footnote and continued monitoring of related-party transactions (Alcami) are areas to watch .