Victor Chong
CLSDAbout Victor Chong
Victor Chong, M.D., MBA, served as Clearside Biomedical’s Chief Medical Officer (CMO) beginning March 2024 and was age 59 as of the April 18, 2025 proxy filing; he separated from employment effective July 18, 2025 and entered into a consulting arrangement the same day . He previously led retina programs at Johnson & Johnson Innovative Medicine (Sep 2021–Mar 2024) and Boehringer Ingelheim (2016–Sep 2021), and holds a Bachelor of Medicine and Bachelor of Surgery (University of Glasgow), MPhil in Cell Biology and Pathology (UCL), MD by research in Ophthalmology (King’s College), and MBA (Quantic) . As CMO, he was featured in 2025 European ophthalmology forums, and highlighted FDA-aligned Phase 3 design for CLS-AX in wet AMD and a streamlined Phase 2 in diabetic retinopathy, underscoring his R&D leadership focus on suprachoroidal delivery .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Clearside Biomedical (CLSD) | Chief Medical Officer | Mar 2024 – Jul 18, 2025 | Led R&D agenda for suprachoroidal programs (e.g., CLS-AX trial design aligned with FDA; DR Phase 2 streamlining) |
| Johnson & Johnson Innovative Medicine (formerly Janssen) | Vice President, Global Head of Retina DAS | Sep 2021 – Mar 2024 | Leadership of global retina therapeutic area strategy and development |
| Boehringer Ingelheim | Global Head of Medicine, Retinal Health | 2016 – Sep 2021 | Led global retinal medicine efforts |
External Roles
| Organization/Event | Role | Date(s) | Strategic impact |
|---|---|---|---|
| 25th EURETINA Congress | Presenter: “Evolution of Suprachoroidal Drug Delivery… Axitinib…” | Sep 6, 2025 | Elevated CLSD’s platform visibility; discussed decade-long evolution and CLS-AX data |
| Ophthalmology Futures Retina Forum | Panelist: “Geographic Atrophy & Intermediate AMD: Lessons…” | Sep 3, 2025 | Thought leadership on disease management and delivery approaches |
Fixed Compensation
| Metric | 2024 | 2025 |
|---|---|---|
| Annual base salary (actual earned) | $359,659 | — |
| Annual base salary rate | $450,000 (annualized; appointment in Mar 2024) | $472,500 |
| Target bonus (% of base) | 40% | 40% |
| All other compensation (and perqs) | $21,444 | — |
Perquisites detail (2024):
- 401(k) match $10,192; mobile phone allowance $675; commuting expenses $10,577 .
Performance Compensation
| Component | Weighting | Target | Actual/Achievement | Payout | Notes/Vesting |
|---|---|---|---|---|---|
| Corporate goals (clinical, BD/partnerships, cash runway) | 75% | 40% of base (target bonus) | 94% achieved | Cash bonus paid: $171,900 | Annual cash bonus; paid for 2024 performance determined in Jan 2025 |
| Individual goals | 25% | 40% of base (target bonus) | 100% achieved | Included in $171,900 above | Annual cash bonus |
Equity Ownership & Alignment
Equity grants and vesting
| Grant date | Award type | Shares | Exercise price | Vesting schedule | Expiration |
|---|---|---|---|---|---|
| Mar 18, 2024 | Stock options | 450,000 | $1.56 | 25% after 1 year; remainder monthly over 36 months, service-based | Mar 17, 2034 |
| Jan 8, 2025 | Stock options | 250,000 | $0.973 | 25% after 1 year; remainder monthly over 36 months, service-based | — |
Outstanding equity (as of Dec 31, 2024)
| Exercisable options | Unexercisable options | Strike | Expiration |
|---|---|---|---|
| — | 450,000 | $1.56 | Mar 17, 2034 |
Beneficial ownership and breakdown
| As of date | Beneficial shares | % of outstanding | Breakdown (shares; options exercisable within 60 days) |
|---|---|---|---|
| Apr 1, 2025 | 231,250 | <1% | 100,000 shares; 131,250 options exercisable within 60 days |
| Jun 30, 2025 | 259,375 | <1% (based on 77,279,286 shares) | 100,000 shares; 159,375 options exercisable within 60 days |
Policies impacting alignment
- Hedging, short sales, options trading, margin accounts prohibited for directors and executive officers under the Insider Trading Policy .
- Dodd-Frank–compliant clawback policy implemented; SOX 304 reimbursements apply to CEO/CFO in misconduct-related restatements .
Employment Terms
| Term/Provision | Details |
|---|---|
| Employment start | Appointed CMO March 18, 2024 |
| Employment agreement | Amended and Restated Executive Employment Agreement dated June 19, 2024 (referenced in separation agreement) |
| Separation | Employment termination effective July 18, 2025; permitted to continue Board service notwithstanding prior agreement provision |
| Separation cash severance | 26 weeks of base salary in lump sum, subject to release; replaces severance benefits under Section 5 of Employment Agreement |
| Consulting agreement | Effective July 18, 2025, concurrent with separation |
| Non-compete / non-solicit | Included as Exhibit B to Separation Agreement (Employee Confidential Information, Inventions, Non-Solicitation and Non-Competition Agreement) |
| Baseline severance (non‑CoC) | If terminated without cause, for good reason, or non-renewal: 12 months base salary; pro‑rated bonus if termination on/after July 1; 12 months COBRA; 12 months additional vesting acceleration |
| Change-in-control (double trigger) | If termination occurs within 3 months prior to or 12 months after a qualifying CoC: 18 months base salary (lump sum); 100% of annual bonus; 12 months COBRA; full acceleration of equity |
| Governing/enforcement (consulting) | Consulting agreement governed by Consultant’s primary service state; injunctive relief available for breach |
| Clawback & insider trading policies | Dodd-Frank–compliant clawback policy; hedging/short-term speculative transactions prohibited |
Investment Implications
- Pay-for-performance alignment: 2024 bonus tied 75% to corporate goals (clinical/BD/cash runway) and 25% to individual goals with achievement at 94% and 100% respectively; Dr. Chong received $171,900, indicating formulaic linkage to operational milestones rather than discretionary awards .
- Equity incentives and potential selling pressure: Large service-vested option grants in Mar 2024 (450,000 at $1.56) and Jan 2025 (250,000 at $0.973) created a predictable monthly vesting cadence that can drive periodic insider liquidity; however, employment separation on Jul 18, 2025 and unclarified post-separation equity treatment may attenuate forward vesting-related supply .
- Ownership alignment: Beneficial ownership remained below 1% (231,250 shares as of Apr 1, 2025; 259,375 as of Jun 30, 2025), signaling meaningful but not controlling alignment; options exercisable within 60 days increased from 131,250 to 159,375 over Q2, consistent with time-based vesting .
- Governance risk mitigants: Company bans hedging/short-term speculative transactions and maintains a Dodd-Frank‑compliant clawback, reducing incentives for short-termism and enhancing recoupment protections .
- Transition risk: The July 2025 separation and immediate consulting arrangement reflect a negotiated transition; severance of 26 weeks (below his baseline 12 months) suggests bespoke terms amid CLSD’s mid-2025 strategic review and leadership changes, with continued Board service permitted to support continuity .