William Humphries
CLSDAbout William D. Humphries
Independent director of Clearside Biomedical (CLSD) since 2012; former Board Chair (2018–June 2023). Age 58. Currently CEO of MedPharm (since January 2025); prior CEO roles at Alcami (June 2023–January 2025) and Isosceles Pharmaceuticals (May 2021–June 2023). Education: MBA Pepperdine University; BA Bucknell University. Core credentials: multi-decade operating leadership in dermatology and pharma commercialization, including senior roles at Ortho Dermatologics (Bausch Health), Merz, Stiefel (President), and Allergan (VP U.S. skincare) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MedPharm | Chief Executive Officer | Jan 2025–present | Global CDMO leadership |
| Alcami Corporation | Chief Executive Officer | Jun 2023–Jan 2025 | Led CDMO; overlap with CLSD vendor MSA reviewed by CLSD Audit Committee |
| Isosceles Pharmaceuticals | Chief Executive Officer | May 2021–Jun 2023 | Biopharma leadership |
| Ortho Dermatologics (Bausch Health) | President & Group Company Chairman | 2018–Dec 2020 | Division leadership |
| Merz, Inc. (North America) | President & CEO | 2012–2016 | Regional P&L and commercialization |
| Stiefel Laboratories | Chief Commercial Officer; then President | 2006–2012 (President from 2008) | Dermatology franchise growth; Stiefel acquired by GSK in 2009 |
| Allergan | Exec roles; VP U.S. Skincare | Pre-2006 | Sales, marketing, BD; U.S. skincare VP |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Aclaris Therapeutics, Inc. | Director | Current | Public company board |
| PhaseBio Pharmaceuticals, Inc. | Director | Within past 5 years | Public company board |
| STRATA Skin Sciences, Inc. | Director | Within past 5 years | Public company board |
Board Governance
- Independence: Board affirmatively determined Humphries is independent under Nasdaq rules (8 of 9 directors independent) .
- Committee assignments: Not listed as a member on Audit, Compensation, or Nominating & Corporate Governance committees in 2024/2025 .
- Chair roles: Served as CLSD Board Chair from 2018 to June 2023; Board currently has an independent Chair (Anthony S. Gibney) .
- Attendance: Board met four times in 2024; each director attended ≥75% of Board and committee meetings for which they served; independent directors held executive sessions at each Board meeting .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $40,000 | Earned in cash for Board service |
| Committee membership fees | N/A | Humphries not listed on committees in 2024/2025 |
| Policy reference (for context) | Board member $40,000; Board Chair +$35,000; Audit $10,000; Compensation $7,500; Nominating $5,000 (member and same as chair adders) | Retainers paid quarterly in arrears |
Performance Compensation
| Equity Award | Grant Size/Value | Vesting | Exercise Price Basis | Notes |
|---|---|---|---|---|
| Annual non-employee director option grant (policy) | 45,000 options | Vests in full by next annual meeting or 12 months | Fair market value at grant | Policy governs all non-employee directors |
| 2024 director equity (reported) | $41,049 (grant date fair value) | As granted per policy schedule | FMV at grant | Humphries’ total equity grant value in 2024 |
- Performance metrics: None disclosed for director compensation; directors receive fixed cash retainers and standard option grants without TSR/financial performance conditions .
Other Directorships & Interlocks
| Entity | Relationship to CLSD | Overlap/Transaction | Governance Handling |
|---|---|---|---|
| Alcami Corporation | CLSD manufacturing vendor (XIPERE, CLS-AX) | CLSD paid Alcami ~$1.5M (2023) and ~$0.8M (2024) under MSA while Humphries was Alcami CEO (Jun 2023–Jan 2025) | Humphries not involved in negotiation; CLSD Audit Committee reviewed and approved these related-party arrangements quarterly per policy |
Expertise & Qualifications
- Deep operational leadership across dermatology and pharma commercialization, with CEO and division president roles; prior senior commercial roles at Allergan and Stiefel .
- Governance experience as prior CLSD Board Chair and current public company director (Aclaris), supporting board effectiveness in commercialization strategy and partnerships .
Equity Ownership
| Metric | As of Apr 1, 2025 | As of Jun 30, 2025 |
|---|---|---|
| Total beneficial ownership (shares) | 203,540 (51,040 common + 152,500 options exercisable within 60 days) | 248,540 (51,040 common + 197,500 options exercisable within 60 days) |
| Ownership as % of shares outstanding | <1% (per proxy notation “* Represents beneficial ownership of less than 1%”) | <1% (per proxy notation “* Represents beneficial ownership of less than 1%”) |
| Options outstanding (total held) | 197,500 options held as of Dec 31, 2024 (aggregate) | 197,500 options exercisable within 60 days (footnote) |
| Shares pledged/hedged | No pledging disclosed; directors/officers prohibited from short sales, options, hedging transactions, margin accounts under Insider Trading Policy |
Governance Assessment
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Strengths
- Independence affirmed; prior service as Board Chair provides continuity and institutional knowledge .
- Engagement: met attendance thresholds; independent director executive sessions at every meeting; Board led by independent Chair (enhanced oversight) .
- Alignment: standard director pay structure combines modest cash with annual options; no guaranteed performance bonuses; clawback regime implemented (Dodd-Frank compliant) .
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Potential Conflicts / RED FLAGS
- Related-party vendor exposure: Significant manufacturing spend with Alcami while Humphries was CEO (2023–2024). Mitigants: Audit Committee reviewed quarterly; Humphries not involved in negotiations. Nonetheless, continued vigilance warranted if any future MedPharm/Alcami-like engagements arise, given his CDMO leadership background .
- Committee influence: Not currently serving on key committees (Audit/Comp/NomGov), which limits direct committee oversight impact; however, past Chair role offsets some of this gap .
-
Compensation structure signals
- Director compensation remains primarily fixed retainer plus time-based options; no evidence of discretionary cash spikes or performance metric easing for directors—neutral to positive for investor alignment .
- Independent compensation consultants (Aon; previously Pearl Meyer) assessed as independent with no conflicts—supports pay governance quality .
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Policies
- Insider Trading Policy prohibitions on hedging/margin accounts reduce misalignment risk; Code of Conduct and related-person transaction policy formalize conflict review (Audit Committee-led) .
Overall: Humphries’ extensive operating experience and prior Board Chair tenure add practical commercialization and partnership insight. The Alcami related-party dynamic is the main conflict risk but appears appropriately controlled via Audit Committee oversight and non-involvement in contracting; continued monitoring is advisable given his current CDMO CEO role (MedPharm) .