Clearside Biomedical, Inc. (NASDAQ:CLSD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 21, 2020, the board of directors (the “Board”) of Clearside Biomedical, Inc. (the “Company”) appointed Nancy J. Hutson to serve as a director of the Company.  Dr. Hutson will serve as a Class II director whose term will expire at the 2021 annual meeting of stockholders. There is no arrangement or understanding between Dr. Hutson and any other person to which she was selected as a director of the Company, and there is no family relationship between Dr. Hutson and any of the Company’s other directors or executive officers. The Company is not aware of any transaction involving Dr. Hutson requiring disclosure under Item 404(a) of Regulation S-K. Additional information about Dr. Hutson is set forth below.

Nancy J. Hutson, Ph.D., age 70, retired in 2006 as the senior vice president of global research and development at Pfizer Inc. Dr. Hutson has served on the boards of directors of BioCryst Pharmaceuticals, Inc. since January 2012, Endo International plc since February 2014 and PhaseBio Pharmaceuticals, Inc. since March 2018. Dr. Hutson received a B.A. in general biology from Illinois Wesleyan University and a Ph.D. in physiology and biochemistry from Vanderbilt University.

In accordance with the Company’s compensation policy for non-employee directors, upon her commencement of service as a director, Dr. Hutson will be granted a nonqualified stock option to purchase 30,000 shares of the Company’s common stock.  The stock option will have an exercise price per share equal the closing price of the Company’s common stock on the date of grant. This option will vest and become exercisable in 36 equal monthly installments subject to Dr. Hutson’s Continuous Service (as defined in the Company’s 2016 Equity Incentive Plan) through such vesting dates. Additionally, Dr. Hutson will be entitled to receive a $40,000 annual retainer for her service as director. At each annual stockholder meeting following which Dr. Hutson’s term as a director continues, Dr. Hutson will be entitled to receive an additional nonqualified stock option to purchase 20,000 shares of the Company’s common stock, which option will vest in full and become exercisable on the earlier of the date immediately prior to the next annual stockholder meeting or 12 months following the date of grant. Dr. Hutson has also entered into the Company’s standard form of indemnification agreement.

Item 7.01 Regulation FD Disclosure.

On April 22, 2020, the Company issued a press release announcing the appointment of Dr. Hutson to the Board. A copy of this press release is furnished herewith as Exhibit 99.1 to this Current Report. The information contained in the press release furnished as Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01 Exhibits.

(d) Exhibits

Clearside Biomedical, Inc. Exhibit
EX-99.1 2 clsd-ex991_6.htm EX-99.1 clsd-ex991_6.htm Exhibit 99.1   Clearside Biomedical Appoints Nancy J. Hutson,…
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About Clearside Biomedical, Inc. (NASDAQ:CLSD)

Clearside Biomedical, Inc. is a clinical biopharmaceutical company developing first-in-class drug therapies to treat blinding diseases of the eye. The Company’s product candidates focus on diseases affecting the retina, which is the tissue that lines the inside of the eye and is primarily responsible for vision, and the choroid, which is the layer adjacent to the retina that supplies the retina with blood, oxygen and nourishment. With its microinjector, drugs are injected into and spread within and through the suprachoroidal space, (SCS), which is the space located between the choroid and the outer protective layer of the eye known as the sclera. With the suprachoroidal injection, its product candidates are more directly administered to the retina and choroid as compared to other ocular drug administration techniques, such as injections of drug into the vitreous, a jelly-like substance that occupies the central portion of the eye.