CLSD Clearside Biomedical Inc

Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 26, 2018, Evgeny Zaytsev provided notice to the board of directors (the “ Board ”) of Clearside Biomedical, Inc. (the “ Company ”) of his decision to resign from the Board and the Company’s Compensa tion Committee, effective immediately. Dr. Zaytsev’s decision to resign was not the result of any disagreement with the Company.

Also on September 26, 2018, the Board appointed Jeffrey L. Edwards to serve as a director of the Company and as a member of the Company’s Compensation Committee.  Mr. Edwards will serve as a Class I director whose term will expire at the 2020 annual meeting of stockholders.  There is no arrangement or understanding between Mr. Edwards and any other person pursuant to which he was selected as a director of the Company, and there is no family relationship between Mr. Edwards and any of the Company’s other directors or executive officers.  The Company is not aware of any transaction involving Mr. Edwards requiring disclosure under Item 404(a) of Regulation S-K. Additional information about Mr. Edwards is set forth below.

Jeffrey L. Edwards , age 58, retired from Allergan, Inc., a multi-specialty health care company, in February 2015 after nearly 22 years at Allergan. From September 2005 to August 2014, he served as Executive Vice President, Finance and Business Development, Chief Financial Officer at Allergan. From 2003 to 2005 he served as Allergan’s Corporate Vice President, Corporate Development and previously served as Senior Vice President, Treasury, Tax and Investor Relations. Prior to joining Allergan, Mr. Edwards was with Banque Paribas from 1992 to 1993 and Security Pacific National Bank from 1983 to 1992, where he held various senior-level positions in the credit and business development functions. Mr. Edwards currently serves on the board of directors of FibroGen, Inc. and Bio-Rad Laboratories, Inc., both of which are publicly traded biopharmaceutical companies. Mr. Edwards received a Bachelor of Arts in Sociology from Muhlenberg College and completed the Advanced Management Program at the Harvard Business School.

In accordance with the Company’s compensation policy for non-employee directors, upon his commencement of service as a director, Mr. Edwards will be granted a nonqualified stock option to purchase 22,500 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 Mr. Edwards’s Continuous Service (as defined in the Company’s 2016 Equity Incentive Plan) through such vesting dates.  Additionally, Mr. Edwards will be entitled to receive a $40,000 annual retainer for his service as director and a $6,000 annual retainer for his service on the Compensation Committee.  At each annual stockholder meeting following which Mr. Edwards’s term as a director continues, Mr. Edwards will be entitled to receive an additional nonqualified stock option to purchase 11,250 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.  Mr. Edwards has also entered into the Company’s standard form of indemnification agreement.