DEF 14A of Aldeyra Therapeutics, Inc.
Filed Apr 27, 2026 · FY20250001193125-26-182099
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
General
General Our Board of Directors may establish the authorized number of directors from time to time by resolution. Our Board of Directors is currently comprised of eight members who are divided into three classes with staggered three-year terms. Martin J. Joyce has informed the Company that he will not stand for re-election at the Annual Meeting. Following the Annual Meeting, the size of our Board of Directors will either be decreased to seven directors with one Class III director, or our Board of Directors may appoint a new director to serve as the second Class III director. A director serves in office until his or her respective successor is duly elected and qualified or until his or her earlier death or resignation. This classification of the Board of Directors into three classes with staggered three-year terms may have the effect of delaying or preventing changes in our control or management. Your proxy cannot be voted for a greater number of persons than the number of nominees named in this proxy statement.
Nominee for Election as a Class III Director at the Annual Meeting
Nominee for Election as a Class III Director at the Annual Meeting The 2026 nominee for election to the Board of Directors as our Class III director to serve for a term of three years expiring at the 2029 annual meeting of stockholders, or until a successor has been duly elected and qualified or until earlier death, resignation or removal, is provided below. The nominee listed below is currently one of our directors. The age of the director as of April 13, 2026 is set forth below. The nominee has agreed to serve as a director if elected, and we have no reason to believe that the nominee will be unable to serve if elected.
Nominee for Election as a Class III Director at the Annual Meeting
| Name | Age | Director Since | | Todd C. Brady, M.D., Ph.D. | 54 | 2005 |
Nominee for Election as a Class III Director at the Annual Meeting
The following is additional information about the nominee as of the date of this proxy statement, including business experience; public company director positions held currently or at any time during the last five years; involvement in certain legal or administrative proceedings, if applicable; and the experiences, qualifications, attributes or skills that caused the nominating/corporate governance committee and our Board of Directors to determine that the nominee should serve as one of our directors.
Nominee for Election as a Class III Director at the Annual Meeting
| Name | Age | Principal Occupation and Business Experience | | Todd C. Brady, M.D., Ph.D. | 54 | Dr. Brady has served as our President and Chief Executive Officer since January of 2012 and as a member of our Board of Directors since 2005. Prior to Aldeyra, Dr. Brady served as Entrepreneur in Residence at Domain Associates, LLC, a leading healthcare venture capital firm, where he was a Principal from 2004 to 2013. Dr. Brady has served on the board of directors of a number of private and publicly traded biotechnology companies, including Evoke Pharma, Inc. until December 2025 and F-star Therapeutics, Inc. until March 2023. Dr. Brady holds a Ph.D. in pathology from Duke University Graduate School, an M.D. from Duke University Medical School, and an A.B. from Dartmouth College in Philosophy and Psychology. Dr. Brady’s extensive knowledge of our business, as well as his years of experience in the biotechnology industry, including executive leadership in several biotechnology companies, contributed to our conclusion that he should serve as a director of our Company. |
Required Vote and Recommendation of the Board of Directors for Proposal 1
Required Vote and Recommendation of the Board of Directors for Proposal 1 The affirmative vote of a plurality of the votes cast at the Annual Meeting is required for the election of our Class III director. The nominee receiving the most “FOR” votes among votes properly cast in person or by proxy will be elected to the Board of Directors as a Class III director. You may vote “FOR” or “WITHHOLD” on the nominee for election as director. Shares represented by signed proxy cards will be voted on Proposal 1 “FOR” the election of Todd C. Brady, M.D., Ph.D., to the Board of Directors at the Annual Meeting, unless otherwise marked on the card. A broker non-vote or a properly executed proxy marked “WITHHOLD” with respect to the election of a Class III director will not be voted with respect to such director, although the broker non-vote will be counted for purposes of determining whether there is a quorum.
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE CLASS III
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE CLASS III NOMINEE NAMED ABOVE.
Continuing Directors Not Standing for Election
Continuing Directors Not Standing for Election Certain information about those directors whose terms do not expire at the Annual Meeting is furnished below, including business experience; public company director positions held currently or at any time during the last five years; involvement in certain legal or administrative proceedings, if applicable; and the experiences, qualifications, attributes, or skills that caused the nominating/corporate governance committee and our Board of Directors to determine that the directors should serve as one of our directors. The age of each director as of April 13, 2026 is set forth below.
Incumbent Class I Directors Whose Term Expires in 2027
Incumbent Class I Directors Whose Term Expires in 2027
Incumbent Class I Directors Whose Term Expires in 2027
| Name | Age | Principal Occupation and Business Experience | | Nancy B. Miller-Rich | 67 | Ms. Miller-Rich has been a member of our Board of Directors since January 2020. She is Chief Executive of Miller-Rich Associates, a pharmaceutical industry consultancy she founded in 2017. Previously, she served as Senior Vice-President, Global Human Health Business Development & Licensing, Strategy and Commercial Support at Merck Pharmaceuticals. At Merck, Ms. Miller-Rich had direct P&L involvement in the $38 billion pharmaceutical division and closed approximately 300 deals producing $10 billion of value creation. Prior to Merck, she worked for Schering-Plough Corporation, where she was Senior Vice President, Global Human Health Business Development & Licensing, Strategy and Commercial Support from 2013 to 2017 and Group Vice President, Consumer Care Global New Ventures and Strategic Commercial Development from 2007 to 2013. Prior to joining Schering-Plough in 1990, Ms. Miller-Rich served in a variety of commercial and marketing roles at Sandoz Pharmaceuticals and Sterling Drug, Inc. She is a director of 4D Molecular Therapeutics, Inc., and previously served as a director of Intercept Pharmaceuticals, Inc. and Kadmon Holdings. Ms. Miller-Rich also serves as a board member of a number of private and not-for-profit entities. Ms. Miller-Rich received her B.S. in Business Administration, Marketing from Ithaca College in Ithaca, New York. Ms. Miller-Rich’s public company experience and strong background in areas such as licensing, joint ventures, and global commercial development contributed to our conclusion that she should serve as a director of our Company. | | Ben R. Bronstein, M.D. | 76 | Dr. Bronstein has served as a member of our Board of Directors since 2010. He has spent the past 35 years in entrepreneurial and management roles in life science companies and venture capital firms. He served as the interim Chief Medical Officer at Sentien Biotechnologies, Inc. from 2016 to 2017. From 2017 to 2018, Dr. Bronstein served as Executive Vice President, Clinical Development at Aclaris Therapeutics. Previously, he served as Chief Medical Officer of Stealth BioTherapeutics, Inc., as a Visiting Scholar at the Wyss Institute of Biologically Inspired Engineering at Harvard Medical School. Earlier, Dr. Bronstein founded or held senior management positions at several venture-backed life science companies including: Neuron Systems, Inc. (now Aldeyra Therapeutics, Inc.); BioSurface Technology, Inc. (acquired by Genzyme, Inc.); Peptimmune, Inc., (acquired by Genzyme, Inc.); and |
Incumbent Class I Directors Whose Term Expires in 2027
| Name | Age | Principal Occupation and Business Experience | | | | Vidus Ocular, Inc. (acquired by OPKO Health). Dr. Bronstein is a board-certified pathologist and dermatopathologist, with over 20 publications. Dr. Bronstein began his professional career on the staff of the Massachusetts General Hospital and on the faculty of Harvard Medical School. Until January 2024, Dr. Bronstein served as the non-executive chair of the Board of Directors of Cleveland Diagnostics, Inc. Dr. Bronstein received his M.D. and M.B.A. from Boston University. Dr. Bronstein’s extensive knowledge of our business and history, experience as a board member and executive of biotechnology companies, and expertise in developing and financing numerous biopharmaceutical companies contributed to our conclusion that he should serve as a director of our Company. | | William D. Clark | 57 | William (Chip) Clark was appointed as a member of our Board of Directors in April 2025. Mr. Clark has more than three decades of leadership experience in the biopharmaceutical industry. Mr. Clark has served as Chief Executive Officer of Altido Therapeutics, Inc. since January 2026, and previous as Co-founder and Chief Executive Officer of Vibrant Biomedicines, Inc., a venture-backed company developing vaccines that target bacterial pathogens from 2024 until 2025. From 2011 until 2022, he served as the President and Chief Executive Officer of Genocea Biosciences, Inc. (Genocea). Prior to joining Genocea, Mr. Clark was Chief Business Officer at Vanda Pharmaceuticals Inc. (Vanda), a publicly traded biotechnology company he co-founded in 2004. Previously, he was a Principal at Care Capital, LLC, a venture capital firm focused on investments in biopharmaceutical companies. Earlier in his career, he spent 10 years at SmithKline Beecham Corporation (now part of GlaxoSmithKline plc) in a variety of managerial roles. Mr. Clark currently serves as a director and chairman of the board of iBio Inc., a publicly-traded biotech company. Mr. Clark holds an MBA from The Wharton School at the University of Pennsylvania and a BA from Harvard University. Mr. Clark’s experience as a founder and executive officer of a number of healthcare companies, and his substantial knowledge of the pharmaceutical industry, contributed to our conclusion that he should serve as a director of our Company. |
Incumbent Class II Directors Whose Term Expires in 2028
Incumbent Class II Directors Whose Term Expires in 2028
Incumbent Class II Directors Whose Term Expires in 2028
| Name | Age | Principal Occupation and Business Experience | | Richard H. Douglas, Ph.D. | 73 | Dr. Douglas has served on our Board of Directors since September 2016. Dr. Douglas was formerly Senior Vice President, Corporate Development of Genzyme Corporation. From 1989 to 2011, he led Genzyme Corporation’s Corporate Development team, and was involved in numerous acquisitions, licenses, financings, joint ventures, and strategic alliances. From 1982 until the merger with Genzyme Corporation in 1989 (now Sanofi Genzyme), Dr. Douglas served in science and corporate development capacities at Integrated Genetics. Currently, Dr. Douglas is on the board of directors of Novavax, Inc., a publicly-traded commercial vaccine company; chairs the Board of Directors of MaxCyte, Inc., a publicly traded instrument company; and is on the University of Michigan Innovation Partnerships National Advisory Board. Dr. Douglas is also an advisor to Red Sky Partners LLC. Dr. Douglas received a B.S. in |
Incumbent Class II Directors Whose Term Expires in 2028
| Name | Age | Principal Occupation and Business Experience | | | | chemistry from the University of Michigan and a Ph.D. in biochemistry from the University of California, Berkeley, and he was a postdoctoral fellow in Leroy Hood’s laboratory at the California Institute of Technology. Dr. Douglas’s extensive knowledge of our business; experience as a board member of publicly-traded biotechnology companies; substantial scientific background; and expertise in developing, financing and providing strong executive leadership within the pharmaceutical industry contributed to our conclusion that he should serve as a director of our company. | | Gary M. Phillips, M.D. | 60 | Dr. Phillips has served as a member of our Board of Directors since May 2009. Dr. Phillips served as Chief Business Officer of Anaveon AG from May 2022 to 2026. Dr. Phillips currently serves as the Chairman of the supervisory boards of Nanobiotix SA and BioConnection BV. Prior to that, he was President & CEO of OrphoMed, Inc. from 2018 to 2022 and Executive Vice President & Chief Strategy Officer at Mallinckrodt Pharmaceuticals plc (now Keenova) from 2013 to 2018. Previously, Dr. Phillips held the dual roles of president, U.S. surgical and pharmaceuticals, and global head of pharmaceuticals at Bausch & Lomb. Additionally, he has served as the head of global health at the World Economic Forum in Geneva and was president of Reckitt Benckiser Pharmaceuticals, Inc. (now Indivior). He has also held executive roles at Merck KGaA, Novartis, and Wyeth (now Pfizer). He was a healthcare strategy managing consultant at Towers Perrin (now Willis Towers Watson) and a medical officer with the United States Navy, from which he was honorably discharged as a lieutenant commander. Dr. Phillips was educated at the University of Pennsylvania, where he received an M.D. (Alpha Omega Alpha) from the School of Medicine, an M.B.A. from the Wharton School, and B.A. (summa cum laude, Phi Beta Kappa) in biochemistry from the College of Arts and Sciences. He completed postgraduate medical education at Naval Medical Center San Diego and maintains an active medical license. Dr. Phillips’ extensive knowledge of our business and history, and his experience in pharmaceutical strategy at multiple multinational companies, contributed to our conclusion that he should serve as a director of our company. | | Neal S. Walker, D.O. | 57 | Dr. Walker has served on our Board of Directors since June 2013. Dr. Walker is the Chair of the board of directors, and since January 2024 the interim Chief Executive Officer at Aclaris Therapeutics, Inc., a publicly traded drug development company, having previously served as President and Chief Executive Officer until December 2022. He is a board-certified dermatologist and serial entrepreneur with over 25 years of experience in the biopharmaceutical industry. Prior to founding Aclaris Therapeutics, Inc. in 2012, he was co-founder, President and CEO of Vicept Therapeutics, Inc. (acquired by Allergan, Inc.) from 2009 to 2012. Dr. Walker has co-founded and led a number of life science companies: Octagon Research Solutions, Inc., a software and services provider to biopharmaceutical companies (acquired by Accenture plc); Trigenesis Therapeutics, Inc., a specialty dermatology company where he served as Chief Medical Officer (acquired by Dr. Reddy’s Laboratories Ltd); and Cutix Inc., a commercial dermatology company that markets PreSun®, a sunscreen brand acquired from Bristol-Myers Squibb Co. He began his |
Incumbent Class II Directors Whose Term Expires in 2028
| Name | Age | Principal Occupation and Business Experience | | | | pharmaceutical industry career at Johnson & Johnson, Inc. In addition to Aclaris, Dr. Walker currently is also on the board of directors of Zoomi, Inc, and Myota, Inc. Dr. Walker previously served on the board of directors for Octagon, a contract research organization. He is also on the Advisory Board of Flexible Medical Systems LLC, a privately held medical device company. Dr. Walker received his M.B.A. from The Wharton School of the University of Pennsylvania, his D.O. from Philadelphia College of Osteopathic Medicine, and a B.A. in Biology from Lehigh University. Dr. Walker’s experience as a founder of a number of healthcare companies, strong background in clinical and product development, and substantial knowledge of the pharmaceutical industry contributed to our conclusion that he should serve as a director of our Company. |
General
General In accordance with Section 14A of the Exchange Act and as a matter of good corporate governance, our Board of Directors is providing the stockholders with the opportunity to vote to approve, on a non-binding, advisory basis, the compensation of our named executive officers as described in the section below entitled “Executive Officer Compensation” and accompanying compensation tables, and as discussed in the related narrative disclosure below. This advisory vote is commonly referred to as a “say-on-pay” vote and occurs on an annual basis. Stockholders may express views on the design and effectiveness of our executive compensation program by voting “For” or “Against” approval, on a non-binding, advisory basis, of the compensation of our named executive officers, or may abstain. This vote is not intended to address any specific element of compensation, but rather the overall compensation of the named executive officers. We attempt to maintain a robust dialogue with the major shareholders who actively manage investment in Aldeyra. Our major stockholders have not expressed significant concerns about any aspect of our compensation, including the general design of our equity compensation program or our use of stock options, restricted stock units, performance-based cash units, and cash-based units as the primary long-term incentive vehicles. Since January 2015, our compensation committee has engaged the services of Pearl Meyer & Partners, LLC (Pearl Meyer), a nationally recognized compensation consulting firm, to advise the compensation committee regarding the amount and types of compensation that we provide to our executives and directors, and to compare our compensation practices to the compensation practices of other similar biotechnology companies. Pearl Meyer reports directly to the compensation committee. The goal of our executive compensation program is to enable us to attract, recruit, and retain qualified employees who have the collective and individual abilities necessary to run our business to meet the challenges we face, and to focus those executives on achieving results that enhance the value of our stockholder investments. Annual variable compensation and long-term equity incentives, in terms of potential realizable cash value that is contingent on achievement of corporate goals and share price appreciation, represented an average over 75% of our named executive officer’s target direct compensation under our 2025 executive compensation program, and are designed to focus our executive team on those corporate goals that we believe are most closely related to stockholder value. We believe our compensation policies and procedures demonstrate a strong link between pay and performance. Please read the section below entitled “Executive Officer Compensation” and the compensation tables and narrative that follow for additional details about our executive compensation program, including information about the fiscal 2025 compensation of our named executive officers.
Compensation Committee
| • | making recommendations to our Board of Directors with respect to director compensation; |
Compensation Committee
| • | overseeing and administering our equity incentive plans and employee benefit plans; |
Nominating/Corporate Governance Committee
| • | commitment to vigorously represent the long-term interests of our stockholders, including, but not limited to, upholding duties of care and loyalty; |
Stock Option Committee
Stock Option Committee During our year ended December 31, 2025, our stock option committee did not hold any meetings. The sole member of our stock option committee is Todd C. Brady, M.D., Ph.D. Pursuant to the stock option committee charter, the function of this committee includes, among other things, granting stock options to non-executive employees under our 2023 Equity Incentive Plan within certain grant guidelines specified in the stock option committee charter or as adopted from time to time by our Board of Directors or compensation committee. Guidelines include, but are not limited to, a cap of 250,000 options to any individual and 3,000,000 shares in the aggregate in any single calendar year.
Director Compensation
Director Compensation The following table sets forth information about the compensation of the non-employee members of our Board of Directors who served as a director during our year ended December 31, 2025. Other than as set forth in the table and described more fully below, during our year ended December 31, 2025, we did not pay any fees to, make any equity awards or non-equity awards to, or pay any other compensation to the non-employee members of our Board of Directors. Dr. Brady, our Chief Executive Officer, receives no compensation for his service as a director, and is not included in the table below. Dr. Douglas currently serves as chair of our Board of Directors.
Director Compensation
| | Fees Earned or Paid in Cash ($) | Option Awards ($)(1)(2) | Total ($) | | Ben R. Bronstein, M.D. | $47,250 | $145,469(3) | $192,719 | | William D. Clark | $28,222 | $134,237(4) | $162,459 | | Richard H. Douglas, Ph.D. | $61,750 | $163,466(5) | $225,216 | | Martin J. Joyce, M.B.A. | $49,250 | $148,469(6) | $197,719 | | Nancy B. Miller-Rich | $42,500 | $134,972(7) | $177,472 | | Gary M. Phillips, M.D. | $48,750 | $147,468(8) | $196,218 | | Neal S. Walker, D.O. | $42,500 | $134,972(9) | $177,472 |
Director Compensation
| (1) The amounts in this column represent the aggregate grant date fair value of option awards granted to the director during our fiscal year ended December 31, 2025, computed in accordance with FASB ASC Topic 718. See Note 12 to our financial statements included in the 2025 Annual Report for a discussion of our assumptions in determining the ASC 718 values of our option awards. |
Director Compensation
| (2) As of December 31, 2025, our non-employee directors held outstanding stock options as follows: Dr. Bronstein, 313,679 shares; Mr. Clark, 76,760 shares; Dr. Walker, 289,410 shares; Mr. Joyce, 324,491 shares; Dr. Phillips, 314,353 shares; Dr. Douglas, 369,554 shares; and Ms. Miller-Rich, 250,311 shares. All of the options were granted pursuant to our non-employee director compensation program. |
Director Compensation
| (3) On June 10, 2025, Dr. Bronstein was granted options to purchase an aggregate of 70,207 shares of our common stock at an exercise price per share of $2.685. |
Director Compensation
| (4) On April 17, 2025, Mr. Clark was granted options to purchase an aggregate of 76,760 shares of our common stock at an exercise price per share of $2.19. |
Director Compensation
| (5) On June 10, 2025, Dr. Douglas was granted options to purchase an aggregate of 78,893 shares of our common stock at an exercise price per share of $2.685. |
Director Compensation
| (6) On June 10, 2025, Mr. Joyce was granted options to purchase an aggregate of 71,655 shares of our common stock at an exercise price per share of $2.685. |
Director Compensation
| (7) On June 10, 2025, Ms. Miller-Rich was granted options to purchase an aggregate of 65,141 shares of our common stock at an exercise price per share of $2.685. |
Director Compensation
| (8) On June 10, 2025, Dr. Phillips was granted options to purchase an aggregate of 71,172 shares of our common stock at an exercise price per share of $2.685. |
Director Compensation
| (9) On June 10, 2025, Dr. Walker was granted options to purchase an aggregate of 65,141 shares of our common stock at an exercise price per share of $2.685. |
Non-Employee Director Compensation
Non-Employee Director Compensation For the year ended December 31, 2025, pursuant to our non-employee director compensation plan, each non-employee member of our Board of Directors received the following cash and equity compensation for board services, as applicable:
Non-Employee Director Compensation
| | Role | Annual Cash Retainer (1) | Initial Equity Grant (2) | Annual Equity Grant (5) | | Board of Directors | Director | $40,000 | Option to purchase $130,000 worth of shares of Common Stock (3)(8) | Option to purchase $130,000 worth of shares of Common Stock (6)(9) | | | Chair | $20,000(7) | Option to purchase $30,000 worth of shares of Common Stock (4) | Option to purchase $30,000 worth of shares of Common Stock | | Audit Committee | Chair | $7,500 | Option to purchase $15,000 worth of shares of Common Stock (4) | Option to purchase $15,000 worth of shares of Common Stock | | | Other Member | $3,750 | Option to purchase $7,500 worth of shares of Common Stock (4) | Option to purchase $7,500 worth of shares of Common Stock | | Compensation Committee | Chair | $5,000 | Option to purchase $10,000 worth of shares of Common Stock (4) | Option to purchase $10,000 worth of shares of Common Stock | | | Other Member | $2,500 | Option to purchase $5,000 worth of shares of Common Stock (4) | Option to purchase $5,000 worth of shares of Common Stock | | Nominating/Corporate Governance Committee | Chair | $3,500 | Option to purchase $8,000 worth of shares of Common Stock (4) | Option to purchase $8,000 worth of shares of Common Stock | | | Other Member | $1,750 | Option to purchase $3,500 worth of shares of Common Stock (4) | Option to purchase $3,500 worth of shares of Common Stock |
Non-Employee Director Compensation
| (1) Annual cash retainers are payable quarterly. |
Non-Employee Director Compensation
| (2) Initial equity grants are automatically granted on the date the director is elected or appointed as a director, chair, member of a committee, or chair of a committee, as applicable. |
Non-Employee Director Compensation
| (3) The initial equity grant upon election or appointment as a director shall vest in three equal annual installments following the grant date. |
Non-Employee Director Compensation
| (4) Each initial equity grant shall be pro-rated for the number of whole months remaining until the anniversary of the stockholder meeting for the prior year, rounded down to the nearest whole share, and shall vest on the anniversary of the stockholder meeting for the prior year, provided that the director provides continuous service as a director through such date. |
Non-Employee Director Compensation
| (5) Annual equity grants are automatically granted on the date of each annual meeting of our stockholders and shall vest on the 1-year anniversary of the grant date, provided that the director provides continuous service as a director, member of the applicable committee, or chair, as applicable, through such date. |
Non-Employee Director Compensation
| (6) Each such annual grant is capped at 70,000 shares of common stock per year. |
Non-Employee Director Compensation
| (7) Increased from $17,500 in March 2025. |
Non-Employee Director Compensation
| (8) Increased from $120,000 in March 2025. |
Non-Employee Director Compensation
| (9) Increased from $116,000 in March 2025. |
Non-Employee Director Compensation
In addition, the following rules apply to initial and annual equity awards:
Non-Employee Director Compensation
| • | All of the awards will be automatically granted to each non-employee director in the form of non-statutory stock options issued under our 2023 Equity Incentive Plan; |
Non-Employee Director Compensation
| • | The number of shares subject to a stock option is determined by using the Black-Scholes option valuation method to determine the value per option on the valuation date (utilizing an assumed exercise price equal to the closing price of our common stock on the third trading day prior to the grant date); |
Non-Employee Director Compensation
| • | All non-employee director equity awards will become fully vested upon a Change in Control (as defined below) of our Company; and |
Non-Employee Director Compensation
| • | All such automatic director option grants to non-employee directors shall have a maximum term of ten years. |
Non-Employee Director Compensation
For purposes of our non-employee director compensation plans or programs, a non-employee director is a director who is not employed by us and who does not receive compensation from us, or have a business relationship with us that would require disclosure under certain rules of the SEC. We also reimburse our non-employee directors for reasonable out-of-pocket expenses incurred in attending Board of Directors and committee meetings. Change in Control means the occurrence of any of the following: (a) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of our securities representing more than fifty percent (50%) of the total voting power represented by our then-outstanding voting securities; (b) the consummation of the sale or disposition by us of all or substantially all of our assets; (c) the consummation of a merger or consolidation of our Company with or into any other entity, other than a merger or consolidation that would result in the voting securities of our Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or parent) more than fifty percent (50%) of the total voting power of the voting securities of our Company or such surviving entity or parent outstanding immediately after such merger or consolidation; or (d) individuals who are members of our Board of Directors (the Incumbent Board) cease for any reason to constitute a majority of the members of our Board of Directors over a period of 12 months; provided, however, that if the appointment or election (or nomination for election) of any new member of our Board of Directors was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall, for purposes hereof, be considered as a member of the Incumbent Board. A transaction shall not constitute a Change in Control under the definition set forth in the preceding sentence if the sole purpose is to change the state of our incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held our securities immediately before such transaction. In addition, if a Change in Control constitutes a payment event with respect to any equity or other benefit that provides for a deferral of compensation and which is subject to Section 409A of the Internal Revenue Code of 1986, as amended (the Code), then notwithstanding anything to the contrary in this letter agreement or in any document governing such award, the transaction with respect to such equity or other benefit must also constitute a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) to the extent required by Section 409A of the Code.
Summary Compensation Table
Summary Compensation Table The following table provides information concerning the compensation paid to our Chief Executive Officer, our next two most highly compensated executive officers for our year ended December 31, 2025. We refer to the individuals below as our named executive officers.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Option Awards ($)(1) | Non-Equity Incentive Plan ($) | All Other Compensation ($) | Total ($) | | Todd C. Brady, M.D., Ph.D. | 2025 | 700,000 | 3,801,379 | 189,000(2) | 14,000(3) | 4,704,179 | | President and Chief Executive Officer | 2024 | 591,631 | 3,000,817 | 325,397 | 13,800 | 3,931,645 | | Stephen G. Machatha, Ph.D. (5). | 2025 | 400,000 | 950,342 | — | 101,800(4) | 1,452,142 | | Chief Development Officer | 2024 | 392,340 | 1,125,305 | 156,936 | 13,800 | 1,688,381 | | Michael Alfieri (6) | 2025 | — | — | — | 243,994 | 245,963 | | Principal Financial Officer and Principal Accounting Officer | 2024 | — | — | — | 111,650 | 111,650 |
Summary Compensation Table
| (1) Reflects the aggregate grant date fair value of stock awards and option awards granted during the applicable year calculated in accordance with FASB ASC Topic 718. For a discussion of valuation assumptions, see Note 12 to our audited financial statements included in the 2025 Annual Report. In accordance with SEC rules, the grant date fair value of an award subject to performance conditions is based on the probable outcome of the conditions. |
Summary Compensation Table
| (2) Represents amounts paid under our 2025 performance bonus plan in March 2026. |
Summary Compensation Table
| (3) Consists of annual matching contributions to a 401(k) plan account. |
Summary Compensation Table
| (4) Consists of annual matching contributions to a 401(k) plan account and $88,000 lump sum payment in connection with Dr. Machatha’s transition agreement. |
Summary Compensation Table
| (5) Dr. Machatha’s employment with the Company terminated on March 31, 2025. |
Summary Compensation Table
| (6) Mr. Alfieri provides services to Aldeyra as an independent contractor and employee of Danforth pursuant to the Danforth Consulting Agreement. The amount shown represents fees and expenses payable to Danforth in connection with services provided by Mr. Alfieri based on a negotiated hourly rate. |
Elements of Compensation
Elements of Compensation Our executive compensation program is designed and administered under the direction and control of the compensation committee of our Board of Directors, which is made up solely of independent directors. Our compensation committee reviews and approves our overall executive compensation program, policies, practices, and metrics and sets the compensation of our executive officers, including our named executive officers. Our compensation committee has designed our executive compensation program with the goal of ensuring consistency with our short-term and long-term goals given the dynamic nature of our business and the market in which we compete for executive talent. When making compensation decisions for our named executive officers, our compensation committee also reviews and considers the peer group and other survey data to obtain a general understanding of current competitive compensation practices. During the year ended December 31, 2025, our executive officer compensation program consisted of a mix of (i) base salary, (ii) annual cash bonus based on achievement of predetermined corporate and operational goals, and (iii) long-term equity compensation. Annual variable compensation and long-term equity incentives, in terms of potential realizable cash value that is contingent on achievement of corporate goals and share price appreciation, represented an average over 75% of our named executive officer’s target direct compensation under our 2025 executive compensation program. We currently maintain an offer letter with Dr. Brady. The offer letter provides for the initial base salary for Dr. Brady and eligibility to receive an annual cash target bonus as determined by our Board of Directors or compensation committee, subject to the attainment of one or more pre-established performance goals established by our Board of Directors or compensation committee. The offer letter provides for at-will employment and, other than as set forth below under “Severance and Change in Control Benefits”, may be terminated at any time. Mr. Alfieri, our principal financial officer and principal accounting officer, is employed by Danforth and Danforth is compensated on an hourly basis in connection with services provided by Mr. Alfieri. See “Danforth Consulting Agreement” below for further discussion. In connection with the termination of his employment, we entered into a transition agreement with Dr. Machatha dated December 23, 2025 (the “Transition Agreement”). See “Machatha Transition Agreement” below for further discussion. Annual Base Salaries Dr. Brady and Dr. Machatha received a base salary to compensate them for services rendered to us during the year ended December 31, 2025. Base salaries for our named executive officers are initially determined as a result of negotiation between the executive and our management in consultation with, and subject to the approval of, our compensation committee. Our compensation committee sets base salaries with the intent to attract and retain our executive officers; reward satisfactory performance; and provide a minimum, fixed level of cash compensation reflecting skill set, experience, role, and responsibilities. Our compensation committee reviews base salaries annually, typically in the first quarter, and has discretion to provide increases based on our compensation committee’s understanding of current competitive pay practices, promotions, the recommendation of our Chief Executive Officer (except for his own salary), changes in responsibilities and performance, annual budget for increases, our overall financial and operational results, the general economy, length of tenure, internal pay fairness, recommendations from Pearl Meyer, and other factors our compensation committee deems appropriate. The following table presents the annual base salaries for each of our named executive officers for 2024 and 2025:
Elements of Compensation
| Name | 2024 Base Salary ($) | 2025 Base Salary ($) | | Todd C. Brady, M.D., Ph.D. | 591,631 | 700,000 | | Stephen G. Machatha, Ph.D. | 392,340 | 400,000 |
Elements of Compensation
Cash Bonuses Dr. Brady is, and, prior to termination of his employment, Dr. Machatha was eligible to receive annual cash bonuses based on the achievement of annual goals. Annual cash incentive bonuses are awarded under a performance-based compensation program and are designed to align the interests of our named executive officers and stockholders by providing compensation based on the achievement of pre-established corporate financial goals. Our annual cash incentive bonus compensation program promotes our pay for performance philosophy by providing all executives and other management-level corporate employees with direct financial incentives in the form of annual cash awards for achievement of certain corporate financial goals established and approved by our compensation committee at the start of the year. For named executive officers, our compensation committee sets individual target cash incentive amount based on employment agreement provisions, the recommendation of our Chief Executive Officer (except for his own target), internal pay fairness, our general understanding of current competitive pay practices, and other factors deemed appropriate. After evaluating the competitive positioning of total target cash compensation in the context of our overall compensation philosophy for named executive officers, in March 2025, our compensation committee approved the target bonus as a percentage of base salaries set forth in table below for the year ended December 31, 2025.
Elements of Compensation
| Name | Target Cash Incentive Award (% of Base Salary) | | Todd C. Brady, M.D., Ph.D. | 60% | | Stephen G. Machatha, Ph.D. | 40% |
Elements of Compensation
The actual annual bonus paid, if any, is calculated by multiplying annual base salary, target bonus percentage, and the percentage attainment of the corporate goals established by our compensation committee for such year. Our compensation committee is not required to determine bonuses based on this exact formula and reserves the right to consider other factors and adjust bonus amounts accordingly. Following review, discussion and revisions of corporate performance goals proposed by management, our compensation committee approved the 2025 corporate performance goals which were designed to drive corporate performance that we believed were challenging but also achievable. In March 2026, our compensation committee, with the assistance of management, evaluated the level of achievement for the 2025 corporate performance goals. Following this review and discussion, our compensation committee determined to award bonus at 45% of target and approved the following bonus payments for 2025:
Elements of Compensation
| Name | Bonus | | Todd C. Brady, M.D., Ph.D. | $189,000 |
Elements of Compensation
Mr. Alfieri is retained through Danforth pursuant to the terms of the Danforth Consulting Agreement. As such, Mr. Alfieri was not eligible to receive a bonus for services provided during the year ended December 31, 2025. Pursuant to the Transition Agreement, upon execution of the agreement, Dr. Machatha was entitled to a lump sum payment of $88,000, representing 50% of his potential 2025 bonus based on 110% of his target bonus and following the execution of an additional release of claims, was entitled to an additional lump sum payment of $88,000.
Outstanding Equity Awards at Fiscal 2025
Outstanding Equity Awards at Fiscal 2025
Pay Versus Performance Disclosure
Pay Versus Performance Disclosure As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between the executive “compensation actually paid” to our principal executive officer (PEO) and our other named executive officers (NEO) and our financial performance for each of the last three completed fiscal years. In determining the “compensation actually paid” (CAP) to our NEOs, we are required to make various adjustments to amounts that have in prior years been reported in the Summary Compensation Table (SCT), as the SEC valuation methods for this disclosure differ from those required in the SCT. The values do not necessarily represent the actual compensation received by the NEOs nor how the Compensation Committee evaluates and determines executive compensation levels. For our NEOs other than our PEO, compensation is reported as an average.
Pay Versus Performance Disclosure
| Year | SCT Total for PEO(1) | CAP to PEO(1)(2)(3) | | Average SCT Total for Non-PEO named executive officers(4) | Average CAP to Non-PEO named executive officers(2)(3)(4) | Value of initial fixed $100 investment based on Total Shareholder Return (TSR)(5) | Net Income (in $000s)(6) | | | 2025 | $4,704,379 | | 4,290,265 | $848,168 | $801,510 | $74.43 | ($ | 33,847) | | 2024 | $3,931,645 | | 6,050,349 | $1,005,859 | $949,776 | $71.70 | ($ | 55,851) | | 2023 | $3,684,651 | ($ | 1,220,740) | $1,283,588 | $75,336 | $50.43 | ($ | 37,543) |
Pay Versus Performance Disclosure
| (1) The PEO for all three years included in the table is Todd C. Brady, M.D., Ph.D., our Chief Executive Officer. The dollar amounts reported in this column are the amounts of total compensation reported for Dr. Brady in the “Total” column of the SCT in the applicable fiscal year. |
Pay Versus Performance Disclosure
| (2) In accordance with SEC rules, deductions from and additions to, total compensation reported in the SCT by year to calculate Compensation Actually Paid include: |
Pay Versus Performance Disclosure
| | PEO | | | | | | Average Non-PEO NEOs | | | | | | | | 2025 | | 2024 | | 2023 | | 2025 | | 2024 | | 2023 | | | SCT Total | | 4,704,379 | | 3,931,645 | | 3,684,651 | | 848,168 | | 1,005,859 | | 1,283,588 | | Adjustments for Equity Awards | | | | | | | | | | | | | | Deduct: Grant date values in SCT | -$ | 3,801,379 | -$ | 3,000,817 | -$ | 2,850,548 | -$ | 475,171 | -$ | 608,498 | -$ | 816,863 | | Add: Year-end fair value of unvested awards granted in the current year | | 2,542,915 | | 3,050,702 | | 1,302,920 | | 317,864 | | 381,337 | | 307,105 | | Add: Year-over-year difference of year-end fair values for unvested awards granted in prior years | | 126,930 | | 1,137,053 | -$ | 3,936,684 | | 39,769 | | 139,692 | -$ | 969,744 | | Add: Fair values at vest date for awards granted and vested in current year | | 762,766 | | 809,973 | | 327,217 | | 95,346 | | 158,427 | | 216,150 | | Add: Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | -$ | 45,346 | -$ | 121,792 | | 251,703 | -$ | 24,466 | | 42,141 | | 55,100 | | Deduct: Forfeitures during current year equal to prior year-end fair value | | 0 | | 0 | | 0 | | 0 | -$ | 169,182 | | 0 | | Total Adjustments for Equity Awards | -$ | 414,114 | | 2,118,704 | -$ | 4,905,391 | -$ | 46,658 | -$ | 56,083 | -$ | 1,208,252 | | CAP | | 4,290,265 | | 6,050,349 | -$ | 1,220,740 | | 801,510 | | 949,776 | | 75,336 |
Pay Versus Performance Disclosure
| (3) The following summarizes the valuation assumptions used for stock option awards included as part of CAP: |
Pay Versus Performance Disclosure
| • | Expected life of each stock option is based on the “simplified method” using an average of the remaining vest and remaining term, as of the vest/fiscal year end (FYE) date. |
Pay Versus Performance Disclosure
| • | Strike price is based on each grant date closing price and asset price is based on each vest/FYE closing price. |
Pay Versus Performance Disclosure
| • | Risk free rate is based on the Treasury Constant Maturity rate closest to the remaining expected life as of the vest/FYE date. |
Pay Versus Performance Disclosure
| • | Historical volatility is based on daily price history for each expected life (years) prior to each vest/FYE date. Closing prices provided by S&P Capital IQ are adjusted for dividends and splits. |
Pay Versus Performance Disclosure
| • | Represents annual dividend yield on each vest/FYE date. |
Pay Versus Performance Disclosure
| (4) Non-PEO named executive officer averages reflect the following executives by year: |
Pay Versus Performance Disclosure
| • | 2025: Stephen G. Machatha and Michael Alfieri |
Pay Versus Performance Disclosure
| • | 2024: Bruce Greenberg, Stephen G. Machatha, and Michael Alfieri |
Pay Versus Performance Disclosure
| • | 2023: Bruce Greenberg and Stephen G. Machatha |
Pay Versus Performance Disclosure
The dollar amounts reported in this column represent the average of the amounts reported for the non-PEO named executive officers in the “Total” column of the SCT in the applicable fiscal year.
Pay Versus Performance Disclosure
| (5) The dollar amounts reported represent the amount of net income (loss) reflected in our audited financial statements for the applicable year. |