Not independent
Tenure on this board
21.4 yrs
1 nominee · 3 ballot items.
Elect one Class III director (Todd C. Brady); ratify BDO USA, P.C. as independent auditors for 2026; and approve, on a non-binding advisory basis, the compensation of the named executive officers (say-on-pay).
Elect Todd C. Brady to serve as a Class III director until the 2029 annual meeting (three-year term).
Ratify the audit committee’s appointment of BDO USA, P.C. as Aldeyra’s independent registered public accounting firm for the year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation of Aldeyra’s named executive officers as disclosed in the proxy statement.
This management proposal asks shareholders to cast a non-binding advisory vote approving the overall compensation of Aldeyra’s named executive officers as disclosed in the proxy. Management frames the ask as an annual say-on-pay vote intended to provide shareholders a voice on compensation design and outcomes; the compensation committee emphasizes that pay is largely variable and performance-linked (annual bonuses and long-term equity represent over 75% of target compensation) and that outside consultant Pearl Meyer advises the committee. The company cites ongoing engagement with major stockholders who have not expressed significant concerns and states that the advisory vote outcome will be reviewed by the compensation committee when setting future pay. Key governance context includes Aldeyra’s status as a smaller reporting company, use of a compensation consultant that reports directly to the committee, and the committee’s retention of discretion in awarding bonuses and equity. The proposal is non-binding, so a negative vote would not automatically change pay policies but would trigger re-evaluation by the committee; conversely, a strong FOR vote would validate current practices. Material considerations for an analyst include the heavy weighting of equity and performance cash units (creating alignment with TSR), the presence of change-in-control and severance protections that could affect realized pay, and the company’s past say-on-pay support (~70% in 2025). Risks include potential dilution from frequent equity grants and the fact that large discretionary elements allow the committee flexibility that may not always align with all shareholders’ views. The Board recommends FOR, stating the compensation program supports retention and aligns management incentives with stockholder value while preserving discretion to adjust awards based on performance and market conditions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Knoll Capital Management, LLC | 9.1% | 5,475,516 | $9M |
| 2 | AQR CAPITAL MANAGEMENT LLC | 4.6% | 2,780,875 | $5M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.9% | 2,363,742 | $4M |
| 4 | KINGDON CAPITAL MANAGEMENT, L.L.C. | 3.6% | 2,152,315 | $4M |
| 5 | BlackRock, Inc. | 3.4% | 2,059,337 | $3M |
| 6 | 683 Capital Management, LLC | 2.5% | 1,500,000 | $3M |
| 7 | BlackRock, Inc. | 2.3% | 1,405,006 | $2M |
| 8 | D. E. Shaw Co., Inc.Activist | 2.3% | 1,403,990 | $2M |
| 9 | STATE STREET CORP | 1.9% | 1,124,710 | $2M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.8% | 1,079,075 | $2M |
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