The CEO received total compensation of $4,704,179 — including a stock option award with a reported value of $3,801,379 — at a company with a current market capitalization of only $95 million and a 3-year stock decline of 84.2%, while the XBI — SPDR S&P Biotech ETF gained 66.8% over the same period (a gap of 151 percentage points); this represents a fundamental failure of pay-for-performance alignment, as above-benchmark incentive pay is not justified when shareholders have experienced such severe losses relative to biotech peers. The prior say-on-pay vote received exactly 70% support — the bare minimum threshold our policy uses as a warning signal — and no meaningful structural changes to the compensation program are evident, with the CEO receiving an even larger salary ($700,000 in 2025, up from $591,631 in 2024) and a new 2026 salary of $750,000. Voting AGAINST is warranted on both pay-level and pay-for-performance grounds.

BDO USA, P.C. has served as auditor since fiscal year 2013 (approximately 13 years), well below the 25-year tenure threshold that would trigger concern; non-audit fees are zero, meaning 100% of fees paid are for core audit work with no independence risk; and BDO is a large national firm appropriate for a company of Aldeyra's size and complexity.