Sector: Health Care
ALDEYRA THERAPEUTICS INC · Meeting: June 9, 2026
Directors FOR
0
Directors AGAINST
1
Say on Pay
AGAINST
Auditor
FOR
Election of Directors — Class III Director
Against Analysis
Dr. Brady has served as a director since 2005 and as CEO since 2012, giving him full tenure overlap with the severe stock underperformance: ALDX lost 84.2% over three years while the XBI — SPDR S&P Biotech ETF gained 66.8%, a gap of 151 percentage points that vastly exceeds the 30-point threshold required to trigger a vote against; the 5-year record is equally poor (-88.7% vs XBI), so no mitigating adjustment applies.
For Analysis
Only one director is up for election this year — Todd C. Brady, the CEO, standing for re-election as a Class III director. The policy triggers a vote AGAINST due to catastrophic long-term stock underperformance relative to the XBI — SPDR S&P Biotech ETF benchmark, with no 5-year mitigant available.
CEO
Todd C. Brady, M.D., Ph.D.
Total Comp
$4,704,179
Prior Support
70%%
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.
Auditor
BDO USA, P.C.
Tenure
13 yrs
Audit Fees
$522,184
Non-Audit Fees
$0
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.
The 2026 Aldeyra Therapeutics annual meeting has three proposals: a director election (CEO Todd Brady, vote AGAINST due to catastrophic stock underperformance vs. the XBI — SPDR S&P Biotech ETF), auditor ratification (BDO USA, P.C., vote FOR — clean fee structure and appropriate tenure), and a say-on-pay vote (vote AGAINST — CEO pay of $4.7M is misaligned with an 84% stock decline and 151-percentage-point gap vs. the XBI benchmark). No stockholder proposals were identified in this filing.
