Aldeyra Therapeutics Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) On April 17, 2025, based upon the recommendation of the Nominating/Corporate Governance Committee of the Board of Directors (the “Board”) of Aldeyra Therapeutics, Inc. (“Aldeyra”), the Board elected William (Chip) Clark as a Class I director, with his initial term expiring at Aldeyra’s 2027 annual meeting of stockholders. In connection with Mr. Clark’s election, and pursuant to the Company’s bylaws, the Board has increased the number of directors to eight. A copy of the press release announcing the election of Mr. Clark is attached as Exhibit 99.1 and incorporated herein by reference.
Pursuant to Aldeyra’s non-employee director compensation program, as a non-employee joining the Board, Mr. Clark was granted a non-statutory stock option to purchase 76,760 shares of Aldeyra’s common stock on April 17, 2025 with an exercise price equal to the closing stock price of Aldeyra’s common stock on The Nasdaq Capital Market on April 17, 2025. This option will vest ratably in annual installments over three years of service following the date of grant. Mr. Clark will also receive an annual fee of $40,000 for service as a director. In addition, he will be eligible to receive, upon the conclusion of each annual meeting of stockholders, a non-statutory stock option to purchase approximately $130,000 of Aldeyra’s common stock on that date with an exercise price equal to the fair market value of Aldeyra’s common stock on the grant date. Such annual grant will vest in full on the one-year anniversary of the grant date. Aldeyra’s non-employee director compensation program is described in further detail in Aldeyra’s Proxy Statement for its 2024 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 22, 2024 pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended.
Mr. Clark and Aldeyra will also enter into an indemnification agreement requiring Aldeyra to indemnify him to the fullest extent permitted under Delaware law with respect to his service as a director. The indemnification agreement will be in the form entered into with Aldeyra’s other directors and executive officers. This form is attached hereto as Exhibit 99.2.
There is no arrangement or understanding between Mr. Clark and any other person pursuant to which Mr. Clark was appointed as a director. The Board has determined that Mr. Clark is an independent director in accordance with applicable rules of the Securities and Exchange Commission and the Nasdaq Stock Market.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Aldeyra Therapeutics, Inc. Press Release dated April 17, 2025 | |
| 99.2 | Form of Indemnification Agreement between Aldeyra Therapeutics, Inc. and each of its directors and executive officers (incorporated by reference to Exhibit 10.1 to Amendment No. 2 to the Aldeyra Therapeutics, Inc.’s Registration Statement on Form S-1 (SEC File No. 333-193204) filed with the SEC on March 17, 2014). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated April 17, 2025
| ALDEYRA THERAPEUTICS, INC. | |||
| By: | /s/ Todd C. Brady | ||
| Name: | Todd C. Brady M.D., Ph.D. | ||
| Title: | Chief Executive Officer | ||