SEC Filing | Aldeyra Therapeutics, Inc.

Director Since

Todd C. Brady, M.D., Ph.D.

Martin J. Joyce

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DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a party other than the Registrant ☐

Check the appropriate box:


☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material under Rule 14a-12

ALDEYRA THERAPEUTICS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than The Registrant)

Payment of Filing Fee (Check the appropriate box):



☒	No fee required.

☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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LOGO

April 24, 2017

You are cordially invited to attend the 2017 Annual Meeting of Stockholders of Aldeyra Therapeutics, Inc. that will be held on Thursday, June 8, 2017 at 10:00 a.m. local time, at the offices of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, One Marina Park Drive, Suite 900, Boston, MA 02210.

Details regarding admission to the Annual Meeting and the business to be conducted are described in the accompanying proxy materials. Also included is a copy of our annual report on Form 10-K for the year ended December 31, 2016. We encourage you to read this information carefully.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible. You may vote over the Internet, by telephone or by mailing a proxy card, if you have requested one. Voting over the Internet, by telephone or by written proxy will ensure your representation at the Annual Meeting regardless of whether or not you attend in person. Please review the instructions on the Notice of Internet Availability of Proxy Materials you received in the mail regarding each of these voting options.

Thank you for your ongoing support of Aldeyra.

Very truly yours,

LOGO

Todd C. Brady, M.D., Ph.D.

Chief Executive Officer, President and Director

ALDEYRA THERAPEUTICS, INC.

131 Hartwell Avenue, Suite 320

Lexington, Massachusetts 02421

NOTICE OF ANNUAL MEETING

FOR 2017 ANNUAL MEETING OF STOCKHOLDERS


Time and Date:		Thursday, June 8, 2017 at 10:00 a.m. local time.

Place:		Offices of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, One Marina Park Drive, Suite 900, Boston, MA 02210.

Items of Business:		Proposal1: To elect the two directors named in the proxy statement accompanying this notice to serve as Class III directors until the annual meeting held in 2020 and until their successors are duly elected and qualified.

		Proposal2: To ratify the appointment of BDO USA, LLP as Aldeyra Therapeutics, Inc.’s independent registered public accounting firm for the year ending December 31, 2017.

		To transact such other business as may properly come before the annual meeting or any adjournment thereof.

		These items of business are more fully described in the proxy statement accompanying this notice.

Adjournments and Postponements:		Any action on the items of business described above may be considered at the annual meeting at the time and on the date specified above or at any time and date to which the annual meeting may be properly adjourned or postponed.

Record Date:		You are entitled to vote if you were a stockholder of record as of the close of business on April 13, 2017.

Voting:		Your vote is very important. Whether or not you plan to attend the annual meeting, we encourage you to read the proxy statement and vote on the Internet or by telephone or submit your proxy card, if you have requested one, as soon as possible. For specific instructions on how to vote your shares, please refer to the section entitled “Questions and Answers About Procedural Matters.”

A Notice of Internet Availability of Proxy Materials (Notice) has been mailed to stockholders of record on or about April 24, 2017. The Notice contains instructions on how to access our proxy statement for our 2017 Annual Meeting of Stockholders and our annual report on Form 10-K for the year ended December 31, 2016 (together, the proxy materials). The Notice also provides instructions on how to vote online, by telephone or by mail and includes instructions on how to receive a paper copy of proxy materials by mail. The proxy materials can be accessed directly at the following Internet address: www.proxyvote.com.

If you have any questions regarding this information or the proxy materials, please visit our website at www.aldeyra.com or contact Stephen J. Tulipano, our Chief Financial Officer, at (781) 761-4904, ext. 205.

All stockholders are cordially invited to attend the annual meeting in person.

By order of the board of directors,

LOGO

Todd C. Brady, M.D., Ph.D.

Chief Executive Officer, President and Director

This notice of annual meeting, proxy statement and accompanying form of proxy card are being made available on or about April 24, 2017.

TABLE OF CONTENTS


	Page
QUESTIONS AND ANSWERS ABOUT PROCEDURAL MATTERS		1

Annual Meeting		1
Stock Ownership		2
Quorum and Voting		2
Stockholder Proposals and Director Nominations		5
Additional Information about the Proxy Materials		6

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON JUNE 8, 2017		7

PROPOSAL 1 — ELECTION OF DIRECTORS		8

General		8
Nominees for Election as Class III Directors at the Annual Meeting		8
Required Vote and Recommendation of the Board of Directors for Proposal 1		9
Continuing Directors Not Standing for Election		10
Continuing Class III Director Not Standing for Election		12

PROPOSAL 2 — RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		13

General		13
Principal Accounting Fees and Services		13
Pre-Approval of Audit and Non-Audit Services		13

CORPORATE GOVERNANCE		14

Code of Conduct		14
Board Composition		14
Director Independence		14
Board Leadership Structure		15
Board Committees		15
Compensation Committee Interlocks and Insider Participation		17
Meetings of the Board of Directors		17
Stockholder Recommendations for Nominations to the Board of Directors		17
Board Oversight of Risk		18
Director Compensation		18
Stockholder Communications with the Board of Directors		21

EXECUTIVE OFFICERS		22

EXECUTIVE COMPENSATION		23

Summary Compensation Table		23
Narrative Explanation of Certain Aspects of the Summary Compensation Table		23
Outstanding Equity Awards as at Fiscal 2015 Year End		25
Severance and Change in Control Benefits		26
Employee Benefits and Perquisites		28

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		29

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		33

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE		34

AUDIT COMMITTEE REPORT		35

OTHER MATTERS		36

ALDEYRA THERAPEUTICS, INC.

131 Hartwell Avenue, Suite 320

Lexington, Massachusetts 02421

PROXY STATEMENT FOR 2017 ANNUAL MEETING OF STOCKHOLDERS

This proxy statement is furnished in connection with solicitation of proxies by our board of directors for use at the 2017 Annual Meeting of Stockholders (the Annual Meeting) to be held at 10:00 a.m. local time on Thursday, June 8, 2017, and any postponements or adjournments thereof. The Annual Meeting will be held at the offices of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, One Marina Park Drive, Suite 900, Boston, MA 02210. Beginning on or about April 24, 2017, we mailed to our stockholders a Notice of Internet Availability of Proxy Materials (the Notice) containing instructions on how to access our proxy materials. As used in this proxy statement, the terms “Aldeyra,” “we,” “us,” and “our” mean Aldeyra Therapeutics, Inc. unless the context indicates otherwise.

QUESTIONS AND ANSWERS ABOUT PROCEDURAL MATTERS

Annual Meeting

Q:	Why am I receiving these proxy materials?

Our board of directors is providing these proxy materials to you in connection with the solicitation of proxies for use at the Annual Meeting to be held on Thursday, June 8, 2017 at 10:00 a.m. local time, and at any adjournment or postponement thereof, for the purpose of considering and acting upon the matters set forth herein. The notice of Annual Meeting, this proxy statement and accompanying form of proxy card are being made available to you on or about April 24, 2017. This proxy statement includes information that we are required to provide to you under SEC rules and that is designed to assist you in voting your shares.

Q:	What is included in the proxy materials?

A:	The proxy materials include:

•

This proxy statement for the Annual Meeting;

•

Our annual report on Form 10-K for the year ended December 31, 2016 (the 2016 Annual Report); and

•

The proxy card or a voting instruction form for the Annual Meeting, if you have requested that the proxy materials be mailed to you.

Q:	How can I get electronic access to the proxy materials?

A:	The Company’s proxy materials are available at www.proxyvote.com and at http://ir.aldeyra.com. Our website address is included for reference only. The information contained on our website is not incorporated by reference into this proxy statement.

You can find directions on how to instruct us to send future proxy materials to you by email at www.proxyvote.com. Choosing to receive future proxy materials by email will save us the cost of printing and mailing documents to you and will reduce the impact of our annual meetings on the environment. If you choose to receive future proxy materials by email, you will receive an email message next year with instructions containing a link to those materials and a link to the proxy voting website. Your election to receive proxy materials by email will remain in effect until you terminate it.

Q:	What information is contained in this proxy statement?

A:	The information in this proxy statement relates to the proposals to be voted on at the Annual Meeting, the voting process, the compensation of our directors and certain of our executive officers, corporate governance, and certain other required information.

Q:	Where is the Annual Meeting?

A:	The Annual Meeting will be held at the offices of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, One Marina Park Drive, Suite 900, Boston, MA 02210.

Q:	Can I attend the Annual Meeting?

You are invited to attend the Annual Meeting if you were a stockholder of record or a beneficial owner as of April 13, 2017. Admission will begin at 9:30 a.m. local time on the date of the Annual Meeting, and you must present valid picture identification such as a driver’s license or passport and, if asked, provide proof of stock ownership as of April 13, 2017. The use of mobile phones, pagers, recording or photographic equipment, tablets and/or computers is not permitted at the Annual Meeting. The meeting will begin promptly at 10:00 a.m. local time.

Stock Ownership

Q:	What is the difference between holding shares as a stockholder of record and as a beneficial owner?

Stockholders of record — If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC (AST), you are considered, with respect to those shares, the “stockholder of record,” and the Notice was provided to you directly by us. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote in person at the Annual Meeting.

Beneficial owners — Many Aldeyra stockholders hold their shares through a broker, trustee or other nominee, rather than directly in their own name. If your shares are held in a brokerage account or by a bank or another nominee, you are considered the “beneficial owner” of shares held in “street name.” The Notice was forwarded to you by your broker, trustee or nominee who is considered, with respect to those shares, the stockholder of record.

As the beneficial owner, you have the right to direct your broker, trustee or nominee on how to vote your shares. Beneficial owners are also invited to attend the Annual Meeting. However, since beneficial owners are not stockholders of record, you may not vote your shares in person at the Annual Meeting unless you follow your broker’s procedures for obtaining a legal proxy. If you request a printed copy of the proxy materials by mail, your broker or nominee will provide a voting instruction card for you to use.

Quorum and Voting

Q:	How many shares must be present or represented to conduct business at the Annual Meeting?

A quorum is the minimum number of shares required to be present at the Annual Meeting for the meeting to be properly held under our Bylaws and Delaware state law. The presence, in person or by proxy, of a majority of the aggregate voting power of the issued and outstanding shares of stock entitled to vote generally in the election of directors will constitute a quorum at the meeting.

A proxy submitted by a stockholder may indicate that the shares represented by the proxy are not being voted with respect to a particular matter.

Under the General Corporation Law of the State of Delaware, abstentions and broker “non-votes” are counted as present and entitled to vote and are, therefore, included for purposes of determining whether a quorum is present at the Annual Meeting.

A broker non-vote occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner.

Q:	Who is entitled to vote at the Annual Meeting?

Holders of record of our common stock at the close of business on April 13, 2017 (the Record Date) are entitled to receive notice of and to vote their shares at the Annual Meeting. As of the Record Date, we had 15,131,880 shares of common stock outstanding. In deciding all matters at the Annual Meeting, each holder of common stock of Aldeyra will be entitled to one vote for each share of common stock held as of the close of business on the Record Date. We do not have cumulative voting rights for the election of directors.

Q:	How can I vote my shares in person at the Annual Meeting?

Shares held in your name as the stockholder of record may be voted in person at the Annual Meeting. Shares held beneficially in street name may be voted in person at the Annual Meeting only if you obtain a legal proxy from the broker, trustee or other nominee that holds your shares giving you the right to vote the shares. Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy card, if you have requested one, or following the voting directions described below, so that your vote will be counted if you later decide not to attend the meeting.

Q:	How can I vote my shares without attending the Annual Meeting?

A:	Stockholder of record — If you are a stockholder of record, there are three ways to vote without attending the Annual Meeting:

•

Via the Internet — You may vote by proxy via the Internet by following the instructions provided in the Notice or, if you requested printed copies of the proxy materials by mail, by following the instructions provided in the proxy card.

•

By Telephone — You may vote by proxy by telephone by following the instructions provided in the Notice or, if you requested printed copies of the proxy materials by mail, by calling the toll free number found on the proxy card.

•

By Mail — If you request printed copies of the proxy materials by mail, you will receive a proxy card and you may vote by proxy by filling out the proxy card and returning it in the envelope provided.

Beneficial owners — If you are a beneficial owner holding shares through a bank, broker or other nominee, please refer to your Notice or other information forwarded by your bank or broker to see which voting options are available to you.

Q:	What happens if I do not give specific voting instructions?

A:	Stockholder of record — If you are a stockholder of record and you:

•

Indicate when voting on the Internet or by telephone that you wish to vote as recommended by our board of directors; or

•

Sign and return a proxy card without giving specific voting instructions,

then the persons named as proxy holders will vote your shares in the manner recommended by our board of directors on all matters presented in this proxy statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting.

Beneficial owners — If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions then, under applicable rules, the organization that holds your shares may generally vote on “routine” matters but cannot vote on “non-routine” matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, that organization will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a “broker non-vote.”

Q:	What proposals will be voted on at the Annual Meeting?

A:	The following chart sets for the proposals scheduled for a vote at the Annual Meeting, our board of directors recommendation with respect to such proposals, the vote required for such proposals to be approved and whether broker discretionary voting is allowed on such proposal.


Proposal	Board Recommendation	Vote Required	Broker Discretionary Voting Allowed
Proposal 1: Elect two directors to serve as Class III directors until the 2020 Annual Meeting of Stockholders.	FOR	Plurality	No

Proposal 2: Ratify the appointment of BDO USA, LLP as Aldeyra Therapeutics, Inc.’s independent registered public accounting firm for the year ending December 31, 2017.	FOR	Majority	Yes

Plurality means that the nominees for director receiving the greatest number of votes will be elected. Withheld votes and “broker non-votes” will have no effect on the election of a nominee.

Majority means that a proposal that receives an affirmative vote from the holders of a majority of the outstanding shares of common stock present in person or represented by proxy at the Annual Meeting. Abstentions and broker non-votes will have the same effect as an “Against” vote on this proposal.

Broker Discretionary Voting occurs when a broker does not receive voting instructions from the beneficial owner and votes those shares in its discretion on any proposal on which it is permitted to vote.

Q:	What happens if additional matters are presented at the Annual Meeting?

If any other matters are properly presented for consideration at the Annual Meeting, including, among other things, consideration of a motion to adjourn the Annual Meeting to another time or place (including, without limitation, for the purpose of soliciting additional proxies), the persons named in the proxy card and acting thereunder will have discretion to vote on those matters in accordance with their best judgment. We do not currently anticipate that any other matters will be raised at the Annual Meeting.

Q:	Can I change or revoke my vote?

A:	Subject to any rules your broker, trustee or nominee may have, you may change your proxy instructions at any time before your proxy is voted at the Annual Meeting.

If you are a stockholder of record, you may change your vote by (1) filing with our Corporate Secretary, prior to your shares being voted at the Annual Meeting, a written notice of revocation or a duly executed proxy card, in either case dated later than the prior proxy card relating to the same shares, or (2) by attending the Annual Meeting and voting in person (although attendance at the Annual Meeting will not, by itself, revoke a proxy). A stockholder of record that has voted on the Internet or by telephone may also change his or her vote by later making a timely and valid Internet or telephone vote.

If you are a beneficial owner of shares held in street name, you may change your vote (1) by submitting new voting instructions to your broker, trustee or other nominee or (2) if you have obtained a legal proxy from the broker, trustee or other nominee that holds your shares giving you the right to vote the shares, by attending the Annual Meeting and voting in person.

Any written notice of revocation or subsequent proxy card must be received by our Corporate Secretary prior to the taking of the vote at the Annual Meeting. Such written notice of revocation or subsequent proxy card should be hand delivered to our Corporate Secretary or should be sent so as to be delivered to our principal executive offices, Attention: Corporate Secretary.

Q:	Who will bear the cost of soliciting votes for the Annual Meeting?

We will bear all expenses of this solicitation, including the cost of preparing and mailing these proxy materials. We may reimburse brokerage firms, custodians, nominees, fiduciaries and other persons representing beneficial owners of common stock for their reasonable expenses in forwarding solicitation material to such beneficial owners. Directors, officers and employees of Aldeyra may also solicit proxies in person or by other means of communication. Such directors, officers and employees will not be additionally compensated but may be reimbursed for reasonable out-of-pocket expenses in connection with such solicitation. We may engage the services of a professional proxy solicitation firm to aid in the solicitation of proxies from certain brokers, bank nominees and other institutional owners. Our costs for such services, if retained, will not be significant. If you choose to access the proxy materials and/or vote through the Internet, you are responsible for any Internet access charges you may incur.

Q:	Is my vote confidential?

Proxy instructions, ballots, and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within Aldeyra or to third parties, except as necessary to meet applicable legal requirements, to allow for the tabulation of votes and certification of the vote, or to facilitate a successful proxy solicitation.

Q:	Where can I find the voting results of the Annual Meeting?

A:	We intend to announce preliminary voting results at the Annual Meeting and will publish final results in a current report on Form 8-K within four business days after the Annual Meeting.

Stockholder Proposals and Director Nominations

Q:	What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors?

A:	You may submit proposals, including director nominations, for consideration at future stockholder meetings.

Requirements for stockholder proposals to be considered for inclusion in our proxy materials —Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at our next annual meeting of stockholders by submitting their proposals in writing to our Corporate Secretary in a timely manner. In order to be included in the proxy statement for the 2018 annual meeting of stockholders, stockholder proposals must be received by our Corporate Secretary no later than December 25, 2017, and must otherwise comply with the requirements of Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the Exchange Act).

Requirements for stockholder proposals to be brought before an annual meeting — In addition, our bylaws establish an advance notice procedure for stockholders who wish to present certain matters before an annual meeting of stockholders. In general, nominations for the election of directors may be made by our board of directors or any committee thereof or any stockholder, who is a stockholder of record on the date of the giving of such notice and on the record date for the determination of stockholders entitled to vote at such meeting, who is entitled to vote at such meeting and who has delivered written notice to our Corporate Secretary no later than the Notice Deadline (as defined below), which notice must contain specified information concerning the nominees and concerning the stockholder proposing such nominations.

Our bylaws also provide that the only business that may be conducted at an annual meeting is business that is (1) specified in the notice of meeting (or any supplement thereto) given by or at the direction of our board of directors, (2) otherwise properly brought before the meeting by or at the direction of our board of directors (or any committee thereto) or (3) properly brought before the meeting by a stockholder who has delivered written notice to our Corporate Secretary no later than the Notice Deadline (as defined below).

The “Notice Deadline” is defined as that date which is not less than 90 days nor more than 120 days prior to the one year anniversary of the previous year’s annual meeting of stockholders. As a result, the Notice Deadline for the 2018 annual meeting of stockholders is between February 8, 2018 and March 10, 2018.

If a stockholder who has notified us of his or her intention to present a proposal at an annual meeting does not appear to present his or her proposal at such meeting, we need not present the proposal for vote at such meeting.

Recommendation of director candidates — You may recommend candidates to our board of directors for consideration by our nominating/corporate governance committee by following the procedures set forth below in “Corporation Governance — Stockholder Recommendations for Nominations to the Board of Directors.”

Q:	How may I obtain a copy of the bylaw provisions regarding stockholder proposals and director nominations?

A copy of the full text of the bylaw provisions discussed above may be obtained by writing to our Corporate Secretary. A copy of our bylaws is posted on the Investors portion of our website at http://ir.aldeyra.com. All notices of proposals by stockholders, whether or not included in Aldeyra’s proxy materials, should be sent to our principal executive offices, Attention: Corporate Secretary.

Additional Information about the Proxy Materials

Q:	Why did I receive a notice regarding the availability of proxy materials on the Internet instead of a full set of proxy materials?

In accordance with the rules of Securities and Exchange Commission (SEC), we have elected to furnish our proxy materials, including this proxy statement and the 2016 Annual Report, to our stockholders primarily via the Internet. Beginning on or about April 24, 2017, we mailed to our stockholders a “Notice of Internet Availability of Proxy Materials” that contains notice of the Annual Meeting and instructions on how to access our proxy materials on the Internet, how to vote at the meeting, and how to request printed copies of the proxy materials. Stockholders may request to receive all future proxy materials in printed form by mail or electronically by e-mail by following the instructions contained at www.proxyvote.com. We encourage stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact of our annual meetings.

Q:	What does it mean if multiple members of my household are stockholders but we only received one Notice or full set of proxy materials in the mail?

We have adopted a procedure called “householding,” which the SEC has approved. Under this procedure, we deliver a single copy of the Notice and, if applicable, the proxy materials to multiple stockholders who share the same address unless we received contrary instructions from one or more of the stockholders. This procedure reduces our printing costs, mailing costs, and fees. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written request, we will deliver promptly a separate copy of the Notice and, if applicable, the proxy materials to any stockholder at a shared address to which we delivered a single copy of any of these documents. To receive a separate copy of the Notice and, if applicable, the proxy materials, stockholders should send their requests to our principal executive offices, Attention: Corporate Secretary. Stockholders who hold shares in street name (as described below) may contact their brokerage firm, bank, broker-dealer, or other similar organization to request information about householding.

Q:	What is the mailing address for Aldeyra’s principal executive offices?

A:	Our principal executive offices are located at 131 Hartwell Avenue, Suite 320, Lexington, Massachusetts 02421. The telephone number at that location is 781-761-4904.

Any written requests for additional information, copies of the proxy materials and 2016 Annual Report, notices of stockholder proposals, recommendations for candidates to our board of directors, communications to our board of directors or any other communications should be sent to the address above.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON JUNE 8, 2017.

The proxy statement and the 2016 Annual Report are available on-line at www.proxyvote.com.

PROPOSAL 1

ELECTION OF DIRECTORS

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. A director serves in office until his respective successor is duly elected and qualified or until his 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.

Nominees for Election as Class III Directors at the Annual Meeting

This year’s nominees for election to the board of directors as our Class III directors to serve for a term of three years expiring at the 2020 annual meeting of stockholders, or until their successors have been duly elected and qualified or until their earlier death, resignation or removal, are provided below. All of the nominees listed below are currently directors of the Company. The age of each director as of April 13, 2017 is set forth below. Each of the nominees has agreed to serve as a director if elected, and we have no reason to believe that any nominee will be unable to serve if elected.

The following is additional information about each of the nominees as of the date of this proxy statement, including their 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 nominees should serve as one of our directors.


Name	Age	Principal Occupation and Business Experience
		development, SEC reporting, strategic planning, mergers, acquisitions, investor relations and biotechnology operations. Since 2012, Mr. Joyce has served as a consultant to the life science industry assisting biotechnology and pharmaceutical companies in strategic planning, fund raising and operations. From March 2011 to July 2012, Mr. Joyce was Chief Financial Officer at Lucid Inc., an early stage skin cancer diagnostic company. Previously, Mr. Joyce served as Executive Vice President and Chief Financial Officer of BioSphere Medical from January 2006 through September 2010. He served as BioSphere’s Chief Financial Officer and Vice President from September 2004 to January 2006. From January 2001 to September 2004, Mr. Joyce served as Managing Partner of Stratex Group LLC, a provider of biopharmaceutical executive services to early-stage companies and venture investors. From 1996 to January 2001, Mr. Joyce was North American Chief Financial Officer for Serono Inc. a biotechnology company. From April 1987 to 1996, Mr. Joyce held a variety of senior level positions within Serono in finance, sales, marketing and manufacturing. Mr. Joyce was previously employed at Millipore Corporation, a high technology bioscience company. Mr. Joyce received a B.S. in finance from Northeastern University and a M.B.A. from Suffolk University, Boston, Massachusetts. Mr. Joyce’s extensive knowledge of our business and history, experience in multiple publicly-traded and privately-held companies, and expertise in developing, financing and providing strong executive leadership to numerous biopharmaceutical 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

The affirmative vote of a plurality of the votes cast at the Annual Meeting is required for the election of our Class III directors. The three nominees receiving the most “FOR” votes among votes properly cast in person or by proxy will be elected to the board of directors as Class III directors. You may vote “FOR” or “WITHHOLD” on each of the nominees for election as director. Shares represented by signed proxy cards will be voted on Proposal 1 “FOR” the election of Dr. Brady and Mr. Joyce 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 it will be counted for purposes of determining whether there is a quorum.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE CLASS III NOMINEES NAMED ABOVE.

Continuing Directors Not Standing for Election

Certain information about those directors whose terms do not expire at the Annual Meeting is furnished below, including their 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, 2017 is set forth below.

Incumbent Class I Directors Whose Term Expires in 2018


Name	Age	Principal Occupation and Business Experience
		a member of the board of directors of Afferent Pharmaceuticals, Inc., a biotechnology company subsequently acquired by Merck & Co. He also served as a member of the board of directors of RightCare Solutions, Inc. from August 2013 to December 2015. Prior to the formation of Domain Associates, Dr. Treu had twelve years of experience in the healthcare industry. He was Vice President of the predecessor organization to The Wilkerson Group and its venture capital arm, CW Ventures. While at CW Ventures, he served as President and CEO of Microsonics, Inc., a pioneer in computer image processing for cardiology. Previous to that, Dr. Treu led new product development and marketing planning for immunoassay and histopathology products at Technicon Instruments Corporation, which is now part of Siemens Medical Solutions Diagnostics. Dr. Treu began his career with General Electric Company in 1973, initially as a research scientist developing thin film optical sensors for immunoassay testing, and later serving on the corporate staff with responsibility for technology assessment and strategic planning. Dr. Treu received his B.S. in Physics from Rensselaer Polytechnic Institute and his M.A. and Ph.D. in physics from Princeton University. Dr. Treu’s extensive knowledge of our business and history, experience as a board member of multiple publicly-traded and privately-held companies and expertise in developing and financing contributed to our conclusion that he should serve as a director of our company.

Incumbent Class II Directors Whose Term Expires in 2019


Name	Age		Principal Occupation and Business Experience
Gary Phillips, M.D.		51	Dr. Phillips has served as Executive Vice President and Chief Strategy Officer at Mallinckrodt Pharmaceuticals plc since October 2013 and has been a member of our board of directors since May 2009. He was President of Reckitt Benckiser Pharmaceuticals, Inc. from 2011 to 2012. He served as President of U.S. Surgical and Pharmaceuticals at Bausch & Lomb Incorporated from 2002 to 2008. Dr. Phillips has also held executive roles at Merck Serono SA from 2008 to 2011, Novartis Corporation from 2000 to 2002, and Wyeth Pharmaceuticals, Inc. (now Pfizer, Inc.) from 1999 to 2000. He was most recently Head of Global Health & Healthcare Industries at the World Economic Forum in Geneva from January 2012 to September 2013. Dr. Phillips was also healthcare strategy managing consultant at Towers Perrin from 1997 to 1999, and practiced as a general medicine clinician/officer in the US 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 in 1992, an MBA from the Wharton School in 1991, and B.A. (summa cum laude, Phi Beta Kappa) in biochemistry from the College of Arts and Sciences in 1987. 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.

Incumbent Class III Director Not Standing for Election

C. Boyd Clarke has informed the Company that he will not run for re-election at the Annual Meeting.

There are no family relationships among any of our directors or executive officers. See “Corporate Governance” below for additional information regarding our board of directors.

PROPOSAL 2

RATIFICATION OF THE APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

General

Our audit committee has appointed the firm of BDO USA, LLP, independent registered public accountants, to audit our financial statements for the year ending December 31, 2017. BDO USA, LLP has audited our financial statements since the fiscal year ended December 31, 2013.

Notwithstanding its selection and even if our stockholders ratify the selection, our audit committee, in its discretion, may appoint another independent registered public accounting firm at any time during the year if the audit committee believes that such a change would be in the best interests of Aldeyra and its stockholders. At the Annual Meeting, the stockholders are being asked to ratify the appointment of BDO USA, LLP as our independent registered public accounting firm for the year ending December 31, 2017. Our audit committee is submitting the selection of BDO USA, LLP to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. Representatives of BDO USA, LLP are expected to be present at the Annual Meeting and they will have an opportunity to make statements and will be available to respond to appropriate questions from stockholders.

If this proposal does not receive the affirmative approval of a majority of the votes cast on the proposal, the audit committee would reconsider the appointment.

Principal Accounting Fees and Services

The following table sets forth all fees paid or accrued by us for professional audit services and other services rendered by BDO USA, LLP during the years ended December 31, 2016 and 2015:


	2016		2015
Audit Fees(1)	$	205,980	$	291,921
Audit-Related Fees		—		—
Tax Fees(2)		—		17,800
All Other Fees		—		—

Total Fees	$	205,980	$	309,721

(1)

Audit Fees: This category represents fees for professional services provided in connection with the audit of our financial statements, review of our quarterly financial statements, and audit services provided in connection with other regulatory or statutory filings for which we have engaged BDO USA, LLP.

(2)	Tax Fees: This category consists of tax compliance, tax planning, and tax advice, including foreign tax return preparation and requests for rulings or technical advice from tax authorities.

Pre-Approval of Audit and Non-Audit Services

Consistent with requirements of the SEC and the Public Company Accounting Oversight Board regarding auditor independence, our audit committee is responsible for the appointment, compensation and oversight of the work of our independent registered public accounting firm. In recognition of this responsibility, our audit committee (or the chair if such approval if needed on a time urgent basis) generally pre-approves of all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF BDO USA, LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2017.

CORPORATE GOVERNANCE

Code of Conduct

Our board of directors adopted a code of business conduct that applies to each of our directors, officers and employees. The full text of our code of business conduct is posted on the Investors portion of our website at http://ir.aldeyra.com. Any waiver of the code of business conduct for an executive officer or director may be granted only by our board of directors or a committee thereof and must be timely disclosed as required by applicable law. We have implemented whistleblower procedures that establish format protocols for receiving and handling complaints from employees. Any concerns regarding accounting or auditing matters reported under these procedures will be communicated promptly to the audit committee.

Board Composition

Our business affairs are managed under the direction of our board of directors, which is currently composed of eight members. However, as of the Annual Meeting, the size of our Board of Directors will decrease to seven directors. All of our directors, other than Dr. Brady, are independent within the meaning of the listing rules of The NASDAQ Stock Market (NASDAQ). Our board of directors is divided into three classes with staggered three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election.

Directors in a particular class will be elected for three-year terms at the annual meeting of stockholders in the year in which their terms expire. As a result, only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Each director’s term continues until the election and qualification of his or her successor, or the earlier of his or her death, resignation or removal. The classification of our board of directors may have the effect of delaying or preventing changes in our control or management.

Director Independence

Our common stock is listed on The NASDAQ Capital Market. The listing rules of this stock exchange generally require that a majority of the members of a listed company’s board of directors be independent. In addition, the rules of the NASDAQ require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating/corporate governance committees be independent. The NASDAQ director independence definition includes a series of objective tests, such as that the director is not also one of our employees and has not engaged in various types of business dealings with us. In addition, as further required by the NASDAQ rules, our board of directors has made a subjective determination as to each independent director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, our directors reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities as they may relate to us and our management.

Our board of directors has determined that none of our non-employee directors has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the rules of the NASDAQ. The independent members of our board of directors will hold separate regularly scheduled executive session meetings at which only independent directors are present.

Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee: accept, directly or indirectly, any consulting, advisory, or other

compensatory fee from the listed company or any of its subsidiaries; or be an affiliated person of the listed company or any of its subsidiaries. Each of Martin J. Joyce, Ben R. Bronstein, M.D. and C. Boyd Clarke qualify as an independent director pursuant to Rule 10A-3.

Board Leadership Structure

Our board of directors is currently led by its chairman, Mr. Clarke. Mr. Clarke has decided not to stand for reelection as a director at the Annual Meeting. As of the Annual Meeting, Dr. Douglas will succeed Mr. Clarke as chairman. Our board of directors recognizes that it is important to determine an optimal board leadership structure to ensure the independent oversight of management as the company continues to grow. We separate the roles of chief executive officer and chairman of the board of directors in recognition of the differences between the two roles. The chief executive officer is responsible for setting the strategic direction for the company and the day-to-day leadership and performance of the company, while the chairman of the board of directors presides over meetings of the full board of directors. We believe that this separation of responsibilities provides a balanced approach to managing the board of directors and overseeing the company.

Our board of directors has concluded that our current leadership structure is appropriate at this time. However, our board of directors will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate.

Board Committees

Our board of directors has established an audit committee, a compensation committee, a nominating/corporate governance committee and a stock option committee. The composition of these committees meet the criteria for independence under, and the functioning of these committees comply with the applicable requirements of the Sarbanes-Oxley Act of 2002, the current rules of The NASDAQ Capital Market and SEC rules and regulations. We intend to comply with future requirements as they become applicable to us. Each committee has the composition and responsibilities described below.

Audit Committee

During our year ended December 31, 2016, our audit committee held 6 meetings. The members of our audit committee are Martin J. Joyce, Ben R. Bronstein, M.D. and C. Boyd Clarke, each of whom is a non-employee member of the board of directors. Mr. Joyce serves as the chair of the audit committee. As of the Annual Meeting, Dr. Treu will succeed Mr. Clarke as a member of the audit committee.

The audit committee’s main function is to oversee our accounting and financial reporting processes, internal systems of control, independent registered public accounting firm relationships and the audits of our financial statements. Pursuant to the audit committee charter, the functions of the committee include, among other things:

•

appointing, approving the compensation of, and assessing the independence of our registered public accounting firm;

•

overseeing the work of our registered public accounting firm, including through the receipt and consideration of reports from such firm;

•

reviewing and discussing with management and the registered public accounting firm our annual and quarterly financial statements and related disclosures;

•

monitoring our internal control over financial reporting and our disclosure controls and procedures;

•

meeting independently with our registered public accounting firm and management;

•

preparing the audit committee report required by SEC rules;

•

reviewing and approving or ratifying any related person transactions; and

•

overseeing our risk assessment and risk management policies.

All members of our audit committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and The NASDAQ Capital Market. Our board of directors has determined that Mr. Joyce is an “audit committee financial expert” as defined by applicable SEC rules and has the requisite financial sophistication as defined under the applicable NASDAQ rules and regulations.

Compensation Committee

During our year ended December 31, 2016, our compensation committee held 4 meetings and acted by written consent 1 time. The members of our compensation committee are Ben R. Bronstein, M.D., Neal S. Walker, D.O. and Gary Phillips, M.D. Dr. Phillips serves as the chair of the compensation committee. Our compensation committee reviews and recommends policies relating to compensation and benefits of our officers and employees.

Pursuant to the compensation committee charter, the functions of this committee include:

•

evaluating the performance of our chief executive officer and determining the chief executive officer’s salary and contingent compensation based on his or her performance and other relevant criteria;

•

identifying the corporate and individual objectives governing the chief executive officer’s compensation;

•

in consultation with the chief executive officer, determining the compensation of our other officers;

•

making recommendations to our board of directors with respect to director compensation;

•

reviewing and approving the terms of material agreements with our executive officers;

•

overseeing and administering our equity incentive plans and employee benefit plans;

•

reviewing and approving policies and procedures relating to the perquisites and expense accounts of our executive officers;

•

if and as applicable, furnishing the annual compensation committee report required by SEC rules; and

•

conducting a review of executive officer succession planning, as necessary, reporting its findings and recommendations to our board of directors, and working with the board of directors in evaluating potential successors to executive officer positions.

Our board of directors has determined that each of Ben R. Bronstein, M.D., Neal S. Walker, D.O. and Gary Phillips, M.D. is independent under the applicable rules and regulations of NASDAQ, is a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act and is an “outside director” as that term is defined in Section 162(m) of the United States Internal Revenue Code of 1986, as amended, or Section 162(m).

Our chief executive officer and chief financial officer assist our compensation committee in carrying out its functions, although they do not participate in deliberations or decisions with respect to their own compensation. Since January 2015, our compensation committee has engaged the services of Pearl Meyer, Inc., a compensation consulting firm, to advise the compensation committee regarding the amount and types of compensation that we provide to our executives and directors and how our compensation practices compared to the compensation practices of other companies. Pearl Meyer reports directly to the compensation committee. Pearl Meyer does not provide any services to us other than the services provided to the compensation committee. The compensation committee believes that Pearl Meyer does not have any conflicts of interest in advising the compensation committee under applicable SEC rules or NASDAQ listing standards.

Nominating/Corporate Governance Committee

During our year ended December 31, 2016, our nominating/corporate governance committee held 4 meetings. The members of our nominating/corporate governance committee are Martin J. Joyce, Jesse Treu, Ph.D. and C. Boyd Clarke. Dr. Treu serves as the chair of the nominating/corporate governance committee. As of the Annual Meeting, Dr. Douglas will succeed Mr. Clarke as a member of the nominating/corporate governance committee. Pursuant to the nominating/corporate governance committee charter, the functions of this committee include, among other things:

•

identifying, evaluating, and making recommendations to our board of directors and our stockholders concerning nominees for election to our board of directors, to each of its committees and committee chairs;

•

annually reviewing the performance and effectiveness of our board of directors and developing and overseeing a performance evaluation process;

•

annually evaluating the performance of management, the board of directors and each board committee against their duties and responsibilities relating to corporate governance;

•

annually evaluating adequacy of our corporate governance structure, policies, and procedures; and

•

generally advising the board of directors on corporate governance matters.

Stock Option Committee

During our year ended December 31, 2016, our stock option committee did not hold any meetings and acted by written consent 7 times. 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 2013 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.

Compensation Committee Interlocks and Insider Participation

None of the members of our compensation committee is or has in the past 5 years served as an officer or employee of our company. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our board of directors or compensation committee.

Meetings of the Board of Directors

The full board of directors held 9 meetings during our year ended December 31, 2016. No director attended fewer than 75% of the total number of meetings of the board of directors and of any committees of the board of directors of which he was a member during our year ended December 31, 2016.

It is our policy that directors are invited and encouraged to attend our annual meetings of stockholders. We expect to schedule our annual meetings on the same day as a regularly scheduled board of directors meeting in order to facilitate attendance by the members of our board of directors. Three of our then-serving directors attended our 2016 annual meeting of stockholders.

Stockholder Recommendations for Nominations to the Board of Directors

Our nominating/corporate governance committee will consider director candidates recommended by stockholders and evaluate them using the same criteria as candidates identified by the board of directors or the nominating/corporate governance committee for consideration. If a stockholder of the Company wishes to

recommend a director candidate for consideration by the nominating/corporate governance committee, the stockholder recommendation should be delivered to the Corporate Secretary of the Company at the principal executive offices of the Company, and must include information regarding the candidate and the stockholder making the recommendation as required by our Bylaws.

Board Oversight of Risk

Our board of directors has responsibility for the oversight of the company’s risk management processes and, either as a whole or through its committees, regularly discusses with management our major risk exposures, their potential impact on our business and the steps we take to manage them. The risk oversight process includes receiving regular reports from board committees and members of senior management to enable our board of directors to understand the company’s risk identification, risk management and risk mitigation strategies with respect to areas of potential material risk, including operations, finance, legal, regulatory, strategic and reputational risk.

The audit committee reviews information regarding liquidity and operations, and oversees our management of financial risks. Periodically, the audit committee reviews our policies with respect to risk assessment, risk management, loss prevention and regulatory compliance. Oversight by the audit committee includes direct communication with our external auditors, and discussions with management regarding significant risk exposures and the actions management has taken to limit, monitor or control such exposures. The compensation committee is responsible for assessing whether any of our compensation policies or programs has the potential to encourage excessive risk-taking. The nominating/corporate governance committee manages risks associated with the independence of the board of directors, corporate disclosure practices, and potential conflicts of interest. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire board is regularly informed through committee reports about such risks. Matters of significant strategic risk are considered by our board of directors as a whole.

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, 2016. Other than as set forth in the table and described more fully below, during our year ended December 31, 2016, 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. Mr. Clarke currently serves as chair of our board of directors.


	Fees Earned or Paid in Cash ($)			Option Awards ($)(1)(2)(3)			Total ($)
Ben R. Bronstein, M.D.	$	23,752		$	25,632		$	49,384
C. Boyd Clarke(4)		40,500			25,632		$	66,132
Richard H. Douglas, Ph.D.		5,231			50,155	(5)	$	55,386
Martin J. Joyce		26,752			25,632		$	52,384
Gary Phillips, M.D.		22,500			25,632		$	48,132
Jesse I. Treu, Ph.D.		21,000	(6)		25,632		$	46,632
Neal S. Walker, D.O.		20,000			25,632		$	45,632

(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, 2016, computed in accordance with FASB ASC Topic 718. See Note 9 to our financial statements included in the 2016 Annual Report for a discussion of our assumptions in determining the ASC 718 values of our option awards.

(2)	As of December 31, 2016, our non-employee directors held outstanding stock options as follows: Drs. Bronstein and Walker, 33,936 options; Mr. Clarke, 30,416 options; Mr. Joyce and Dr. Treu, 24,332 options; and Dr. Phillips, 33,935 options.

(3)	On June 9, 2016, each of our directors (other than Dr. Brady) was granted an option to purchase 6,083 shares of our common stock at an exercise price per share of $5.97. All of these options granted were made pursuant to our non-employee director compensation program.

(4)	Mr. Clarke has determined not to stand for reelection at the Annual Meeting.

(5)	On September 13, 2016, upon his appointment as a director of the Company, Richard H. Douglas, Ph.D. was granted an option to purchase 12,166 shares of our common stock at an exercise price per share of $5.62. This option grant was made pursuant to our non-employee director compensation program.

(6)	These fees were paid to the management company of the venture capital fund affiliated with Dr. Treu in 2016.

Non-Employee Director Compensation

For the year ended December 31, 2016, pursuant to our then current 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:

•

$17,500 per year for service as member of the Board of Directors.

•

$17,500 per year for service as chairman of the Board of Directors.

•

$7,500 per year for service as chairman of the Audit Committee;

•

$5,000 per year for service as chairman of the Compensation Committee;

•

$3,500 per year for service as chairman of the Nominating/Corporate Governance Committee;

•

$3,750 per year for service as non-chairman member of the Audit Committee;

•

$2,500 per year for service as non-chairman member of the Compensation Committee; and

•

$1,750 per year for service as non-chairman member of the Nominating/Corporate Governance Committee.

Pursuant to the then current non-employee director compensation plan, non-employee members of our board of directors also received automatic grants of non-statutory stock options under our 2013 Equity Incentive Plan. For purposes of this automatic director grant program, 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 SEC rules. Each non-employee director that joined our board of directors was automatically granted a non-statutory stock option to purchase 12,166 shares of common stock with an exercise price equal to the fair market value of our common stock on the grant date. Any such initial option vests ratably in annual installments over 3 years of service following the date of grant. In addition, on the date of each annual meeting of our stockholders, each non-employee director was automatically granted a non-statutory stock option to purchase 6,083 shares of our common stock with an exercise price equal to the fair market value of our common stock on the grant date. Such automatic annual grants vest in full on the one-year anniversary of the grant date. Any non-employee director who received an initial award was not entitled to receive the additional annual award in the same calendar year.

Effective January 1, 2017, each non-employee member of our board of directors shall receive the following cash and equity compensation for board services, as applicable:


	Role	Annual Cash Retainer (1)	Initial Equity Grant (2)	Annual Equity Grant (5)
Board of Directors	Director	$30,000	Options to purchase $120,000 worth of shares of Common Stock (3)	Options to purchase $60,000 worth of shares of Common Stock
Board of Directors	Chairman	Additional $17,500	Additional options to purchase $30,000 worth of shares of Common Stock (4)	Additional options to purchase $30,000 worth of shares of Common Stock
Audit Committee	Chairman	$7,500	Options to purchase $15,000 worth of shares of Common Stock (4)	Options to purchase $15,000 worth of shares of Common Stock
Audit Committee	Other Member	$3,750	Options to purchase $7,500 worth of shares of Common Stock (4)	Options to purchase $7,500 worth of shares of Common Stock
Compensation Committee	Chairman	$5,000	Options to purchase $10,000 worth of shares of Common Stock (4)	Options to purchase $10,000 worth of shares of Common Stock
Compensation Committee	Other Member	$2,500	Options to purchase $5,000 worth of shares of Common Stock (4)	Options to purchase $5,000 worth of shares of Common Stock
Nominating/Corporate Governance Committee	Chairman	$3,500	Options to purchase $8,000 worth of shares of Common Stock (4)	Options to purchase $8,000 worth of shares of Common Stock
Nominating/Corporate Governance Committee	Other Member	$1,750	Options to purchase $3,500 worth of shares of Common Stock (4)	Options to purchase $3,500 worth of shares of Common Stock

(1)	Annual cash retainers are payable quarterly.

(2)	Initial equity grants are automatically granted on the date the director is elected or appointed as a director, chairman, member of a committee or chairman of a committee, as applicable.

(3)	The initial equity grant upon election or appointment as a director shall vest in 3 equal annual installments following the date of grant.

(4)

Each initial equity grant shall be pro-rated for the number of whole months remaining until the anniversary of the prior year’s stockholders’ meeting, rounded down to the nearest whole share and shall vest on the anniversary of the prior year’s stockholders’ meeting provided the director provides continuous service as a director through such date.

(5)

Annual equity grants are automatically granted on the date of each annual meeting of the Company’s stockholders and shall vest on the 1-year anniversary of the grant date provided the director provides continuous service as a director, member of the applicable committee or chairman, as applicable, through such date.

In addition, effective January 1, 2017, the following rules apply to initial and annual equity awards:

•

All of the awards will be automatically granted to each non-employee director in the form of non-statutory stock options issued under our 2013 Equity Incentive Plan;

•

The number of shares to be received in stock options is determined by using the Black-Scholes option valuation method to determine the value per option on the valuation date (which shall be the closing price of our common stock on the third trading day prior to the grant date);

•

All of the non-employee directors’ equity awards will become fully vested upon a Change in Control (as defined below) of our company; and

•

All such automatic director option grants to non-employee directors shall have a maximum term of ten years.

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 their 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 which 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 its parent) more than fifty percent (50%) of the total voting power represented by the voting securities of our company or such surviving entity or its 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 its 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.

Stockholder Communications with the Board of Directors

Stockholders wishing to communicate with the board of directors or with an individual member of the board of directors may do so by writing to the board of directors or to the particular member of the board of directors, care of the Corporate Secretary by mail to our principal executive offices, Attention: Corporate Secretary. The envelope should indicate that it contains a stockholder communication. All such stockholder communications will be forwarded to the director or directors to whom the communications are addressed.

EXECUTIVE OFFICERS

The following table provides information concerning our executive officers as of April 13, 2017:

Todd C. Brady, M.D., Ph.D. See biographical information set forth above under “Proposal 1 — Election of Directors — Nominees for Election as Class III Directors at the Annual Meeting.”

Stephen Tulipano has served as our Chief Financial Officer since June 2014. He has 30 years of accounting and financial experience, of which 17 years were focused on the pharmaceutical industry. Most recently, he held positions at Three Tulips Inc., an accounting and management advisory services firm, where he provided full-time accounting services and financial management counsel from September 2010 to June 2014. Prior to that, from April 2006 to July 2010, he served as Chief Financial Officer, Treasurer and Secretary of Javelin Pharmaceuticals where he helped lead the company through its acquisition by Hospira in 2010. Previously, he held the role of Director of Corporate Accounting at Biogen Idec. He has also held several accounting roles both within companies and accounting firms. Mr. Tulipano holds a B.S. in Business Administration and Accounting from Salem State College and an M.B.A. in Finance from the Sawyer School of Management at Suffolk University. He is also a Certified Public Accountant.

David J. Clark, M.D. has served as our Chief Medical Officer since January 2016. He has approximately 19 years of global industry experience in both pharmaceutical firms and biotechnology companies based in the United States and Europe. Prior to joining Aldeyra, Dr. Clark served as the Chief Medical Officer of Wilson Therapeutics, a privately-held biotechnology company developing novel pharmaceuticals to treat Wilson Disease, a rare autosomal recessive disorder of copper metabolism, from 2013 to 2015. Prior to that, from September 2011 to February 2013, he served as the Senior Vice President of Translational Medicine of TransTech Pharma, LLC, a privately held pharmaceutical company focused on the discovery and development of human therapeutics across a wide range of indications in several therapeutic areas, including metabolic, neuroscience, respiratory, ophthalmology and oncology. Previously, he held the role of Chief Medical Officer at NormOxys Inc., a privately held biotechnology company focused on the development of a new class of small molecule drugs for the treatment of oncology, cardiovascular and neuroscience indications. Dr. Clark has also held clinical leadership positions at Pfizer Inc. from 2001 to 2009 and at GlaxoSmithKline plc from 1997 to 2001. Dr. Clark received his medical degree from the University of Edinburgh, trained in internal medicine and conducted respiratory medicine academic research in the UK before moving into pharmaceutical industry research.

EXECUTIVE COMPENSATION

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, 2016, and our former Chief Operating Officer. We refer to these individuals as our named executive officers.


Name and Principal Position	Year		Salary ($)(1)		Stock Awards ($)(1)		Option Awards ($)(1)			Nonequity Incentive Plan Compensation ($)			Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)			Total ($)
Todd C. Brady, M.D., Ph.D.		2016		440,000		171,518		857,542			220,000	(2)		—		—			1,689,060
President and Chief Executive Officer		2015		400,000		—		528,034			144,000			—		4,564			1,076,598

Stephen J. Tulipano		2016		301,400		—		102,905			105,490	(2)		—		—			509,894
Chief Financial Officer		2015		274,270		—		146,676			94,050			—		—			514,996

David J. Clark, M.D. Chief Medical Officer(3)		2016		342,708		—		504,450			118,818	(2)		—		—			965,976

Scott L. Young		2016		330,750		—		34,302	(5)		—			—		131,231	(6)		496,283
Former Chief Operating Officer(4)		2015		315,000		—		58,670			88,200			—		—			461,870

(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 9 to our audited financial statements included in the 2016 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.

(2)	Represents amounts paid under our 2016 performance bonus plan paid in March of 2017.

(3)	Officer’s employment with us commenced on January 11, 2016.

(4)	Officer’s employment with us terminated on August 30, 2016.

(5)

In connection with Mr. Young’s termination, the Company extended the exercise period for all of Mr. Young’s vested options to August 30, 2017. The amount reported for option awards for 2016 includes the incremental fair value of these modified options determined in accordance with FASB ASC Topic 718.

(6)

Payments and benefits in the amount of $461,981 provided to Mr. Young upon the termination of his employment on August 30, 2016 consisted of: (i) continued payment of base salary for 12 months; (ii) a cash payment of $115,763 for his target cash incentive bonus; (iii) payment of his COBRA health insurance premiums of $4,794; (iv) vacation pay of $10,674; and (v) extension of the exercise period for all of Mr. Young’s vested options to August 30, 2017.

Narrative Explanation of Certain Aspects of the Summary Compensation Table

Employment Letters

In November 2013, we entered into a letter agreement with Dr. Brady that became effective upon our initial public offering in May 2014. We and Dr. Brady amended such letter agreement in February 2014. Dr. Brady’s base salary for 2017 is $479,600 and his target bonus is $239,800.

In June 2014, we entered into a letter agreement with Mr. Tulipano in connection with the commencement of his employment. Mr. Tulipano’s base salary for 2017 is $328,526 and his target bonus is $114,984.

In December 2015, we entered into a letter agreement with Dr. Clark in connection with the commencement of his employment. Pursuant to his letter agreement, Dr. Clark’ starting base salary is $350,000, and he will be eligible for an annual performance bonus with a target equal to 35% of his base salary, which was prorated for our fiscal year ending December 31, 2016, based on his start date of January 11, 2016. In addition, pursuant to his letter agreement, Dr. Clark was granted an option to purchase 100,000 shares of our common stock which will vest over four years of continuous service provided by him, with 25% vesting after his completion of 12 months of continuous service and the remainder vesting in equal monthly installments over an additional three years of service. Dr. Clark’s base salary for 2017 is $381,500 and his target bonus is $133,525.

We entered into a letter agreement with Mr. Young in November 2013, which was amended in May 2014. Mr. Young’s employment with the Company terminated effective as of August 30, 2016.

Except as described below under “Severance and Change in Control Benefits,” each of our named executive officers must remain employed with us through the date of payment to receive a bonus.

Each of our named executive officers is eligible to receive certain benefits in the event of a change in control or if his employment is terminated under certain circumstances, as described under “Severance and Change in Control Benefits” below.

Equity Compensation

We offer stock options, restricted shares and restricted stock units to our named executive officers as the long-term incentive component of our compensation program. We typically grant equity awards to new hires upon their commencing employment with us and provide additional grants annually.

In connection with his commencement of employment in January 2017, the compensation committee granted Dr. Clark an option to purchase 100,000 shares of the Company’s common stock at an exercise price equal to $6.76, the closing price per share of the Company’s common stock on The NASDAQ Capital Market on the date of grant. The option will become exercisable with respect to 25% of the shares after 12 months of continuous service with the Company, with the balance becoming exercisable in equal monthly installments over the next 36 months of continuous service thereafter.

In March 2016, Dr. Brady and Messrs. Tulipano and Young were each granted an option to purchase shares of common stock. The table below provides details regarding the foregoing grants.


Name	Number of Shares Underlying Option Grants			Exercise Price for Option Grants ($)
Todd C. Brady, M.D., Ph.D.		250,000	(1)(2)		4.59
Stephen J. Tulipano		30,000	(1)		4.59
Scott Young		10,000	(3)		4.59

(1)	Option vests in equal monthly installments over four years of service following January 1, 2016 provided the optionee provides continuous service to us through each such vesting date.

(2)

Dr. Brady was originally granted an option to purchase 300,000 shares of common stock. The number of shares of common stock covered by this original option grant inadvertently exceeded a limitation applicable to option awards under our 2013 Equity Incentive Plan, and 50,000 excess options were rescinded as of the grant date. Option was to vest in equal monthly installments over four years of service following January 1, 2016.

(3)	As of August 30, 2016, the date of Mr. Young’s termination of employment with us, he was vested in 4,167 of the shares subject to this option. The option expired with respect to the unvested shares as of such date.

In May 2016, Dr. Brady was granted a restricted stock unit award for 27,096 shares of common stock. The restricted stock unit vests in equal annual installments over four years of service following May 3, 2017 provided Dr. Brady provides continuous service to us through each such vesting date.

As discussed below under “Severance and Change in Control Benefits,” stock options granted to our named executive officers are generally subject to accelerated vesting in the event such officer is subject to an involuntary termination or if we experience a change in control.

Effective March 3, 2017, the compensation committee of our board of directors approved the grant of options to purchase 250,000 shares of our common stock to Dr. Brady; 220,980 shares of our common stock to Mr. Tulipano; and 155,656 shares of our common stock to Dr. Clark. The exercise price for each of the options was $5.10 per share, which was the closing price of our common stock on The NASDAQ Capital Market on March 3, 2017. The options vest in equal monthly installments over four years of service following January 1, 2017 provided the named executive officer provides continuous service to us through such vesting dates. In addition, effective March 3, 2017, the compensation committee of our board of directors granted a restricted stock unit award to Dr. Brady representing 136,806 shares of our common stock. This award vests in equal annual installments over four years of service following March 3, 2017.

Outstanding Equity Awards at Fiscal 2016 Year-End

The following tables show certain information regarding outstanding equity awards, including, but not limited to, restricted stock unit awards, held by our named executive officers as of December 31, 2016. Except as indicated in the footnotes below, options granted to our named executive officers are generally immediately exercisable with respect to all of the option shares (whether vested or unvested), subject to our repurchase right in the event that the executive’s service terminates before vesting in such shares. For information regarding the vesting acceleration provisions applicable to the options held by our named executive officers, please see “Severance and Change in Control Benefits” below.


	Option Awards													Stock Awards
Name	Grant Date		Number of Securities Underlying Unexercised Options (#) Vested			Number of Securities Underlying Unexercised Options (#) Unvested		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)		Option Expiration Date		Number of shares or unit of stock that have not vested (#)			Market value of shares or units of stock that have not vested (#)		Equity Incentive Plan Awards: number of unearned shares, units or other rights that have not vested (#)		Equity Incentive Plan Awards: market or payout value of unearned shares, units or other rights that have not yet vested ($)
Todd C. Brady		9/8/2013		176,049	(1)		16,035		—		0.552		9/7/2023		—			—		—		—
		9/8/2013		48,021	(2)		—		—		0.552		9/7/2023		—			—		—		—
		9/8/2013		32,953	(3)		—		—		0.552		9/7/2023		—			—		—		—
		10/30/2013		72,032	(4)		24,011		—		4.56		10/29/2023		—			—		—		—
		5/7/2014		38,034	(5)		38,034		—		8.00		5/6/2024		—			—		—		—
		6/3/2015		45,000	(6)		45,000		—		7.85		6/2/2025		—			—		—		—
		3/16/2016		62,500	(7)		187,500		—		4.59		3/15/2026		—			—		—		—
		5/3/2016		—			—		—		—		—		27,096	(8)		171,518		—		—

Stephen J. Tulipano		7/21/2014		42,276	(9)		25,366		—		4.99		7/20/2024		—			—		—		—
		6/3/2015		12,500	(6)		12,500		—		7.85		6/2/2025		—			—		—		—
		3/16/2016		7,500	(7)		22,500		—		4.59		3/15/2026		—			—		—		—

David J. Clark		1/11/2016		—	(10)		100,000		—		6.76		1/10/2026		—			—		—		—

Scott Young		6/22/2012		28,695	(11)		—		—		3.24		6/21/2022		—			—		—		—
		9/8/2013		48,021	(3)		—		—		0.552		9/7/2023		—			—		—		—
		6/3/2015		6,667	(6)		—		—		7.85		6/2/2025		—			—		—		—
		3/16/2016		4,167	(12)		—		—		4.59		3/15/2026		—			—		—		—

(1)	Option vests over four years of service following April 15, 2013, with 25% vesting upon completion of 12 months of service and in 36 equal monthly installments thereafter.

(2)	Option vested in three equal tranches upon the Company’s achievement of certain performance and market milestones.

(3)	Option vested in equal monthly installments over six months of service following April 1, 2013.

(4)	Option vests in equal quarterly installments over four years of service following October 30, 2013.

(5)	Option vests in equal annual installments over four years of service following May 7, 2014.

(6)	Option vests in equal monthly installments over four years of service following January 1, 2015 provided the optionee provides continuous service to us through each such vesting date.

(7)	Option vests in equal monthly installments over four years of service following January 1, 2016 provided the optionee provides continuous service to us through each such vesting date.

(8)	Restricted stock unit award vests in equal annual installments over four years of service following May 3, 2017 provided grantee provides continuous service to us through each such vesting date.

(9)	Option vests with respect to 25% of the shares after 12 months of continuous service with us following June 23, 2014, with the balance becoming exercisable in equal monthly installments over the next 36 months of continuous service provided thereafter.

(10)	Option vests with respect to 25% of the shares after 12 months of continuous service with us following January 11, 2016, with the balance becoming exercisable in equal monthly installments over the next 36 months of continuous service provided thereafter.

(11)	Option vests over four years of service following January 1, 2012, with 25% vesting upon completion of 12 months of service and in 36 equal monthly installments thereafter.

(12)	Option vests in equal monthly installments over four years of service following January 1, 2016 provided the optionee provides continuous service to us through each such vesting date. To the extent not exercised, the vested options will expire on August 30, 2017.

Severance and Change in Control Benefits

Pursuant to their letter agreements and offer letters, if we terminate the employment of any of our named executive without cause or if such executive resigns for good reason, then such named executive will be eligible to receive:

•

continued payment of base salary for 12 months (9 months in the case of Mr. Tulipano and Dr. Clark);

•

a lump-sum cash payment equal to the greater of such executive’s target bonus for the year in which such termination occurs or the actual bonus paid to the executive with respect to our most recently completed fiscal year;

•

payment by us of the monthly premiums under COBRA for such executive and their eligible dependents for up to 12 months (9 months in the case of Mr. Tulipano and Dr. Clark) following the termination of such executive’s employment; and

•

prior to the adoption of our Change in Control Plan (the CIC Plan) in March of 2017, in the case of Dr. Brady and Mr. Young, accelerated vesting and exercisability with respect to all equity or equity-based awards held by such executive officer as if such executive officer has completed an additional 12 months of service with us, and up to 12 months following such termination to exercise any then-outstanding stock options or stock appreciation rights.

Such payments are contingent on the officer’s executing and not revoking a release of claims against us.

“Cause” means an officer’s:

•

unauthorized use or disclosure of our confidential information or trade secrets;

•

material breach of any agreement with us;

•

material failure to comply with our written policies or rules;

•

conviction of, or plea of “guilty” or “no contest” to, a felony;

•

gross negligence or willful misconduct;

•

continuing failure to perform assigned duties after receiving written notification of such failure from our board of directors; or

•

failure to cooperate in good faith with a governmental or internal investigation of us or our directors, officers or employees if such cooperation has been requested.

“Good Reason” means a resignation within 12 months after one of the following conditions has come into existence with the officer’s consent, but only if such officer has provided us with written notice of such condition

within 90 days after it has come into existence and we have failed to cure such condition within 30 days after we receive such notice:

•

a reduction in such executive officer’s base salary or target bonus by more than 10%;

•

a material reduction of such executive officer’s authority, duties or responsibilities; or

•

a relocation of such executive officer’s principal workplace by more than 50 miles.

In addition, prior to the adoption of the CIC Plan in March of 2017, in the event that our company was subject to a change in control, all of the equity or equity-based awards granted to Dr. Brady would have become fully vested and exercisable, and, in the event that Dr. Clark was subject to an involuntary termination within 12 months of such a change in control, all of the equity or equity-based awards granted to Dr. Clark would have become fully vested and exercisable. A “change in control” means the consummation of a transaction in which any person acquires 50% or more of our voting stock; a sale of all or substantially all of our assets; our merger or consolidation; or replacement of a majority the members of our board of directors.

On March 28, 2017, the compensation committee of our board of directors approved and established the CIC Plan, which provides for the accelerated vesting for outstanding unvested equity awards held by our eligible employees are subject to a qualifying employment termination in connection with a change in control, including our executive officers. The CIC Plan provides for acceleration of 100% of the unvested equity held by our executive officers in the event the officer’s employment is terminated without cause, or the officer resigns for good reason, in each case within 3 months before or 12 months of a change in control. In connection with the adoption of the CIC Plan, Dr. Brady waived the “single trigger” acceleration of his equity awards on consummation of a change in control provided for in his offer letter.

For the purpose of the CIC Plan, the following terms have the definitions set forth below:

A termination for “cause” means termination by us of the executive officer’s employment by reason of the occurrence of any one or more of the following: (i) an act or acts of personal dishonesty taken by the executive officer and intended to result in substantial personal enrichment of the executive officer at the expense of the Company; (ii) repeated violations by the executive officer of the executive officer’s duties and obligations (other than as a result of incapacity due to physical or mental illness) which are demonstrably willful and deliberate on the executive officer’s part, which are committed in bad faith or without reasonable belief that such violations are in the Company’s best interests and which are not remedied in a reasonable period of time after receipt of written notice from the Company; (iii) indictment or plea of nolo contendere of the executive officer of a felony involving moral turpitude; or (iv) the material breach of the executive’s proprietary information and inventions agreement.

“Change in Control” means the occurrence of any of the following: (i) 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; (ii) the consummation of the sale or disposition by us of all or substantially all of our assets; (iii) the consummation of a merger or consolidation of our company with or into any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) more than fifty percent (50%) of the total voting power represented by the voting securities of our company or such surviving entity or its parent outstanding immediately after such merger or consolidation; or the Incumbent Board ceases 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 of the CIC Plan, 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 its 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.

“Good reason” means (i) a material diminution in the executive officer’s base compensation or target bonus by more than 10%, except in connection with company-wide cost reduction; (ii) a material diminution in the executive officer’s authority, duties or responsibilities with respect to our company or any successor or acquiring entity, including, without limitation, any requirement that an officer who is our chief executive officer report to anyone other than to the board of directors of the ultimate parent entity of the Company (the “Ultimate Parent”) or that an executive officer (other than our chief executive officer) report to anyone other than the chief executive officer of the Ultimate Parent; (iii) a breach of a material provision of the executive officer’s employment or other written agreement governing employment with us (it being understand that a change in title without the executive officer’s consent shall be a material breach); or (iv) a relocation of the executive officer’s principal workplace by more than 50 miles from where the executive officer performed services prior to the relocation, without the executive officer’s prior consent. However, good reason shall not exist unless (i) the executive officer has given written notice to us within 90 days of the initial existence of the good reason event or condition(s) giving specific details regarding the event or condition; (ii) we have failed to cure such event or condition within 30-days of receiving such notice, and (iii) the executive officer resigns within 30 days of the expiration of the 30-day cure period provided for in clause (ii) provided that we have not cured the event or condition.

The option granted to Mr. Tulipano in July 2014 will become fully vested and exercisable if he is subject to a termination without cause by us or voluntarily resigns for good reason, in each case as defined above, within 12 months after our change in control. A “change in control” means the consummation of a transaction in which any person acquires 60% or more of our voting stock; a sale of all or substantially all of our assets; our merger or consolidation; or replacement of a majority the members of our board of directors.

Mr. Young’s employment with the Company terminated effective as of August 30, 2016. Following such termination, pursuant to his letter agreement, upon execution of the general release, Mr. Young received the following severance benefits: (i) continued payment of base salary for a period of 12 months, equal to $330,750; (ii) his annual target bonus of $115,763; (iii) payment of his monthly COBRA premiums of $1,198.51 for 12 months; (iv) accrued vacation pay of $10,674; and (v) extension of the exercise period for all of Mr. Young’s vested options to August 30, 2017.

Employee Benefits and Perquisites

Our named executive officers will be eligible to participate in our health and welfare plans to the same extent as all full-time employees. We do not provide our named executive officers with perquisites or other personal benefits other than reimbursement of certain healthcare premiums, as described in the Summary Compensation Table.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of April 13, 2017 for:

•

each of our named executive officers;

•

each of our directors;

•

all of our current executive officers and directors as a group; and

•

each stockholder known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock.

The table below is based upon information supplied by officers, directors and principal stockholders and Schedule 13Gs and 13Ds filed with the SEC through April 13, 2017.

The percentage ownership is based upon 15,131,880 shares of common stock outstanding as of April 13, 2017.

Under the terms of certain outstanding warrants to purchase common stock, the holders of such warrants may not exercise the warrants to the extent such exercise would cause such holder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% of our then outstanding common stock following such exercise (subject to adjustment up to 14.99% upon the fulfillment of certain conditions), excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The disclosures and the footnotes below concerning the stockholders’ beneficial ownership percentage reflect these limitations.

For purposes of the table below, we deem shares of common stock subject to options or warrants that are currently exercisable or exercisable within sixty (60) days of April 13, 2017 and common stock subject to restricted stock unit awards that will vest within sixty (60) days of April 13, 2017 to be outstanding and to be beneficially owned by the person holding the options, warrants or restricted stock unit award for the purpose of computing the percentage ownership of that person, but we do not treat them as outstanding for the purpose of computing the percentage ownership of any other person. Except as otherwise noted, the persons or entities in this table have sole voting and investing power with respect to all of the shares of common stock beneficially owned by them, subject to community property laws, where applicable. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Aldeyra Therapeutics, Inc., 131 Hartwell Avenue, Suite 320, Lexington, Massachusetts 02421.


Name of Beneficial Owner	Number			Percentage
*5% or Greater Stockholders*
Perceptive Advisors LLC		2,833,483	(1)		18.73	%
Funds affiliated with Domain Associates, L.L.C.		1,992,955	(2)		13.17	%
FMR LLC		1,797,811	(3)		11.88	%
Johnson & Johnson Innovation-JJDC, Inc.		1,750,292	(4)		11.57	%
AWM Investment Company, Inc.		912,610	(5)		6.03	%

*Executive Officers and Directors*
Todd Brady, M.D., Ph.D.		628,270	(6)		4.00	%
Stephen Tulipano		94,111	(7)		*
David J. Clark, M.D.		51,631	(8)		*
Scott L. Young		101,056	(9)		*
Ben Bronstein, M.D.		50,880	(10)		*
C. Boyd Clarke		45,916	(11)		*
Martin J. Joyce		42,276	(12)		*
Gary Phillips, M.D.		43,310	(13)		*
Jesse Treu, Ph.D.		2,017,287	(14)		13.31	%
Neal Walker, D.O.		39,982	(15)		*
Richard H. Douglas, Ph.D		40,000			*
All current executive officers and directors as a group (10 persons)		3,053,663	(16)		19.04	%

*	Less than 1% of the outstanding shares of common stock.

(1)

Perceptive Advisors LLC and Joseph Edelman beneficially own 1,940,458 shares of Common Stock, 1,696,426 of which are held by Perceptive Life Sciences Master Fund Ltd, a private investment fund to which Perceptive Advisors LLC serves as the investment manager, and 244,032 of which are held in a trading account to which Perceptive Advisors LLC serves as the investment manager. Mr. Edelman is the managing member of Perceptive Advisors LLC. The foregoing information in this footnote is based on a Schedule 13G/A and a Form 4 filed by Perceptive Advisors LLC, Perceptive Life Sciences Master Fund Ltd and Joseph Edelman on February 14, 2017.

(2)

Consists of 10,358 shares of common stock held by Domain Associates, L.L.C., 1,973,389 shares of common stock held by Domain Partners VI, L.P. and 9,208 shares of common stock held by DP VI Associates, L.P. The managing members of Domain Associates, L.L.C. share voting and investment power with respect to the securities held by Domain Associates, L.L.C. The managing members of Domain Associates, L.L.C. are James Blair, Jesse Treu, Brian Dovey, Nicole Vitullo, Brian Halak and Kim Kamdar. The managing members of One Palmer Square Associates VI, L.L.C, the general partner of Domain Partners VI, L.P. and DP VI Associates, L.P., share voting and investment power with respect to the securities held by Domain Partners VI, L.P. and DP VI Associates, L.P. The managing member of One Palmer Square Associates VI, L.L.C. are James Blair, Jesse Treu, Brian Dovey and Nicole Vitullo. Each of James Blair, Jesse Treu, Brian Dovey, Nicole Vitullo, Brian Halak and Kim Kamdar disclaims beneficial ownership of the securities held by Domain Partners VI, L.P., DP VI Associates, L.P. and Domain Associates, L.L.C. except to the extent of his or her pecuniary interest therein, if any. The address

of Domain Associates, L.L.C., Domain Partners VI, L.P. and DP VI Associates, L.P. is: One Palmer Square, Suite 515, Princeton, NJ 08542. The forgoing information in this footnote is based on a Schedule 13G filed by Domain Partners VI, L.P. and DP VI Associates, L.P. on February 5, 2015.

(3)

Consists of (a) 1,211,252 shares held by Fidelity Select Biotechnology Portfolio and (b) 586,559 shares beneficially owned, or that may be deemed to be beneficially owned, by FMR LLC, certain of its subsidiaries and affiliates, and other companies. These accounts are managed by direct or indirect subsidiaries of FMR LLC. Abigail P. Johnson is a Director, the Vice Chairman and the President of FMR LLC. Members of the family of Edward C. Johnson 3d, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered in to a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Edward C. Johnson 3d nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act (Fidelity Funds) advised by Fidelity Management & Research Company, a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds’ Boards of Trustees. Fidelity Management & Research Company carries out the voting of the shares under written guidelines established by the Fidelity Funds’ Boards of Trustees. The address for Fidelity Select Portfolios: Biotechnology Portfolio is c/o Brown Brothers Harriman & Co., 525 Washington Blvd, Jersey City, NJ 07310. The address for Fidelity Advisor Series VII: Fidelity Advisor Biotechnology Fund is c/o State Street Bank & Trust, P.O. Box 5756, Boston, MA 02206. The foregoing information in this footnote is based on a Schedule 13G/A filed by FMR LLC, Abigail P. Johnson and Select Biotechnology Fund on February 14, 2017.

(4)

Linda Vogel, Investment Portfolio Manager, of Johnson & Johnson Innovation-JJDC, Inc. (JJDC) exercises voting and dispositive power over the shares held by JJDC. The address of JJDC is: 410 George St., New Brunswick, NJ 08901. The foregoing information in this footnote is based on a Schedule 13G filed by Johnson & Johnson Innovation — JJDC, Inc. and Johnson & Johnson on February 5, 2015.

(5)

AWM Investment Company, Inc., a Delaware corporation (AWM), is the investment adviser to Special Situations Cayman Fund, L.P. (CAYMAN), Special Situations Fund III QP, L.P. (SSFQP) and Special Situations Life Sciences Fund, L.P. (SSLS) (CAYMAN, SSFQP and SSLS will hereafter be referred to as the “Funds”). As the investment adviser to the Fund, AWM holds sole voting and investment power over 133,700 shares of Common Stock (the Shares) held by Cayman, 401,100 Shares held by SSFQP and 377,810 Shares held by SSLS. Austin W. Marxe (Marxe), David M. Greenhouse (Greenhouse) and Adam C. Stettner (Stettner) are members of: SSCayman, L.L.C., a Delaware limited liability company (SSCAY), the general partner of CAYMAN, MGP Advisers Limited Partnership, a Delaware limited partnership (MGP), the general partner of SSFQP and LS Advisers, L.LC., a New York limited liability company (LS). Marxe, Greenhouse and Stettner are also controlling principals of AWM. The principal business address for AWM is c/o Special Situations Funds, 527 Madison Avenue, Suite 2600, New York, NY 10022. The foregoing information is based on a Schedule 13G field by AWM on February 10, 2017.

(6)	Includes options to purchase 584,184 shares of common stock that may be exercised within 60 days of April 13, 2017 and 6,774 shares of common stock underlying time-based RSUs that are expected to vest and settle within 60 days of April 13, 2017.

(7)	Includes options to purchase 90,778 shares of common stock that may be exercised within 60 days of April 13, 2017.

(8)	Includes options to purchase 51,631 shares of common stock that may be exercised within 60 days of April 13, 2017.

(9)

Includes options to purchase 87,550 shares of common stock that may be exercised within 60 days of April 13, 2017. Mr. Young’s employment with the Company terminated on August 30, 2016. The number of shares held by Mr. Young as of April 13, 2017 are based on the number of shares acquired by Mr. Young through the exercise of options subsequent to such termination.

(10)	Includes options to purchase 33,936 shares of common stock that may be exercised within 60 days of April 13, 2017.

(11)	Includes options to purchase 30,416 shares of common stock that may be exercised within 60 days of April 13, 2017.

(12)	Includes options to purchase 24,332 shares of common stock that may be exercised within 60 days of April 13, 2017.

(13)	Includes options to purchase 33,935 shares of common stock that may be exercised within 60 days of April 13, 2017.

(14)

Includes options to purchase 24,332 shares of common stock that may be exercised within 60 days of April 13, 2017 and securities beneficially owned by Domain Partners VI, DP VI Associates, L.P. and Domain Associates LLC as set forth in footnote 1 above, for which Dr. Treu may be deemed to share voting and investment power. Dr. Treu disclaims beneficial ownership of the securities held by Domain Partners VI, DP VI Associates, L.P. and Domain Associates LLC except to the extent of his pecuniary interest therein, if any.

(15)	Includes options to purchase 33,732 shares of common stock that may be exercised within 60 days of April 13, 2017.

(16)	Includes options to purchase 907,276 shares of common stock that may be exercised within 60 days of April 13, 2017 and 6,774 shares of common stock underlying time-based RSUs that are expected to vest and settle within 60 days of April 13, 2017.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

In addition to the compensation arrangements with our directors and executive officers described elsewhere in this proxy statement, the following is a description of each transaction since January 1, 2016 and each currently proposed transaction in which:

•

we have been or are to be a participant;

•

the amount involved exceeds or will exceed $120,000; and

•

any of our directors, executive officers or holders of more than 5% of our capital stock, or any immediate family member of or person sharing the household with any of these individuals (other than tenants or employees), had or will have a direct or indirect material interest.

Employment Agreements

We have entered into offer letters with our named executive officers. For more information regarding these agreements, see the section of this prospectus entitled “Executive Compensation — Narrative Disclosure to Compensation Tables.”

Indemnification Agreements

We have entered into separate indemnification agreements with our directors and executive officers, in addition to indemnification provided for in our amended and restated certificate of incorporation and amended and restated bylaws. These agreements, among other things, provide for indemnification of our directors and executive officers for certain expenses, judgments, fines and settlement amounts, among others, incurred by this person in any action or proceeding arising out of this person’s services as a director or executive officer in any capacity with respect to any employee benefit plan or as a director, partner, trustee or agent of another entity at our request. We believe that these provisions in our amended and restated certificate of incorporation and amended and restated bylaws and indemnification agreements are necessary to attract and retain qualified persons as directors and executive officers.

Equity Grants and Awards to Executive Officers and Directors

We have granted equity to our executive officers and certain of our directors as more fully described in the section entitled “Management — Director Compensation” and “Executive Compensation.”

Policies and Procedures for Related Party Transactions

Pursuant to our code of conduct and audit committee charter, any related party transaction or series of transactions with an executive officer, director, or any of such persons’ immediate family members or affiliates, in which the amount, either individually or in the aggregate, involved exceeds $120,000 must be presented to our audit committee for review, consideration and approval. All of our directors and executive officers are required to report to our audit committee any such related party transaction. In approving or rejecting the proposed transactions, our audit committee shall consider the relevant facts and circumstances available and deemed relevant to the audit committee, including, but not limited to the risks, costs and benefits to us, the terms of the transaction, the availability of other sources for comparable services or products and, if applicable, the impact on a director’s independence. Our audit committee shall approve only those transactions that, in light of known circumstances, are not inconsistent with Aldeyra’s best interests, as our audit committee determines in the good faith exercise of its discretion.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires that our executive officers and directors and persons who own more than 10% of our common stock, file reports of ownership and changes of ownership with the SEC. Such directors, executive officers and 10% stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.

SEC regulations require us to identify anyone who filed a required report late during the most recent fiscal year. Based on our review of forms we received, or written representations from reporting persons, we believe that during fiscal 2016, all Section 16(a) filing requirements were satisfied on a timely basis.

AUDIT COMMITTEE REPORT

The information contained in the following report of Aldeyra’s audit committee is not considered to be “soliciting material,” “filed” or incorporated by reference in any past or future filing by us under the Securities Exchange Act of 1934 or the Securities Act of 1933 unless and only to the extent that Aldeyra specifically incorporates it by reference.

Review of Audited Financial Statements for the Year Ended December 31, 2016

The audit committee has reviewed and discussed with Aldeyra’s management and BDO USA, LLP the audited financial statements of Aldeyra for the year ended December 31, 2016. The audit committee has also discussed with BDO USA, LLP the matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees, as currently in effect and as adopted by the Public Company Accounting Oversight Board (“PCAOB”).

The audit committee has received and reviewed the written disclosures and the letter from BDO USA, LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the audit committee concerning independence, and has discussed with BDO USA, LLP its independence from us.

Based on the review and discussions referred to above, the audit committee recommended to the board of directors that the audited financial statements be included in the 2016 Annual Report for filing with the SEC.

Submitted by the audit committee of the board of directors:

Marty Joyce (Chair)

Ben Bronstein, M.D.

C. Boyd Clarke

OTHER MATTERS

We know of no other matters to be submitted at the Annual Meeting. If any other matters properly come before the Annual Meeting, it is the intention of the persons named in the proxy card to vote the shares they represent as Aldeyra may recommend.

It is important that your shares be represented at the Annual Meeting, regardless of the number of shares that you hold. You are, therefore, urged to vote at your earliest convenience on the Internet or by telephone as instructed, or by executing and returning a proxy card, if you have requested one, in the envelope provided.

THE BOARD OF DIRECTORS

Lexington, Massachusetts

April 24, 2017


		VOTE BY INTERNET - www.proxyvote.com
*ALDEYRA THERAPEUTICS, INC.* *131 HARTWELL AVE.* *LEXINGTON, MA 02421*		Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
		VOTE BY PHONE - 1-800-690-6903
		Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.
		VOTE BY MAIL
		Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.


TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
E27181-P91615 KEEP THIS PORTION FOR YOUR RECORDS
		DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

ALDEYRA THERAPEUTICS, INC.

For

All

Withhold All

For All

Except

To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.

The Board of Directors recommends you vote FOR the following:

Election of Two Class III Directors

☐

Nominees:

01) Todd C. Brady, M.D., Ph.D.

02) Martin J. Joyce

The Board of Directors recommends you vote FOR proposal 2.

For

Against

Abstain

To ratify the appointment of BDO USA, LLP as Aldeyra Therapeutics, Inc.’s independent registered public accounting firm for the year ending December 31, 2017.

☐

NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

Signature [PLEASE SIGN WITHIN BOX] Date

Signature (Joint Owners) Date

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com.

E27182-P91615

ALDEYRA THERAPEUTICS, INC.

Annual Meeting of Stockholders

June 8, 2017

This proxy is solicited by the Board of Directors

The undersigned hereby appoints Todd C. Brady, M.D., Ph.D. and Stephen Tulipano, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of Aldeyra Therapeutics, Inc. that the undersigned is entitled to vote at the Annual Meeting of Stockholders to be held at 10:00 AM, EDT on June 8, 2017, at the Offices of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, One Marina Park Drive, Suite 900, Boston, MA 02210, and any adjournment or postponement thereof.

This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations.

Continued and to be signed on reverse side