Ben Bronstein
Aldeyra TherapeuticsAbout Ben R. Bronstein, M.D.
Independent director of Aldeyra Therapeutics (ALDX) since 2010 (Class I director; age 75 as of April 14, 2025). Board-certified pathologist and dermatopathologist with 35+ years in life sciences operating and venture roles; previously served as ALDX CEO (Mar 2010–Jan 2012). Education: M.D. and M.B.A., Boston University; early career at Massachusetts General Hospital and Harvard Medical School faculty .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aldeyra Therapeutics | Chief Executive Officer | Mar 2010–Jan 2012 | Former CEO; experience considered in independence review |
| Sentien Biotechnologies | Interim Chief Medical Officer | 2016–2017 | Clinical leadership |
| Aclaris Therapeutics (public) | EVP, Clinical Development | 2017–2018 | Clinical development leadership |
| Stealth BioTherapeutics | Chief Medical Officer | (not dated) | R&D leadership |
| Wyss Institute, Harvard Med | Visiting Scholar | (not dated) | Translational innovation |
| Access BridgeGap Ventures | Senior Vice President | (not dated) | Life sciences investing |
| Multiple venture-backed cos. (Aldeyra/Neuron Systems, BioSurface Technology, Peptimmune, Vidus Ocular) | Founder/senior management | (various) | Company creation; several acquired (Genzyme, OPKO) |
| Massachusetts General Hospital; Harvard Medical School | Staff; Faculty | Early career | Academic medicine |
External Roles
| Organization | Role | Public/Private | Dates |
|---|---|---|---|
| Cleveland Diagnostics, Inc. | Non-executive Chair of Board | Private (not specified) | Through Jan 2024 |
| Other current public company directorships | — | — | None disclosed in ALDX proxy |
Board Governance
- Independence: Board determined all non-employee directors are independent; specifically reviewed Dr. Bronstein’s prior ALDX CEO service (2010–2012) and concluded he is independent under Nasdaq rules .
- Committees (2024): Audit Committee member; Nominating/Corporate Governance Committee Chair .
- Audit Committee qualifications: All members financially literate; committee met 4 times in 2024 .
- Nominating/Governance activity: Committee met 5 times in 2024; chaired by Dr. Bronstein .
- Attendance: Board held 4 meetings in 2024; no director attended fewer than 75% of applicable meetings .
- Board leadership: Chair is Dr. Douglas; CEO and Chair roles separated; independent director executive sessions held .
- Years of service on ALDX board: Since 2010 (15 years as of 2025) .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Cash retainer and committee fees ($) | 47,250 | 47,250 |
| Option awards grant-date fair value ($) | 143,145 | 139,151 |
| Total director compensation ($) | 190,395 | 186,401 |
Director fee schedule (non-employee) as disclosed:
- Annual cash: Director $40,000; Board Chair +$17,500; Audit Chair +$7,500; Audit member +$3,750; Compensation Chair +$5,000; Comp member +$2,500; Nominating/Gov Chair +$3,500; Nom/Gov member +$1,750 (payable quarterly) .
- Equity: Annual director option valued at $116,000 (Black-Scholes); committee/chair option values as listed; annual grants vest in 1 year; initial grants pro-rated and vest to the next annual meeting; options max 10-year term; change-in-control: full vesting of director options .
- 2025 updates: Annual director option increased to $130,000 and Board Chair cash retainer to $20,000 (March 2025) .
Performance Compensation
| Grant Date | Instrument | Shares/Units | Exercise Price | Grant-Date Fair Value | Vesting/Terms |
|---|---|---|---|---|---|
| Jun 30, 2023 | Non-statutory stock options | 24,058 | $8.39 | Included in $143,145 total 2023 option value | Annual director grant; 1-year vest; 10-year term |
| Jun 4, 2024 | Non-statutory stock options | 45,664 | $4.09 | Included in $139,151 total 2024 option value | Annual director grant; 1-year vest; 10-year term |
Notes:
- Director equity awards are options (no RSUs/PSUs for directors); annual grants automatically issued at each annual meeting; accelerate upon Change in Control .
Other Directorships & Interlocks
| Person/Entity | Connection | Potential Interlock/Conflict |
|---|---|---|
| None disclosed (current public boards) | — | No current public interlocks disclosed in the proxy |
Expertise & Qualifications
- Medical and business training (M.D., M.B.A., Boston University); board-certified pathologist/dermatopathologist .
- Founder/operator across multiple life sciences ventures; clinical/R&D leadership (CMO roles) and venture investing experience .
Equity Ownership
| Ownership Metric (as of Apr 14, 2025) | Value |
|---|---|
| Total beneficial ownership (shares) | 232,139 |
| % of shares outstanding | <1% |
| Options exercisable within 60 days | 203,891 |
| Outstanding director stock options at 12/31/2024 | 249,555 |
| Hedging/Pledging policy | Hedging prohibited; pledging requires pre-clearance per Insider Trading Policy |
Related-Party & Conflicts Check
- Related-party transactions: Proxy describes audit committee pre-approval policy; no specific related-party transactions involving Dr. Bronstein are listed for 2024–2025 .
- Independence affirmation despite prior ALDX CEO role (ended 2012); Board concluded independence under Nasdaq rules given elapsed time and other factors .
- Section 16 compliance: Only late Form 4 noted in 2024 was for another director (Miller-Rich); no delinquency noted for Dr. Bronstein .
Say-on-Pay & Shareholder Feedback (context)
- Say-on-pay support: ~92% approval at 2024 annual meeting; committee notes no significant investor concerns about equity program design .
Governance Assessment
- Strengths: Independent director with deep clinical, operating, and venture experience; chairs Nominating/Governance and serves on Audit (financially literate); solid attendance (≥75%) in 2024; compensation mix is primarily equity-linked (options) aligning with shareholder outcomes; robust anti-hedging and restricted pledging policy .
- Considerations: Long board tenure (since 2010) can attract investor scrutiny on independence, but Board explicitly reevaluated and affirmed independence given prior CEO role ended in 2012 and lack of other ties .
- Conflicts/Red Flags: None disclosed—no related-party transactions, no Section 16 issues, no pledging disclosed. Equity awards accelerate on Change in Control (standard) .
No material governance red flags identified for Dr. Bronstein based on latest ALDX proxy disclosures .