Chip Clark
Aldeyra TherapeuticsAbout Chip Clark
William “Chip” Clark, age 56, was appointed as an independent Class I director of Aldeyra Therapeutics in April 2025; his initial term runs until the 2027 annual meeting. He holds an MBA from The Wharton School and a BA from Harvard, and brings more than three decades of biopharma leadership, including CEO roles and business development expertise . The Board determined he is independent under SEC and Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vibrant Biomedicines, Inc. | Co‑founder & Chief Executive Officer | Current (as of 2025) | Vaccine development leadership; strategic and business development |
| Genocea Biosciences, Inc. | President & Chief Executive Officer | 2011–2022 | Led clinical-stage biotech; operational and strategic execution |
| Vanda Pharmaceuticals Inc. | Chief Business Officer; Co‑founder | Co‑founded in 2004 (role thereafter) | Built commercial strategy and BD capabilities |
| Care Capital, LLC | Principal | Prior to Vanda (dates not specified) | Venture capital investing in biopharma |
| SmithKline Beecham (now GSK) | Various managerial roles | 10 years (dates not specified) | Early-career general management experience |
External Roles
| Company | Role | Public/Private | Notes |
|---|---|---|---|
| iBio Inc. | Director and Chairman of the Board | Public | Current as of 2025 |
| Vibrant Biomedicines, Inc. | Co‑founder & CEO | Private | Vaccine platform targeting bacterial pathogens |
Board Governance
- Independence: Board determined Clark is independent; all directors other than the CEO are independent under Nasdaq rules .
- Board leadership: Chair is Dr. Richard H. Douglas; CEO and Chair roles are separated .
- Committee assignments: As of the 2025 proxy, committee membership did not include Clark (Audit: Joyce, Bronstein, Phillips; Compensation: Walker, Phillips, Miller‑Rich; Nominating/CG: Joyce, Bronstein, Douglas) .
- Attendance: In 2024, the Board held four meetings; no director attended fewer than 75% of meetings (Clark joined in 2025) .
- Executive sessions: Independent directors hold regularly scheduled executive sessions .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual Board retainer (cash) | $40,000 | For non‑employee directors; applies to Clark |
| Audit Committee – Chair fee (cash) | $7,500 | If applicable |
| Audit Committee – Member fee (cash) | $3,750 | If applicable |
| Compensation Committee – Chair fee (cash) | $5,000 | If applicable |
| Compensation Committee – Member fee (cash) | $2,500 | If applicable |
| Nominating/CG Committee – Chair fee (cash) | $3,500 | If applicable |
| Nominating/CG Committee – Member fee (cash) | $1,750 | If applicable |
| Board Chair add’l retainer (cash) | $20,000 | Program increased in March 2025 (not applicable to Clark) |
Performance Compensation
| Equity Award | Grant Date | Size/Value | Strike | Vesting | Notes |
|---|---|---|---|---|---|
| Initial Option (director on-boarding) | Apr 17, 2025 | 76,760 options | Closing price on 4/17/2025 | Three equal annual installments | Granted upon joining the Board |
| Annual Option (director program) | At each annual meeting | ~$130,000 value (capped at 70,000 shares) | FMV per program | 1‑year cliff | Program increased to $130,000 in March 2025 |
| Change‑in‑Control (CIC) | n/a | Full vesting | n/a | Accelerates | Director option awards fully vest upon CIC per program |
| Option terms (program) | n/a | Options only | Exercise price set via program valuation | Max 10‑year term | Options are the sole director equity; Black‑Scholes used to size grants |
No director performance metrics (TSR/EBITDA/etc.) are tied to compensation; director equity awards are time‑based options only .
Other Directorships & Interlocks
| Entity | Relationship to ALDX | Potential Interlock/Conflict |
|---|---|---|
| iBio Inc. | External public company chaired by Clark | No ALDX-disclosed business ties; no interlocks disclosed |
| Vibrant Biomedicines | Private company led by Clark | No related‑party transactions disclosed by ALDX |
Expertise & Qualifications
- Strategic and business development expertise from Vanda and venture investing at Care Capital .
- CEO experience across multiple biotechs (Genocea; Vibrant Biomedicines) .
- Blue‑chip pharma foundation at SmithKline Beecham; formal training (Wharton MBA, Harvard BA) .
- Selected via the Nominating/CG Committee’s networked search in early 2024 to diversify Board skills; no search firm used .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Outstanding | Notes |
|---|---|---|---|
| Chip Clark | 0 | <1% | As of record date April 14, 2025; 59,895,588 shares outstanding |
| Initial Option Grant | 76,760 options | n/a | Granted April 17, 2025; vests over 3 years; not counted at the record date |
| Pledging/Hedging | Prohibited without prior clearance | n/a | Insider Trading Policy restricts hedging and pledging |
Governance Assessment
- Alignment: Cash pay is modest; equity is entirely in options with time‑based vesting, aligning director incentives with long‑term shareholder value .
- Independence & conflicts: Board and SEC/Nasdaq independence affirmed; no related‑party transactions or appointment arrangements; indemnification consistent with peers .
- Board effectiveness: Clark adds CEO and BD depth; committees currently stable without him; consideration to assign him to Compensation or Nominating could leverage his experience .
- Shareholder signals: Say‑on‑pay support was ~92% in 2024, indicating general investor acceptance of compensation practices; 2025 vote totals also show approval on a non‑binding basis (For: 18,847,620; Against: 7,919,279; Abstain: 181,465; broker non‑votes: 18,670,405) .
RED FLAGS
- None disclosed specific to Clark: no related‑party transactions; no pledging; independent status; standard indemnification only .
Additional Notes
- Director program mechanics: Option exercise price is generally set using program valuation (third trading day prior to grant) and Black‑Scholes sizing; Clark’s initial 8‑K grant used the grant‑day closing price .
- Board meeting participation: 2024 attendance thresholds met across directors; Clark joined in 2025 .