Gary Phillips
Aldeyra TherapeuticsAbout Gary M. Phillips
Gary M. Phillips, M.D., age 59, has served on Aldeyra’s Board since May 2009. He is Chief Business Officer of Anaveon AG (since May 2022) and Chairman of the supervisory board of Nanobiotix SA; prior roles include President & CEO of OrphoMed (2018–2022) and EVP & Chief Strategy Officer at Mallinckrodt (2013–2018). Earlier, he held senior roles at Bausch & Lomb, led global health at the World Economic Forum, served as President of Reckitt Benckiser Pharmaceuticals (now Indivior), and held executive positions at Merck KGaA, Novartis, and Wyeth; he began as a healthcare strategy consultant at Towers Perrin and a U.S. Navy medical officer (honorably discharged as lieutenant commander). Education: University of Pennsylvania M.D. (AOA), Wharton M.B.A., and B.A. in Biochemistry (summa cum laude, Phi Beta Kappa); maintains an active medical license.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OrphoMed, Inc. | President & CEO | 2018–2022 | Led biopharma strategy and execution |
| Mallinckrodt Pharmaceuticals plc | EVP & Chief Strategy Officer | 2013–2018 | Corporate strategy at multinational pharma |
| Bausch & Lomb | President, U.S. Surgical & Pharmaceuticals; Global Head of Pharmaceuticals | Not disclosed | Senior operating leadership |
| World Economic Forum (Geneva) | Head of Global Health | Not disclosed | Global health initiatives |
| Reckitt Benckiser Pharmaceuticals (now Indivior) | President | Not disclosed | Business leadership |
| Merck KGaA; Novartis; Wyeth (now Pfizer) | Executive roles | Not disclosed | Pharma operating experience |
| Towers Perrin (now Willis Towers Watson) | Healthcare strategy managing consultant | Not disclosed | Strategy consulting |
| United States Navy | Medical officer (LCDR) | Not disclosed | Military medical leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Anaveon AG | Chief Business Officer | Since May 2022 | Operating executive at private biotech |
| Nanobiotix SA | Chairman, Supervisory Board | Current | Public company board leadership |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Audit Committee. Compensation Committee members: Neal S. Walker, Gary M. Phillips (Chair), Nancy B. Miller-Rich; Audit Committee members: Martin J. Joyce (Chair), Ben R. Bronstein, Gary M. Phillips.
- Independence: Board determined all non-employee directors (including Phillips) are independent under Nasdaq rules; Audit Committee members (including Phillips) meet Rule 10A‑3 independence.
- Attendance and engagement: Board held 4 meetings in 2024; no director attended fewer than 75% of Board and committee meetings of which they were a member. Audit Committee held 4 meetings; Compensation Committee held 1 meeting (plus one unanimous written consent); Nominating/Corporate Governance Committee held 5 meetings (Phillips is not a member).
- Executive sessions: Independent directors hold separate regularly scheduled executive session meetings.
- Compensation Committee advisor: Pearl Meyer engaged since January 2015; reports directly to the Committee; Compensation Committee believes no conflicts of interest under SEC/Nasdaq standards.
- Interlocks: No Compensation Committee interlocks or insider participation disclosed.
Fixed Compensation
| Component (Director) | Amount | Basis/Notes |
|---|---|---|
| Annual cash retainer (Director) | $40,000 | Paid quarterly per director compensation plan |
| Audit Committee – Member fee | $3,750 | Paid annually per plan (Phillips is a member) |
| Compensation Committee – Chair fee | $5,000 | Paid annually per plan (Phillips is Chair) |
| 2024 Cash Fees – Phillips | $48,750 | Reported in Director Compensation table |
Notes on plan changes: Board Chair cash retainer increased to $20,000 in March 2025; initial/annual director option grant values increased (Director: initial $130,000; annual $116,000 cap 70,000 shares). These do not affect 2024 reported fees.
Performance Compensation
| Award | Grant Date | Shares | Exercise Price | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|---|
| Non-employee director option | June 4, 2024 | 46,359 | $4.09 | $141,268 | Annual grants generally vest on 1-year anniversary; plan terms as disclosed |
Additional equity position:
- Options outstanding as of Dec 31, 2024: 249,264 shares (Phillips).
Plan mechanics:
- Annual equity grants are automatically granted on annual meeting date and vest on 1-year anniversary (continuous service required). Initial grants pro-rated to next annual meeting; exercise price at or above closing price on grant date; annual grant capped at 70,000 shares.
Performance metrics tied to director compensation: None disclosed (director equity is time-based options rather than performance-conditioned RSUs/PSUs).
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict |
|---|---|---|---|
| Nanobiotix SA | Chairman, Supervisory Board | Not disclosed | No Aldeyra-related transactions disclosed; Audit Committee oversees related party reviews |
| Anaveon AG | Chief Business Officer | Not applicable | Operating role at another biotech; no Aldeyra-related transactions disclosed |
Expertise & Qualifications
- Medical, strategy, and operating expertise across multinational pharma and biotech; advanced degrees (M.D., M.B.A., B.A. biochemistry) and active medical license.
- Meets Nasdaq independence; Board states Audit Committee members meet financial literacy; Mr. Joyce designated “audit committee financial expert” (Phillips not designated as such).
- Committee leadership experience (Compensation Chair) including oversight of clawback policy and equity/benefit plan administration.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Gary M. Phillips, M.D. | 217,717 | <1% | Based on 59,895,588 shares outstanding (includes options exercisable within 60 days) |
Policies:
- Hedging prohibited; pledging requires prior clearance from securities compliance officer. No hedging/pledging by Phillips disclosed.
- Audit Committee reviews and approves/ratifies related person transactions.
Governance Assessment
- Strengths: Long-tenured independent director (since 2009) with deep pharma strategy and operating experience; Chair of Compensation Committee with independent consultant (Pearl Meyer) and formal clawback policy oversight; consistent meeting attendance; member of Audit Committee with independent oversight of auditors and risk (including IT/cyber). These factors support board effectiveness and investor confidence.
- Alignment: Mixed cash/equity structure; 2024 cash fees of $48,750 and option grant valued at $141,268; substantial outstanding director options (249,264) tie pay to shareholder outcomes.
- Potential risks/RED FLAGS to monitor: External leadership roles (Nanobiotix SA chair; Anaveon AG CBO) could present time-commitment constraints; no related-party transactions disclosed, but Audit Committee oversight is in place. Hedging prohibited and pledging restricted, reducing misalignment risk. No attendance shortfalls or interlocks noted.
Overall, Phillips appears independent and appropriately engaged, with compensation practices that blend cash retainer and at-risk equity, and governance structures (clawback, insider trading, audit oversight) that mitigate conflict and alignment risks.