Nancy Miller-Rich
Aldeyra TherapeuticsAbout Nancy B. Miller-Rich
Independent director of Aldeyra Therapeutics (ALDX) since January 2020; age 66 as of April 14, 2025. Background includes senior commercial and business development leadership at Merck and Schering-Plough (direct P&L responsibility in $38B division; ~300 deals closed generating ~$10B of value creation). B.S. in Business Administration (Marketing), Ithaca College. Current public company directorship at 4D Molecular Therapeutics; prior boards include Intercept Pharmaceuticals and Kadmon Holdings. Core credentials: licensing/JV execution, global commercial development, and BD strategy in pharma .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merck Pharmaceuticals | Senior Vice-President, Global Human Health BD&L, Strategy and Commercial Support | Not disclosed | Direct P&L involvement in $38B division; ~300 deals; ~$10B value creation |
| Schering-Plough | SVP, Global Human Health BD&L, Strategy and Commercial Support | 2013–2017 | Global BD&L leadership |
| Schering-Plough (Consumer Care) | Group VP, Global New Ventures & Strategic Commercial Development | 2007–2013 | Strategic commercial development |
| Sandoz; Sterling Drug | Commercial and marketing roles | Not disclosed | Early commercial foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| 4D Molecular Therapeutics, Inc. | Director | Current | Public company board |
| Intercept Pharmaceuticals, Inc. | Director | Prior | Former public company board |
| Kadmon Holdings | Director | Prior | Former public company board |
| Various private/non-profit entities | Board member | Not disclosed | Not-for-profit/private boards |
Board Governance
- Independence: Board determined all non-employee directors, including Miller-Rich, are independent under Nasdaq rules; independent directors hold regular executive sessions .
- Committee assignments: Compensation Committee member; committee chaired by Gary M. Phillips, M.D.; other members: Neal S. Walker, D.O. .
- Other committees: Not listed on Audit Committee (Joyce chair; members Bronstein, Phillips) or Nominating/Corporate Governance Committee (Bronstein chair; members Joyce, Douglas) .
- Board leadership: Board chaired by Richard H. Douglas, Ph.D.; CEO and Chair roles are separated .
- Attendance: Board met 4 times in 2024; no director attended fewer than 75% of meetings of the Board and assigned committees .
- Executive sessions: Independent directors hold separate, regularly scheduled sessions .
Fixed Compensation
| Component | FY 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer (Director) | $40,000 | Paid quarterly |
| Committee membership fee (Compensation Committee) | $2,500 | Paid quarterly; member (not chair) |
| Total cash fees received | $42,500 | Reported “Fees Earned or Paid in Cash” |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Exercise Price | Grant-Date Fair Value | Vesting/Term |
|---|---|---|---|---|---|
| Non-statutory stock options (Annual grant) | June 4, 2024 | 42,018 | $4.09 | $128,040 | Annual equity grants vest on 1-year anniversary; director options have max 10-year term; equity fully vests upon Change in Control |
| Director equity program (policy) | Ongoing | Options only | N/A | Annual director grant sized by Black-Scholes; capped at 70,000 shares/yr | Exercise price at close 3 trading days prior; automatic grants at annual meeting |
No director performance metrics (TSR/EBITDA/revenue goals) are tied to director compensation; awards are options with time-based vesting .
Other Directorships & Interlocks
- Current: 4D Molecular Therapeutics (public) .
- Prior: Intercept Pharmaceuticals; Kadmon Holdings (public) .
- Interlocks/conflicts: Company discloses no compensation committee interlocks; none of ALDX executives served on boards of entities with reciprocal executive officers on ALDX’s Compensation Committee . No related-party transactions involving Miller-Rich were disclosed .
Expertise & Qualifications
- Deal-making and BD&L leadership (approx. 300 deals; ~$10B value creation) .
- Senior commercial P&L responsibility in $38B pharma division .
- Broad licensing, joint ventures, global commercial development experience .
- Education: B.S. Business Administration, Marketing (Ithaca College) .
Equity Ownership
| Measure | Value | Detail |
|---|---|---|
| Total beneficial ownership | 144,074 shares | Includes options exercisable within 60 days |
| % of shares outstanding | <1% | Less than 1% of 59,895,588 shares outstanding |
| Options exercisable within 60 days | 143,152 | As of April 14, 2025 |
| Options outstanding (total) | 185,170 | As of Dec 31, 2024 |
| Unexercisable (indicative) | 42,018 | Matches June 4, 2024 annual grant (vesting after 1 year) |
Hedging and pledging: Company policy prohibits hedging and restricts pledging without prior clearance; no pledging by Miller-Rich disclosed .
Insider Trades
| Date | Filing | Underlying Action | Notes |
|---|---|---|---|
| Oct 21, 2024 | Late Form 4 | Purchases executed in 2021 | Transactions executed under investment advisor discretion in a managed account, without Miller-Rich’s knowledge; corrected via late filing |
Governance Assessment
-
Strengths:
- Independent director with deep BD&L/commercial expertise; serves on Compensation Committee; board separation of Chair and CEO roles .
- Attendance adequate (≥75%); independent directors hold executive sessions .
- Director equity paid primarily in stock options with time-based vesting, aligning with shareholder value creation; robust clawback policy and trading restrictions .
- Shareholder support: 2024 say‑on‑pay approval ~92%, signaling investor comfort with compensation governance .
-
Watch items / potential red flags:
- Late Form 4 filing (corrected) indicates a control lapse around managed-account trades; monitor Section 16 compliance and advisor arrangements to prevent recurrence .
- Low direct ownership (<1%) despite large option holdings; alignment relies on option value rather than significant common share ownership .
- Private consultancy (Miller-Rich Associates) presents theoretical related‑party risk if ALDX were to engage clients with overlapping interests; ALDX policy requires Audit Committee review of any such related-party transactions; none disclosed .
-
Compensation Committee governance:
- Committee entirely independent; chaired by Gary Phillips; uses independent consultant Pearl Meyer; no interlocks or consultant conflicts disclosed .
Overall: Governance profile is solid with independence, committee service, and compliant policies. The primary investor-confidence considerations are ensuring tight Section 16 controls and maintaining transparency around any consultancy-related engagements. Say‑on‑pay outcomes and equity-heavy director pay structure are supportive signals .