Neal Walker
Aldeyra TherapeuticsAbout Neal S. Walker, D.O.
Independent director of Aldeyra Therapeutics (ALDX) since June 2013; age 55 as of April 14, 2025. Board‑certified dermatologist and serial biopharma entrepreneur; currently Chair of the Board and since January 2024 interim CEO at Aclaris Therapeutics (ACRS); previously Aclaris President & CEO until December 2022. Education: MBA (Wharton), D.O. (Philadelphia College of Osteopathic Medicine), B.A. Biology (Lehigh). The Board affirms his independence under Nasdaq rules and Rule 16b‑3 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vicept Therapeutics, Inc. | Co‑founder, President & CEO | 2009–2012 | Company acquired by Allergan |
| Octagon Research Solutions, Inc. | Co‑founder; Board Director (prior) | Not disclosed | Company acquired by Accenture |
| Trigenesis Therapeutics, Inc. | Chief Medical Officer | Not disclosed | Company acquired by Dr. Reddy’s Laboratories |
| Cutix Inc. (PreSun sunscreen) | Co‑founder/operator | Not disclosed | Brand acquired from Bristol‑Myers Squibb |
| Johnson & Johnson | Early pharma career | Not disclosed | Operating experience |
External Roles
| Organization | Role | Public/Private | Tenure/Notes |
|---|---|---|---|
| Aclaris Therapeutics, Inc. (ACRS) | Chair; interim CEO since Jan 2024; prior President & CEO through Dec 2022 | Public | Active; time‑intensive external leadership |
| Zoomi, Inc. | Board Director | Private | Current |
| Myota, Inc. | Board Director | Private | Current |
| Flexible Medical Systems LLC | Advisory Board | Private | Current |
Board Governance
- Committee memberships and independence:
- Compensation Committee member; Chair is Gary M. Phillips, M.D. The committee held 1 meeting in 2024 and acted by unanimous written consent once. Board determined Walker is independent (Nasdaq; non‑employee director Rule 16b‑3) .
- Not listed as member of Audit or Nominating/Corporate Governance Committees; Audit held 4 meetings (Chair: Martin J. Joyce, M.B.A.); Nominating held 5 meetings (Chair: Ben R. Bronstein, M.D.) .
- Attendance: Full Board met 4 times in 2024; no director attended fewer than 75% of Board and committee meetings. Independent directors hold regular executive sessions .
- Board leadership: Chair of Aldeyra’s Board is Dr. Richard H. Douglas; CEO and Chair roles are separated .
- Compensation consultant: Pearl Meyer engaged by Compensation Committee; reports directly; no conflicts under SEC/Nasdaq standards .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees (annual/committee) | $42,500 | Director retainer $40,000 plus Compensation Committee member retainer $2,500 |
| Option awards (grant date fair value) | $128,040 | Granted under Non‑Employee Director program |
| Total 2024 director compensation | $170,540 | Cash + option grant fair value |
| Annual program parameters (2024) | Director retainer: $40,000; Annual equity: option valued at $116,000; Committee member retainers: Audit $3,750; Comp $2,500; Nominating $1,750; Chairs have higher retainers and equity | |
| Program changes (March 2025) | Initial director equity increased to $130,000; Board Chair cash retainer increased to $20,000; annual equity capped at 70,000 shares |
Compensation mix: ~25% cash vs ~75% equity (option value) in 2024, indicating alignment with shareholder outcomes via equity‑based pay .
Performance Compensation
| Item | Detail |
|---|---|
| Director performance metrics tied to pay | None disclosed; director equity grants are time‑based stock options; annual grants vest after 1 year; initial director grants vest in 3 equal annual installments |
| 2024 Annual Grant specifics | 42,018 options granted on June 4, 2024; exercise price $4.09; options issued under 2023 Equity Incentive Plan; max term 10 years; fully vest on Change in Control |
Change‑of‑control terms: Non‑employee director options fully vest upon a Company “Change in Control” (single trigger); executive officers are under a separate CIC plan with double‑trigger acceleration around qualifying terminations .
Other Directorships & Interlocks
| Company | Interlock/Relationship | Governance Note |
|---|---|---|
| Aclaris Therapeutics, Inc. | Walker is Chair and interim CEO | External leadership role may increase time commitments; Aldeyra discloses committee interlocks: none of Compensation Committee members (including Walker) served as Aldeyra officers in prior 3 years; no reciprocal exec interlocks with other issuers |
| Aldeyra governance policy | Related‑party transactions | Transactions >$120,000 reviewed/approved by Audit Committee; policy aims to prevent conflicts; no specific related‑party transactions disclosed involving Walker |
Expertise & Qualifications
- Clinical/product development expertise; founder of multiple healthcare companies; dermatology board certification. Education: MBA (Wharton), D.O., B.A. Biology .
- Independence: Board determined Walker is independent (Nasdaq; Rule 16b‑3) .
Equity Ownership
| Metric (as of April 14, 2025 unless noted) | Amount | Ownership Detail |
|---|---|---|
| Beneficial ownership (incl. options exercisable within 60 days) | 204,188 shares | “Less than 1%” of outstanding shares (59,895,588) |
| Options exercisable within 60 days | 188,334 shares | Included in beneficial ownership |
| Total outstanding options held (all) | 230,352 shares | Non‑employee director options outstanding at 12/31/2024 |
| Hedging/Pledging | Hedging prohibited; pledging requires prior clearance under Insider Trading Policy |
Insider trades: On 08/22/2023, Walker exercised 9,604 options at $0.552 and held 15,854 common shares thereafter (Form 4 filed 08/24/2023) . Additional historical Form 4 filings (e.g., 06/09/2015 option grant; 06/12/2025 filing) are available on Aldeyra’s IR site/SEC archives .
Governance Assessment
- Independence and engagement: Board affirms Walker’s independence; he serves on the Compensation Committee; no director fell below 75% attendance in 2024; independent directors hold executive sessions—supports effective oversight .
- Alignment: Director pay is predominantly options; annual grants are time‑based, with full vesting on change‑of‑control; mix suggests alignment but single‑trigger vesting for directors is a potential red flag in sale scenarios (entrenchment concerns) versus double‑trigger best practice for executives .
- Conflicts/related‑party risk: No related‑party transactions involving Walker disclosed; Audit Committee reviews any >$120,000 transactions, mitigating conflict risk .
- Risk controls: Clawback Policy (executive incentive‑based compensation), hedging prohibition, and pledging restrictions with clearance requirements support investor alignment and reduce reputational risk .
- Time‑commitment signal: Concurrent role as Aclaris Chair and interim CEO implies significant external time demands; Board continues annual committee composition reviews to ensure effectiveness .