Richard Douglas
Aldeyra TherapeuticsAbout Richard H. Douglas, Ph.D.
Independent director and Chair of the Board at Aldeyra Therapeutics (director since September 2016), age 72 as of April 14, 2025. Former Senior Vice President, Corporate Development at Genzyme (led corporate development 1989–2011) and earlier roles at Integrated Genetics (1982–1989). Education: B.S. in Chemistry (University of Michigan); Ph.D. in Biochemistry (UC Berkeley); postdoctoral fellowship in Leroy Hood’s lab at Caltech. Recognized for substantial scientific background and extensive M&A/strategic alliances experience in biopharma.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Genzyme Corporation | SVP, Corporate Development; led corporate development (acquisitions, licenses, financings, JVs, alliances) | 1989–2011 | Executive leadership in BD/M&A |
| Integrated Genetics (merged into Genzyme) | Science and corporate development roles | 1982–1989 | Early scientific and BD foundation |
External Roles
| Organization | Role | Public/Private | Tenure/Status | Committees/Notes |
|---|---|---|---|---|
| MaxCyte, Inc. | Chair of the Board | Public | Current (as of proxy filing) | Board leadership |
| Novavax, Inc. | Director | Public | Current (as of proxy filing) | Director |
| University of Michigan Innovation Partnerships | National Advisory Board member | Academic | Current (as of proxy filing) | Advisory role |
| Red Sky Partners LLC | Advisor | Private | Current (as of proxy filing) | Advisory role |
Board Governance
| Attribute | Detail |
|---|---|
| Board role | Chair of the Board (CEO and Chair roles separated) |
| Independence status | Independent director under Nasdaq rules (all non-employee directors independent) |
| Committee memberships | Nominating/Corporate Governance Committee member (committee chaired by Ben R. Bronstein, M.D.) |
| Not on Audit/Comp | Audit Committee: Joyce (Chair), Bronstein, Phillips ; Compensation Committee: Phillips (Chair), Walker, Miller‑Rich |
| Board/committee attendance | Company disclosed that no director attended fewer than 75% of Board and assigned committee meetings in 2024; Board met 4x; Nominating/CG met 5x; Audit met 4x; Compensation met 1x |
| Executive sessions | Independent directors hold regularly scheduled executive sessions |
| 2025 election results (Class II) | Votes For: 21,052,870; Withheld: 5,895,494; Broker non-votes: 18,670,405 |
Fixed Compensation
| Component | 2024 Plan Amount | March 2025 Update | 2024 Actual Cash Received |
|---|---|---|---|
| Director annual cash retainer | $40,000 | $40,000 | |
| Chair of Board cash retainer | $17,500 | $20,000 | |
| Nominating/CG Committee – member fee | $1,750 | $1,750 | |
| Total cash (plan basis) | $59,250 | $61,750 | |
| 2024 fees earned (actual) | $59,250 |
Notes: Annual cash retainers are payable quarterly.
Performance Compensation
| Element | 2024 Grant/Value | Terms |
|---|---|---|
| Annual director equity | Option to purchase $116,000 of common stock (Black‑Scholes value; capped at 70,000 shares) | Vests on 1‑year anniversary; non‑employee director awards vest fully upon Change in Control; options have max 10‑year term |
| Chair equity (annual) | Option to purchase $30,000 of common stock | Same vesting/term as above |
| Committee membership (Nominating/CG) equity (annual) | Option to purchase $3,500 of common stock | Same vesting/term as above |
| March 2025 update | Annual director equity value increased to $130,000 | Same structure |
| 2024 individual grant | Options for 51,915 shares at $4.09 exercise price (granted June 4, 2024) | Annual grants vest after 1 year; max 10‑year term; CIC single‑trigger full vesting for director equity |
| 2024 option award fair value (ASC 718) | $158,199 | As reported in director compensation table |
Additional program details:
- All non‑employee director equity awards are non‑statutory stock options valued using Black‑Scholes; exercise price equals closing price on the third trading day prior to grant; awards fully vest upon Change in Control; maximum option term 10 years.
Director Compensation (Summary – 2024)
| Type | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $59,250 |
| Option Awards (grant date fair value) | $158,199 |
| Total | $217,449 |
Other Directorships & Interlocks
| Company | Role | Sector/Notes |
|---|---|---|
| MaxCyte, Inc. | Chair of the Board | Life sciences instruments (public) |
| Novavax, Inc. | Director | Vaccines (public) |
| University of Michigan Innovation Partnerships | National Advisory Board | Academic/tech transfer |
| Red Sky Partners LLC | Advisor | Biopharma advisory |
No related‑party transactions involving Dr. Douglas are disclosed in the 2025 proxy; the company requires audit committee review/approval of any related‑party transactions above $120,000 and describes its RPT policy.
Expertise & Qualifications
- Deep BD/M&A expertise (led Genzyme corporate development for 22 years across acquisitions/licensing/JVs/alliances).
- Scientific credentials (Ph.D. Biochemistry; postdoc at Caltech in Leroy Hood lab).
- Public company board leadership (Chair of MaxCyte; Director at Novavax).
Equity Ownership
| Item | Amount |
|---|---|
| Total beneficial ownership (shares) | 363,746; less than 1% of outstanding shares (59,895,588) |
| Options exercisable within 60 days (included above) | 238,746 |
| Outstanding stock options (as of Dec 31, 2024) | 290,661 |
Notes: Beneficial ownership percentages are computed per proxy methodology; “less than 1%” is as disclosed. Options exercisable within 60 days are included in beneficial ownership; outstanding options reflect total director options outstanding as of year‑end.
Say‑on‑Pay & Shareholder Feedback (context for governance)
| Proposal (2025 Annual Meeting) | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Advisory vote on NEO compensation (Say‑on‑Pay) | 18,847,620 | 7,919,279 | 181,465 | 18,670,405 |
Director election (Douglas): 21,052,870 For; 5,895,494 Withheld; 18,670,405 Broker Non‑Votes.
Governance Assessment
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Strengths
- Independent board chair structure (CEO and Chair roles separated), enhancing oversight.
- Confirmed independence under Nasdaq; independent directors meet in executive session.
- Active Nominating/Corporate Governance Committee membership; committee met five times in 2024.
- Attendance: company disclosed no director fell below 75% of Board/committee meetings in 2024.
-
Incentives and Alignment
- Director pay mix emphasizes at‑risk equity via stock options; 2024 total $217,449 with $158,199 from options.
- Annual director equity value increased from $116,000 to $130,000 in March 2025; Chair cash retainer increased from $17,500 to $20,000, modestly raising fixed pay.
-
Watch items / potential red flags
- Director equity fully vests upon change in control (single‑trigger for directors), which some investors view as less aligned than double‑trigger.
- 2025 director election shows notable withhold votes (5.9M withheld for Dr. Douglas); investors may expect continued engagement on performance/governance.
- Option‑only director equity (time‑based vesting) lacks explicit performance conditions; however, options retain performance sensitivity to stock price.
-
Related‑party / conflicts
- 2025 proxy does not disclose any related‑party transactions involving Dr. Douglas; RPTs require audit committee approval per policy.
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Additional context
- Compensation Committee uses Pearl Meyer as independent advisor; no conflicts disclosed.
- Audit Committee chaired by a financial expert (Joyce); Dr. Douglas is not on Audit or Compensation committees, which supports independence of those oversight functions.