Stephen Machatha
Aldeyra TherapeuticsAbout Stephen Machatha
Stephen G. Machatha, Ph.D., age 48, is Chief Development Officer at Aldeyra Therapeutics (ALDX). He joined Aldeyra in January 2016, was promoted to SVP Technical Operations in January 2019, and to CDO in January 2021; prior roles include scientific and product development positions at Synageva (Alexion), Cubist (Merck), and CyDex (Ligand). He holds a Ph.D. in Pharmaceutical Sciences, an M.A. in Chemistry, and a B.Sc. in Chemistry from the University of Arizona . Aldeyra identifies him as core to development execution and retention risk, noting high dependence on his expertise alongside the CEO .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Aldeyra Therapeutics | VP, Chemistry Manufacturing & Controls | Start: Jan 2016 | Built CMC capabilities for advancing pipelines |
| Aldeyra Therapeutics | SVP, Technical Operations | Start: Jan 2019 | Led scale-up and operations across development programs |
| Aldeyra Therapeutics | Chief Development Officer | Start: Jan 2021 | Executive leadership over development portfolio |
| Synageva Biopharmaceuticals (acq. Alexion) | Scientific/Product Development roles | Not disclosed | Increasing responsibility in development functions |
| Cubist Pharmaceuticals (acq. Merck) | Scientific/Product Development roles | Not disclosed | Portfolio development roles |
| CyDex Pharmaceuticals (acq. Ligand) | Scientific/Product Development roles | Not disclosed | Formulation/technology development experience |
External Roles
No public company directorships or external board roles disclosed in filings reviewed .
Fixed Compensation
Multi-year compensation (Summary Compensation Table):
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Salary ($) | $377,250 | $392,340 |
| Stock Awards ($) | — | — |
| Option Awards ($) | $1,089,483 | $1,125,305 |
| Non-Equity Incentive Plan ($) | $113,175 | $156,936 |
| All Other Compensation ($) | $13,200 | $13,800 |
| Total ($) | $1,593,108 | $1,688,381 |
2025 compensation decisions (approved March 2025):
| Metric | 2025 Value |
|---|---|
| Base Salary ($) | $400,000 |
| Target Cash Incentive ($) | $160,000 |
Additional notes:
- 2024–2025 perquisites: Company states executives do not receive personal perquisites; executives participate in standard health and welfare plans and ESPP .
- 2023→2024 base salary change: 4.0% increase for Dr. Machatha .
Performance Compensation
Annual Cash Incentive – 2024
| Metric | Weighting | Target | Actual | Payout ($) | Vesting |
|---|---|---|---|---|---|
| Corporate performance goals (specific metrics not disclosed) | Not disclosed | 40% of base salary ($156,936) | 100% attainment | $156,936 | Paid March 2025 |
Long-Term Equity Incentives – Options
| Grant Date | Shares | Exercise Price ($) | Vesting | Expiration |
|---|---|---|---|---|
| Mar 8, 2024 | 405,450 | 3.62 | Equal monthly installments over 4 years following Jan 1, 2024 | Mar 29, 2034 |
| Mar 4, 2025 (approved) | 202,427 | 6.17 | Equal monthly installments over 4 years following Jan 1, 2025 | Not disclosed |
Cash-Based Bonus Units (Contingent Awards)
| Grant Date | Units | Trigger | Payout Mechanics |
|---|---|---|---|
| Jul 15, 2022 | 69,473 cash-based bonus units (Machatha) | Acceptance by FDA of NDA for reproxalap | Cash payment per vested unit equal to closing price on payment date; vests in 4 annual installments or upon change-in-control |
Equity Ownership & Alignment
Beneficial ownership (as of April 14, 2025):
| Holder | Shares | % of Outstanding |
|---|---|---|
| Stephen G. Machatha, Ph.D. | 1,039,188 | 1.7% |
Outstanding equity awards (as of Dec 31, 2024):
| Type | Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | RSUs Unvested (#) | RSUs Market Value ($) |
|---|---|---|---|---|---|---|---|
| Option | Apr 5, 2016 | 35,000 | — | 4.60 | Apr 4, 2026 | — | — |
| Option | Mar 10, 2017 | 26,200 | — | 5.25 | Mar 9, 2027 | — | — |
| Option | Mar 1, 2018 | 45,573 | — | 8.35 | Feb 28, 2028 | — | — |
| Option | Mar 5, 2019 | 63,000 | — | 8.05 | Mar 4, 2029 | — | — |
| Option | Mar 2, 2020 | 135,560 | — | 3.78 | Mar 1, 2030 | — | — |
| Option | Apr 12, 2021 | 113,780 | 2,421 | 11.71 | Apr 11, 2031 | — | — |
| Option | Mar 30, 2022 | 182,291 | 67,709 | 4.52 | Mar 29, 2032 | — | — |
| RSU | Mar 30, 2022 | — | — | — | — | 32,198 | $160,668 (at $4.99) |
| RSU | Jul 15, 2022 | — | — | — | — | 92,803 | $463,087 (at $4.99) |
| Option | Feb 28, 2023 | 105,540 | 114,718 | 6.76 | Feb 27, 2033 | — | — |
| Option | Mar 8, 2024 | 92,915 | 312,575 | 3.62 | Mar 29, 2034 | — | — |
Alignment policies:
- Hedging prohibited; pledging requires prior clearance; Rule 10b5-1 trading plan constraints; quarterly and special blackout periods; pre-clearance required for officers .
- Clawback policy adopted per Nasdaq rules for erroneous incentive compensation .
- Stock ownership guidelines for executives not disclosed; no perquisites provided to NEOs .
Employment Terms
Severance and Change-in-Control (CIC) economics:
- If terminated without cause (or resigns for good reason for CEO; for Machatha, without cause): base salary continuation for 9 months; lump-sum cash equal to greater of target bonus for year of termination or actual bonus for most recent fiscal year; COBRA premiums for up to 9 months; subject to release .
- CIC Plan (amended and restated Aug 2021): 100% acceleration of unvested equity and performance-based cash unit awards upon termination without cause or resignation for good reason within 3 months before or 12 months after a CIC (double-trigger) .
- Good Reason and Cause definitions include reduction in base/bonus >10%, material diminution of duties, relocation >50 miles; and enumerated “Cause” grounds (confidentiality breach, felony, willful misconduct, etc.) .
Investment Implications
- Pay mix is equity-heavy, with sizable, multi-year, time-vested option grants (405,450 shares at $3.62 in 2024; 202,427 shares at $6.17 in 2025), vesting monthly over 4 years, supporting retention but creating steady potential supply as tranches vest . Trading risk is mitigated by blackout periods and pre-clearance requirements .
- Annual bonus is formulaic to corporate goals; 2024 paid at 100% of target (40% of base) indicating goals met, but specific operational metrics are not disclosed—limiting transparency of pay-for-performance linkages for investors .
- Ownership of 1.7% of outstanding shares aligns incentives; outstanding equity awards and RSUs provide future upside exposure, with full acceleration under double-trigger CIC potentially reducing post-transaction retention if not contractually addressed .
- Governance signals: clawback policy in place; hedging prohibited; pledging tightly controlled; say-on-pay support was ~92% in 2024—suggesting shareholder acceptance of compensation design despite option-centric LTI .
- Execution/retention risk: filings emphasize high dependence on Machatha’s development leadership; investors should monitor Form 4 activity for selling pressure and watch regulatory milestones tied to cash-based bonus units (NDA acceptance) as compensation-linked catalysts .