Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

(d) January 13, 2020, based upon the recommendation of the Nominating/Corporate Governance Committee of the Board of Directors (the "Board") of Aldeyra Therapeutics, Inc. ("Aldeyra"), the Board elected Nancy Miller-Rich as a Class I director, with her initial term expiring at Aldeyra's 2021 annual meeting of stockholders. In connection with Ms. Miller-Rich's election, and pursuant to the Company's bylaws, the Board has increased the number of directors to eight. A copy of the press release announcing the election of Ms. Miller-Rich is attached as Exhibit 99.1 and incorporated herein by reference.

Pursuant to Aldeyra's non-employee director compensation program, as a non-employee joining the Board, Ms. Miller-Rich was granted a non-statutorystock option to purchase 24,264 shares of Aldeyra's common stock on January 13, 2020 with an exercise price equal to the closing stock price of Aldeyra's common stock on The Nasdaq Capital Market on January 13, 2020. This option will vest ratably in annual installments over three years of service following the date of grant. She will also receive an annual fee of $30,000 for service as a director. In addition, she will be eligible to receive, upon the conclusion of each annual meeting of stockholders, a non-statutory stock option to purchase approximately $86,000 of Aldeyra's common stock on that date with an exercise price equal to the fair market value of Aldeyra's common stock on the grant date. Such annual grant will vest in full on the one-year anniversary of the grant date. Aldeyra's non-employee director compensation program is described in further detail in Aldeyra's Proxy Statement for its 2019 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 22, 2019 pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended.

Ms. Miller-Rich and Aldeyra will also enter into an indemnification agreement requiring Aldeyra to indemnify her to the fullest extent permitted under Delaware law with respect to her service as a director. The indemnification agreement will be in the form entered into with Aldeyra's other directors and executive officers. This form is attached hereto as Exhibit 99.2.

There is no arrangement or understanding between Ms. Miller-Rich and any other person pursuant to which Ms. Miller-Rich was appointed as a director. The Board has determined that Ms. Miller-Rich is an independent director in accordance with applicable rules of the Securities and Exchange Commission and the Nasdaq Stock Market.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits



Exhibit
  No.                                    Description

99.1          Aldeyra Therapeutics, Inc. Press Release, dated January 14, 2020.

99.2          Form of Indemnification Agreement between Aldeyra Therapeutics, Inc.
            and each of its directors and executive officers (incorporated by
            reference to Exhibit 10.1 to Amendment No. 2 to the Aldeyra
            Therapeutics, Inc.'s Registration Statement on Form S-1 (SEC File
            No. 333-193204) filed with the SEC on March 17, 2014).

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