Adrian Adams
Akebia TherapeuticsAbout Adrian Adams
Adrian Adams is Akebia’s independent Board Chair (Class III), age 74, serving since the Keryx merger in December 2018; his term runs through the 2026 annual meeting . He holds a degree from the Royal Institute of Chemistry at Salford University and brings 30+ years of pharma/biotech leadership, including multiple CEO roles . The Board explicitly deferred retirement for Mr. Adams in March 2025 given his contributions, notwithstanding a general guideline retirement age of 72 . He serves as an independent director under Nasdaq rules; all directors other than the CEO are independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Impel Pharmaceuticals, Inc. | Chief Executive Officer & Chairman | Jan 2020 – Nov 2023 | Led company; public biotech |
| Aralez Pharmaceuticals Inc. | Chief Executive Officer; Director | 2016 – 2019 | Company underwent restructuring proceedings in 2018; U.S. subs filed Chapter 11 |
| POZEN, Inc. | Chief Executive Officer; Director | 2015 – 2016 | Combined with Tribute to become Aralez in 2016 |
| Auxilium Pharmaceuticals, Inc. | CEO, President, Director | 2011 – 2015 | Sold to Endo International plc in 2015 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Talphera, Inc. | Chairman of the Board | Current (as disclosed) | Current board leadership role |
Board Governance
- Board leadership structure separates CEO and Chair; Adams serves as independent Chair to drive agenda-setting, executive sessions, and oversight .
- Independence: Board determined all directors except CEO are independent; Adams is independent .
- Attendance: Board met seven times in 2024; each director attended at least 75% of Board and committee meetings they served, and all directors attended the 2024 annual meeting .
- Executive sessions: Policy to hold independent director sessions at generally every regular Board meeting .
| Committee | Adams Assignment | Chair? |
|---|---|---|
| Audit Committee | Not a member | — |
| Compensation Committee | Member | No (Chair is Cynthia Smith) |
| Nominating & Corporate Governance | Not a member | — |
| Research & Development | Not a member | — |
Fixed Compensation
| Component | 2024 Amount/Structure |
|---|---|
| Annual Board Cash Retainer | $50,000 |
| Additional Cash Retainer – Chairperson | $35,000 |
| Committee Member Retainer – Compensation | $7,500 |
| Other committee member retainers (for reference) | Audit $10,000; Nominating & Corporate Governance $5,000; R&D $5,000 |
| Committee Chair retainers (for reference) | Audit $20,000; Compensation $15,000; Nominating & Corporate Governance $10,000; R&D $10,000 |
| Adams 2024 Cash Fees Earned | $92,500 |
Performance Compensation
- Annual director equity program (2025): Option grant of 53,600 shares and 35,700 RSUs; 1-year vesting; options have 10-year term and are granted at fair market value .
- Initial director equity grant (at appointment): Option grant of 214,400 shares; vests 1/3 at first anniversary and remainder quarterly to 3 years; options at fair market value .
- Change-of-control: If awards are not assumed/continued in a transaction, unvested Initial/Subsequent Awards vest in full at the change in control; no automatic vesting if assumed .
- Non-employee director annual compensation cap: $750,000 (incumbents); $1,000,000 in initial year; exceptions only by Board in extraordinary circumstances .
| Item | 2024 Grant Fair Value ($) | Holdings as of 12/31/2024 (#) |
|---|---|---|
| RSUs (time-based) | $32,100 | 30,000 RSUs |
| Stock Options (time-based) | $40,733 | 195,400 options |
Other Directorships & Interlocks
- Current public company board service: Chairman at Talphera, Inc. .
- Compensation Committee Interlocks: Company discloses no interlocks or insider participation; no reciprocal executive/director roles with entities having cross-compensation oversight .
Expertise & Qualifications
- Senior operating leadership across specialty pharma and biotech, including CEO roles and commercial/strategic execution experience .
- Prior senior marketing and general management roles at Novartis, SmithKline Beecham, and Imperial Chemical Industries (AstraZeneca) .
- Formal scientific education (Royal Institute of Chemistry at Salford University) .
Equity Ownership
| Measure | Amount |
|---|---|
| Total Beneficial Ownership | 285,200 shares (<1%) |
| Shares Owned Directly | 134,800 shares |
| Options Exercisable Within 60 Days (3/31/2025) | 150,400 shares |
| RSUs/Options Outstanding (12/31/2024 disclosure) | 30,000 RSUs; 195,400 options |
| Hedging/Pledging | Prohibited by Insider Trading Policy and governance practices |
Governance Assessment
- Positives:
- Independent Board Chair with a clear separation from management enhances oversight and investor confidence .
- Strong independence posture (all non-CEO directors independent) and regular executive sessions of independent directors improve board effectiveness .
- Director equity and compensation are bounded by formal caps, with anti-repricing, minimum vesting (1 year), no evergreen, and clawback acceptance for plan participants—stockholder-friendly features that mitigate pay risk and dilution .
- Attendance was robust in 2024 (≥75%), signaling engagement; committees met regularly (Audit 5; Compensation 4; Nominating & Corporate Governance 5; R&D 4) .
- Watch items / potential concerns:
- Retirement deferral beyond guideline age (72) for Mr. Adams and Dr. Gilman—appropriate per Board judgment but warrants ongoing performance/engagement monitoring .
- Prior bankruptcy involvement at Aralez in 2018 (restructuring and Chapter 11 filings) may be viewed as a historical risk indicator; consider context and learnings in evaluating oversight of strategy/risk .
- 2025 director equity grant sizes increased versus prior program (options from 45,000 to 53,600; RSUs from 30,000 to 35,700), which can raise dilution/overhang considerations even with guardrails; alignment depends on stock performance and continued governance discipline .
Related-Party & Conflict Checks
- Policy requires Audit Committee/Board review and approval of related-person transactions above the threshold; revised in June 2024 to reflect best practices .
- Proxy discloses selected arrangements (e.g., with former executive) but does not list any related-person transactions involving Adrian Adams .
Director Compensation Structure Analysis
- Mix: Cash retainers (Board + Chair + committee role) plus annual time-based options and RSUs for directors; no meeting fees disclosed .
- Governance features: No automatic vesting on change-in-control if assumed; clawback acceptance for plan participants; prohibition on hedging/pledging; no liberal share recycling; no option/SAR repricing without stockholder approval .
- Independent advisor: Pearl Meyer engaged to review director compensation in 2024 and 2025 .
Independence, Attendance & Engagement
| Attribute | Detail |
|---|---|
| Independence status | Independent director under Nasdaq rules |
| Board Chair | Independent Chair; roles include agenda-setting, presiding over meetings and executive sessions, facilitating Board-management communication |
| Attendance (2024) | ≥75% of meetings attended by each director; Board met 7 times |
| Independent sessions | Generally held at every regular Board meeting |
| Years of service on AKBA Board | Since 2018; term ends 2026 |
Compensation Committee Analysis
- Members: Cynthia Smith (Chair), Adrian Adams, Steven C. Gilman; all independent .
- Responsibilities include executive compensation oversight, equity plan administration, succession planning, clawback oversight, and use of independent advisors .
- No compensation committee interlocks; no insider participation by executives on other boards in a way that creates interlocks .