David Mott

About David Mott

David Mott, age 59 as of March 31, 2025, has served on Ardelyx’s board since March 2009 and as Chair of the Board since March 2014; the Board has determined he is independent under Nasdaq rules. He is currently a private investor through Mott Family Capital, and previously led NEA’s healthcare investing practice (2008–2020). His operating background includes President/CEO of MedImmune (2000–2008), CFO and COO roles there, Executive Vice President at AstraZeneca (2007–2008), and earlier healthcare investment banking at Smith Barney. He holds a B.A. in Economics and Government from Dartmouth College .

Past Roles

External Roles

Interlocks noted:

• Shared external board with Ardelyx director Richard Rodgers at Novavax (both serve on NVAX’s board) .
• Ardelyx director William Bertrand is COO of Adaptimmune while Mott serves as ADAP’s Chair (cross-company relationship) .

Board Governance

• Roles: Chair of the Board (presides over executive sessions and serves as liaison to management) .
• Committees: Chair of Compensation Committee; Member of Audit & Compliance Committee .
• Independence: Board determined all directors other than the CEO (Raab) are independent; current members of audit, compensation, and nominating committees meet heightened independence standards (Nasdaq/SEC/IRS) .
• Attendance: In 2024, Board met 9 times; Audit & Compliance 4; Compensation 3; Nominating 2. Each director attended at least 75% of aggregate meetings of the Board and their committees. All then-serving directors attended the 2024 annual meeting (except Dr. Lundberg who resigned at that meeting) .
• Compensation committee interlocks: None; no Ardelyx executive served on another company board/comp committee with reciprocal executives .
• Policies: Prohibitions on hedging, pledging, short sales, options/derivatives, and margin purchases under the Insider Trading Policy; Clawback policy for erroneously awarded incentive compensation applies to executives and may extend to awards under the equity plan .

Fixed Compensation

Program terms (non-employee directors):

• Annual cash retainer $50,000; additional $35,000 for non-employee chair; committee retainers: Audit $10,000 (member)/$20,000 (chair), Compensation $7,500 (member)/$15,000 (chair), Nominating $5,000 (member)/$10,000 (chair). Initial option grant: lesser of 200,000 shares or $300,000 value; annual option grant: lesser of 100,000 shares or $200,000 value. In 2025, the program increased chair retainer to $37,500 and shifted equity to a mix of options and RSUs with expected grant values $450,000 (initial) and $300,000 (annual), and introduced director RSU deferral elections .

2024 compensation for David Mott:

Outstanding director options (12/31/2024):

• 330,775 options outstanding; includes 110,000 options held for the benefit of entities associated with NEA (disclaimed except to pecuniary interest) .

Performance Compensation

• None disclosed for directors. Director equity is time-vested (options vest monthly; RSUs vest quarterly under the 2025 program). No performance metrics or TSR gates apply to director awards; change-in-control accelerates vesting of outstanding director awards immediately prior to consummation .

Other Directorships & Interlocks

Expertise & Qualifications

• Deep life sciences operating leadership (CEO/CFO/COO), venture investing leadership (NEA), and capital markets experience (investment banking) .
• Board leadership across multiple public biotech companies; brings strategic leadership and industry-specific expertise valued by Ardelyx .

Equity Ownership

Notes:

• Includes 110,000 options and 87,566 shares held for benefit of NEA-related entities; Mott disclaims beneficial ownership except to his pecuniary interest .
• Prohibitions on hedging and pledging apply company-wide; no director pledging disclosed .

Governance Assessment

Positives

• Independent director; chairs the Board and Compensation Committee; member of Audit & Compliance Committee, meeting heightened independence standards (Nasdaq/SEC/IRS) .
• Strong governance processes: independent compensation consultant (Pearl Meyer) affirmed independent; use of diverse committee oversight; executive sessions led by independent Chair .
• Attendance and engagement: Board/committee meeting cadence and minimum 75% attendance for all directors in 2024; annual meeting attendance by then-serving directors .
• Alignment: Elected stock in lieu of cash retainer in 2024 (17,322 shares); holds 2.346M beneficial shares including options; director equity accelerates only on change-in-control per plan; clawback framework in place .
• Investor sentiment: Say‑on‑pay received ~94% support at 2024 annual meeting, indicating broad shareholder approval of compensation practices .

Potential concerns and RED FLAGS

• Multiple concurrent public company leadership roles (Chair at ADAP and MRSN; Director at NVAX; Chair of ARDX Board) may raise capacity/overboarding concerns among investors despite valuable network effects. This is a signal to monitor for board effectiveness and time allocation.
• Interlocks: Shared external board at Novavax with another Ardelyx director (Rodgers), and cross‑company tie at Adaptimmune with Ardelyx director Bertrand (COO at ADAP). These relationships warrant monitoring for potential information flow or perceived conflicts; Board affirms independence, but transparency is important.
• Dilution oversight: As Compensation Committee Chair, Mott influences equity plan design. The 2025 proposal seeks a 10,000,000 share increase; overhang was 19.8% at YE2024, with projected ~24.0% in 2025 (or ~15.9% excluding out‑of‑the‑money options). Shareholder scrutiny of dilution and equity burn is likely at the annual meeting.
• NEA association: Some options/shares held for NEA-associated entities (disclaimed except to pecuniary interest); while disclosed and common for venture investors, it is prudent to monitor for related‑party dynamics.

References:
Director biography and external roles
Leadership structure and independence determination
Meeting counts and attendance disclosure
Audit & Compliance Committee composition and independence
Compensation Committee composition, chair role, and independence
Compensation consultant independence (Pearl Meyer)
Annual meeting attendance and related-party policy overview
Interlocks statement; Insider Trading Policy (hedging/pledging prohibitions)
Director compensation program (fees; annual/initial options)
2025 program changes (chair fee; RSUs; deferrals)
2024 Director Compensation Table; Mott fees; option grant; stock in lieu of cash; options outstanding
Say-on-Pay support (~94%) and philosophy
Clawback policy—recovery of erroneously awarded compensation
Equity plan features (no automatic CIC vesting; dividend limits; grant practices)
Equity Plan Amendment—10M share increase request
Overhang rates and modeling assumptions
Beneficial ownership table for directors/executives
Footnote on NEA-related holdings and disclaimer