Elizabeth Grammer
ARDELYXAbout Elizabeth Grammer
Elizabeth Grammer, Esq., is Chief Legal and Administrative Officer at Ardelyx, serving in this role since January 2020, after previously serving as General Counsel from May 2014 to January 2020 and VP, Legal Affairs from December 2012 to May 2014 . She is 61 years old and also serves as Corporate Secretary per amended bylaws certifications and 8-K signatures . Her education includes a B.A. from Boston University and a J.D. from Stanford Law School; she has significant biotech legal leadership experience including prior GC roles and outside corporate counsel for multiple biopharma companies . No TSR, revenue or EBITDA performance metrics tied to her individual compensation were disclosed; company-wide bonus funding for 2024 was based on corporate goals with a 92% performance score .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Ardelyx | Chief Legal & Administrative Officer | Jan 2020–present | Oversees legal and administrative functions; serves as Corporate Secretary on filings |
| Ardelyx | General Counsel | May 2014–Jan 2020 | Led legal affairs during growth and regulatory milestones |
| Ardelyx | VP, Legal Affairs | Dec 2012–May 2014 | Built internal legal capabilities |
| Various biotech companies (incl. Ardelyx) | Independent outside corporate counsel | 2006–Dec 2012 (including Jan 2010–Dec 2012 for Ardelyx) | Provided corporate counsel services to public/private biotech companies |
| Trine Pharmaceuticals | Vice President & General Counsel | 2001–2006 | Corporate legal leadership at biopharma company |
| GelTex Pharmaceuticals (acquired by Genzyme) | Independent outside corporate counsel | 1998–acquisition | Counsel to biopharma company prior to acquisition by Genzyme (as stated) |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Sagimet Biosciences (Nasdaq: SGMT) | Director | Since May 2021 | Public company directorship |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus ($) | Actual Cash Bonus Paid ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 509,300 | 229,185 | 210,850 | 4,273 | 2,973,306 |
| 2023 | 463,300 | 200,000 (bonus per table) | — | 4,950 | 1,630,871 |
Notes:
- 2024 corporate goal performance score was 92%, informing bonus funding .
Performance Compensation
2024 Cash Incentive Program
| Metric category | Weighting | Target | Actual | Payout mechanics | Vesting |
|---|---|---|---|---|---|
| Financial, regulatory, scientific, operational, people goals | Not disclosed | Corporate objectives set annually | Corporate score 92% | Committee has full discretion; Elizabeth’s 2024 payout $210,850 vs target $229,185 | Cash (no vesting) |
2024 Equity Grants (Annual awards unless noted)
| Award type | Grant date | Shares/Units | Exercise price ($/sh) | Grant date fair value ($) | Vesting schedule |
|---|---|---|---|---|---|
| Stock Options | 1/16/2024 | 164,000 | 8.78 | 1,127,238 | Monthly over 4 years, time-based |
| RSUs | 1/16/2024 | 127,750 | — | 1,121,645 | Quarterly over 4 years on Feb 19/May 19/Aug 19/Nov 19, time-based |
Program design notes:
- 2024 long-term incentive mix: 50% options / 50% RSUs with option-to-RSU ratio of 1.28:1; awards sized near 50th percentile of market data and with dilution consideration .
2024 Realized Equity
| Transaction | Shares | Value realized ($) | Source |
|---|---|---|---|
| Options exercised | 219,937 | 1,601,636 | Difference between market price and strike on exercise date |
| RSUs vested | 70,092 | 484,161 | Vested units × market price at vest date |
Equity Ownership & Alignment
| Component | Amount | Details |
|---|---|---|
| Outstanding shares beneficially owned | 33,740 | Direct ownership |
| Shares exercisable/releasable within 60 days | 989,122 | Options/RSUs within 60 days |
| Total beneficial ownership | 1,022,862 | Sum of above |
| % of shares outstanding | <1% | As reported (“*”) |
| Unvested RSUs at 12/31/2024 | 95,810 | Market value $485,757 at $5.07/share |
| Options exercisable/unexercisable (key grants) | 37,583 / 126,417 | 1/16/2024 grant, strike $8.78, expires 1/16/2034 |
| Hedging/pledging | Prohibited | No short sales, derivatives, hedging, margin purchases or pledging allowed |
| Equity granting practices | Standardized timing | Annual grants typically in Q1; no option grants around MNPI filings in 2024 |
Employment Terms
| Type of Payment | Covered Termination (unrelated to CIC) | Covered Termination in connection with CIC |
|---|---|---|
| Base Salary | 381,975 | 509,300 |
| Target Bonus | — | 229,185 |
| RSU acceleration (value at $5.07/sh) | — | 736,722 |
| Option acceleration (intrinsic value at $5.07/sh) | — | 640,709 |
| Healthcare benefits (12 months COBRA) | 33,300 | 33,300 |
| Total | 415,275 | 2,149,216 |
Key provisions:
- No single-trigger vesting of equity upon change in control unless awards are not assumed; otherwise double-trigger applies .
- Clawback policy compliant with SEC/Nasdaq; recovery of erroneously paid incentive comp upon qualifying restatement .
- Prohibition on hedging/pledging aligns with shareholder interests .
- No excise tax gross-ups, no repricing of equity awards without shareholder approval under the Restated Plan .
Compensation Committee Analysis
- Committee membership: David Mott (Chair), Robert Bazemore, Muna Bhanji, Richard Rodgers; independent consultant Pearl Meyer supports the committee .
- 2024 actions: Average 9.5% salary increases to align with 50th percentile market data; established corporate goals across financial/regulatory/scientific/operational/people; approved 2024 LTI mix/options+RSUs with four-year vesting; corporate performance score 92% .
- Say-on-pay: Board recommends “FOR” in 2025 proxy . Historical example: 2020 say-on-pay approved; annual frequency selected by shareholders .
Investment Implications
- Alignment: Time-based equity mix (options and RSUs) and strict prohibitions on hedging/pledging reduce misalignment risk; clawback policy adds discipline .
- Retention and selling pressure: Four-year monthly/quarterly vesting creates regular liquidity events; 2024 option exercises (219,937 shares, $1.60M value realized) and RSU vesting ($484k) indicate periodic monetization capacity that may create modest selling cadence around vest dates .
- Change-in-control economics: Double-trigger structure; estimated CIC severance/acceleration package of ~$2.15M for Grammer is meaningful but not excessive relative to role, limiting windfall risk .
- Ownership: Beneficial ownership of ~1.02M shares including near-term exercisables/releasables (<1% of outstanding) suggests material personal exposure to share price, enhancing incentive alignment, with additional unvested RSUs and option overhang .
- Governance quality: Independent committee, use of external consultant, no repricing/gross‑ups, standardized grant timing and MNPI safeguards point to solid governance and lower compensation risk .