Merdad Parsey
ARDELYXAbout Merdad Parsey
Merdad Parsey, M.D., Ph.D., age 62, joined the Ardelyx board in April 2025 as a Class I director with a term expiring at the 2027 annual meeting. He is the former Chief Medical Officer of Gilead Sciences (2019–April 2025), previously led early clinical development at Genentech, was CEO of 3‑V Biosciences (now Sagimet BioSciences), held development roles at Sepracor, Regeneron and Merck, and served as Assistant Professor and Director of Critical Care Medicine at NYU School of Medicine. He holds a B.S. in microbiology/biochemistry (University of Maryland) and an M.D./Ph.D. in immunology (University of Maryland Baltimore), completed internal medicine residency at Stanford and pulmonary/critical care fellowship at University of Colorado .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gilead Sciences (GILD) | Chief Medical Officer | Nov 2019 – Apr 2025 | Led global clinical development and medical strategy |
| Genentech | SVP, Early Clinical Development | Oct 2015 – Nov 2019 | Advanced early‐stage pipeline programs |
| 3‑V Biosciences (now Sagimet BioSciences, SGMT) | President & CEO | Prior to Genentech tenure | Executive leadership of clinical programs |
| Sepracor; Regeneron; Merck | Development roles | Earlier career | Drug development across multiple indications |
| NYU School of Medicine | Assistant Professor; Director of Critical Care Medicine | Early academic career | Clinical leadership and teaching |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Sagimet BioSciences (SGMT) | Director | Current | Biopharma; prior CEO at predecessor 3‑V Biosciences |
| Arrivent Biopharma (AVBP) | Director | Current | Biopharma |
| Arcus Biosciences (RCUS) | Director | Prior | Prior board service |
| Gilead Foundation | Director | Prior | Prior board service |
Board Governance
- Independence: Ardelyx determined all directors other than the CEO (Raab) are independent under Nasdaq rules; Parsey is independent .
- Board class and term: Class I director; term expires at the 2027 annual meeting .
- Committee assignments: Appointed to the Nominating and Corporate Governance Committee effective June 18, 2025; Bertrand (chair) and Cadoret‑Manier also serve on this committee .
- Attendance/engagement: In 2024, the board met 9 times; committees met 4 (Audit & Compliance), 3 (Compensation), and 2 (Nominating). Each then‑serving director attended at least 75% of meetings; independent directors held regular executive sessions. (Parsey joined in 2025; 2024 attendance does not include him.) .
- Chair structure: David Mott is board chair; he presides over executive sessions and liaises with management .
- Director annual meeting attendance: Directors are encouraged to attend; all then‑serving directors attended the 2024 annual meeting (except Dr. Lundberg, who departed) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual base retainer (non‑employee director) | $50,000 | Paid around the annual meeting or pro‑rated upon appointment |
| Committee fees — Audit & Compliance | $10,000 member / $20,000 chair | Annual |
| Committee fees — Compensation | $7,500 member / $15,000 chair | Annual |
| Committee fees — Nominating & Corporate Governance | $5,000 member / $10,000 chair | Annual |
| Non‑employee chair retainer | $37,500 | Increased in 2025 Fourth Amendment (not applicable to Parsey) |
| Cash‑to‑stock election | In lieu of cash retainers | Directors may elect fully‑vested stock awards instead of cash; shares calculated using closing price on grant date |
Performance Compensation
| Equity Element | Grant Value/Size | Vesting | Notes |
|---|---|---|---|
| Initial equity grant (upon appointment) | Fair value $450,000; cap 200,000 shares | Options: 1/36 monthly; RSUs: 1/12 quarterly | Mix of options/RSUs determined by board; exercise price = closing price; change‑in‑control accelerates outstanding director awards |
| Annual equity grant (for continuing directors) | Fair value $300,000; cap 100,000 shares | Options: 1/12 monthly; RSUs: 1/4 quarterly | Granted at/after annual meeting; deferral available for RSU share delivery until fixed date, termination, or change‑in‑control |
| Stock options pricing | At‑market | 100% of fair market value on grant date | Standard plan rules; no repricing without shareholder approval |
| Equity deferral feature | Optional for RSUs | Deferral until fixed date/termination/CIC | Fourth Amendment enables RSU deferral elections |
Note: Director equity grants are time‑based; no performance‑conditioned metrics are disclosed for directors .
Other Directorships & Interlocks
- Current public boards: Sagimet BioSciences (SGMT) and Arrivent Biopharma (AVBP) .
- Prior public/non‑profit boards: Arcus Biosciences (RCUS) and Gilead Foundation .
- Interlocks/conflicts: No Ardelyx‑disclosed related‑party transactions involving Parsey; audit & compliance committee oversees related‑party approvals, and the Insider Trading Compliance Policy prohibits hedging, pledging, short sales, and derivatives .
Expertise & Qualifications
- Clinical/scientific expertise: Decades in clinical drug development and medical leadership; extensive scientific/medical experience cited as rationale for board fit .
- Education: B.S. (microbiology/biochemistry), M.D./Ph.D. (immunology); residency at Stanford; fellowship at University of Colorado .
- Industry experience: Leadership roles at Gilead, Genentech, Sagimet/3‑V; development roles at Sepracor/Regeneron/Merck .
Equity Ownership
| Holder | Outstanding Shares | Exercisable/Releasable Within 60 Days | Total Beneficial Ownership | % Ownership |
|---|---|---|---|---|
| Merdad Parsey, M.D., Ph.D. | 0 | 0 | 0 | <1% |
- Hedging/pledging: Company policy prohibits short sales, options/derivatives, hedging transactions, margin purchases, and pledging of company securities by directors .
- Ownership guidelines: No director stock ownership guidelines disclosed in the proxy; directors may elect stock in lieu of cash retainers and receive time‑vested equity grants .
Governance Assessment
- Strengths: Independent director with deep clinical development credentials; joins Nominating & Corporate Governance Committee; robust board policies (independence determinations, executive sessions, related‑party review) and prohibitions on hedging/pledging support investor alignment .
- Compensation/Alignment: Director pay combines fixed cash retainers with meaningful time‑based equity (initial $450k FV; annual $300k FV) and optional cash‑to‑stock elections, aligning with shareholder outcomes; no repricing without shareholder approval .
- Ownership signal: As a new director (April 2025), beneficial ownership was zero as of April 15, 2025; alignment expected to build through initial and annual equity grants .
- Committee capacity and independence: Appointment to Nominating & Corporate Governance adds governance oversight; committee independence affirmed under Nasdaq/SEC rules .
- RED FLAGS: None disclosed regarding related‑party transactions, hedging/pledging, or attendance; watch items include early‑tenure ownership (expected to normalize via equity grants) and time commitments across multiple boards (common in biopharma; no conflicts disclosed) .
Additional governance context:
- Independent compensation consultant (Pearl Meyer) engaged; independence affirmed; good practice for compensation oversight .
- 2024 Say‑on‑Pay support was ~94%, indicating broad shareholder endorsement of executive pay framework (contextual governance signal) .