Mike Kelliher

About Mike Kelliher

Mike Kelliher, age 48, is Executive Vice President, Corporate Development and Strategy at Ardelyx (ARDX), having joined on March 25, 2024. He holds a Bachelor of Commerce from University College Cork (Ireland) and previously led business development and M&A at Horizon Therapeutics and held finance roles at Elan (now Perrigo) . 2024 corporate performance scored 92%, with Kelliher’s cash incentive payout at 92% of target ($182,160), reflecting the company’s pay-for-performance framework . During his initial period at Ardelyx, the company reported Q1 2024 product-related revenue of $45.6 million including IBSRELA $28.4 million and XPHOZAH $15.2 million, framing commercial execution context for corporate and individual goals set by the Compensation Committee .

Past Roles

Fixed Compensation

Performance Compensation

Annual Cash Incentive (FY2024)

The Committee set multi-category corporate goals across financial, regulatory, scientific, operational, strategic, and people factors; scoring authority included no/partial/full/above credit against weighted categories .

Equity Awards (New Hire Grants on March 25, 2024)

Equity program philosophy emphasized a 50/50 mix of time-vested options and RSUs, applying a 1.28:1 options-to-RSU ratio, benchmarked near the market 50th percentile and balancing dilution and retention considerations .

Vesting Schedule Detail (Insider Selling Pressure Indicators)

• RSU first vest: 40,000 shares on May 19, 2025; thereafter 10,000 shares each quarter on the company’s designated RSU dates (Feb 19; May 19; Aug 19; Nov 19), subject to continued service .
• Options: 25% cliff on March 25, 2025; remaining vest monthly over the next 36 months (1/48th monthly thereafter), subject to continued service .

Equity Ownership & Alignment

• Hedging/Pledging: Company policy prohibits hedging or pledging of company stock; no excise tax gross-ups; no repricing without stockholder approval .
• Clawback: Policy for recovery of erroneously awarded incentive compensation under SEC and Nasdaq standards in the event of accounting restatements .
• Initial Filing: Form 3 filed March 27, 2024 indicated no securities beneficially owned at appointment; subsequent new-hire grants as disclosed above .

Employment Terms

• Start date: March 25, 2024 .
• Agreement structure: Offer letter and a change-in-control/severance agreement (CEO has separate employment agreement) .
• Current Severance/Change-in-Control (2025 amended terms for NEOs other than CEO):
  • Termination unrelated to change-in-control: 12 months base salary; up to 12 months healthcare; accelerated vesting of equity equal to 3 months for each year of service, up to 12 months .
  • Double-trigger change-in-control (within 3 months prior to or 12 months after a CoC): Lump sum 1.5x (base salary + target bonus); up to 18 months healthcare; full accelerated vesting of outstanding equity; options exercisable up to 12 months post-termination or original expiry .
  • Definitions of “cause” and “good reason” summarized consistent with industry practice; includes material diminution, pay reduction, relocation >50 miles, or company breach with cure period .
• Estimated Payments as of 12/31/2024 (pre-amendment mechanics reflected in calculus at that date):
  • Unrelated to CoC: $330,000 base salary + $33,300 healthcare = $363,300 total .
  • In connection with CoC: $440,000 base salary + $198,000 target bonus + $811,200 RSUs + $33,300 healthcare = $1,482,500 total .

In 2025, Ardelyx entered amended and restated CIC/severance agreements for NEOs, enhancing multiples and healthcare durations and standardizing accelerated vesting provisions tied to tenure for non-CoC terminations .

Compensation Structure Analysis

• Mix and design: 2024 long-term incentives delivered 50% options / 50% RSUs for NEOs; Kelliher’s new-hire grant followed the same philosophy with time-based vesting rather than PSUs, indicating emphasis on retention and alignment with share price appreciation versus explicit performance-conditioned equity .
• Market positioning: Committee targeted the 50th percentile of market compensation and applied options-to-RSU ratio of 1.28:1, balancing volatility, dilution, and motivational effect .
• Annual incentive governance: Cash bonus program uses multiple corporate metrics; CEO is 100% corporate, other NEOs including Kelliher at 80% corporate / 20% individual; 2024 corporate score approved at 92% .
• Governance safeguards: Negative discretion on incentives, clawback policy, prohibition on hedging/pledging, no single-trigger vesting unless awards are not assumed, and no excise tax gross-ups; no repricing without stockholder approval .

Investment Implications

• Alignment: New-hire equity with meaningful RSU and option stakes, time-based vesting, and a prohibition on hedging/pledging support alignment; beneficial ownership is <1% but he has 121,147 shares exercisable/releasable within 60 days as of April 15, 2025, indicating growing exposure as awards vest .
• Retention and selling pressure: One-year cliffs on both RSUs and options created step-function vest events in 2025; ongoing quarterly RSU and monthly option vesting could be associated with periodic liquidity events—monitor Form 4 filings and standard vest timing on Feb/May/Aug/Nov for RSUs .
• Change-in-control economics: Double-trigger CoC severance at 1.5x salary+target bonus with full equity acceleration (plus extended healthcare) reduces transaction uncertainty and encourages retention through a strategic process—helpful given his M&A/BD remit .
• Pay-for-performance: Cash bonus structure with 80% corporate metrics and 2024 score of 92% signals linkage to operating execution; absence of PSUs suggests lower direct linkage to specific quantitative performance outcomes in equity, but options retain sensitivity to TSR .
• Governance quality: Clawback compliance, independent consultant benchmarking at market median, and anti-hedging/pledging policies reduce governance risk; no excise tax gross-ups is shareholder-friendly .