Muna Bhanji
ARDELYXAbout Muna Bhanji
Independent Class III director of Ardelyx since March 2021; age 62. Founder and principal of Tiba Global Access, LLC (since January 2021). Former Merck executive with 35 years of U.S. and global commercial leadership, including SVP, Global Market Access (2010–2021) and SVP, Hospital & Specialty Franchises (2014–2017). Education: B.Sc. Pharmacy (Rutgers), MBA (Saint Joseph’s University). Tenure on ARDX board: 4+ years as of 2025; board has determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merck & Co. | SVP, Global Market Access; SVP, Hospital & Specialty Franchises; roles of increasing responsibility | 1986–2021 | Led global market access strategy; specialty franchise leadership |
| Tiba Global Access, LLC | Founder & Principal | 2021–present | Senior advisory practice focused on commercialization and market access |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Veracyte, Inc. (Nasdaq: VCYT) | Director | Current | Public company board |
| Cytokinetics Incorporated (Nasdaq: CYTK) | Director | Current | Public company board |
| Intellia Therapeutics (Nasdaq: NTLA) | Director | Current | Public company board |
| Corus International | Director | Current | International humanitarian organization |
| Lumanity | Strategic Advisory Board Member | Current | Advisory role |
Board Governance
- Committee assignments: Compensation Committee member (current members: Mott—Chair, Bazemore, Rodgers, Bhanji) . Not a member of Audit & Compliance (Rodgers—Chair, Bertrand, Mott) or Nominating & Corporate Governance (Cadoret-Manier, Bertrand, Parsey effective June 18, 2025) .
- Independence: All directors except CEO deemed independent by board under Nasdaq, including committee independence requirements; no family relationships among directors/executives .
- Attendance and engagement: In 2024 the board met 9 times; Audit met 4; Compensation met 3; Nominating met 2; each director attended at least 75% of aggregate meetings; independent directors hold regular executive sessions .
- Leadership structure: Chairperson of the Board is David Mott, who presides over executive sessions and liaises with management; board periodically reviews leadership structure .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual cash fees (incl. committee member fees) | $52,500 | $57,500 |
| Option awards (grant-date fair value) | $149,902 | $199,997 |
| Total director compensation | $202,402 | $257,497 |
- Program terms: Non-employee directors receive $50,000 annual retainer; additional retainers of $7,500 for Compensation Committee members; chairs receive higher retainers (e.g., Compensation Chair $15,000; Audit Chair $20,000; Nominating Chair $10,000); non-employee board chair retainer $35,000 (increased to $37,500 in 2025) .
- Equity vehicle: Annual option grant sized to expected grant-date value ($200,000 pre-2025) with monthly vesting over 12 months; initial director grants sized to $300,000 with monthly vesting over 36 months .
Performance Compensation
- 2025 program update: Fourth Amended and Restated Non-Employee Director Compensation Program introduced mix of stock options and RSUs for director grants; annual director grant expected value increased to $300,000 (max 100,000 shares), initial grant expected value increased to $450,000 (max 200,000 shares). RSUs vest quarterly; board may allow deferral elections; all director equity fully vests upon a change in control .
- As a Compensation Committee member, Bhanji oversees executive pay tied to corporate performance. 2024 corporate goal scoring used to fund the executive cash incentive pool:
| Category | Weighting | Score | Weighted Score |
|---|---|---|---|
| Product Revenue | 55.0% | 104.5% | 57.48% |
| Regulatory & Government Affairs | 15.0% | 50.0% | 7.50% |
| Pipeline | 7.5% | 80.0% | 6.00% |
| Operational | 7.5% | 85.0% | 6.38% |
| Finance | 10.0% | 101.5% | 10.15% |
| People & Compliance | 5.0% | 90.0% | 4.50% |
| Total | 100% | — | 92.0%* |
- Weighted sum differs due to rounding .
- Governance safeguards: Compensation Committee engaged independent consultant Pearl Meyer; independence affirmed; consultant advises on executive and director pay; committee retains full negative discretion; company maintains clawback policy and prohibits repricing without shareholder approval .
Other Directorships & Interlocks
- Public company boards: Veracyte (VCYT), Cytokinetics (CYTK), Intellia (NTLA). No Ardelyx-related party transactions disclosed involving these entities; related-party policy delegates review/approval to Audit & Compliance Committee .
- Non-profit/Advisory: Corus International; Lumanity Strategic Advisory Board .
Expertise & Qualifications
- Core credentials: U.S. and global commercialization, market access, pricing/reimbursement strategy, specialty therapeutics franchise leadership .
- Board qualification: Brings “extensive U.S. and global commercial and operational experience within the pharmaceutical industry” per ARDX board rationale .
Equity Ownership
| Item (as of date) | Amount |
|---|---|
| Outstanding shares beneficially owned (4/15/2025) | 95,802 |
| Shares exercisable/releasable within 60 days (4/15/2025) | 253,167 |
| Total beneficial ownership (4/15/2025) | 348,969 (<1%) |
| Options outstanding (12/31/2023) | 212,924 |
| Options outstanding (12/31/2024) | 253,167 |
- Alignment policies: Company prohibits hedging, short sales, pledging, and derivatives transactions by directors/officers/employees; insider trading policy applies to directors and consultants .
- Director equity acceleration: All director equity awards fully vest immediately prior to a change in control .
Governance Assessment
- Board effectiveness: Bhanji’s deep market access and commercialization background is directly relevant to ARDX’s two commercial products (IBSRELA and XPHOZAH) and pricing/coverage strategies; service on the Compensation Committee aligns her expertise with incentive design and commercial execution oversight .
- Independence and engagement: Confirmed independent; attendance thresholds met; regular executive sessions; strong committee independence and use of independent compensation consultant support governance quality .
- Pay structure and alignment: Director pay comprised of cash retainers plus caped equity grants; 2025 shift to RSU+option mix enhances retention and alignment; change-in-control vesting is standard but should be monitored for potential windfall optics if equity values rise quickly .
- Shareholder signals: Say-on-Pay support ~94% at 2024 Annual Meeting indicates broad investor acceptance of pay program; board commits to consider feedback in decisions .
- Conflicts/related parties: No related-party transactions disclosed for directors; Audit & Compliance Committee oversees related-party reviews; prohibitions on hedging/pledging reduce misalignment risk .
- RED FLAGS: None disclosed related to attendance shortfalls, related-party transactions, or option repricing. Equity plan share reserve increases (2024 Restated Plan +19M shares; 2025 Amendment +10M) elevate overhang (expected ~24% including 2025 increase), which warrants investor monitoring for dilution and grant discipline, though company provides rationale linked to commercialization growth and hiring .