Onaiza Cadoret-Manier
ARDELYXAbout Onaiza Cadoret-Manier
Onaiza Cadoret-Manier, age 61, has served as an independent director of Ardelyx since March 2020. She is CEO, President, and a Board Member of Yemaya Bio (since March 2024) and previously held senior commercial and strategy roles at Ionis Pharmaceuticals, GRAIL, and Genentech. She holds an MBA from the University of Chicago and a BA in economics and accounting from CUNY Queens College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ionis Pharmaceuticals (Nasdaq: IONS) | Chief Global Product Strategy & Operations Officer | Mar 2022 – Mar 2024 | Led global product strategy and operations |
| Ionis Pharmaceuticals | Chief Corporate Development & Commercial Officer | Jan 2020 – Mar 2022 | Corporate development and commercial leadership |
| GRAIL Biosciences | Chief Commercial Officer | Jun 2018 – Jun 2019 | Commercial build-out in early detection genomics |
| Genentech | Vice President, Respiratory Franchise | Apr 2011 – Jun 2018 | Franchise leadership; broader roles across strategy/alliances/marketing/sales |
| Genentech, Pfizer, Amylin Pharmaceuticals | Senior management roles | Various | Corporate strategy, alliances, marketing, sales across multiple disease areas |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Yemaya Bio | CEO, President, Board Member | Since Mar 2024 | Biotech CEO responsibility |
| Ventyx Biosciences (Nasdaq: VTYX) | Director | Current | Public company directorship |
Board Governance
- Committee assignments: Member, Nominating & Corporate Governance Committee (2024 and continuing in 2025; 2025 composition adds Dr. Parsey effective Jun 18, 2025; chair is William Bertrand) .
- Independence: Board determined all directors other than CEO Michael Raab are independent under Nasdaq rules; committee independence upheld (compensation, audit & compliance, nominating & corporate governance) .
- Attendance and engagement: In 2024, Board met 9 times; audit & compliance 4; compensation 3; nominating & corporate governance 2. Each director attended at least 75% of aggregate Board/committee meetings. All then‑serving directors attended the 2024 annual meeting (except Dr. Lundberg, who did not stand for reelection) .
- Executive sessions: Independent directors meet in regularly scheduled executive sessions .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $50,000 (elected stock in lieu) | $55,000 |
| Option Awards ($) | $149,902 | $199,997 |
| Total ($) | $199,902 | $254,997 |
Program structure for non‑employee directors (in effect during 2024): Annual cash retainer $50,000; committee retainers: Audit & Compliance $10,000 member/$20,000 chair; Compensation $7,500 member/$15,000 chair; Nominating & Corporate Governance $5,000 member/$10,000 chair. Initial director equity grant: lesser of 200,000 shares or $300,000 fair value; annual grant: lesser of 100,000 shares or $200,000 fair value; options priced at closing market price on grant; initial grants vest 1/36 monthly; annual grants vest 1/12 monthly with acceleration immediately prior to next annual meeting . Directors may elect fully vested stock awards in lieu of cash retainers; in 2023 she elected stock; in 2024 she did not (others did) .
Performance Compensation
- No performance metrics (e.g., revenue, TSR) apply to director compensation; equity awards for directors vest time‑based per program, with full vesting on change in control .
Annual grant specifics:
| Grant Detail | 2024 Annual Grant |
|---|---|
| Grant date | June 2024 (at 2024 Annual Meeting) |
| Instrument | Stock options (annual non‑employee director grant) |
| Shares | 40,243 per director |
| Exercise price | $6.35 per share |
| Vesting | 1/12 monthly; accelerates immediately prior to next annual meeting |
2025 program changes (Fourth Amended and Restated Non‑Employee Director Compensation Program):
| Parameter | Pre‑2025 | From 2025 |
|---|---|---|
| Non‑employee chair retainer | $35,000 | $37,500 |
| Initial equity grant fair value | $300,000 cap; max 200,000 shares | $450,000 fair value; max 200,000 shares |
| Annual equity grant fair value | $200,000 fair value; max 100,000 shares | $300,000 fair value; max 100,000 shares |
| Equity mix | Options only | Mix of options and RSUs; board‑determined split |
| RSU vesting | N/A | Initial: 1/12 quarterly vest dates; Annual: 1/4 on quarterly vest dates |
| RSU deferral | N/A | Optional deferral to elected fixed date, termination, or change in control |
| Change in control | Outstanding director equity fully vests/exercisable immediately prior to close | Same |
Other Directorships & Interlocks
| Company | Role | Potential Interlock Considerations |
|---|---|---|
| Ventyx Biosciences (Nasdaq: VTYX) | Director | Public biopharma board membership; proxy does not disclose transactions or relationships with Ardelyx involving Ventyx |
Expertise & Qualifications
- Extensive commercial and strategic operational experience across life sciences, including franchise leadership at Genentech and C‑suite roles at Ionis and GRAIL .
- MBA (University of Chicago) and BA in economics/accounting (CUNY Queens College) .
- Board qualifications highlighted by Ardelyx: commercial and strategic operational expertise applicable to healthcare commercialization .
Equity Ownership
Beneficial ownership as of April 15, 2025:
| Metric (as of 4/15/2025) | Amount |
|---|---|
| Outstanding shares beneficially owned | 110,150 |
| Shares exercisable/releasable within 60 days | 288,135 (options/RSUs) |
| Total beneficial ownership | 398,285 |
| % of shares outstanding (239,255,066) | <1% (indicated with “*”) |
Options outstanding trend:
| As‑of Date | Shares Subject to Outstanding Options |
|---|---|
| Dec 31, 2023 | 247,892 |
| Dec 31, 2024 | 288,135 |
Pledging/hedging: Not disclosed in proxy; related party transaction policy prohibits transactions with material interest absent Audit & Compliance Committee approval .
Governance Assessment
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Positive signals:
- Independence affirmed; she serves on the Nominating & Corporate Governance Committee, reinforcing oversight of board composition and governance policies .
- Engagement evidenced by attendance (≥75% of board/committee meetings in 2024) and presence at the 2024 annual meeting; committee workload aligned with governance duties .
- Ownership alignment via consistent equity awards; elected stock in lieu of cash retainer in 2023, increasing exposure to share performance .
- Use of independent compensation consultant (Pearl Meyer) for director program; structured vesting and fair‑market option pricing reduce repricing risk .
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Monitoring points:
- 2025 increases in director equity grant fair values and introduction of RSUs could elevate guaranteed value and reduce at‑risk nature relative to options; assess pay inflation and alignment implications over time .
- Change‑in‑control accelerated vesting of director awards is shareholder‑common but can be viewed as less performance‑contingent; investors should monitor scale of grants under the new program .
- External public board (Ventyx) and CEO role at Yemaya Bio: no related‑party transactions disclosed; continue monitoring for potential conflicts as roles evolve .
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Related‑party exposure:
- The proxy outlines a robust related party transaction policy and lists indemnification agreements and D&O insurance; no specific related‑party transactions involving Ms. Cadoret‑Manier are described in the excerpted section .
Overall, Ms. Cadoret‑Manier presents strong commercial credentials, active governance engagement, and equity alignment. The 2025 director pay structure shift warrants ongoing scrutiny to ensure continued pay‑for‑performance alignment .