Richard Rodgers
ARDELYXAbout Richard Rodgers
Richard Rodgers, age 58, has served as an independent director of Ardelyx since March 2014. He is a seasoned biopharma finance executive and board member: co‑founder and EVP/CFO/Secretary/Treasurer of Tesaro (2010–2013), CFO of Abraxis BioScience (2009–2010), and SVP/Controller/Chief Accounting Officer of MGI PHARMA (2004–2008), with earlier roles at Arthur Andersen. He holds a B.S. in Financial Accounting (St. Cloud State University) and an MBA in Finance (University of Minnesota, Carlson School of Business), and currently serves on the boards of Novavax (NASDAQ: NVAX) and Opus Genetics (NASDAQ: IRD) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tesaro, Inc. | Co‑Founder; EVP, CFO, Secretary, Treasurer | Mar 2010 – Aug 2013 | Led finance through growth; company acquired by GSK (2019) |
| Abraxis BioScience, Inc. | Chief Financial Officer | Jun 2009 – Feb 2010 | Senior finance leadership |
| MGI PHARMA, Inc. | SVP, Controller & Chief Accounting Officer | 2004 – Jan 2008 (acquired by Eisai) | Oversaw accounting prior to acquisition |
| Arthur Andersen & Co. | Finance/Accounting positions | Prior to 2004 | Foundation in audit/accounting |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Novavax, Inc. (NASDAQ: NVAX) | Director | Current | Not disclosed in ARDX proxy |
| Opus Genetics, Inc. (NASDAQ: IRD) | Director | Current | Not disclosed in ARDX proxy |
Board Governance
- Committees: Audit and Compliance Committee (Chair), Compensation Committee (Member). Audit committee members: Rodgers (Chair), William Bertrand Jr., David Mott; Compensation committee members: David Mott (Chair), Robert Bazemore, Muna Bhanji, Richard Rodgers .
- Independence and expertise: Board determined Rodgers is independent under Nasdaq rules and is an “audit committee financial expert”; all audit and compensation committee members meet heightened independence standards .
- Attendance and engagement: In 2024, the board met 9 times; audit 4; compensation 3; nom/gov 2; each director attended at least 75% of meetings of the board and committees on which they served. Independent directors meet in regularly scheduled executive sessions .
- Risk oversight: Audit oversees major financial risks, compliance, and cybersecurity governance; nom/gov oversees governance guidelines; compensation monitors compensation risk .
Fixed Compensation
| Item (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $77,500 | Rodgers elected to receive a fully vested stock award in lieu of cash retainer; equivalent value reported for fees. Stock award shares: 12,204, priced at $6.35 (closing price at 2024 Annual Meeting) . |
| Annual Director Retainer (Program) | $50,000 | Applies to all non‑employee directors . |
| Audit & Compliance Chair Retainer (Program) | $20,000 | Chair premium under Director Compensation Program . |
| Compensation Committee Member Retainer (Program) | $7,500 | Member premium; $15,000 if chair (Rodgers is not chair) . |
| Non‑Employee Chairperson Retainer (Program) | $35,000 | For board chair (not applicable to Rodgers). Increased to $37,500 effective 2025 Fourth Amendment . |
Performance Compensation
| Equity Component | Grant Details | Vesting | Value |
|---|---|---|---|
| Annual Option (Jun 2024) | 40,243 options; exercise price $6.35 per share | 1/12 monthly; accelerates immediately prior to next annual meeting, subject to service | Grant date fair value $199,997 . |
| Change‑in‑Control Treatment (Director Program) | All outstanding director equity awards | Full vesting/exercisability immediately prior to consummation of a change in control | Applies to non‑employee directors . |
| 2025 Program Changes (Fourth Amendment) | Annual director equity expected grant value increased to $300,000 (max 100,000 shares); initial director equity expected grant value increased to $450,000 (max 200,000 shares); mix of stock options and RSUs | RSUs vest quarterly: annual grants 1/4 per quarter; initial grants 1/12 per quarter; board may allow deferral of RSU share issuance | Program-wide change adopted in 2025 . |
| Clawback/No Repricing (Plan) | Awards subject to clawback per SEC/Nasdaq; no repricing of options/SARs without stockholder approval | N/A | Governance controls embedded in Restated Plan . |
Performance metrics: No director‑level performance metrics disclosed; director equity is service‑based with specified vesting schedules .
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict Assessment |
|---|---|---|
| Novavax, Inc. | Current public company directorship | Distinct therapeutic focus (vaccines) from Ardelyx (GI/renal). No disclosed related‑party transactions or shared customer/supplier ties with Ardelyx . |
| Opus Genetics, Inc. | Current public company directorship | Distinct focus (inherited retinal disease). No disclosed related‑party transactions or ties with Ardelyx . |
| Compensation Committee Interlocks | None disclosed | Proxy states no executive officers served on boards/comp committees of entities with reciprocal ties; comp committee members (including Rodgers) have never been Ardelyx officers/employees . |
Expertise & Qualifications
- Financial leadership in biopharma (Tesaro co‑founder/CFO; prior CFO/Chief Accounting roles) and public company governance experience; designated audit committee financial expert .
- Academic credentials: B.S. Financial Accounting; MBA in Finance .
- Board tenure: Director since March 2014; currently serves in audit chair capacity and on compensation committee .
Equity Ownership
| As of April 15, 2025 | Shares | % Ownership | Notes |
|---|---|---|---|
| Outstanding Shares Beneficially Owned | 350,524 | <1% | Direct/indirect holdings . |
| Exercisable/Releasable within 60 days | 255,775 | — | Options/RSUs counted for beneficial ownership calculation . |
| Total Beneficial Ownership (Outstanding + Exercisable/Releasable) | 606,299 | <1% | Based on 239,255,066 shares outstanding . |
| Shares Subject to Outstanding Options (Dec 31, 2024) | 355,775 | — | Option inventory at year‑end . |
| Hedging/Pledging | Prohibited | — | Insider Trading Compliance Policy prohibits hedging, margin purchases, and pledging company stock . |
Governance Assessment
- Strengths: Long‑tenured independent director with deep CFO/accounting background; designated audit committee financial expert; chairs audit overseeing financial reporting, compliance, and cybersecurity; consistent committee engagement; independence affirmed; director attendance thresholds met across board and committees .
- Alignment: Elected to take stock in lieu of cash retainer (12,204 shares) and holds meaningful options; anti‑hedging/pledging policy supports alignment; strong say‑on‑pay support (~94% at 2024 annual meeting) suggests investor confidence in compensation governance .
- Watch items: Director compensation program expanded in 2025 to include RSUs and higher expected grant values ($300k annual; $450k initial), and Restated Plan now permits up to $1,000,000 director compensation via equity/cash awards—monitor for pay inflation or shifts toward guaranteed equity; change‑in‑control full vesting for director awards may be viewed as shareholder‑unfriendly if overused .
- Related‑party/conflicts: No related‑party transactions beyond standard indemnification; compensation committee interlocks not present; other public boards (NVAX, IRD) appear non‑conflicting with Ardelyx’s business .
Board Governance (Additional Details)
- Leadership: Board chaired by David Mott; independent directors hold regular executive sessions; board uses a classified structure with staggered terms .
- Audit fees and oversight: EY audit fees totaled ~$2.228 million in 2024; audit committee pre‑approves services and monitors auditor independence .
- Risk processes: Board and committees integrate strategic, financial, and cyber risk oversight; audit receives annual cybersecurity reports .