Robert Bazemore
ARDELYXAbout Robert Bazemore
Independent director of Ardelyx (ARDX) since June 2016; age 57 as of March 31, 2025. Former CEO of Epizyme (2015–Aug 2022) and COO of Synageva BioPharma (acquired by Alexion in 2015); earlier President of Janssen Biotech (J&J). Holds a B.S. in Biochemistry from the University of Georgia. Serves on ARDX’s Board Class III term through the 2026 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Epizyme, Inc. | President & CEO; Director | Sep 2015–Aug 2022 (acquired by Ipsen) | Led commercial-stage biotech; oversaw sale to Ipsen |
| Synageva BioPharma Corp. | Chief Operating Officer | Pre-2015 (acquired July 2015) | Operational leadership through $8.4B sale to Alexion |
| Janssen Biotech (J&J) | President | Prior to Synageva | Commercial leadership in large-cap pharma |
External Roles
| Company | Role | Exchange/Ticker | Tenure/Notes |
|---|---|---|---|
| Nuvation Bio, Inc. | Director | NYSE: NUVB | Current director |
| Akari Therapeutics, PLC | Director | Nasdaq: AKTX | Current director |
| Neon Therapeutics, Inc. | Director | Former (acquired by BioNTech in May 2020) | Prior directorship |
Board Governance
- Independence: Board determined all directors other than the CEO (Raab) are independent under Nasdaq rules; committee members meet heightened independence standards. Bazemore is independent and serves on the Compensation Committee .
- Committee assignments: Compensation Committee member (current and 2024); committee members are David Mott (Chair), Robert Bazemore, Richard Rodgers, and Muna Bhanji .
- Attendance: In 2024, the Board met nine times; each director attended at least 75% of aggregate Board and committee meetings; all then-serving directors attended the 2024 annual meeting (except departing Dr. Lundberg) .
- Board structure: Classified board; independent directors hold regular executive sessions. Audit & Compliance oversight sits with Rodgers (Chair), Bertrand, Mott; Nominating with Cadoret‑Manier, Bertrand, Parsey (effective June 18, 2025) .
Fixed Compensation (Director)
| Component | Amount | Basis | Notes |
|---|---|---|---|
| Annual cash retainer | $50,000 | 2024 | Standard non-employee director retainer |
| Compensation Committee membership fee | $7,500 | 2024 | Member (non-chair) |
| Total cash fees (2024) | $57,500 | 2024 Director Compensation Table | Reported for Bazemore |
- Program terms: Audit Committee membership $10,000 (chair $20,000); Compensation Committee $7,500 (chair $15,000); Nominating Committee $5,000 (chair $10,000). Board chair add-on $35,000 (raised to $37,500 in 2025) .
Performance Compensation (Director Equity)
| Grant Date | Award Type | Shares/Options | Exercise Price | Vesting | Grant Date Fair Value |
|---|---|---|---|---|---|
| June 2024 (annual) | Stock Options | 40,243 options | $6.35 | 1/12 monthly; accelerated immediately prior to next annual meeting, subject to service | $199,997 |
- Program terms (2024): Annual non-employee director option equals lesser of 100,000 shares or fair value $200,000; exercise price = closing price on grant date; initial director grants vest 1/36 monthly; annual director grants vest 1/12 monthly with acceleration before next annual meeting, subject to service .
- 2025 change: Fourth Amended and Restated Non-Employee Director Compensation Program introduces mixed grants (options + RSUs), increasing expected values (initial $450,000, annual $300,000; share caps maintained), with RSUs vesting quarterly; optional deferral permitted .
Other Directorships & Interlocks
| Relationship | Detail | Governance Note |
|---|---|---|
| External public boards | Nuvation Bio (NYSE: NUVB), Akari Therapeutics (Nasdaq: AKTX) | No ARDX-related party transactions disclosed above $120,000; Audit & Compliance Committee reviews any related-person transactions |
| Committee interlocks | None disclosed; ARDX states no executive officer served on boards/comp committees of entities with executives on ARDX’s board/comp committee | Reduces interlock conflict risk |
Expertise & Qualifications
- Biopharma CEO/COO experience across Epizyme, Synageva; large-cap pharma commercial leadership (Janssen/J&J) .
- Academic: B.S., Biochemistry, University of Georgia .
- Brings operational scaling, M&A/exit execution experience, and commercial strategy depth relevant to ARDX’s stage .
Equity Ownership
| Holder | Outstanding Shares Beneficially Owned | Shares Exercisable/Releasable Within 60 Days | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| Robert Bazemore | 0 | 350,775 | 350,775 | <1% |
- Options held (as of Dec 31, 2024): 350,775 shares subject to outstanding options (director table) .
- Hedging/pledging: Company policy prohibits hedging, short sales, options/derivatives, margin purchases, and pledging of company securities for directors, officers, employees, and certain consultants .
Governance Assessment
- Committee effectiveness: Active member of Compensation Committee with independent composition and use of an independent consultant (Pearl Meyer), assessed as conflict-free by the committee .
- Independence and attendance: Independent under Nasdaq rules with at least 75% meeting attendance in 2024; attended annual meeting, supporting engagement .
- Ownership alignment: Holds 350,775 options; beneficial ownership <1%—alignment via equity awards, augmented by a ban on hedging/pledging. 2025 shift to add RSUs to director grants improves retention but modestly lowers pure option convexity; vesting remains time-based (no performance metrics) .
- Pay signals: 2024 director pay mix primarily options plus standard retainers; no meeting fees; capped director award values under the equity plan; no repricing permitted without shareholder approval—favorable governance .
- Conflicts/related parties: No related-party transactions disclosed involving directors in 2024 other than standard indemnification; Compensation Committee interlocks absent—low conflict risk .
- Shareholder sentiment: Prior say-on-pay approval ~94% in 2024 indicates supportive governance environment, though focused on executives; nonetheless a positive signal for overall compensation oversight .
RED FLAGS: None material disclosed. Monitor for any future overlaps between ARDX and entities where Bazemore serves (Nuvation Bio, Akari Therapeutics) and for dilution/award sizing under the 2025 director equity changes; no Section 16(a) delinquency noted for Bazemore in 2024 .