William Bertrand

About William Bertrand

William A. Bertrand, Jr., Esq. (age 60) has served as an independent Class I director of Ardelyx since October 2015. He is Chief Operating Officer at Adaptimmune Therapeutics Plc (Nasdaq: ADAP) and brings deep legal, compliance, and biopharma operating experience; he holds a B.S. in Biology from Wayne State University and a J.D. from the University of Wisconsin–Madison .

Past Roles

External Roles

Board Governance

• Independence: The board determined all directors except the CEO (Michael Raab) are independent under Nasdaq rules; Bertrand qualifies as independent .
• Committee memberships and chair roles:
  • Audit & Compliance Committee member (financial literacy required by Nasdaq/SEC) .
  • Nominating & Corporate Governance Committee chair in 2025; member in 2024 .
• Board leadership: David Mott chairs the board and presides over executive sessions of independent directors .
• Attendance: In 2024, each director attended at least 75% of aggregate board and committee meetings; all then-serving directors attended the 2024 annual meeting (except Dr. Lundberg who did not stand for reelection) .
• 2024 meetings: Board (9), Audit & Compliance (4), Compensation (3), Nominating & Governance (2) .
• Cybersecurity oversight resides with the Audit & Compliance Committee .

Fixed Compensation

• 2024 equity compensation: Annual option grant (see below). Program provides initial grants (up to 200,000 shares or $300,000 fair value) and annual grants (up to 100,000 shares or $200,000 fair value), with exercise price at grant-date close; annual options vest 1/12 monthly with acceleration before the next annual meeting .
• 2025 program changes (Fourth Amendment): Chair retainer increased to $37,500; initial grant fair value increased to $450,000 (max 200,000 shares); annual grant fair value increased to $300,000 (max 100,000 shares); mix now includes both options and RSUs, with RSUs vesting quarterly (initial grant 1/12 quarterly; annual grant 1/4 quarterly); optional deferral of RSU shares permitted .

Performance Compensation

Non-employee director awards are time-vested; no performance metrics are specified for director compensation. All outstanding director equity awards accelerate upon a change in control under the Director Compensation Program .

Other Directorships & Interlocks

• Compensation Committee interlocks: The proxy reports no compensation committee interlocks or insider participation with cross-serving executives in 2024 .

Expertise & Qualifications

• Legal/compliance and operational leadership in commercial-stage biotech; EVP & General Counsel at MedImmune (AstraZeneca subsidiary), Salix, Infinity; COO at Adaptimmune .
• Education: B.S. Biology (Wayne State University); J.D. (University of Wisconsin–Madison) .
• Audit & Compliance Committee service implies financial literacy; the committee’s members meet Nasdaq/SEC financial literacy and heightened independence standards .

Equity Ownership

• Pledging/Hedging: Policy prohibits short sales, derivatives, hedging, and pledging/margin of Company stock for directors and employees .

Governance Assessment

• Strengths: Independent director with robust legal/compliance credentials; chairs Nominating & Governance Committee; active on Audit & Compliance Committee; met attendance thresholds; independent directors hold regular executive sessions; board maintains related-party review policy and director hedging/pledging prohibitions .
• Compensation alignment: Equity-heavy director pay; ability to elect stock instead of cash; 2025 plan adds RSUs, increasing alignment while smoothing volatility; change-in-control acceleration is standard for directors but should be monitored for entrenchment optics .
• Potential risk/interlock: Cross-organization interlock with Adaptimmune (Mott chairs ADAP; Bertrand is ADAP’s COO) may create information-flow benefits but also perceived conflicts; monitor for related-party transactions (none disclosed) and ensure recusal norms on any overlapping matters .
• Shareholder signals: 2024 say-on-pay passed with ~94% approval, indicating broad investor support for pay programs; compensation consultant (Pearl Meyer) affirmed independent, reducing consultant conflict risk .
• Dilution/overhang context: Company seeks to add 10,000,000 shares to the equity plan; while not director-specific, this raises overall equity overhang considerations; directors’ awards are capped and subject to governance safeguards (no repricing; no evergreen) .

Board Governance (Details)

• Audit & Compliance Committee charter responsibilities include financial reporting oversight, internal controls, legal/regulatory compliance, and cybersecurity governance .
• Related party transactions: Only standard indemnification agreements and D&O insurance disclosed; no other related-party transactions reported .

Red Flags: None disclosed on related-party transactions, hedging/pledging, or attendance. Monitor Adaptimmune interlock and change-in-control acceleration optics, and track any future transactions involving entities where Bertrand or other directors hold roles **[1437402_0001140361-25-016522_ny20045223x1_def14a.htm:22]** **[1437402_0001140361-25-016522_ny20045223x1_def14a.htm:23]** **[1437402_0001140361-25-016522_ny20045223x1_def14a.htm:11]** **[1437402_0001140361-25-016522_ny20045223x1_def14a.htm:14]** **[1437402_0001140361-25-016522_ny20045223x1_def14a.htm:25]** **[1437402_0001140361-25-016522_ny20045223x1_def14a.htm:26]**.

Director Compensation (Structure Summary)

Notes on Engagement & Attendance

• Directors are encouraged to attend annual meetings; independent directors hold regularly scheduled executive sessions; in 2024 directors met or exceeded 75% attendance thresholds .

Appendix: Board and Committee Meetings (2024)

THE BOARD OF DIRECTORS AND MANAGEMENT CITATIONS: Board composition, leadership, independence, committees, compensation program, and director-specific compensation and ownership figures sourced from Ardelyx’s 2025 DEF 14A proxy statement .