Elizabeth Grammer
About Elizabeth Grammer
Elizabeth Grammer, Esq., age 61, is an independent Class II director of Sagimet Biosciences (SGMT) since April 2021. She serves as Chief Legal and Administrative Officer at Ardelyx, Inc., and holds a B.A. in political science from Boston University and a J.D. from Stanford Law School . She is nominated for re-election at the June 9, 2025 annual meeting to a term expiring in 2028 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ardelyx, Inc. | Chief Legal & Administrative Officer | Jan 2020–present | Executive leadership; public company governance exposure |
| Ardelyx, Inc. | General Counsel | May 2014–Jan 2020 | Led legal function |
| Ardelyx, Inc. | VP, Legal Affairs | Dec 2012–May 2014 | Built legal operations |
| Trine Pharmaceuticals, Inc. | VP & General Counsel | 2001–2006 | Public biopharma counsel leadership |
| Independent counsel (biotech) | Outside Corporate Counsel | 2006–2012 | Served public/private biotech clients |
| GelTex Pharmaceuticals Inc. | Outside Corporate Counsel (prior) | n/a | Biopharma legal advisory |
External Roles
| Organization | Role | Public Company Board? | Notes |
|---|---|---|---|
| Ardelyx, Inc. | Chief Legal & Administrative Officer | No (not a director) | Current executive role |
| — | — | None disclosed | “Other Public Directorships: None” |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Ms. Grammer is independent under Nasdaq rules . |
| Committee assignments | Chair, Nominating & Corporate Governance Committee (NCGC) . Not listed as member of Audit or Compensation . |
| Committee responsibilities (NCGC) | Board composition and chair recommendations; director education/orientation; governance guidelines; board and committee self-evaluations . |
| Meeting cadence and attendance | 2024 meetings: Board (8), Audit (4), Compensation (8), NCGC (3); each director attended ≥75% of meetings for their committees . |
| Executive sessions | Independent directors meet in executive session on a regular basis . |
| Board structure | Classified board; independent majority; nine directors pre-meeting (moving to eight after Annual Meeting) . |
Fixed Compensation
| Component | Policy Amount | 2024 Actual for Grammer |
|---|---|---|
| Annual Board retainer (cash or stock at director’s election) | $40,000 | $57,125 cash fees |
| Committee chair fee (NCGC) | $10,000 | Included in cash above |
| Committee member fees (if applicable) | Audit: $7,500; Comp: $5,000; NCGC: $4,500 | Not applicable (NCGC Chair) |
| Non-executive Board Chair fee | $30,000 (if applicable) | Not applicable |
| Expense reimbursement | Reasonable out-of-pocket reimbursed | Applicable |
Performance Compensation
| Element | Design | Vesting/Conditions | 2024/Latest Data |
|---|---|---|---|
| Initial equity award (on joining Board) | Stock option grant with $300,000 fair value | Vests monthly over 3 years; full acceleration upon sale of Company | Historical (on initial appointment) |
| Annual equity award (each annual meeting) | Stock option grant with $180,000 fair value | Vests monthly over 1 year; full acceleration upon sale of Company | 2024 Stock Awards fair value: $176,407 |
| Performance metrics for director pay | None disclosed for non-employee directors (time-based equity; no TSR/financial metrics) | — | — |
Director Compensation (2024)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | Unexercised Stock Options (12/31/2024) |
|---|---|---|---|---|
| Elizabeth Grammer | 57,125 | 176,407 | 233,532 | 100,992 |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Notable affiliations on SGMT Board | Independent; chairs NCGC |
| Interlocks/conflicts noted | None disclosed involving Ms. Grammer; related-party transactions disclosed relate to former director Dr. Jinzi Wu/Ascletis relationships, not Ms. Grammer . |
Expertise & Qualifications
- Deep biopharma legal and governance experience; extensive sector background cited by SGMT as reason for qualification .
- Education: B.A., Boston University; J.D., Stanford Law School .
- Leads NCGC, overseeing board composition, governance guidelines, director orientation, and annual effectiveness reviews initiated in 2024 .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Composition/Notes |
|---|---|---|---|
| Elizabeth Grammer | 100,992 | <1% | All represented by options exercisable within 60 days of April 14, 2025 . |
Governance Assessment
- Board effectiveness and independence: Positive. Ms. Grammer is independent, chairs a fully independent NCGC, and the Board conducts annual self-evaluations; all directors met attendance thresholds in 2024 and independent directors meet in regular executive sessions .
- Alignment and incentives: Director pay includes an option-heavy mix and allows retainers to be taken in stock, promoting alignment. Ms. Grammer received $176,407 in equity awards and $57,125 in cash in 2024; she holds 100,992 options exercisable within 60 days of the record date, indicating some “skin in the game,” albeit <1% ownership .
- Conflicts/related parties: No related-party transactions disclosed involving Ms. Grammer. The proxy’s related-party section discusses legacy arrangements affiliated with a former director (Ascletis/Gannex), not touching Ms. Grammer .
- Compensation governance: Compensation Committee uses an independent consultant (Aon, selected Aug 2024) with independence assessed and affirmed; no interlocks reported—reduces risk of pay-setting conflicts .
- Watch items
- 2023 equity plan expressly permits repricing of stock options/SARs without stockholder approval at administrator discretion, a governance sensitivity to monitor for potential dilution/shareholder-unfriendly actions if used. No such action is disclosed, but authority exists .
- Director stock ownership guidelines are not referenced in the stated non-employee director compensation policy section; investors often prefer explicit ownership guidelines for directors to strengthen alignment .
RED FLAGS (none acute for Ms. Grammer): No attendance issues, no disclosed related-party ties, and committee independence is strong. The broad plan-level authority to reprice equity without a shareholder vote is a general governance watch item at the company level rather than a director-specific red flag .