Adrian Adams
About Adrian Adams
Adrian Adams, age 74, is an independent director and Chairman of Talphera (TLPH) since February 2013, with over two decades leading specialty and biopharma companies and executing large-brand launches and M&A. He graduated from the Royal Institute of Chemistry at Salford University (U.K.) and currently also serves as Chairman of Akebia Therapeutics (NASDAQ: AKBA) since December 2018; he previously served as Chairman and CEO of Impel Pharmaceuticals (2020–Nov 2023) and held CEO roles at Aralez, Pozen, Auxilium, Neurologix, Inspire, Sepracor, and Kos Pharmaceuticals .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Talphera (TLPH) | Chairman (Independent Director) | Feb 2013–present | Board leader; governance oversight |
| Impel Pharmaceuticals | Chairman; later CEO | Jan 2020–Nov 2023 | Led operating turnaround and strategy |
| Aralez Pharmaceuticals | CEO; Director | Feb 2016–Jan 2019; Director Feb 2016–Apr 2019 | Post-merger integration (Pozen/Tribute) |
| Pozen, Inc. | CEO; Director | May 2015–Jan 2016 | Pre-Aralez transition leadership |
| Auxilium Pharmaceuticals | CEO & President | Dec 2011–Jan 2015 | Company sold to Endo International |
| Neurologix | Chairman & CEO | Sep–Nov 2011 | Gene therapy programs oversight |
| Inspire Pharmaceuticals | CEO & President | Pre–May 2011 | Led sale to Merck |
| Sepracor Inc. | CEO & President | Dec 2006–Feb 2010 | Led until acquisition by DSP |
| Kos Pharmaceuticals | CEO & President | 2002–Dec 2006 | Led to sale to Abbott |
External Roles
| Company | Role | Start–End | Notes |
|---|---|---|---|
| Akebia Therapeutics (AKBA) | Chairman | Dec 2018–present | Public specialty pharma; current external chair role |
| Impel Pharmaceuticals | Chairman; CEO | Jan 2020–Nov 2023 | Public specialty pharma; role concluded Nov 2023 |
Board Governance
- Independence: Board determined all directors except the CEO (V. Angotti) are independent; Adams is independent and serves as non-executive Chairman .
- Leadership structure: Chairman separate from CEO; Chairman presides over Board meetings and shapes agenda .
- Committee assignments (current, as of Aug 29, 2025): Chair, Nominating & Corporate Governance Committee; Member, Finance & Strategic Transactions (FAST) Committee .
- Committee history (2024): Served on Compensation Committee; FAST Chair until Feb 26, 2024, then continued as member; appointed Nominating & Corporate Governance Chair effective Feb 26, 2024 .
- Attendance: Board met 7 times in 2024; each director other than Mr. Rosen (resigned Feb 2024) attended ≥75% of board and committee meetings; all then-serving directors attended the 2024 annual meeting .
- Executive sessions: Non-employee directors hold regular executive sessions; expected to continue .
- FAST Committee mandate: Reviews capital markets/financing, M&A, BD and strategic transactions .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board retainer (non-employee director) | $40,000/year | Aligned with 50th percentile peer group |
| Board Chair retainer | $30,000/year | In addition to director retainer |
| Committee Chair retainers | Audit: $20,000; Compensation: $15,000; Nominating: $10,000; FAST: $20,000/year | |
| Committee member retainers | Audit: $10,000; Compensation: $7,500; Nominating: $5,000; FAST: $10,000/year | |
| Cash fees status | Suspended Oct 1, 2024 for 12 months | Board suspended all cash fees for non-employee directors |
| 2024 actual fees earned (Adams) | $69,457 | Director compensation table |
Performance Compensation
| Equity Component | 2024 Grant | Exercise Price | Vesting | 2025 Grant (in lieu of cash) | Vesting | Change-of-Control Treatment | Annual Director Comp Cap |
|---|---|---|---|---|---|---|---|
| Stock Options | 13,044 options | $0.885/share | 1-year cliff | 25,600 options | 1-year cliff | Director awards accelerate fully immediately prior to certain change-of-control events | $500,000 cap per annual period; $750,000 for first-year appointment |
| RSUs | 2,174 RSUs | N/A | 1-year cliff | 4,267 RSUs | 1-year cliff | Director awards accelerate fully immediately prior to certain change-of-control events | $500,000 cap per annual period; $750,000 for first-year appointment |
| Clawback applicability | Equity awards subject to clawback policy adopted Nov 2023 | N/A | N/A | Applies to awards under equity plan | N/A | Recovery upon restatement under SEC/Nasdaq rules | N/A |
| 2024 Director Equity Outstanding (Adams) | RSUs Unvested | Options Outstanding |
|---|---|---|
| As of Dec 31, 2024 | 2,174 RSUs | 23,206 options |
| 2024 Total Compensation (Adams) | Stock Awards | Option Awards | Total |
|---|---|---|---|
| Year ended Dec 31, 2024 | $1,924 | $9,425 | $80,806 |
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Notes |
|---|---|---|---|
| Akebia Therapeutics | Chairman | Concurrent with Talphera chair | Specialty pharma; no related-party transactions disclosed with Talphera |
| Impel Pharmaceuticals | Former Chairman & CEO | Ended Nov 2023 | No current overlap |
Expertise & Qualifications
- Specialty pharma CEO/Chair experience across multiple public companies and transactions; extensive brand launches and corporate development including financing, M&A, in-licensing .
- Governance: Experience chairing boards and committees; current chair of Talphera’s Nominating & Corporate Governance Committee .
- Education: Royal Institute of Chemistry at Salford University (U.K.) .
Equity Ownership
| Holder | Total Beneficial Ownership | % of Shares Outstanding | Composition/Notes |
|---|---|---|---|
| Adrian Adams | 35,798 shares | <1% | Includes 22,456 options exercisable within 60 days |
| Hedging/Pledging | Policy prohibits hedging/pledging by directors | N/A | Insider Trading Policy prohibits derivatives, pledges or hedging of company equity |
Governance Assessment
-
Strengths
- Independent, non-executive Chairman separate from CEO; majority-independent board with executive sessions .
- Active governance engagement: chairs Nominating & Corporate Governance; prior leadership on Compensation and FAST committees .
- Attendance at or above threshold; annual meeting participation .
- Director compensation aligned to peers and shifted to equity during cash fee suspension, improving alignment with shareholders; equity awards subject to clawback .
-
Potential concerns and monitoring points
- Concurrent chair role at Akebia warrants routine conflict monitoring, though no related-party transactions with Talphera are disclosed .
- Full acceleration of director equity on change-of-control may be viewed as shareholder-unfriendly by some investors; maintain transparency around transaction terms .
- Company-level listing compliance risk prompted reverse split proposal; governance should continue to oversee capital market strategy (FAST committee remit) .
-
Signals affecting investor confidence
- Board suspended cash fees for a year and increased equity grants, reinforcing pay-for-performance alignment for directors .
- Clear compensation caps for non-employee directors and clawback adoption under SEC/Nasdaq rules .