Onaiza Cadoret-Manier
About Onaiza Cadoret-Manier
Onaiza Cadoret-Manier, M.B.A., is an independent Class III director of Ventyx Biosciences (VTYX) who has served on the board since January 2023. She is 61 years old (as of April 10, 2025), serves as Chair of the Nominating & Corporate Governance Committee, and is a member of the Audit Committee; the board has affirmatively determined she is independent under Nasdaq rules . Her background includes executive leadership roles in commercial and product strategy across Ionis, Grail, Genentech, Pfizer and Amylin, and she currently serves as CEO of a private biotech and advisor to Ionis; she also serves on the board of Ardelyx .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ionis Pharmaceuticals | EVP, Chief Global Product Strategy & Operations (prior); Advisor (current) | — | Led global product strategy/operations |
| Grail Biosciences | Chief Commercial Officer | — | Commercial leadership |
| Genentech | Vice President, Immunology Franchise; senior roles in strategy, alliances, marketing/sales | — | Immunology commercial leadership |
| Pfizer; Amylin Pharmaceuticals | Senior management positions (strategy, alliances, marketing/sales) | — | Commercial and strategic leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ardelyx (public) | Director | Current | Public company directorship |
| Private biotech (unnamed) | Chief Executive Officer | Current | CEO role |
| Ionis Pharmaceuticals | Advisor | Current | Advisory role |
Board Governance
- Committee assignments and leadership
- Nominating & Corporate Governance Committee: Chair; charter oversight includes board composition, succession planning, governance guidelines, director education, and board/committee performance evaluations .
- Audit Committee: Member; the committee met 4 times in 2024; all members meet Nasdaq/SEC independence and financial literacy standards .
- Independence and board structure
- Independent director as determined by the board under Nasdaq standards .
- Board size: 6 directors; staggered classes .
- Attendance and engagement
- 2024 board meetings: 6; each director attended at least 75% of board and relevant committee meetings in the periods served .
- Nominating & Governance Committee held 1 meeting in 2024 .
- Executive sessions
- Independent/non-employee directors meet in executive session periodically per corporate governance guidelines .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Cash fees (Board + Committees) | $56,500 | Total 2024 cash compensation for Onaiza Cadoret‑Manier |
Director cash fee schedule (policy):
- Annual cash retainer: $40,000; Committee fees—Audit Chair $15,000; Audit Member $7,500; Compensation Chair $12,000; Compensation Member $6,000; Nominating Chair $9,000; Nominating Member $5,000. Fees paid quarterly in arrears (policy amended and restated April 3, 2025; same schedule presented in 2024 proxy) .
Maximum director compensation cap:
- Annual limit: $750,000 in cash + equity per fiscal year; $1,000,000 in first year joining the board; equity valued at grant-date fair value .
Performance Compensation
| Equity Award | Grant Basis | Value/Size | Vesting | Other Key Terms |
|---|---|---|---|---|
| 2024 Annual Director Option Award (individual) | Annual award per policy | $117,330 (grant-date fair value) | Annual award vests in full on first anniversary or day before next annual meeting | Options have 10-year term; strike at 100% FMV at grant; change-in-control full acceleration |
| Initial Director Option Award (policy) | One-time upon joining board | 66,000 options (policy) | Vests 1/36 monthly over 3 years | 10-year term; FMV strike; CIC full acceleration |
| Annual Director Option Award (policy) | Recurring post-AGM | 40,000 options (increased from 33,000 in April 2025) | Full vest by next AGM anniversary | 10-year term; FMV strike; CIC full acceleration |
Compensation structure signals:
- Shift from fixed fair-value grants (e.g., 2023 policy used $379,000 annual FV) to fixed-share grants (40,000 options from April 2025, up from 33,000) reduces volatility of director equity grant value; equity remains at-risk and aligned with share price performance .
Other Directorships & Interlocks
| Company | Overlap/Interlock | Notes |
|---|---|---|
| Ardelyx (public) | Director | Current role disclosed; no related-party transactions disclosed with VTYX |
| Ionis Pharmaceuticals | Advisor | Advisory role; no related-party transactions disclosed with VTYX |
- Related-party/Conflict review: Ventyx’s related person transactions section and policies disclose procedures and list transactions since Jan 1, 2023; no related-party transactions involving Ms. Cadoret‑Manier were disclosed .
Expertise & Qualifications
- Education: M.B.A., University of Chicago; B.A. in economics and accounting, Queens College (CUNY) .
- Domain expertise: Immunology/commercial leadership across big biotech/pharma and diagnostics; product strategy and operations .
- Financial oversight: Audit Committee member; committee members meet Nasdaq financial literacy requirements .
Equity Ownership
| As of | Beneficial Ownership Detail | Amount/Notes |
|---|---|---|
| April 10, 2025 (proxy record date) | Options exercisable or becoming exercisable within 60 days | 84,824 shares; beneficial ownership <1% |
| December 31, 2024 (year-end) | Aggregate options outstanding | 89,364 options outstanding |
Ownership alignment and restrictions:
- Insider Trading Policy prohibits hedging, short sales, pledging company stock, and holding in margin accounts for directors/officers/employees—reduces misalignment and liquidity/pledging risk .
Governance Assessment
- Strengths
- Independent director; chairs Nominating & Governance and serves on Audit—strong governance footprint in board composition, succession, and financial oversight .
- Attendance: met ≥75% threshold in 2024; active committees held 4 (Audit) and 1 (Nominating) meetings in 2024 .
- Alignment: Director equity is option-based, at-risk; policy prohibits hedging/pledging; compensation caps in place .
- Watch items
- 2024 shareholder vote outcomes show meaningful withhold level on her election: For 32,008,430; Withhold 10,875,159; Broker non-votes 14,526,548 (June 5, 2024) .
- Broader governance climate: 2024 Say‑on‑Pay approved (For 32,870,217; Against 10,004,898; Abstain 18,529), indicating overall support for compensation practices though not directly tied to director pay .
Director Compensation (Detail Table)
| Year | Cash Fees ($) | Equity Grant (FV, $) | Total ($) |
|---|---|---|---|
| 2024 | 56,500 | 117,330 | 173,830 |
| Policy References | Retainer $40k; Committee fees per schedule | Annual options policy: 40,000 from Apr 2025 (prior 33,000); initial 66,000 options | Cap $750k ($1,000k first-year) |
Board & Committee Activity (2024)
| Body | Meetings | Attendance Statement |
|---|---|---|
| Board of Directors | 6 | Each director attended at least 75% of board and committee meetings for periods served |
| Audit Committee | 4 | All members independent and financially literate; Audit Committee Report submitted |
| Nominating & Governance | 1 | Chaired by Cadoret‑Manier |
Shareholder Voting (June 5, 2024)
| Proposal | For | Withhold/Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Elect Director: Onaiza Cadoret‑Manier | 32,008,430 | 10,875,159 | — | 14,526,548 |
| Elect Director: Allison Hulme | 42,643,275 | 250,371 | — | 14,516,491 |
| Say‑on‑Pay (Advisory) | 32,870,217 | 10,004,898 | 18,529 | 14,516,493 |
| Ratify Auditor (2024) | 56,542,563 | 119,328 | 748,246 | — |
Policies & Controls Relevant to Conflicts
- Related person transactions policy: Audit Committee reviews and approves related party transactions >$120k; factors include fairness, independence impacts, and conflicts; standing pre-approvals defined for certain low-risk categories .
- No related-party transactions disclosed involving Ms. Cadoret‑Manier in the latest proxy .
Notes on Compensation Structure Evolution
- 2023 director equity policy used grant-date fair value targets (e.g., annual $379k); amended April 3, 2025 to fixed-share grants (40,000 options) from prior 33,000—reducing grant value volatility and simplifying disclosure; terms preserve at-risk equity alignment (10-year term, FMV strike, CIC acceleration) .
Summary View for Investors
- Board effectiveness: Cadoret‑Manier’s leadership on governance (Chair) and financial oversight (Audit member) plus independence and attendance support investor confidence; prohibition of hedging/pledging enhances alignment .
- Alignment/skin-in-the-game: Equity compensation is option-heavy and at-risk; beneficial ownership comprised of options; no pledging permitted; overall ownership <1% limits direct voting influence but aligns incentives via options .
- Signals and risks: 2024 director vote results showed non-trivial withholds for Cadoret‑Manier; continued monitoring of shareholder feedback and engagement advisable; no specific related-party or interlock red flags disclosed .