Sector: Health Care
ARDELYX INC · Meeting: June 16, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Class III Directors
Bazemore has served since June 2016 and brings strong biotech CEO and commercial experience; ARDX's 3-year return of +30.4% versus the peer group median of +53.0% produces a gap of -22.6 percentage points, which is well below the 50-point threshold required to trigger a vote against directors given the company's strong-positive absolute TSR, so no TSR concern applies, and no overboarding, attendance, or independence flags are present.
Bhanji has served since March 2021 and brings extensive pharma commercialization and market-access experience; the TSR gap of -22.6 percentage points versus the peer median does not reach the 50-point trigger threshold, no overboarding or independence issues are present, and all directors met the 75% attendance requirement.
Rodgers has served since March 2014, holds relevant financial and biotech board expertise, and serves as the audit committee financial expert; the TSR gap versus the peer group median is -22.6 percentage points, well short of the 50-point trigger, and no overboarding, independence, or attendance concerns are identified.
All three Class III nominees pass the TSR trigger test — ARDX's absolute 3-year return of +30.4% places it in the strong-positive tier, requiring a peer-group underperformance gap of at least 50 percentage points to trigger a vote against directors, and the actual gap is only -22.6 percentage points versus the company-disclosed peer median. No overboarding, attendance, independence, or qualification concerns are present for any nominee.
CEO
Michael Raab
Total Comp
$7,796,171
Prior Support
92%%
CEO Michael Raab received total compensation of approximately $7.8 million in 2025, which is within a reasonable range for a CEO at a commercial-stage biotech with $1.5 billion market cap and $377.8 million in revenue showing 18% year-over-year growth. The pay structure is heavily weighted toward variable compensation — equity awards and performance bonuses make up the large majority of total pay, and the annual bonus was funded at 105% of target based on measured corporate goals, not discretionary decisions, reflecting genuine pay-for-performance discipline. Prior-year Say-on-Pay support was 92%, well above the 70% threshold that would require a closer look, the company maintains a Nasdaq-compliant clawback policy, and no individual executive appears to have breached the policy's compensation-level thresholds.
Auditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$2,335,500
Non-Audit Fees
$249,366
Non-audit fees of $249,366 represent approximately 10.7% of audit fees of $2,335,500, which is well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire; no material financial restatements are noted; and EY is a Big Four firm appropriate for a $1.5 billion market-cap company.
The 2026 Ardelyx annual meeting presents a straightforward ballot: all three director nominees pass the TSR underperformance test given the company's strong-positive absolute 3-year return and a peer-group gap well below the policy threshold, the Say-on-Pay program reflects genuine performance linkage with 92% prior-year support and a well-structured variable pay mix, and the auditor ratification is clean with non-audit fees at only about 11% of audit fees. No significant governance concerns or policy triggers are identified across the evaluated proposals.
19 companies disclosed in 2026 proxy filing
