DEF 14A of ADC Therapeutics SA
Filed Apr 20, 2026 · FY20250001140361-26-015491
Directors and Executive Officers
Directors and Executive Officers The following table presents information about our current executive officers and directors. Ages are provided as of April 1, 2026.
Directors and Executive Officers
| Name | Position(s) | Age | | Executive Officers and Directors | | | | Ameet Mallik | Chief Executive Officer and Director | 53 | | Jose “Pepe” Carmona | Chief Financial Officer | 54 | | Peter Graham | Chief Legal and Compliance Officer | 59 | | Mohamed Zaki | Chief Medical Officer | 61 | | Non-Executive Directors | | | | Ron Squarer | Chairman of the Board of Directors | 59 | | Robert Azelby | Director | 58 | | Jean-Pierre Bizzari | Director | 71 | | Timothy Coughlin | Director | 59 | | Peter Hug | Lead Independent Director | 67 | | Viviane Monges | Director | 62 | | Tyrell J. Rivers | Director | 53 | | Victor Sandor | Director | 59 |
Non-Executive Directors
Non-Executive Directors Ron Squarer has been the Chairman of our board of directors since April 2020. Mr. Squarer served as Board Chair of Deciphera Pharmaceuticals Inc. (the makers of Qinlock® and Romvimza™) through its acquisition by Ono Pharmaceuticals for ~$2.5 billion in June 2024 and was the former CEO of Array Biopharma through its acquisition by Pfizer Inc. for $11.8 billion in August 2019, following the successful launch of the cancer treatments Braftovi® and Mektovi®. During his tenure at Array, the company’s value grew through execution across research, development, and commercialization focused in Oncology. Array Biopharma’s research team is also recognized for inventing Vitrakvi®, Koselugo®, Tukysa®, Retevmo®, and Krazati™. Mr. Squarer is currently a Board member at Nuvalent Inc. (advancing zidesamtinib and neladalkib), and a Board member at Travere Therapeutics (the makers of Filspari®). Before joining Array, Mr. Squarer held positions of increasing responsibility with Hospira, Inc. (now Pfizer Inc.), a global pharmaceutical and medical device company. As Chief Commercial Officer, he delivered $4 billion in worldwide annual revenue. He joined Hospira from Mayne Pharma, where he served as SVP, Global Corporate and Business Development, when Mayne was acquired by Hospira for over $2 billion. Before Mayne Pharma, he held leadership roles at Pfizer, Inc. (including in Oncology) and SmithKline Beecham Pharmaceuticals (now GlaxoSmithKline) in the U.S. and Europe. Mr. Squarer earned an MBA from the Kellogg School of Management, Northwestern University, and a bachelor’s degree in biochemistry from the University of California, Berkeley. We believe that Mr. Squarer’s extensive experience in the biotech and biopharma space makes him a valuable addition to our board of directors. Robert Azelby has been a member of our board of directors since June 2023. From October 2020 to February 2023, he served as President and Chief Executive Officer of Eliem Therapeutics. Prior to that, Mr. Azelby served as the Chief Executive Officer of Alder BioPharmaceuticals from June 2018 until its acquisition by H. Lundbeck in 2019. From November 2015 to May 2018, Mr. Azelby served as Executive Vice President, Chief Commercial Officer of Juno Therapeutics. Prior to that, Mr. Azelby served in various positions at Amgen, including vice president and general manager, oncology, vice president, Amgen oncology sales, vice president, commercial effectiveness unit and general manager of Amgen Netherlands. Mr. Azelby currently serves on the board of directors of Autolus Therapeutics, Cardinal Health and Terns Pharmaceuticals. He previously served on the board of directors of Eliem Therapeutics, Alder BioPharmaceuticals, Chinook Therapeutics, Clovis Oncology, Cascadian Therapeutics and Immunomedics. Mr. Azelby holds a B.A. in Economics and Religious Studies from the University of Virginia and an M.B.A. from Harvard Business School. We believe that Mr. Azelby’s extensive experience in the biotech and biopharma space makes him a valuable addition to our board of directors. Jean-Pierre Bizzari, M.D. has been a member of our board of directors since June 2022. He is a member of the scientific advisory board of France’s National Cancer Institute and a board member of the European Organisation of Research and Treatment of Cancer. From 2008 to 2015, Dr. Bizzari served as Executive Vice President, Group Head of Clinical Development Oncology at Celgene Corporation. Prior to that, he held various senior clinical development positions at Sanofi S.A., Aventis and Rhône-Poulenc. In addition to our board of directors, Dr. Bizzari also serves as a member of the board of directors of APREA Therapeutics, Inc., and previously served on the boards of directors of Transgene S.A., Onxeo SA, Compugen Limited and Halozyme Therapeutics, Inc. Dr. Bizzari holds an M.D. from Nice Medical School. We believe that Dr. Bizzari’s extensive experience in the biotech and biopharma space makes him a valuable addition to our board of directors. Timothy Coughlin, CPA, has been a member of our board of directors since June 2025. He is the former chief financial officer of Neurocrine Biosciences, Inc., a biopharmaceutical company that received FDA approval for INGREZZA® (valbenazine) and ORILISSA® (elagolix), both of which were discovered and developed during his tenure at Neurocrine from 2002 to 2018. Mr. Coughlin currently serves on the board of directors of Travere Therapeutics, Inc., and as the chair of the board of directors of aTyr Pharma, Inc., both biotechnology companies. He previously served on the board of directors of Peloton Therapeutics, Inc. prior to its sale to Merck in 2019 and Fate Therapeutics, Inc. from 2013 to 2025, both biotechnology companies. Prior to joining Neurocrine, he was with Catholic Health Initiatives, a nationwide integrated healthcare delivery system, where he served as vice president, Financial Services. Earlier in his career Mr. Coughlin served as a senior manager in the health sciences practice of Ernst & Young LLP and its predecessors. Mr. Coughlin holds a master’s degree in international business from San Diego State University and a bachelor’s degree in accounting from Temple University. Mr. Coughlin is a certified public accountant in both California and Pennsylvania. We believe that Mr. Coughlin’s extensive experience in the biotech and biopharma space makes him a valuable addition to our board of directors. Peter Hug, Ph.D. has been a member of our board of directors since June 2019. From 1983 to 2018, Dr. Hug served in various positions at F. Hoffmann-La Roche Ltd., including as head of Roche Pharma EEMEA region, head of Roche Pharma Europe region and Executive Vice President of Roche Pharma Partnering. Dr. Hug holds a Ph.D. in economics from the University of Basel. We believe that Mr. Hug’s extensive experience in the biotech and biopharma space makes him a valuable addition to our board of directors. Viviane Monges has been a member of our board of directors since June 2021. Ms. Monges has more than 30 years of executive-level financial leadership experience with global corporations, predominantly in the pharmaceutical industry. From 2015 to 2017, she served as Chief Financial Officer (CFO) of the Business Excellence Division at Nestlé, S.A. Prior to that, Ms. Monges served as Group CFO at Galderma S.A; EMEA CFO and then Global CFO at the OTC Division of Novartis; CFO of the Europe Region unit and CFO of the Global Pharma Business unit at Wyeth Pharmaceuticals/Pfizer. Ms. Monges also serves on the Board of Directors of BioMérieux SA and Pharvaris GmBH. She previously served on the board of Union Chimique Belge Biopharmaceutical Company S.A. (UCB), EUROAPI, Idorsia and DBV Technologies. She holds a B.A. and an M.B.A. in finance and public administration from the École Supérieure de Commerce de Paris. We believe that Ms. Monges’ extensive experience in the biotech and biopharma space makes her a valuable addition to our board of directors. Tyrell J. Rivers, Ph.D., has been a member of our board of directors since June 2018. Dr. Rivers is a Vice President within AstraZeneca’s Corporate Development & Ventures group and has been with the group since 2014. From 2009 to 2014, Dr. Rivers was at MedImmune Ventures specializing in biotechnology investing. In addition to our board of directors, Dr. Rivers also serves as a member of the board of directors of Cellectis S.A. Dr. Rivers holds a B.S. in chemical engineering from the Massachusetts Institute of Technology, an M.S. in engineering from the University of Texas at Austin, an M.B.A. from New York University Stern School of Business and a Ph.D. in chemical engineering from the University of Texas at Austin. We believe that Mr. Rivers’ extensive experience in the biotech and biopharma space makes him a valuable addition to our board of directors.
Non-Executive Directors
Victor Sandor, M.D. C.M. has been a member of our board of directors since April 2020. Dr. Sandor was most recently Chief Medical Officer at Array BioPharma, Inc. from 2014 to 2019 prior to its acquisition by Pfizer Inc. At Array, Dr. Sandor was instrumental in obtaining the approval of Braftovi® (encorafenib) and Mektovi® (binimetinib). Prior to joining Array, he was Senior Vice President for Global Clinical Development at Incyte Corporation, where he played a critical role in the approval of Jakafi® (ruxolitinib). Dr. Sandor was also Vice President and Chief Medical Officer for Oncology at Biogen Idec and held positions of increasing responsibility in oncology product development at AstraZeneca, where he played an important role in the registration of Arimidex® (anastrozole) for adjuvant use and the development of several early-stage programs through proof of concept. Dr. Sandor is currently also an independent director on the boards of Kymera Therapeutics, Inc., and Prelude Therapeutics Incorporated. Dr. Sandor received his M.D.C.M. from McGill University in Montreal, Canada, and completed Fellowship training in Medical Oncology at the National Institutes of Health. We believe that Dr. Sandor’s extensive experience in the biotech and biopharma space makes him a valuable addition to our board of directors.
Executive Compensation Philosophy and Objectives
| • | compensation programs should motivate executives to manage our business to meet our short- and long-term objectives by rewarding them for meeting those objectives. |
Compensation Practices Summary
| What We Do | | | ✔ | Total compensation is evaluated against competitive market data as defined by a peer group that is evaluated and adjusted annually and relevant industry-specific and size-appropriate survey data. | | ✔ | Tie majority of compensation to Company performance and creation of long-term value for our shareholders. | | ✔ | We evaluate corporate performance in our annual incentive plan. Performance is compared to our corporate objectives as described under the heading “—Annual Incentive Compensation and Bonuses.” | | ✔ | We allocate our compensation among base salary and short- and long-term incentive compensation target opportunities in such a way as to not encourage excessive risk-taking inclusive of caps on the maximum levels of payout, use of a variety of performance metrics and board approval of the compensation structure. | | ✔ | We apply Company-wide metrics to encourage decision-making that is in the best long-term interests of the Company and our shareholders. | | ✔ | We use a mix of equity award instruments under our long-term incentive program, including both share options and full-value restricted stock units. | | ✔ | Our equity awards vest over multi-year periods. | | ✔ | Our long-term incentive awards require both a change in control and a qualifying termination of employment (a so-called “double-trigger”) to trigger vesting following a change in control. | | ✔ | The compensation committee retains an independent compensation consultant to advise on market practices and specific compensation programs. | | ✔ | We conduct an annual advisory say-on-pay vote and actively review the results as we make program decisions. We solicit feedback regarding our compensation programs from shareholders and proxy advisers and consider any other shareholders comments we receive. | | ✔ | We maintain a clawback policy as described under the heading “Clawback Policy.” | | What We Don’t Do | | | ✘ | We do not provide single-trigger vesting of employee equity awards upon a change in control. | | ✘ | We do not provide tax gross-ups for NEOs to cover excise taxes under Section 4999 of the Internal Revenue Code. | | ✘ | We strictly prohibit officers and directors from engaging in short selling, put, call, or other derivative transactions or hedging or other monetization transactions, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds, in our common stock. | | ✘ | We do not pay dividends or dividend equivalents on shares or units that are not vested. | | ✘ | No pension benefits provided to NEOs or significant perquisites. |
2025 Executive Compensation
| • | We awarded annual cash incentive awards, as discussed in “Annual Incentive Compensation and Bonuses”; and |
2025 Executive Compensation
| • | We awarded long-term incentive awards, as discussed in “—Long-Term Incentives—Equity Compensation.” |
Compensation Components
Compensation Components The three primary components of executive compensation are base salary, annual incentive cash bonus and long-term equity incentive awards. These components are administered with the goal of providing total compensation that is competitive in the marketplace, while recognizing meaningful differences in individual performance and offering the opportunity to earn greater incremental rewards when merited by individual and Company performance. Base Salary. We pay our NEOs a base salary, which our compensation committee reviews and determines annually. Base salaries are used to compensate our NEOs for performing the core responsibilities of their positions and to provide them with a level of security with respect to a portion of their total compensation. Base salaries are set in part based on the NEO’s unique skills, experience and expected contribution to the Company, as well as individual performance, including the impact of such performance on our business results and the length of the NEO’s service at the Company. Decisions regarding base salary increases take into account the NEO’s current base salary, third-party benchmark and survey data, the salary compensation paid to other executive officers within the Company, our overall performance and its success in achieving its operational and strategic goals and objectives, the NEO’s contribution to Company performance and, for our non-CEO NEOs, recommendations made by our CEO. Annual Incentive Cash Bonus. Annual incentive compensation is intended to establish a direct correlation between annual cash awards and our performance. Our Annual Incentive Plan, or “AIP,” is an annual incentive cash bonus plan designed to align the interests of participants with the interests of the Company and our shareholders. The AIP is designed to strengthen the link between a participant’s pay and his or her overall performance and our performance, focus participants on critical corporate objectives, offer a competitive cash incentive and encourage and reward performance and competencies critical to our success. Each NEO is given a target amount under the AIP that is calibrated competitively to our market benchmarks (see more detailed discussion on market benchmarks below). Long-Term Incentive Compensation. In addition to using base salaries and annual incentive cash bonuses, which our compensation committee views as short-term compensation to reward our NEOs for meeting Company performance objectives, a significant portion of our NEOs’ compensation is in the form of long-term equity incentive awards. Our long-term incentive compensation serves to align a significant portion of each executive’s total compensation with our long-term performance and the interests of our shareholders. To that end, each year the compensation committee provides an annual equity-based incentive award to each of our NEOs that is typically composed of restricted share units (“RSUs”). To responsibly manage our share pool and minimize potential dilution to stockholders, the annual equity awards for the past three years were granted entirely in the form of RSUs, other than new hire awards that were granted in the form of stock options. RSUs are linked to stock price performance but expend fewer shares than stock options to deliver the same value. Granting in RSUs allows us to effectively manage our annual share usage while continuing to provide the necessary incentives that continue to drive shareholder alignment. We intend to annually revisit our long-term incentive program to determine which vehicles strike the right balance between shareholder alignment, engagement and performance. The annual equity awards are designed to engage Company leaders to focus on our long-term performance, offer participants competitive and market-based long-term incentive award opportunities and strengthen the link between a participant’s compensation, his or her overall performance and the Company’s performance. We believe that the annual equity awards will further assist us in achieving an appropriate balance between our long- and short-term performance, as well as between the achievement of annual operating objectives and creating long-term value and the delivery of shareholder return by providing compensation commensurate with overall Company performance. For more information regarding our equity compensation plans, please see “—Long-Term Incentives—Equity Compensation.”
Setting Executive Pay (Benchmarking)
Setting Executive Pay (Benchmarking) Our compensation committee retained an independent compensation advisor to conduct a competitive benchmarking analysis for compensation decisions. As an initial step in that process, our consultant reviewed the prior year’s criteria and, based on changes in our headcount, revenue and market capitalization, recommended changes for determining a peer group of companies. At the compensation committee’s request, our independent compensation advisor reviewed the criteria in September 2024 for use in benchmarking to inform Q1 2025 compensation decisions. Based on our then-current revenue, headcount and market capitalization profile, Pearl Meyer recommended the following criteria to assess the peer group:
Setting Executive Pay (Benchmarking)
| • | Public, emerging commercial bio pharma companies with a preference for companies in US biotech “hub” locations and those focused in oncology; |
Setting Executive Pay (Benchmarking)
| • | Market capitalization generally between $100 million and $1 billion; |
Setting Executive Pay (Benchmarking)
| • | Annual revenue between $50 million and $250 million; and |
Setting Executive Pay (Benchmarking)
| • | 125 to 500 employees. |
Setting Executive Pay (Benchmarking)
Former peers that no longer met the above criteria or were otherwise considered a poor business comparator based on the Company’s current size and profile were replaced with more appropriate go-forward comparators. Based on the criteria set forth above, the final group of peer companies approved by our compensation committee in September 2024 for use in benchmarking to inform Q1 2025 compensation decisions was composed of the following companies:
Setting Executive Pay (Benchmarking)
| • 2seventy bio, Inc. (acquired by Bristol Myers Squibb) • Heron Therapeutics [HRTX] • Pyxis Oncology, Inc. [PYXS] • Adaptimmune Therapeutics plc • Immunome, Inc. [IMNM] • Rigel Pharmaceuticals [RIGL] • Akebia Therapeutics, Inc. [AKBA] • KaryoPharm Therapeutics Inc. [KPTI] • uniQure N.V. [QURE] • Allogene Therapeutics, Inc. [ALLO] | • Urogen Pharma Ltd. [URGN] • Aquestive Therapeutics, Inc. [AQST] • Mersana Therapeutics, Inc. (acquired by Day One Biopharmaceuticals) • X4 Pharmaceuticals [XFOR] • Esperion Therapeutics, Inc. [ESPR] • Nektar Therapeutics [NKTR] • Y-mAbs Therapeutics (acquired by SERB Pharmaceuticals) • Fate Therapeutics, Inc. [FATE] • Puma Biotechnology, Inc. [PBYI] |
Setting Executive Pay (Benchmarking)
| • MacroGenics [MGNX] | • Zymeworks Inc. [ZYME] |
Setting Executive Pay (Benchmarking)
Based on our compensation objectives and philosophy and the information provided by our independent compensation advisor, the compensation committee determined that overall compensation for our executive officers is aligned with market practice. The compensation committee does not have a specific target compensation level for the NEOs; rather, the compensation committee reviews a range of market data reference points (generally at the 25th, 50th and 75th percentiles of the market data) with respect to target total direct compensation, target total cash compensation (including both base salary and the target annual cash incentive) and equity compensation. In making compensation determinations, the compensation committee considers peer group data, general market data, and any other factors the compensation committee deems appropriate.
Annual Incentive Compensation and Bonuses
Annual Incentive Compensation and Bonuses The performance goals of the AIP vary year to year, as approved by the compensation committee and our Board. The CEO proposes goals which are reviewed with the compensation committee and then the Board. The compensation committee and the Board provide comments which are incorporated into the goals. The compensation committee and Board determine the final weighting of each goal. The final version of the goals are then presented to the compensation committee and the Board for approval. Metrics are selected with a focus on a demonstrable link to long-term valuation creation and the growth of the Company. Goals are calibrated to be sufficiently robust and build on prior year accomplishments and our pipeline. Our principal objective in providing annual incentive compensation and bonuses is to reward strong Company performance. While we target our opportunities for annual incentive compensation to be market competitive, this guideline is based on target award levels and actual payouts to the NEOs, including our CEO can vary significantly based on actual performance. We set target award levels for our executives based on a percentage of their base salary, as reflected in each NEO’s employment agreement or as otherwise determined by the compensation committee. For Mr. Mallik, the target annual incentive award was 60% of base salary, and for Mr. Carmona and Dr. Zaki, their target annual incentive awards were 50% of base salary. The compensation committee and Board reviewed and approved the Company performance goals for the NEOs at its February 2025 meeting. In setting the goals for 2025, the compensation committee determined the weight that any particular Company performance goal carried within the applicable category. For the CEO and all other NEOs, the achievement of the foregoing Company performance goals account for 100% of their annual incentive compensation. Payout is capped at 150% of target for Company performance goals. With respect to the 2025 AIP, our compensation committee had discretion to increase or reduce any payment amount, including down to zero, that would otherwise be earned or payable to any executive and to take into account assessment of any other additional factors. The following table sets forth our 2025 corporate performance goals, the relative weighting of each goal and the year-end results.
Annual Incentive Compensation and Bonuses
| Performance Goals | Weighting | Actual | | Achieved | | Zynlonta Revenue | 29% | • Achieved $73.6 million in net sales | • Above target | 43.5% | | Advance Clinical Trials | 18% | • LOTIS 7: Enrolled 40 patients by April 2025 and disclosed positive data on 41 patients in June 2025 at EHA/ICLM | • Above target | 27% | | Advance ADCT-241 to IND enabling activities | 11.5% | • ADCT-241(PSMA): IND enabling activities successfully completed by year-end | • At target | 11.5% | | Implement restructuring and re-organization plan | 11.5% | • Successfully completed restructuring plan to eliminate early research, close UK facility and focus on Zynlonta | • Above target | 16% | | Extend Cash Runway, Complete Business Development Transaction and Drive Employee Engagement | 30% | • Completed two follow-on offerings and extended expected cash runway into at least mid-2028 | • Above target | 27% | | | | • Business Development transaction not yet completed | • Below target | | | | | • Employee turnover and engagement | • Above target | | | TOTAL | | | | 125% |
Annual Incentive Compensation and Bonuses
At the February 2026 meeting, the compensation committee assessed whether and to what extent the applicable performance goals were achieved for 2025. As discussed above, the compensation committee and our board of directors determined that our performance goals were achieved at a level of 125% as a result of the accomplishments during 2025. Following their annual review, the Committee determined to not apply any additional discretion to final 2025 bonus payouts. Based on this level of achievement for 2025, Mr. Mallik received a bonus payout of $582,063, Mr. Carmona received a bonus payout of $328,255 and Dr. Zaki received a bonus payout of $431,325.
Long-Term Incentives – Equity Compensation
Long-Term Incentives – Equity Compensation We maintain the 2019 Equity Incentive Plan, the Conditional Share Capital Plan and the Inducement Plan, all of which are broad-based omnibus equity compensation programs that permit the compensation committee to award various types of equity-based awards. Following a review of the benchmark data as provided by our committee’s independent compensation adviser, the compensation committee determined the targeted number of shares to grant for our 2025 annual grant based on a review of market grant levels as measured as a percent of common shares outstanding. The targeted positioning versus market aligns our long-term incentive philosophy to norms within our industry. Grants for 2025 were issued as 100% time-vested restricted stock units. Granting in RSUs allows us to effectively manage our annual share usage while continuing to provide the necessary incentives that continue to drive shareholder alignment. We intend to annually revisit our long-term incentive program to determine which vehicles strike the right balance between shareholder alignment, engagement and performance. In February 2025, we granted 650,000 RSUs to Mr. Mallik, 240,000 RSUs to Mr. Carmona and 230,000 RSUs to Dr. Zaki under the Conditional Share Capital Plan. These RSUs vest in three equal installments on the first, second and third anniversary of the grant date. We utilize double-trigger vesting. Accordingly, unless the compensation committee determines otherwise with respect to a particular grant, to the extent a change in control of the Company occurs and the Company is not the surviving corporation (or survives only as a subsidiary of another corporation) and if the awards are assumed by, or replaced with awards with comparable terms by, the surviving corporation (or parent or subsidiary of the surviving corporation), the awards will vest or become fully exercisable, as applicable on the date that the grantee is terminated by the Company without cause or the executive terminates his or her employment with good reason if such termination is upon or within 12 months following the change in control. The compensation committee recommends and the Board approves compensation for our NEOs. The compensation committee may make off-cycle grants for newly hired or newly promoted officers, and otherwise makes other grants only in special circumstances. We strictly refrain from retroactively granting share options, RSUs or other share-based awards and avoid aligning grant timing with the disclosure of material nonpublic information about our Company. We believe that our grant practices are appropriate and minimize questions regarding timing of grants in anticipation of material events, since grants become effective in accordance with standard grant procedures.
Equity Compensation Plans
Equity Compensation Plans
2019 Equity Incentive Plan
2019 Equity Incentive Plan Plan Administration. The 2019 Equity Incentive Plan is administered by the compensation committee of our board of directors, subject to the board of directors’ discretion to administer or appoint another committee to administer it. Awards. Equity incentive awards under the 2019 Equity Incentive Plan may be granted in the form of options, share appreciation rights, restricted shares, restricted share units, performance awards or other share-based awards but not “incentive stock options” for purposes of U.S. tax laws. Options and share appreciation rights will have an exercise price determined by the administrator but will not be less than fair market value of the underlying common shares on the date of grant. Vesting. The vesting conditions for grants under the equity incentive awards under the 2019 Equity Incentive Plan are set forth in the applicable award documentation. Termination of Service and Change in Control. In the event of a participant’s termination of employment, the compensation committee may, in its discretion, determine the extent to which an equity incentive award may be exercised, settled, vested, paid or forfeited. In the event of our termination of a participant’s employment without Cause or a participant’s resignation for Good Reason (as defined in the 2019 Equity Incentive Plan) upon or within 18 months following a change in control of the company (as defined in the 2019 Equity Incentive Plan), any awards outstanding to the participant (unless otherwise provided in the award agreement) will immediately vest and settle, and options and share appreciation rights will become fully exercisable. In the event of a change in control that involves a merger, acquisition or other corporate transaction, any outstanding award not assumed, substituted, replaced or continued in connection with the transaction will immediately vest and settle, and options and share appreciation rights will become fully exercisable. In connection with a change of control, the compensation committee may, in its discretion, take any one or more of the following actions with respect to outstanding awards: (i) cancel any such award, in exchange for a payment in cash, securities or other property or any combination thereof with a value equal to the value of such award based on the per share value of common shares received or to be received by other shareholders in the event (or without payment of consideration if the committee determines that no amount would have been realized upon the exercise of the award or other realization of the participant’s rights); (ii) require the exercise of any outstanding option; (iii) provide for the assumption, substitution, replacement or continuation of any award by the successor or surviving corporation, along with appropriate adjustments with respect to the number and type of securities (or other consideration) of the successor or surviving corporation, subject to any replacement awards, the terms and conditions of the replacement awards (including performance targets) and the grant, exercise or purchase price per share for the replacement awards; (iv) make any other adjustments in the number and type of securities (or other consideration) subject to (a) such awards and in the terms and conditions of such awards in order to prevent the dilution or enlargement of benefits intended to be made available under the 2019 Equity Incentive Plan and (b) awards that may be granted in the future; (v) provide that any such award shall be accelerated and become exercisable, payable and/or fully vested with respect to all shares covered thereby or (vi) provide that any award shall not vest, be exercised or become payable as a result of such event. Termination and Amendment. Unless terminated earlier, the 2019 Equity Incentive Plan will continue for a term of ten years. Our board of directors has the authority to amend or terminate the 2019 Equity Incentive Plan subject to shareholder approval with respect to certain amendments. However, no such action may impair the rights of the recipient of any options unless agreed to by the recipient.
Conditional Share Capital Plan
Conditional Share Capital Plan Plan Administration. The Conditional Share Capital Plan is administered by the compensation committee of our board of directors, subject to the board of directors’ discretion to administer or appoint another committee to administer it. Awards. Equity incentive awards under the Conditional Share Capital Plan may be granted in the form of options, share appreciation rights, restricted shares, restricted share units, performance awards or other share-based awards but not “incentive stock options” for purposes of U.S. tax laws. Options and share appreciation rights will have an exercise price determined by the administrator but will not be less than fair market value of the underlying common shares on the date of grant. Vesting. The vesting conditions for grants under the equity incentive awards under the Conditional Share Capital Plan are set forth in the applicable award documentation. Termination of Service and Change in Control. In the event of a participant’s termination of employment, the compensation committee may, in its discretion, determine the extent to which an equity incentive award may be exercised, settled, vested, paid or forfeited. In the event of our termination of a participant’s employment without Cause or a participant’s resignation for Good Reason (as defined in the Conditional Share Capital Plan) upon or within 18 months following a change in control of the company (as defined in the Conditional Share Capital Plan), any awards outstanding to the participant (unless otherwise provided in the award agreement) will immediately vest and settle, and options and share appreciation rights will become fully exercisable. In the event of a change in control that involves a merger, acquisition or other corporate transaction, any outstanding award not assumed, substituted, replaced or continued in connection with the transaction will immediately vest and settle, and options and share appreciation rights will become fully exercisable. In connection with a change of control, the compensation committee may, in its discretion, take any one or more of the following actions with respect to outstanding awards: (i) cancel any such award, in exchange for a payment in cash, securities or other property or any combination thereof with a value equal to the value of such award based on the per share value of common shares received or to be received by other shareholders in the event (or without payment of consideration if the committee determines that no amount would have been realized upon the exercise of the award or other realization of the participant’s rights); (ii) require the exercise of any outstanding option; (iii) provide for the assumption, substitution, replacement or continuation of any award by the successor or surviving corporation, along with appropriate adjustments with respect to the number and type of securities (or other consideration) of the successor or surviving corporation, subject to any replacement awards, the terms and conditions of the replacement awards (including performance targets) and the grant, exercise or purchase price per share for the replacement awards; (iv) make any other adjustments in the number and type of securities (or other consideration) subject to (a) such awards and in the terms and conditions of such awards in order to prevent the dilution or enlargement of benefits intended to be made available under the Conditional Share Capital Plan and (b) awards that may be granted in the future; (v) provide that any such award shall be accelerated and become exercisable, payable and/or fully vested with respect to all shares covered thereby or (vi) provide that any award shall not vest, be exercised or become payable as a result of such event. Termination and Amendment. Unless terminated earlier, the Conditional Share Capital Plan will continue for a term of ten years. Our board of directors has the authority to amend or terminate the Conditional Share Capital Plan subject to shareholder approval with respect to certain amendments. However, no such action may impair the rights of the recipient of any options unless agreed to by the recipient.
Inducement Plan
Inducement Plan Plan Administration. The Inducement Plan is administered by the compensation committee of our board of directors, subject to the board of directors’ discretion to administer or appoint another committee to administer it. Awards. Equity incentive awards under the Inducement Plan may be granted in the form of options, share appreciation rights, restricted shares, restricted share units, performance awards or other share-based awards but not “incentive stock options” for purposes of U.S. tax laws. Options and share appreciation rights will have an exercise price determined by the administrator but will not be less than fair market value of the underlying common shares on the date of grant. Vesting. The vesting conditions for grants under the equity incentive awards under the Inducement Plan are set forth in the applicable award documentation. Termination of Service and Change in Control. In the event of a participant’s termination of employment, the compensation committee may, in its discretion, determine the extent to which an equity incentive award may be exercised, settled, vested, paid or forfeited. In the event of our termination of a participant’s employment without Cause or a participant’s resignation for Good Reason (as defined in the Inducement Plan) upon or within 18 months following a change in control of the company (as defined in the Inducement Plan), any awards outstanding to the participant (unless otherwise provided in the award agreement) will immediately vest and settle, and options and share appreciation rights will become fully exercisable. In the event of a change in control that involves a merger, acquisition or other corporate transaction, any outstanding award not assumed, substituted, replaced or continued in connection with the transaction will immediately vest and settle, and options and share appreciation rights will become fully exercisable. In connection with a change of control, the compensation committee may, in its discretion, take any one or more of the following actions with respect to outstanding awards: (i) cancel any such award, in exchange for a payment in cash, securities or other property or any combination thereof with a value equal to the value of such award based on the per share value of common shares received or to be received by other shareholders in the event (or without payment of consideration if the committee determines that no amount would have been realized upon the exercise of the award or other realization of the participant’s rights); (ii) require the exercise of any outstanding option; (iii) provide for the assumption, substitution, replacement or continuation of any award by the successor or surviving corporation, along with appropriate adjustments with respect to the number and type of securities (or other consideration) of the successor or surviving corporation, subject to any replacement awards, the terms and conditions of the replacement awards (including performance targets) and the grant, exercise or purchase price per share for the replacement awards; (iv) make any other adjustments in the number and type of securities (or other consideration) subject to (a) such awards and in the terms and conditions of such awards in order to prevent the dilution or enlargement of benefits intended to be made available under the Inducement Plan and (b) awards that may be granted in the future; (v) provide that any such award shall be accelerated and become exercisable, payable and/or fully vested with respect to all shares covered thereby or (vi) provide that any award shall not vest, be exercised or become payable as a result of such event. Termination and Amendment. Unless terminated earlier, the Inducement Plan will continue for a term of ten years. Our board of directors has the authority to amend or terminate the Inducement Plan. However, no such action may impair the rights of the recipient of any options unless agreed to by the recipient.
Employment Agreements
Employment Agreements
Employment Agreement with Ameet Mallik
Employment Agreement with Ameet Mallik Ameet Mallik serves as the Company’s President and Chief Executive Officer under an executive employment agreement with ADC Therapeutics America, Inc. (the “Employer”) dated as of May 6, 2022 (as amended by letter dated December 20, 2023). Pursuant to such employment agreement, Mr. Mallik is entitled to receive an annual base salary of $700,000, subject to increase from time to time if approved by the compensation committee, and is eligible to receive an annual target cash bonus of 60% of his base salary, payable based on the achievement of performance goals as established by the compensation committee. Mr. Mallik is eligible to be considered for an annual equity grant subject to approval by the compensation committee. For a summary of Mr. Mallik’s equity awards, please see “—Long-Term Incentives—Equity Compensation”. If Mr. Mallik’s employment is terminated for any reason (including by reason of death or disability (as defined in his employment agreement)), he is entitled to receive (i) accrued base salary through the termination date, (ii) payment of any earned, but unused, paid time off, and (iii) reimbursement of expenses in accordance with the Employer’s reimbursement policy (the “Accrued Amounts”). If the Employer terminates Mr. Mallik’s employment without “Cause”, or if Mr. Mallik terminates his employment with “Good Reason” (as these terms are defined in his employment agreement) between the date of the notice of termination and the effective termination date, the Employer has agreed to pay Mr. Mallik, in addition to the Accrued Amounts and to the extent permitted by Swiss law, all base salary, benefits and continued vesting of unvested options and RSUs. The Employer may elect to place Mr. Mallik on garden leave between the date of the notice of termination and the effective termination date, during which time he will receive all base salary, benefits and continued vesting of unvested options and RSUs. Following termination, Mr. Mallik will receive (i) a pro-rata target bonus for the fiscal year of termination, payable on the first payroll date following 60 days post-termination and (ii) reimbursement to cover out-of-pocket costs to continue group health insurance benefits under COBRA for 12 months post-termination. If the Employer terminates Mr. Mallik’s employment without “Cause” or if Mr. Mallik terminates with “Good Reason”, the notice period is one year. However, in either case Mr. Mallik may elect to leave any time after 60 days following the date of the notice of termination. If the Employer terminates Mr. Mallik’s employment with “Cause”, the termination may be effective immediately. If Mr. Mallik terminates without “Good Reason”, the notice period is 60 days. Following the end of Mr. Mallik’s employment, he will be subject to a non-compete obligation for 12 months, during which time he will be paid a monthly gross amount equal to 50% of the sum of (i) his portion of annual base salary paid in the last month prior to the date of his termination and (ii) one twelfth of his target bonus for the financial year in which the date of his termination occurs for each month during which Mr. Mallik is subject to and complies with the non-compete obligation. The Employer may waive the post-employment non-compete at any time by giving one month’s written notice to Mr. Mallik, effective at the end of a calendar month. In addition, if the Employer terminates Mr. Mallik’s employment without “Cause”, or if Mr. Mallik terminates his employment with “Good Reason”, in either case within 18 months following a change in control (as defined in his employment agreement), Mr. Mallik’s outstanding unvested equity awards, including options and RSUs, become fully and immediately vested. The payment of the pro-rata target bonus and the employer portion of COBRA payments following termination is conditioned on the execution by Mr. Mallik of a release in favor of the Company and compliance with the restrictive covenant provisions applicable to Mr. Mallik under his employment agreement.
Employment Agreement with Jose (Pepe) Carmona
Employment Agreement with Jose (Pepe) Carmona Jose (Pepe) Carmona serves as the Company’s Chief Financial Officer under an executive employment agreement with the Employer dated as of December 19, 2022. Pursuant to such employment agreement, Mr. Carmona is entitled to receive an annual base salary of $480,000, subject to increase from time to time if approved by the compensation committee, and is eligible to receive an annual target cash bonus of 50% of his base salary, payable based on the achievement of performance goals as established by the compensation committee. Mr. Carmona is eligible to be considered for an annual equity grant subject to approval by the compensation committee. For a summary of Mr. Carmona’s equity awards, please see “—Long-Term Incentives—Equity Compensation”. If Mr. Carmona’s employment is terminated for any reason (including by reason of death or disability (as defined in his employment agreement)), he is entitled to receive the Accrued Amounts. If the Employer terminates Mr. Carmona’s employment without “Cause”, or if Mr. Carmona terminates his employment with “Good Reason” (as these terms are defined in his employment agreement) between the date of the notice of termination and the effective termination date, the Employer has agreed to pay Mr. Carmona, in addition to the Accrued Amounts and to the extent permitted by Swiss law, all base salary, benefits and continued vesting of unvested options and RSUs. The Employer may elect to place Mr. Carmona on garden leave between the date of the notice of termination and the effective termination date, during which time he will receive all base salary, benefits and continued vesting of unvested options and RSUs. Following termination, Mr. Carmona will receive (i) a pro-rata target bonus for the fiscal year of termination, payable on the first payroll date following 60 days post-termination and (ii) reimbursement to cover out-of-pocket costs to continue group health insurance benefits under COBRA for 12 months post-termination. If the Employer terminates Mr. Carmona’s employment without “Cause” or if Mr. Carmona terminates with “Good Reason”, the notice period is one year. However, in either case Mr. Carmona may elect to leave any time after 60 days following the date of the notice of termination. If the Employer terminates Mr. Carmona’s employment with “Cause”, the termination may be effective immediately. The payment of the pro-rata target bonus and the employer portion of COBRA payments following termination is conditioned on the execution by Mr. Carmona of a release in favor of the Company and compliance with the restrictive covenant provisions applicable to Mr. Carmona under his employment agreement.
Employment Agreement with Mohamed Zaki
Employment Agreement with Mohamed Zaki Dr. Mohamed Zaki serves as the Company’s Chief Medical Officer under an executive employment agreement dated as of December 22, 2023. Pursuant to such employment agreement, Dr. Zaki is entitled to receive an annual base salary of $650,000, subject to increase from time to time if approved by the compensation committee, and is eligible to receive an annual target cash bonus of 50% of his base salary, payable based on the achievement of performance goals as established by the compensation committee. Dr. Zaki is also eligible to be considered for an annual equity award subject to approval by the compensation committee. For a summary of Dr. Zaki’s equity awards, please see “—Long-Term Incentives—Equity Compensation”. If Dr. Zaki’s employment is terminated for any reason (including by reason of death or disability (as defined in his employment agreement)), regardless of whether he signs a release of claims against the Company, he is entitled to receive the Accrued Amounts and the payment of any earned but unpaid annual bonus from the prior fiscal year (the “Prior Year Bonus”). If the Employer terminates Dr. Zaki’s employment without “Cause”, or if Dr. Zaki terminates his employment with “Good Reason” (as these terms are defined in his employment agreement), in addition to the Accrued Amounts and the Prior Year Bonus, the Employer has agreed to pay Dr. Zaki a severance payment equivalent to (i) the sum of Dr. Zaki’s annual base salary and target bonus for the year in which termination occurs, divided by 12, (“Monthly Severance”) multiplied by 15 and paid in equal installments over the 15 month period following the date of termination (ii) a pro-rata target bonus for the fiscal year of termination, payable within 60 days post-termination, (iii) reimbursement to cover out-of-pocket costs to continue group health insurance benefits under COBRA for 15 months and (iv) all outstanding equity grants held by Dr. Zaki which vest based on his continued service over time shall accelerate, become fully vested and/or exercisable over the 15 month period following a termination of employment. The Employer may elect to place Dr. Zaki on garden leave between the date of the notice of termination and the effective termination date (which will be at least 60 days following the date of the notice of termination other than a termination for cause), during which time he will continue to receive base salary and benefits, and his outstanding equity awards will continue to vest. In addition, if the Employer terminates Dr. Zaki’s employment without “Cause”, or if Dr. Zaki terminates his employment with “Good Reason”, in each case within 12 months following a change in control (as defined in his employment agreement), the Employer has agreed to pay Dr. Zaki a severance payment of (i) the Monthly Severance amount multiplied by 18 and paid in equal installments over 18 months, (ii) a pro-rata target bonus for the fiscal year of termination, payable within 60 days post-termination, (iii) reimbursement to cover out-of-pocket costs to continue group health insurance benefits under COBRA for 18 months and (iv) all outstanding equity grants held by Dr. Zaki shall accelerate, become fully vested and/or exercisable as of the date of the change in control. The severance payment is conditioned on the execution by Dr. Zaki of a release and compliance with the restrictive covenant provisions applicable to Dr. Zaki under his employment agreement.
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position | Year | Salary | Bonus(1) | Stock Awards(2) | Non-Equity Incentive Plan Compensation(3) | All Other Compensation(4) | Total | | Ameet Mallik Chief Executive Officer | 2025 | $776,084 | $— | $1,046,500 | $582,063 | $48,503 | $2,453,150 | | | 2024 | $746,235 | $621,732 | $— | $425,354 | $44,307 | $1,837,628 | | Jose “Pepe” Carmona Chief Financial Officer | 2025 | $525,208 | $— | $386,400 | $328,255 | $7,140 | $1,247,003 | | | 2024 | $505,008 | $180,000 | $— | $239,879 | $8,698 | $933,585 | | Mohamed Zaki Chief Medical Officer | 2025 | $690,121 | $— | $370,300 | $431,325 | $23,820 | $1,515,566 | | | 2024 | $670,020 | $— | $— | $318,260 | $21,233 | $1,009,513 |
Summary Compensation Table
| (1) The amounts disclosed in this column represent the portion of retention bonuses paid to Mr. Mallik and Mr. Carmona. |
Summary Compensation Table
| (2) The amounts reported in this column represent the aggregate grant date fair value of RSUs granted to our NEOs during 2025, as calculated in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the RSU awards are described in Note 19, “Share-based compensation” to our audited consolidated financial statements. |
Summary Compensation Table
| (3) The amounts reported in this column represent the aggregate grant date fair value of options granted to our NEOs, as calculated in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the option awards are described in Note 19, “Share-based compensation” to our audited consolidated financial statements. |
Summary Compensation Table
| (4) The amounts in this column represent health insurance benefits, life and disability insurance, 401(k) matching contributions and other wellness benefits. In 2025: For Mr. Mallik: health insurance, $38,759; 401(k) matching contributions, $8,084; life and disability insurance, $1,634; and other, $26. For Mr. Carmona: 401(k) matching contributions, $5,480; and life and disability insurance, $1,634; and other, $26. For Dr. Zaki: health insurance, $14,971; 401(k) matching contributions, $7,189; life and disability insurance, $1,634; and other, $26. In 2024: For Mr. Mallik: health insurance, $36,639; 401(k) matching contributions, $6,008; life and disability insurance, $1,634; and other, $26. For Mr. Carmona: 401(k) matching contributions, $7,038; and life and disability insurance, $1,634; and other, $26. For Dr. Zaki: health insurance, $14,156; 401(k) matching contributions, $5,417; life and disability insurance, $1,634; and other, $26. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table sets forth information concerning outstanding equity awards for our NEOs as of December 31, 2025.
Outstanding Equity Awards at Fiscal Year-End
| | | Option Awards | | | | Stock Awards | | | | | Name | Grant date | Number of securities underlying unexercised options exercisable | Number of securities underlying unexercised options unexercisable(1) | Option exercise price | Option expiration date | Number of shares or units of stock that have not vested(2) | Market value of shares or units of stock that have not vested | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested | | Ameet Mallik | 5/6/2022 | 956,715 | 111,246 | $10.95 | 5/6/2032 | — | $— | — | $— | | | 3/22/2023 | 429,688 | 195,312 | $1.99 | 3/22/2033 | — | $— | — | $— | | | 2/13/2025 | — | — | $— | — | 650,000 | $2,294,500 | — | $— | | Jose Carmona | 12/19/2022 | 345,000 | 115,000 | $3.04 | 12/19/2032 | — | $— | — | $— | | | 2/13/2025 | — | — | $— | — | 240,000 | $847,200 | — | $— | | Mohamed Zaki | 1/3/2023 | 680,556 | 19,444 | $3.59 | 1/3/2033 | — | $— | — | $— | | | 2/13/2025 | — | — | $— | — | 230,000 | $811,900 | — | $— |
Outstanding Equity Awards at Fiscal Year-End
| (1) For Mr. Mallik and Mr. Carmona: These options vest over four years from the date of grant, with 1/4 vesting on the first anniversary of such date, and the remainder vesting monthly in 36 equal installments, subject to continued service through each such vesting date. For Dr. Zaki: The options will vest over three years from the date of grant with 33% vesting after one year and in equal monthly installments thereafter. |
Outstanding Equity Awards at Fiscal Year-End
| (2) For the RSU grants issued on February 13, 2025: Represent restricted stock units (“RSUs”) which vest 1/3 on each of the first three anniversaries of the grant date. |
Pension Benefits
Pension Benefits Our NEOs are eligible to participate in our 401(k) Plan, which is a defined contribution plan offered to all of our full-time U.S. based employees. There are no other pension benefit arrangements covering our NEOs.
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control The material terms of the contracts with each of our NEOs are summarized under “—Employment Agreements” above, including payments to NEOs at, following or in connection with the resignation, retirement or other termination of an NEO, or a change in the NEO’s responsibilities following a change in control.
Pay Versus Performance
Pay Versus Performance The following summarizes the relationship between the total compensation paid to our CEO and other Named Executives Officers (“NEOs”), and our financial performance. In this discussion, our CEO is also referred to as our principal executive officer or “PEO”, and our NEOs other than our CEO are referred to as our “Non-PEO NEOs”):
Pay Versus Performance
| Year | Summary compensation table total for PEO(1) | Compensation actually paid to PEO(2) | Average summary compensation table total for non-PEO NEOs(1) | Average compensation actually paid to non-PEO NEOs(2) | Value of initial fixed $100 investment based on total shareholder return(3) | Net income (loss) in millions | | 2025 | $2,453,150 | $6,047,297 | $1,381,285 | $2,651,931 | $91.93 | $(142.6) | | 2024 | $1,837,628 | $4,130,959 | $971,549 | $1,579,197 | $51.82 | $(157.8) | | 2023 | $3,779,425 | $2,678,585 | $2,831,604 | $2,155,670 | $43.23 | $(240.1) |
Pay Versus Performance
| (1) See the “Summary Compensation Table” above for detail. The Average compensation of our Non-PEOs was also derived from the “Summary Compensation Table” above. |
Pay Versus Performance
| (2) For purposes of this table, the compensation actually paid (“Compensation Actually Paid”, or “CAP”) means the total compensation as reflected in the “Summary Compensation Table” less the grant date fair values of stock awards and option awards included in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table, and adjusted for the following with respect to equity awards granted: |
Pay Versus Performance
| • | Plus the year-end value of awards granted in the covered fiscal year which were outstanding and unvested at the end of the covered fiscal year, |
Pay Versus Performance
| • | Plus/(less) the change in value as of the end of the covered fiscal year as compared to the end of the prior fiscal year for awards which were granted in prior years and were outstanding and unvested at the end of the covered fiscal year, |
Pay Versus Performance
| • | Plus the vesting date value of awards which were granted and vested during the same covered fiscal year (none of the equity awards held by NEOs were granted and vested in the same year), |
Pay Versus Performance
| • | Plus/(less) the change in value as of the vesting date as compared to the end of the prior fiscal year for awards which were granted in prior years and vested in the covered fiscal year, |
Pay Versus Performance
| • | Less, as to any awards which were granted in prior fiscal years and were forfeited during the covered fiscal year, the value of such awards as of the end of the prior fiscal year (none of the equity awards held by NEOs were forfeited during the year covered in the table), |
Pay Versus Performance
| • | Plus the dollar value of any dividends or other earnings paid during the year on outstanding and unvested awards (no dividends or other earnings were paid by the Company during the year covered in the table), |
Pay Versus Performance
| • | Plus, as to an award that is materially modified during the covered fiscal year, the amount by which the value of the award as of the date of the modification exceeds the value of the original award on the modification date (none of the equity awards held by the NEOs were materially modified during the year covered in the table). |
Pay Versus Performance
In making each of these adjustments, the value of an award is the fair value of the award on the applicable date determined in accordance with FASB’s ASC Topic 718 using the valuation assumptions we then use to calculate the fair value of our equity awards. For more information on the valuation of our equity awards, please see the notes to our financial statements that appear in our Annual Report on Form 10-K each year and the footnotes to the Summary Compensation Table. The tables below reflect the CAP (determined as noted above) for our CEO and, for our Non-PEO NEOs, the average of the CAPs determined for the Non-PEO NEO and provide a reconciliation of the Summary Compensation Table Total to Compensation Actually Paid for our PEO and Non-PEOs for the fiscal year 2025.
Pay Versus Performance
| Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for CEO | Fiscal Year 2025 | | Summary of Compensation Table Total | $2,453,150 | | Less: Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | (1,046,500) | | Plus: Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted In Fiscal Year | 2,294,500 | | Plus (Less): Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years | 1,443,021 | | Plus: Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year | — | | Plus (Less): Change in Fair Value of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years for which Applicable Vesting Conditions were Satisfied During Fiscal Year | 903,126 | | Compensation Actually Paid | $6,047,297 |
Pay Versus Performance
| Reconciliation of Average Summary Compensation Table Total to Average Compensation Actually Paid for Non-PEO NEOs | Fiscal Year 2025 | | Summary of Compensation Table Total | $1,381,285 | | Less: Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | (378,350) | | Plus: Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted In Fiscal Year | 829,550 | | Plus (Less): Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years | 479,344 | | Plus: Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year | — | | Plus (Less): Change in Fair Value of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years for which Applicable Vesting Conditions were Satisfied During Fiscal Year | 340,102 | | Compensation Actually Paid | $2,651,931 |
Pay Versus Performance
| (3) Total Shareholder Return represents the return on a fixed investment of $100 in ADC Therapeutics SA (ADCT) stock for the period beginning on the last trading day of 2022 through the end of the applicable fiscal year. |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
Non-Employee Director Compensation Policy
Non-Employee Director Compensation Policy Each of our non-employee directors is entitled to receive the following compensation pursuant to our current director compensation policy, as applicable: The compensation of the non-employee members of the board of directors may consist of fixed and variable compensation elements. Total compensation shall take into account the position and level of responsibility of the recipient. Additionally, the Company pays the employer’s portion of social security contributions due on these amounts, as applicable. Compensation may be paid in the form of cash, shares, options or other share-based instruments or units, or in the form of other types of benefits. The board of directors or, to the extent delegated to it, the Compensation Committee, shall determine grant, vesting, exercise, restriction and forfeiture conditions and periods. In particular, it may provide for continuation, acceleration or removal of vesting, exercise, restriction and forfeiture conditions and periods, for payment or grant of compensation based upon assumed target achievement, or for forfeiture, in each case in the event of pre-determined events such as a change of control or termination of a service or mandate agreement. The Company may procure the required shares or other securities through purchases in the market, from treasury shares or by using conditional or authorized share capital. Compensation may be paid by the Company or companies controlled by it.
Non-Employee Director Compensation
Non-Employee Director Compensation The following table sets forth information concerning the compensation earned by each of our non-employee directors during the fiscal year ended December 31, 2025.
Non-Employee Director Compensation
| Name | Fees Earned or Paid in Cash | Stock Awards(1)(2) | Option Awards(2)(3) | All Other Compensation(4) | Total | | Ron Squarer | $85,000 | $143,600 | $— | $20,597 | $249,197 | | Robert Azelby | $67,500 | $143,600 | $— | $— | $211,100 | | Jean-Pierre Bizzari | $62,500 | $143,600 | $— | $— | $206,100 | | Timothy Coughlin | $55,529 | $143,600 | $232,000 | $— | $431,129 | | Peter Hug | $90,000 | $143,600 | $— | $17,368 | $250,968 | | Viviane Monges | $71,346 | $143,600 | $— | $31,468 | $246,414 | | Thomas Pfisterer | $22,500 | $— | $— | $14,501 | $37,001 | | Tyrell J. Rivers | $— | $— | $— | $— | — | | Victor Sandor | $67,500 | $143,600 | $— | $— | $211,100 |
Non-Employee Director Compensation
| (1) The amounts reported in this column represent the aggregate grant date fair value of RSUs granted to our NEOs during 2025, as calculated in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the RSU awards are described in Note 19, “Share-based compensation” to our audited consolidated financial statements. |
Non-Employee Director Compensation
| (2) As of December 31, 2025: Mr. Squarer held 40,000 unvested RSUs. Mr. Azelby held 40,000 unvested RSUs and 11,625 unvested options. Mr. Bizarri held 40,000 unvested RSUs and 4,512 unvested options. Mr. Coughlin held 40,000 unvested RSUs and 80,000 unvested options. Mr. Hug held 40,000 unvested RSUs. Ms. Monges held 40,000 unvested RSUs. Mr. Rivers did not hold any unvested RSUs or unvested options. Mr. Sandor held 40,000 unvested RSUs. |
Non-Employee Director Compensation
| (3) The amounts reported in this column represent the aggregate grant date fair value of options granted to our NEOs during 2025, as calculated in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the option awards are described in Note 19, “Share-based compensation” to our audited consolidated financial statements. |
Non-Employee Director Compensation
| (4) The amounts in this column represent social security contributions as required by applicable laws as well as certain non-mandatory benefits under local social security schemes. For 2025 non-mandatory benefits - Ms. Monges: Pension benefit: $11,981. |
Benefits to Directors and Executive Officers
Benefits to Directors and Executive Officers The following table sets forth the number of awards that have been granted under the 2019 Equity Incentive Plan to our directors and executive officers as of March 31, 2026. Any future awards under the 2019 Equity Incentive Plan are not presently determinable.
Benefits to Directors and Executive Officers
| Name | Options | RSUs | | Ameet Mallik, Chief Executive Officer | 1,692,961 | 1,134,375 | | Jose “Pepe” Carmona, Chief Financial Officer | 460,000 | 271,600 | | Mohamed Zaki, Chief Medical Officer | 700,000 | 285,200 | | Peter Graham, Chief Legal Officer | 460,000 | 294,800 | | All current executive officers as a group | 3,312,961 | 1,985,975 | | All current directors who are not executive officers as a group | 1,728,182 | 841,730 | | All employees as a group | 7,088,002 | 9,056,056 |