DEF 14A of Adaptive Biotechnologies Corp
Filed Apr 29, 2025 · FY20240001193125-25-103752
TO BE HELD ON JUNE 10, 2025
| CODE OF CONDUCT | 16 | | DIRECTOR COMPENSATION | 17 | | PROPOSAL 1: ELECTION OF DIRECTORS | 18 | | Class III Director Nominee Biography | 19 | | Additional Biographical Information about Other Directors Not Standing for Election at this Meeting | 19 | | EXECUTIVE OFFICERS | 21 | | EXECUTIVE COMPENSATION | 23 | | COMPENSATION DISCUSSION AND ANALYSIS | 23 | | 2024 Say-on-Pay Voting Results, Our Responsiveness, and Pay-Versus-Performance Alignment | 23 | | Executive Compensation Design and Philosophy | 24 | | Compensation Program | 27 | | Role of the Compensation Consultant | 28 | | Use of Market Data | 29 | | Elements of Executive Compensation | 30 | | Compensation Risk Considerations | 33 | | Compensation and Human Capital Committee Report | 33 | | COMPENSATION TABLES AND EXECUTIVE BENEFITS | 34 | | Summary Compensation Table | 34 | | Grants of Plan-Based Awards | 36 | | Option Exercises and Stock Vested | 37 | | Outstanding Equity Awards as of December 31, 2024 | 38 | | Pay-Versus-Performance | 40 | | CEO Pay Ratio | 43 | | Employment Arrangements with our Named Executive Officers | 43 | | Potential Benefits and Payments on Termination or Change in Control | 44 | | Employee Benefit and Equity Compensation Plans | 46 | | Equity Compensation Plan Information | 48 | | PROPOSAL 2: ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION | 49 | | PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 50 | | Fees Paid to the Independent Registered Public Accounting Firm | 50 | | Pre-Approval Policies and Procedures | 51 | | Audit Committee Report | 51 | | RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 52 | | Policies and Procedures for Review, Approval or Ratification of Transactions with Related Persons | 52 | | Investors’ Rights Agreement | 52 |
Shareholder Recommendations for Director Nominees
Shareholder Recommendations for Director Nominees In evaluating potential director nominees, our nominating and corporate governance committee will consider director candidates recommended by our shareholders, provided such recommendations are validly made by our shareholders pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 (the “Exchange Act”) and our Bylaws. Shareholders who wish to recommend a candidate to our nominating and corporate governance committee for consideration for nomination should send to us, at our principal executive offices, information regarding the candidate.
Our Board
Our Board Our continuing directors and their respective ages (as of April 15, 2025) and class designations are as follows:
Our Board
| Name | Age | Director Designation | | Michelle Griffin | 59 | Class II Director | | Robert Hershberg, PhD, MD | 62 | Class I Director | | Peter Neupert | 69 | Class II Director | | Katey Owen, PhD | 56 | Class I Director | | Chad Robins | 50 | Class III Director |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The following table presents the total compensation for each person who served as a non-employee member of our board of directors at any time during the year ended December 31, 2024. Other than as set forth in the table and described more fully below, we did not pay any compensation, make any additional equity awards or non-equity awards to or pay any other compensation to any of the non-employee members of our board of directors in 2024. We reimburse non-employee members of our board of directors for reasonable travel and out-of-pocket expenses incurred in attending meetings of our board of directors and committees of our board of directors. We also do not, and do not expect to, provide separate compensation to our directors who are also our employees, such as Chad Robins, our Chief Executive Officer. Mr. Robins’ compensation as our principal executive officer in 2024 is reported in the “Executive Compensation” section of this proxy statement.
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($) | Option Awards(1) ($) | Stock Awards(2) ($) | Total ($) | | Michelle Griffin(3) | 80,000 | 125,001 | 124,999 | 330,000 | | Robert Hershberg, PhD, MD(4) | 75,000 | 125,001 | 124,999 | 325,000 | | Peter Neupert(5) | 105,000 | 125,001 | 124,999 | 355,000 | | Katey Owen, PhD(6) | 60,000 | 125,001 | 124,999 | 310,000 | | Michael Pellini, MD(7) | 60,000 | 125,001 | 124,999 | 310,000 |
DIRECTOR COMPENSATION
| (1) In accordance with SEC rules, amounts in this column reflect the aggregate grant date fair value of stock options granted during 2024 computed in accordance with Accounting Standards Codification (“ASC”) Topic 718, Compensation-Stock Compensation (“ASC 718”), rather than the amounts paid or realized by the named individual. We provide information regarding the assumptions used to calculate grant date fair value of our stock options in Note 14 to our audited consolidated financial statements filed with our Annual Report on Form 10-K for the year ended December 31, 2024. For 2024 option awards, the number of option shares was determined by dividing the target economic value of each individual’s stock option award by the corresponding ASC 718 fair value using a Black-Scholes valuation of $2.60. |
DIRECTOR COMPENSATION
| (2) In accordance with SEC rules, amounts in this column reflect the aggregate grant date fair value of restricted stock units (“RSUs”) granted during 2024 computed in accordance with ASC 718, rather than the amounts paid or realized by the named individual. We provide information regarding the assumptions used to calculate the grant date fair value of our RSUs in Note 14 to our audited consolidated financial statements filed with our Annual Report on Form 10-K for the year ended December 31, 2024. |
DIRECTOR COMPENSATION
| (3) As of December 31, 2024, Ms. Griffin held (i) options to purchase 152,826 shares of our common stock, 140,815 of which were vested and exercisable as of such date; and (ii) 31,328 unvested RSUs. |
DIRECTOR COMPENSATION
| (4) As of December 31, 2024, Dr. Hershberg held (i) options to purchase 145,742 shares of our common stock, 133,731 of which were vested and exercisable as of such date; and (ii) 31,328 unvested RSUs. |
DIRECTOR COMPENSATION
| (5) As of December 31, 2024, Mr. Neupert held (i) options to purchase 290,742 shares of our common stock, 278,731 of which were vested and exercisable as of such date; and (ii) 31,328 unvested RSUs. |
DIRECTOR COMPENSATION
| (6) As of December 31, 2024, Dr. Owen held (i) options to purchase 99,204 shares of our common stock, 86,498 of which were vested and exercisable as of such date; and (ii) 32,439 unvested RSUs. |
DIRECTOR COMPENSATION
| (7) As of December 31, 2024, Dr. Pellini held (i) options to purchase 170,742 shares of our common stock, 158,731 of which were vested and exercisable as of such date; and (ii) 31,328 unvested RSUs. |
DIRECTOR COMPENSATION
Our board of directors has adopted a non-employee director compensation policy that is designed to enable us to attract and retain, on a long-term basis, highly qualified non-employee directors. Specifically, we provided $60,000 annual cash retainer payments payable quarterly in arrears, to each director who is not an employee of ours, with additional amounts for those serving as Lead Independent Director and chairpersons of our audit, compensation, and nominating and corporate governance committees, as set forth below:
DIRECTOR COMPENSATION
| | Additional Annual Fee ($) | | Lead Independent Director | 35,000 | | Audit Committee Chairperson | 20,000 | | Compensation and Human Capital Committee Chairperson | 15,000 | | Nominating and Corporate Governance Committee Chairperson | 10,000 |
DIRECTOR COMPENSATION
In addition, subject to board discretion, each non-employee director initially elected or appointed to our board of directors will receive a grant with a total target economic value equivalent to $400,000, comprised 50% of stock options and 50% of RSUs. With respect to the stock option grant, 25% of the shares vest on the first anniversary of the vesting commencement date and 1/48th of the shares vest in monthly installments thereafter, subject to continuous service through each applicable vesting date. With respect to the RSU grant, 25% of the shares vest on each of the first four anniversaries of the vesting commencement date, subject to continuous service through each applicable vesting date. Our non-employee director compensation policy sets the total target economic value of the annual director equity grants, comprised 50% of stock options and 50% of RSUs, at $250,000. With respect to the stock option grant, 1/12th of the shares vest on each of the first twelve monthly anniversaries following the vesting commencement date, subject to continuous service through each applicable vesting date. With respect to the RSU grant, 100% of the shares vest on the first anniversary of the vesting commencement date, subject to continuous service through each applicable vesting date. The aggregate amount of compensation, including both the equity compensation and cash compensation, paid to any non-employee director in a calendar year will not exceed $750,000 for the first year of service and $600,000 for each year of service thereafter.
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS Pursuant to our Articles of Incorporation and our Bylaws, the total number of directors constituting the board of directors is fixed from time to time by the board. The current authorized number of directors is fixed at six, which will automatically decrease to five following the Annual Meeting. The board of directors is divided into three classes, each containing as nearly as possible an equal number of directors. The current term of office of our Class III director expires at the Annual Meeting, while the term for our Class I directors expires at our 2026 annual meeting of shareholders and the term for our Class II directors expires at our 2027 annual meeting of shareholders. Based upon the recommendation of our nominating and corporate governance committee, the board has nominated Chad Robins, currently a Class III director, for election at the Annual Meeting. Michael Pellini’s term as a Class III director is expiring at our 2025 Annual Meeting, and Dr. Pellini is not being nominated for reelection. If elected at the Annual Meeting, Mr. Robins will serve a three-year term expiring at our 2028 annual meeting of shareholders and until his successor is duly elected and qualified as a Class III director, or until his earlier death, resignation or removal. At the Annual Meeting, proxies cannot be voted for a greater number of individuals than the nominee named in this proxy statement. The board of directors and the nominating and corporate governance committee believe the skills, qualities, attributes and experience of our directors provide us with business acumen and a wide range of perspectives to engage each other and management to effectively address our evolving needs and represent the best interests of our shareholders. If any nominee should become unavailable for election prior to the Annual Meeting, an event that currently is not anticipated, the proxies will be voted in favor of the election of a substitute nominee or nominees proposed by the board of directors or the number of directors may be reduced accordingly. Each nominee has agreed to serve if elected and the board of directors has no reason to believe that any nominee will be unable to serve. We confirm as well that vacancies on the board, including any vacancy created by an increase in the size of the board, may be filled only by a majority of the directors remaining in office, even though less than a quorum of the board, or a sole remaining director. A director elected by the board to fill a vacancy will serve until the next election of the class of directors for which such director was chosen and until such director’s successor is elected and qualified, or until such director’s earlier retirement, resignation, disqualification, removal or death.
Class III Director Nominee Biography
Class III Director Nominee Biography Set forth below is biographical information for the nominee and a summary of the specific qualifications, attributes, skills and experiences which led our board of directors to conclude that the nominee should serve on the board of directors at this time. Chad Robins co-founded our company in September 2009 and has served as our Chief Executive Officer and a member of our board of directors since incorporation. Mr. Robins currently serves on the board of directors of Coalition for 21st Century Medicine (C21), Headlight, Washington Roundtable, AltPep and Life Science Washington, where he serves as Chair of the board. Prior to co-founding our company, Mr. Robins held numerous executive-level positions in medical technology, investment and real estate companies. Mr. Robins holds an MBA from The Wharton School at the University of Pennsylvania and a BS in Managerial Economics from Cornell University. We believe Mr. Robins is qualified to serve as a member of our board of directors based on our review of his experience, qualifications, attributes and skills, including co-founding our company and his executive leadership experience in the biotechnology industry.
Board Recommendation
Board Recommendation THE BOARD RECOMMENDS A VOTE “FOR” THE NAMED CLASS III DIRECTOR NOMINEE.
Additional Biographical Information about Other Directors Not Standing for Election at this Meeting
Additional Biographical Information about Other Directors Not Standing for Election at this Meeting
Class I Directors with Terms Expiring at the 2026 Annual Meeting Biographies
Class I Directors with Terms Expiring at the 2026 Annual Meeting Biographies Robert Hershberg, PhD, MD, has served on our board of directors since February 2013. Dr. Hershberg is currently Chairman and CEO of Hillevax, a position he has held since 2020 and has been a Venture Partner at Frazier Healthcare Partners since March 2020. Formerly, from April 2017 to March 2020, Dr. Hershberg was the executive vice president and head of business development and global alliances at Celgene (acquired by Bristol-Myers Squibb in November 2019). He was employed in positions of ascending responsibility at Celgene since joining the company in 2014, including his role as Chief Scientific Officer from January 2016 to March 2020. Dr. Hershberg previously served in several roles at VentiRx Pharmaceuticals, Inc., a clinical stage biopharmaceutical company, which he co-founded in 2006, and was Chief Executive Officer of VentiRx from 2012 until the company’s acquisition by Celgene in February 2017. Dr. Hershberg currently serves as chairman of the board of directors of Recursion Pharmaceuticals, Inc., a public company specializing in drug discovery, and on several private biotechnology boards of directors (Cajal Neuroscience, Vesto Therapeutics, Inc., and Beckley Psytech Ltd). He is also on the scientific advisory board of Danaher Corporation and the Institute of Protein Design at the University of Washington. Dr. Hershberg completed the Medical Scientist Training Program (MSTP) and holds a PhD in Biology from the University of California, San Diego’s Affiliated PhD Program with the Salk Institute for Biological Studies and an MD and a BA from the University of California, Los Angeles. We believe Dr. Hershberg is qualified to serve on our board of directors based on his extensive technical expertise and executive leadership in the biotechnology industry. Katey Owen, PhD, has served as a member of our board of directors since March 2021. Dr. Owen joined the Gates Foundation, a private foundation with the goal to enhance healthcare and reduce extreme poverty, in 2013 as Deputy Director of Vaccine Development. In 2017, she stepped into the role of Director, Neglected Tropical Diseases. In this role, Dr. Owen holds end-to-end responsibilities for a portfolio of investments with the goal to eliminate tropical diseases from the planet. In addition, Dr. Owen assumed the position of Director, Vaccine Development in November 2022, with responsibility for target selection, development and commercialization focusing on 100+ vaccine candidates. More recently, Dr. Owen also assumed responsibility for facilitating pharmaceutical companies’ interactions with the Gates Foundation via the Gates – Pharma Global Health Roundtable. Prior to joining the Gates Foundation, Dr. Owen held roles of increasing responsibility at Merck & Co., including Executive Director, Merck Vaccines, Sr. Director, Merck Manufacturing Division, and Director, Merck Research Laboratories. She currently serves as a board observer for the GHIT Fund (Global Health Innovative Technologies Fund) and The End Fund. Dr. Owen holds a PhD in Molecular Virology and a BS in Genetic Biology from Purdue University. We believe Dr. Owen is qualified to serve on our board of directors based on her extensive scientific expertise and strategic insights into commercialization and manufacturing at scale.
Class II Directors with Terms Expiring at the 2027 Annual Meeting Biographies
Class II Directors with Terms Expiring at the 2027 Annual Meeting Biographies Michelle Griffin has served on our board of directors since March 2019. Ms. Griffin previously served on the boards of directors of Acer Therapeutics, Inc., formerly a public pharmaceutical company, (including as chair of the compensation and human capital committee), HTG Molecular Diagnostics, Inc., formerly a public commercial-stage life sciences company, Chinook Therapeutics, formerly a public clinical-stage biotechnology company, (including as chair of the audit committee), PhaseRx, Inc., formerly a public life sciences company, OncoGenex Pharmaceuticals Inc. (now Achieve Life Sciences, Inc.) and Sonus Pharmaceuticals, Inc. (now Achieve Life Sciences, Inc.). Ms. Griffin also served as Executive Vice President, Operations, and Chief Financial Officer at OncoGenex Pharmaceuticals, Inc. from January 2011 to April 2013, served as Acting Chief Executive, Senior Vice President and Chief Operating Officer at Trubion Pharmaceuticals, Inc. from November 2009 until its acquisition in October 2010 and as its Chief Financial Officer from January 2006 to November 2009; served as Senior Vice President and Chief Financial Officer of Dendreon Corp. from August 2005 to January 2006, and served as Chief Financial Officer of Corixa Corp from October 1997 until its acquisition in August 2005. Ms. Griffin holds a BS in marketing from George Mason University and an MBA from Seattle University. We believe Ms. Griffin is qualified to serve as a member of our board of directors based on our review of her extensive operational experience in the biotechnology industry and deep experience in public company financial matters. Peter Neupert has served as a member of our board of directors since December 2013. Mr. Neupert served as an Operating Partner at Health Evolution Partners, a private equity fund, from February 2012 to July 2014. Prior to joining Health Evolution Partners, Mr. Neupert served as Corporate Vice President, Health Solutions Group at Microsoft from August 2005 to January 2012, and as the Chief Executive Officer and Chairman of the board of directors of Drugstore.com, which he joined in July 1998. Mr. Neupert currently serves on the board of directors of Laboratory Corporation of America Holdings, a public clinical laboratory company, and Fortrea, a clinical research organization. He has previously served as a member of the board of directors of several private companies. Mr. Neupert served as a member of the Board of Trustees of Fred Hutchinson Cancer Research Center from June 2007 to June 2020. Mr. Neupert holds an MBA from the Tuck School of Business at Dartmouth College and a BA in Philosophy from Colorado College. We believe Mr. Neupert is qualified to serve on our board of directors based on his extensive experience in leadership roles in the health services sector and as a member of the board of directors of several organizations in the biotechnology industry.
2024 Say-on-Pay Voting Results, Our Responsiveness, and Pay-Versus-Performance Alignment
| • | Continued to Expand PSU Program: We replaced time-based stock option grants with performance stock units (“PSUs”) for our Chief Financial Officer (including our internally promoted Chief Financial Officer) and President and Chief Operating Officer in 2024. Our Chief Executive Officer has received PSUs since 2022 and our Chief Scientific Officer has received PSUs since 2023. |
2024 Say-on-Pay Voting Results, Our Responsiveness, and Pay-Versus-Performance Alignment
| • | Reframed Pay Philosophy: Our historical pay philosophy oriented around the 75th percentile as a competitive objective for equity grants. Moving forward, and in light of the increasing maturity of our business and talent strategy, we have adjusted our pay philosophy to generally target the median across all pay elements, with flexibility to move up or down in the competitive range based on an incumbent’s experience level and performance in-role. |
2022-2024 CEO Target Pay vs. Reported Pay vs. Realizable Pay(1) (in thousands)
| ((1)) | Target Pay is defined as target equity grant value using our stock price on the date of grant, “Target Annual Incentive Opportunity” as reported in the “Incentive Compensation and 2024 Goals Achievement” section and annual salary in place at the end of each year. Reported Pay is defined as value as reported in the “Summary Compensation Table” table for each applicable pay element, which valuation methodologies are described in the “Summary Compensation Table.” Realizable Pay is defined as “Salary” and “Non-Equity Incentive Plan Compensation” as reported in the “Summary Compensation Table” table, as well as equity awards valued at our stock price as of December 31, 2024 ($6.00), with the PSU award payouts shown at estimated payout levels of 77.72%, 80.25% and 200% for PSUs granted in 2022, 2023 and 2024, respectively. Performance is based on our relative TSR performance against the constituents of the S&P Biotechnology Select Industry Index as of December 31, 2024. |
Our Compensation Objectives
| • | Link pay to performance and strategy by aligning compensation with achieving relevant financial, strategic and individual performance goals. |
Our Compensation Objectives
| • | Provide that at least half of equity compensation awarded to key members of management, including our Chief Executive Officer, Chief Scientific Officer, President and Chief Operating Officer and Chief Financial Officer is in the form of PSUs. |
Our Compensation Objectives
| • | Utilize variable compensation components tied to the achievement of annual and long-term objectives. |
Our Compensation Objectives
| • | Aim for at least 50% of target compensation to be delivered in the form of equity awards, while regularly reviewing executive officer compensation elements to maintain a competitive pay level and pay mix. |
Our Compensation Objectives
| • | Provide a heavy weight of incentives toward long-term equity that aligns with the interests of shareholders, rewarding long-term sustainable performance. |
Our Compensation Objectives
| • | Maintain target compensation at or near the median of our peer group. |
Our Compensation Objectives
| • | Utilize stock ownership guidelines to discourage short-term decision-making over driving long-term performance. |
Elements of Executive Compensation
| Element of Pay | Base Salary | Annual Incentive Program | Long-Term Incentive Program | | Why It Is Provided | Base level of compensation for carrying out day-to-day responsibilities | Incentivizes delivery of corporate goals that position the Company for future growth and allows for an assessment of individual contributions to intra-year results | Incentivizes sustainable long- term company growth Aligns executives with shareholder experience and ties compensation more closely to individual performance for key executive officers. | | Fixed Pay or Variable Pay | Fixed | Variable | Variable |
Establishing Target Equity Values and Equity Structure for our Executives
Establishing Target Equity Values and Equity Structure for our Executives In response to shareholder feedback, we continued to expand executive participation in our PSU program in 2024. In addition to Mr. Robins and Dr. Robins, Ms. Rubinstein, Mr. Piskel, and Mr. Peterson each received PSU awards in 2024 to align with our executive compensation philosophy and pay-for-performance culture. The shares of common stock that may be earned under PSU awards are calculated based upon our relative total shareholder return (“Company rTSR”) during the 3-year performance period as measured against the total shareholder return of a comparator group of companies comprising the S&P Biotechnology Select Industry Index (the “Index”) as of the date of grant, subject to certain adjustments to such index group (the “index TSR”) as set forth in the Form of Performance Units Agreement representing the PSU awards (the “PSU Award Agreement”). Company rTSR and index TSR are each calculated as set forth in the PSU Award Agreement. Achievement between the threshold and maximum percentiles will be interpolated on a straight-line basis. If the threshold percentile is not achieved the PSUs shall be forfeited, and if the Company rTSR is negative, our recipients of PSUs cannot earn more than the target number of shares. The Company employs a Monte Carlo simulation to assess valuation for accounting purposes under ASC 718. The payout scale for our PSUs is as follows and is consistent with the scale used since 2022:
Establishing Target Equity Values and Equity Structure for our Executives
| Name | 2024 RSUs Granted | 2024 Target PSUs Granted | 2024 Options Granted | Total 2024 Target Units Granted | % Variance to Total 2023 Target Units Granted | | Chad Robins | 354,610 | 354,610 | — | 709,220 | — | | Tycho Peterson(1) | 147,790 | 147,790 | — | 295,580 | — | | Kyle Piskel(2) | 75,000 | 75,000 | — | 150,000 | * | | Sharon Benzeno, PhD | 132,979 | — | 199,549 | 332,528 | — | | Harlan Robins, PhD | 354,610 | 354,610 | — | 709,220 | — | | Julie Rubinstein | 175,000 | 175,000 | — | 350,000 | 5% |
Establishing Target Equity Values and Equity Structure for our Executives
| (2) Mr. Piskel’s award includes his annual award before he was promoted to Chief Financial Officer as well as his promotional award of 31,260 RSUs and 75,000 Target PSUs. Mr. Piskel’s variance to 2023 units awarded was excluded since he was not the Chief Financial Officer in 2023. |
Establishing Target Equity Values and Equity Structure for our Executives
Although the peer group benchmarking data would have historically supported higher compensation for Mr. Robins, he has recommended to the compensation and human capital committee since 2020 that he not receive an actual equity grant value greater than the equity grant value awarded to Dr. Robins. The compensation and human capital committee, having already determined market-competitive individual target equity values for each executive using the market comparisons described above, elected to average the individually-calibrated target equity values to ensure a “zero-sum” process between actual grants to the co-founders and their role-based target equity values. The compensation and human capital committee believes that this process recognizes the criticality of each of our co-founders to our success and the expansive scope of our co-founders’ roles. Similar to 2024, in an effort to manage potential dilution to shareholders, the compensation and human capital committee continued to generally hold flat the number of aggregate shares granted to the executive team, which includes our named executive officers, in 2025. While the aggregate number of shares was held relatively flat year-over-year, the individual allocation of shares varied slightly year-over-year based on competitiveness to market, tenure and performance in role, and other factors
Compensation Program
Compensation Program The compensation and human capital committee annually assesses the effectiveness of our executive compensation program and reviews risk mitigation and governance matters. The compensation and human capital committee, during its first meeting of the year, addresses achievement of the prior year’s corporate goals for purposes of determining annual cash incentives. Most of the significant adjustments to compensation elements are also made in the first meeting of the year. Specific issues considered with respect to compensation for 2024 included salary, annual cash incentives and equity compensation in light of our fifth full year as a public company, the progress of the MRD business toward profitability, shifts in business focus, engagement and retention of executive talent and peer group compensation trends. The compensation and human capital committee also considers matters related to individual current and future officer compensation, such as compensation for prospective new hires in support of both our established and emerging lines of business, as well as high-level issues related to compensation strategy, such as efficacy of current strategy, potential modifications to the strategy, risks created by that strategy, new regulatory requirements and/or the adoption of new trends, and both recruitment and retention concerns, at various meetings throughout the year. For executives other than the Chief Executive Officer, the compensation and human capital committee solicits and considers evaluations and recommendations submitted to the committee by the Chief Executive Officer acting as a representative of management. Such recommendations consider internal pay equity, changes in responsibilities, compensation levels for similar positions in the industry, company performance, total targeted and historical compensation and personal performance and contributions. In the case of our Chief Executive Officer, Mr. Robins, the evaluation of his performance is conducted by the compensation and human capital committee with feedback from the board of directors, which determines any adjustments to his compensation, as well as awards to be granted. The compensation and human capital committee weighs Mr. Robins’ guidance as a part of a greater assessment of our strategic goals and corporate performance when setting executive officer pay. With respect to Mr. Robins’ compensation, the same considerations are made by the compensation and human capital committee and Mr. Robins is not and cannot be present during voting or deliberations concerning his compensation. In addition, for all executives and directors as part of its deliberations, the compensation and human capital committee may review and consider, as appropriate, materials that it deems relevant.
Role of the Compensation Consultant
Role of the Compensation Consultant Our compensation and human capital committee may, in its sole discretion, retain or obtain the advice of one or more compensation consultants. During 2024, Semler Brossy Consulting Group, LLC (“Semler Brossy”) provided our compensation and human capital committee with a competitive assessment of executive compensation comprised of comparative data regarding compensation trends and practices in our industry, based upon an appropriate list of peer companies. Semler Brossy also provided research assistance to the compensation and human capital committee in developing the peer group referenced below. The compensation and human capital committee believes that working with an independent compensation consultant furthers our objectives to recruit and retain qualified executives, align executive interests with those of shareholders and ensure that executive compensation packages will appropriately motivate and reward ongoing achievement of business goals. The compensation and human capital committee assessed Semler Brossy’s independence in 2024 and determined there were no conflicts of interest. We further expect that, in the future, our compensation and human capital committee will continue to engage independent compensation consultants to provide additional guidance on our executive compensation programs and to conduct competitive benchmarking against our peer group of publicly traded companies on an annual basis. Our compensation and human capital committee will review information regarding the independence and potential conflicts of interest of any compensation consultant it may engage and ultimately makes its own decisions on executive compensation matters. During 2024, Semler Brossy provided the following services to our compensation and human capital committee with respect to our 2024 compensation matters:
Role of the Compensation Consultant
| • | Provided a review and recommendation with respect to adjustments to our peer group. |
Role of the Compensation Consultant
| • | Conducted a competitive benchmarking assessment comprised of comparative data on the compensation levels for our executive compensation and equity usage based on the peer group. |
Role of the Compensation Consultant
| • | Provided information on executive compensation trends and practices in our industry. |
Use of Market Data
Use of Market Data For purposes of comparing our executive compensation, including the compensation of our named executive officers, against the competitive market, the compensation and human capital committee reviews and considers the compensation levels and practices of a group of peer companies. This compensation peer group consists of public life sciences companies whose businesses we believe are most pertinent in comparability to our core business areas of MRD and Immune Medicine, for example by operating at similar levels in the diagnostics, therapeutics and/or drug discovery spaces. The peer group companies that are selected are also similar to us on an enterprise level in terms of market capitalization, revenue, stage of development and number of employees. The compensation and human capital committee reviews our compensation peer group at least annually and makes adjustments to our peer group if necessary, taking into account changes in both our business and our peer companies’ businesses. The compensation and human capital committee referenced data from the following peer group companies when considering pay for 2024:
Use of Market Data
| Allogene Therapeutics, Inc. | Halozyme Therapeutics, Inc. | NeoGenomics, Inc. | | bluebird bio, Inc. | ImmunityBio, Inc. | Pacific Biosciences of California, Inc. | | Blueprint Medicines Corporation | Immunocore Holdings plc | Quanterix Corporation | | BridgeBio Pharma, Inc. | Invitae Corporation | Recursion Pharmaceuticals, Inc. | | CareDx, Inc. | Myriad Genetics, Inc. | Sage Therapeutics, Inc. | | Fate Therapeutics, Inc. | NanoString Technologies, Inc. | Twist Biosciences Corporation | | Guardant Health, Inc. | Natera, Inc. | Veracyte, Inc. |
Use of Market Data
The compensation and human capital committee also referenced biotechnology and life science companies in the Radford McLagan Compensation Database when evaluating the competitiveness of our named executive officers’ target pay opportunities. For 2024, the compensation and human capital committee targeted the median percentile for base salary and bonus and used a fixed-share grant approach for equity compensation to manage dilution and share utilization concerns (which ultimately resulted in equity grants generally between the 25th percentile and median of our peer set). However, an executive officer’s established target pay level could be positioned above or below these levels based on individual factors, including but not limited to tenure in role, performance in role, company or business area performance and future leadership potential. The compensation and human capital committee undertook its annual review of the peer group in August 2024 to inform pay decisions for 2025. Several adjustments were made to the peer group in light of peer company bankruptcies, M&A activity, and size characteristics relative to Adaptive. As a result, seven companies were removed and six companies were added to the group. The following peer group will be referenced when considering pay for 2025:
Use of Market Data
| Allogene Therapeutics, Inc. | Immunocore Holdings plc | Quanterix Corporation | | bluebird bio, Inc. | Maravai LifeSciences Holdings, Inc. | Recursion Pharmaceuticals, Inc. | | CareDx, Inc. | Mesa Laboratories, Inc. | Sage Therapeutics, Inc. | | Castle Biosciences, Inc. | Myriad Genetics, Inc. | Twist Bioscience Corporation | | Codexis, Inc. | Natera, Inc. | Veracyte, Inc, | | Fulgent Genetics, Inc. | NeoGenomics, Inc. | Voyager Therapeutics, Inc. | | Guardant Health, Inc. | Pacific Biosciences of California, Inc. | |
Annual Incentives
Annual Incentives We provide annual incentives to create a direct correlation between the executive’s role and responsibilities and the ability to earn variable pay. Achievement of these goals are then evaluated alongside individual goals for each executive. We believe that the financial metrics in our incentive program provide ample liquidity to efficiently fund our progression to profitability in the MRD business, while our business goals ensure diligent execution against critical milestones toward expansion of our product base and pipeline. The compensation and human capital committee believes that the balance between quantifiable, objective measures and milestone strategic priorities best motivates our executives’ performance and allows for a holistic assessment of performance at year end. That said, the committee also believes that placing a majority weighting on quantifiable, objective measures is paramount and reflective of the importance of continued momentum towards long-term profitability and operating efficiency.
Incentive Compensation and 2024 Goals Achievement
Incentive Compensation and 2024 Goals Achievement The compensation and human capital committee determines the achievement level for each of the goals and the overall payout, not to exceed 125% of target except in extraordinary circumstances, based on the weighted achievement of the goals. Mr. Robins’ annual incentive is weighted 100% to corporate goals, and all other named executive officer annual incentives are weighted 75% to corporate goals and 25% to individual performance.
Incentive Compensation and 2024 Goals Achievement
| Goal Category | Goals | Performance | Outcome | Payout | | Financial (60%) | Revenue – MRD only (30%) | Quantitative Assessment(1) | Achieved | 30% | | | Cash Burn (15%)(2) | Quantitative Assessment(2) | Achieved | 15% | | | Complete Strategic Review (15%) | Objective Strategic Milestone(3) | Achieved | 15% | | MRD (15%) | Diagnostic and Clinical Testing(4) | Quantitative Assessment | Achieved | 15% | | Immune Medicine (25%) | Discovery and Pipeline(5) | Qualitative Assessment | Achieved 3 of 4 | 20% | | Employee Engagement Kicker (10%) | Employee Retention(6) | Quantitative Assessment | Achieved | 10% | | TOTAL | | | | 105% |
Incentive Compensation and 2024 Goals Achievement
| Named Executive Officers (1) | 2024 Target Annual Incentive (% of Salary) | 2024 Target Annual Incentive Opportunity ($) | Corporate Performance Factor (2) | Individual Performance Factor (2) | 2024 Annual Incentive Award Earned ($) | 2024 Actual Incentive Award Earned (% of Target) | | Chad Robins | 80 | 546,312 | 105 | — | 573,628 | 105 | | Kyle Piskel (3) | 36 | 136,133 | 105 | 100 | 141,226 | 104 | | Sharon Benzeno, PhD | 50 | 237,500 | 105 | 90 | 240,469 | 101 | | Harlan Robins, PhD | 50 | 273,180 | 105 | 90 | 276,595 | 101 | | Julie Rubinstein | 50 | 265,225 | 105 | 100 | 275,171 | 104 |
Incentive Compensation and 2024 Goals Achievement
| (1) Mr. Peterson’s annual incentive was forfeited after he left the company on April 5, 2024. |
Incentive Compensation and 2024 Goals Achievement
| (2) Mr. Robins’ annual incentive is weighted 100% to corporate goals, and all other named executive officer annual incentives are weighted 75% to corporate goals and 25% to individual performance. |
Long-Term Equity Incentive Awards
Long-Term Equity Incentive Awards We grant equity incentive awards to our named executive officers in order to align their long-term economic interests with those of our shareholders, create an enduring ownership culture, and encourage contributions that drive our performance and increase our valuation. We typically make equity grants to each of our executive officers upon commencement of employment, annually in conjunction with our review of their individual performance and in connection with a promotion. Accordingly, we believe equity compensation is a crucial component of any competitive executive compensation package we offer. As described above, all of our named executive officers received grants of PSUs and RSUs during 2024, apart from Dr. Benzeno who received a grant of non-qualified stock options and RSUs. In terms of award mix, the compensation and human capital committee intended for 50% of the annual equity award to be represented by a stock option award or PSU award and the remaining 50% to be represented by an RSU award. These awards are all subject to time-based vesting conditions. The RSUs typically vest with respect to 25% on the first four anniversaries of the vesting commencement date. The stock options typically have a ten-year term and vest with respect to 25% on the first anniversary of the vesting commencement date and then in 36 equal monthly installments thereafter. We believe that stock options are performance-based given their linkage to the stock price on the date of grant through the exercise price (i.e., participants can only realize value to the extent that our share price increases above the exercise price). PSUs granted in 2024 have a 3-year performance period, as described above. For a description of the equity awards granted to our named executive officers during 2024, see the “Summary Compensation Table” and the “Grants of Plan-Based Awards” tables below.
Timing of Equity Awards
Timing of Equity Awards Our insider trading policy provides that equity awards granted under our equity compensation plans must generally be granted (a) during open trading windows, and (b) more than four business days before, and more than one business day after, our release of earnings for the most recently completed fiscal period or filing with the SEC. Consistent with our insider trading policy, we time the grant of our annual equity awards such that they are typically approved in January to be granted in March. These grants therefore do not become effective until at least one business day after the release of earnings for the prior fiscal year. We also grant equity awards throughout the year for various reasons, including recruitment of new hires, promotions, and retention or recognition. In each case, we maintain a practice of timing equity grants after earnings releases, which is designed to avoid MNPI influencing the value of the compensation.
Employment Arrangements and Severance Benefits
Employment Arrangements and Severance Benefits We have employment agreements with each of our executive officers, including our named executive officers, which set forth their basic terms of at-will employment. All of our current executive officers are also parties to an executive severance agreement. We believe reasonable and competitive post-employment compensation arrangements are essential to attracting and retaining highly-qualified executives, so the executive severance agreements aligned us with current market practice, including providing double-trigger severance arrangements in connection with a change in control and no excise tax gross-up payments for any change in control payments, and we believe they do and will facilitate both hiring and retention of senior executives. The PSU awards granted in 2024 also provides Mr. Robins, Dr. Robins, Mr. Piskel and Ms. Rubinstein with certain protections related to their PSUs upon qualifying terminations. For detailed descriptions of each of the named executive officers’ arrangements, see “Employment Arrangements with our Named Executive Officers.”
Compensation Risk Considerations
Compensation Risk Considerations From a risk management standpoint, compensation structure is designed to align all Adaptive employees (including executive officers) with shareholders, with a similar risk and reward structure. With respect to our annual cash incentive compensation, risk is managed through a balancing of individual and corporate goals, with those corporate goals in turn being balanced among financial, operational and milestone achievements. Regarding equity compensation, we believe that RSUs have a powerful retention effect, and stock option awards allow employees to participate in significant upside on a leveraged basis over the long term. Our PSUs incentivize sustainable stock price appreciation over time and align potential payouts with our total shareholder return performance against other biotechnology companies. The compensation and human capital committee reviews and discusses with management on an ongoing basis the risks arising from our compensation philosophy and practices generally applicable to our employees to determine whether they encourage excessive risk-taking and to evaluate compensation policies and practices that could mitigate such risks. There is ongoing dialogue regarding the risk and reward alignment of our executive compensation. Taking into account discussions with Semler Brossy, input from management and our compensation structure, the compensation and human capital committee has determined our compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.
Summary Compensation Table
Summary Compensation Table The following table represents information regarding the total compensation awarded to, earned by or paid to our named executive officers during the years ended December 31, 2024, 2023 and 2022:
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Stock Awards(1) ($) | Option Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation ($) | Total ($) | | Chad Robins | 2024 | 677,918(4) | 3,716,313 | — | 573,628 | 5,442(5) | 4,973,301 | | Chief Executive Officer and Chairman | 2023 | 663,000 | 7,900,711 | — | 318,240 | 22,316(6) | 8,904,267 | | | 2022 | 658,188 | 7,668,040 | — | 450,840 | 76,260(7) | 8,853,328 | | Tycho Peterson | 2024 | 114,423(4) | 1,548,839 | — | — | 3,840(8) | 1,667,102 | | Former Chief Financial Officer | 2023 | 425,000 | 999,997 | 999,998 | 135,469 | 4,932(9) | 2,565,396 | | | 2022 | 247,917 | 2,735,222 | 2,840,318 | 110,573 | 4,227(10) | 5,938,257 | | Kyle Piskel | 2024 | 361,167(4) | 783,187 | — | 141,226 | 4,766(11) | 1,290,346 | | Chief Financial Officer | 2023 | 305,295 | 369,998 | — | 64,753 | 4,000(12) | 744,046 | | | 2022 | 293,550 | 499,998 | 783,244 | 78,158 | 4,197(13) | 1,659,147 | | Sharon Benzeno, PhD | 2024 | 475,000(4) | 530,586 | 545,607 | 240,469 | 4,932(9) | 1,796,594 | | Chief Commercial Officer, IM | 2023 | 475,000 | 1,125,002 | 1,124,997 | 151,406 | 4,316(14) | 2,880,721 | | | 2022 | 456,250 | 999,996 | 1,566,497 | 210,781 | 4,260(15) | 3,237,784 | | Harlan Robins, PhD | 2024 | 542,383(4) | 3,716,313 | — | 276,595 | 4,995(16) | 4,540,286 | | Chief Scientific Officer | 2023 | 530,450 | 7,900,711 | — | 175,712 | 4,932(9) | 8,611,805 | | | 2022 | 526,588 | 3,000,000 | 4,699,482 | 228,757 | 4,260(15) | 8,459,087 | | Julie Rubinstein | 2024 | 530,450(4) | 1,834,000 | — | 275,171 | 4,932(9) | 2,644,553 | | President and Chief Operating Officer | 2023 | 530,450 | 1,125,002 | 1,124,997 | 185,658 | 4,932(9) | 2,971,039 | | | 2022 | 526,588 | 2,250,003 | 3,524,611 | 228,757 | 5,119(17) | 6,535,078 |
Summary Compensation Table
| (1) In accordance with SEC rules, amounts in this column reflect the aggregate grant date fair value of RSUs and PSUs granted in accordance with ASC 718, rather than the amounts paid or realized by the named individual. We provide information regarding the assumptions used to calculate the grant date fair value of our RSUs and PSUs in Note 14 to our audited consolidated financial statements filed with our Annual Report on Form 10-K for the year ended December 31, 2024. |
Summary Compensation Table
| (2) In accordance with SEC rules, amounts in this column reflect the aggregate grant date fair value of stock options granted in accordance with ASC 718, rather than the amounts paid or realized by the named individual. We provide information regarding the assumptions used to calculate the grant date fair value of our stock options in Note 14 to our audited consolidated financial statements filed with our Annual Report on Form 10-K for the year ended December 31, 2024. |
Summary Compensation Table
| (3) For 2024, represents annual incentives paid based upon the board of directors’ assessment of the achievement of corporate and individual performance objectives, as applicable, for the year ended December 31, 2024, which were paid in March 2025. See “Elements of Executive Compensation” for details. For 2023, represents annual incentives paid based upon the board of directors’ assessment of the achievement of corporate and individual performance objectives, as applicable, for the year ended December 31, 2023, which were paid in March 2024. For 2022, represents annual incentives paid based upon the board of directors’ assessment of the achievement of corporate and individual performance objectives, as applicable, for the year ended December 31, 2022, which were paid in March 2023. |
Summary Compensation Table
| (4) Following the completion of our annual performance and review cycle, Mr. Robins’ and Dr. Robins’ annual salaries were increased from $663,000 to $682,890, effective April 2024, and from $530,450 to $546,360, effective April 2024, respectively. Mr. Peterson’s annual salary was $425,000 but was pro-rated to reflect his resignation effective April 2024. Mr. Piskel’s annual salary was increased from $308,260 to $320,591 and then again increased to $380,000 upon his promotion to Chief Financial Officer. Dr. Benzeno and Ms. Rubinstein did not receive an increase in base salary for 2024. |
Summary Compensation Table
| (5) Includes life insurance premiums of 1,932, 401(k) match of $3,000 and company merchandise credit of $510. |
Summary Compensation Table
| (6) Includes life insurance premiums of $1,316, 401(k) match of $3,000 and transportation services of $18,000. |
Summary Compensation Table
| (7) Includes life insurance premiums of $1,260, 401(k) match of $3,000 and transportation services of $72,000. |
Summary Compensation Table
| (8) Includes life insurance premiums of $564, 401(k) match of $3,000 and company merchandise credit of $276. |
Summary Compensation Table
| (9) Includes life insurance premiums of $1,932 and 401(k) match of $3,000. |
Summary Compensation Table
| (10) Includes life insurance premiums of $1,127, 401(k) match of $3,000 and company merchandise credit of $100. |
Summary Compensation Table
| (11) Includes life insurance premiums of $560, health savings account contributions of $1,000, 401(k) match of $3,000 and company merchandise credit of $206. |
Summary Compensation Table
| (12) Includes 401(k) match of $3,000 and health savings account contributions of $1,000. |
Summary Compensation Table
| (13) Includes 401(k) match of $3,000, health savings account contributions of $1,000 and company merchandise credit of $197. |
Summary Compensation Table
| (14) Includes life insurance premiums of $1,316 and 401(k) match of $3,000. |
Summary Compensation Table
| (15) Includes life insurance premiums of $1,260 and 401(k) match of $3,000. |
Summary Compensation Table
| (16) Includes life insurance premiums of $1,932, 401(k) match of $3,000 and company merchandise credit for $63. |
Summary Compensation Table
| (17) Includes life insurance premiums of $1,932, 401(k) match of $3,000 and company merchandise credit of $187. |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table presents information regarding grants of plan-based awards to each of our named executive officers during the year ended December 31, 2024:
Grants of Plan-Based Awards
| | | Type of Award | Estimated Future Payouts Under Non- Equity Incentive Plan Awards(1) | | | | | | | | Name | Grant Date | | Threshold ($) | Target(2) ($) | Maximum(2) ($) | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Share) | Grant Date Fair Value of Stock and Option Awards(3) ($) | | Chad Robins | * | Cash Bonus | — | 546,312 | — | — | — | — | — | | | 3/4/2024 | RSU | — | — | — | 354,610 | — | — | 1,414,894 | | | 3/4/2024 | PSU(4) | — | — | — | 354,610 | — | — | 2,301,419 | | Tycho Peterson | * | Cash Bonus | — | — | — | — | — | — | — | | | 3/4/2024 | RSU | — | — | — | 147,790 | — | — | 589,682 | | | 3/4/2024 | PSU(4) | — | — | — | 147,790 | — | — | 959,157 | | Kyle Piskel | * | Cash Bonus | — | 136,133 | — | — | — | — | — | | | 3/4/2024 | RSU | — | — | — | 43,740 | — | — | 174,523 | | | 5/15/2024 | RSU | — | — | — | 31,260 | — | — | 121,914 | | | 5/15/2024 | PSU(4) | — | — | — | 75,000 | — | — | 486,750 | | Sharon Benzeno, PhD | * | Cash Bonus | — | 237,500 | — | — | — | — | — | | | 3/4/2024 | RSU | — | — | — | 132,979 | — | — | 530,586 | | | 3/4/2024 | Option | — | — | — | — | 199,549 | 3.99 | 545,607 | | Harlan Robins, PhD | * | Cash Bonus | — | 273,180 | — | — | — | — | — | | | 3/4/2024 | RSU | — | — | — | 354,610 | — | — | 1,414,894 | | | 3/4/2024 | PSU(4) | — | — | — | 354,610 | — | — | 2,301,419 | | Julie Rubinstein | * | Cash Bonus | — | 265,225 | — | — | — | — | — | | | 3/4/2024 | RSU | — | — | — | 175,000 | — | — | 698,250 | | | 3/4/2024 | PSU(4) | — | — | — | 175,000 | — | — | 1,135,750 |
Grants of Plan-Based Awards
| * Not applicable |
Grants of Plan-Based Awards
| (1) Represents annual cash bonus incentives awarded in 2024, which are paid based on a weighted mix of individual and corporate performance objectives. Actual cash bonus incentives earned for 2024 are disclosed in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” table. |
Grants of Plan-Based Awards
| (2) Target assumes 100% achievement of both individual and corporate performance objectives. Payouts may not exceed 125% of the target bonus except in extraordinary circumstances. |
Grants of Plan-Based Awards
| (3) In accordance with SEC rules, amounts in this column reflect the aggregate grant date fair value of RSU, target number of PSU and stock option awards granted, as applicable, computed in accordance with ASC 718, rather than the amounts paid or realized by the named individual. We provide information regarding the assumptions used to calculate the grant date fair value of our RSUs, PSUs and stock options in Note 14 to our audited consolidated financial statements filed with our Annual Report on Form 10-K for the year ended December 31, 2024. |
Grants of Plan-Based Awards
| (4) A description of the PSU award granted is provided above in the CD&A under “Executive Compensation Design and Philosophy.” The number of shares and the grant date fair value reflects the target number of PSUs awarded, but up to 200% of target shares may be earned. |
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table sets forth information regarding option exercises and stock award vesting events for our named executive officers for the year ended December 31, 2024:
Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Chad Robins | — | — | 167,601 | 668,728 | | Tycho Peterson | — | — | 29,550 | 117,905 | | Kyle Piskel | — | — | 22,904 | 92,432 | | Sharon Benzeno, PhD | — | — | 59,561 | 237,648 | | Harlan Robins, PhD | — | — | 167,601 | 668,728 | | Julie Rubinstein | — | — | 91,025 | 363,190 |
Option Exercises and Stock Vested
| (1) The value realized on vesting represents the closing price of our common stock on the vesting date multiplied by the shares vesting. |
Outstanding Equity Awards as of December 31, 2024
Outstanding Equity Awards as of December 31, 2024 The following table presents information regarding outstanding equity awards held by our named executive officers as of December 31, 2024.
Outstanding Equity Awards as of December 31, 2024
| | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(1) ($) | | Chad Robins(2) | 6/9/2015 | 755,555(3) | — | 6.32 | 6/9/2025 | — | — | | Chief Executive Officer and Chairman | 2/7/2018 | 600,000(3) | — | 6.55 | 2/7/2028 | — | — | | | 2/7/2019 | 410,000(3) | — | 7.27 | 2/7/2029 | — | — | | | 2/13/2020 | 300,000(3) | — | 31.71 | 2/13/2030 | — | — | | | 3/4/2021 | 160,971(4) | 10,732 | 43.68 | 3/4/2031 | 17,171(5) | 102,940 | | | 3/4/2022 | — | — | — | — | 370,676(6) | 2,222,203(6) | | | 3/6/2023 | — | — | — | — | 620,568(7) | 3,720,305(7) | | | 3/4/2024 | — | — | — | — | 709,220(8) | 4,251,774(8) | | Kyle Piskel(2) | 11/8/2016 | 2,500(3) | — | 6.32 | 11/8/2026 | — | — | | Chief Financial Officer | 10/1/2018 | 11,980(3) | — | 6.55 | 10/1/2028 | — | — | | | 4/23/2019 | 3,750(3) | — | 7.80 | 4/23/2029 | — | — | | | 11/14/2019 | 4,900(3) | — | 27.29 | 11/14/2029 | — | — | | | 2/27/2020 | 13,474(3) | — | 28.32 | 2/27/2030 | — | — | | | 9/24/2020 | 15,000(3) | — | 45.82 | 9/24/2030 | — | — | | | 3/4/2021 | 6,706(4) | 448 | 43.68 | 3/4/2031 | 716(5) | 4,292 | | | 11/15/2021 | 7,393(9) | 2,199 | 32.58 | 11/15/2031 | 960(10) | 5,755 | | | 3/4/2022 | 70,788(11) | 32,177 | 12.14 | 3/4/2032 | 20,594(12) | 123,461 | | | 3/6/2023 | — | — | — | — | 32,802(13) | 196,648 | | | 3/4/2024 | — | — | — | — | 43,740(14) | 262,221 | | | 5/15/2024 | — | — | — | — | 106,260(15) | 637,029(15) | | Sharon Benzeno, PhD(2) | 4/25/2017 | 834(3) | — | 6.27 | 4/25/2027 | — | — | | Chief Commercial Officer, Immune Medicine | 2/7/2018 | 20,834(3) | — | 6.55 | 2/7/2028 | — | — | | | 10/1/2018 | 49,480(3) | — | 6.55 | 10/1/2028 | — | — | | | 2/7/2019 | 34,375(3) | — | 7.27 | 2/7/2029 | — | — | | | 2/13/2020 | 47,396(3) | — | 31.71 | 2/13/2030 | — | — | | | 3/4/2021 | 53,656(4) | 3,578 | 43.68 | 3/4/2031 | 5,724(5) | 34,315 | | | 3/4/2022 | 141,577(11) | 64,354 | 12.14 | 3/4/2032 | 41,186(12) | 246,910 | | | 3/6/2023 | 87,302(16) | 112,247 | 8.46 | 3/6/2033 | 99,735(13) | 597,911 | | | 3/4/2024 | —(17) | 199,549 | 3.99 | 3/4/2034 | 132,979(14) | 797,209 | | Harlan Robins, PhD(2) | 6/9/2015 | 70,110(3) | — | 6.32 | 6/9/2025 | — | — | | Chief Scientific Officer | 2/7/2018 | 284,800(3) | — | 6.55 | 2/7/2028 | — | — | | | 2/7/2019 | 410,000(3) | — | 7.27 | 2/7/2029 | — | — | | | 2/13/2020 | 300,000(3) | — | 31.71 | 2/13/2030 | — | — | | | 3/4/2021 | 160,971(4) | 10,732 | 43.68 | 3/4/2031 | 17,171(5) | 102,940 | | | 3/4/2022 | 424,732(11) | 193,060 | 12.14 | 3/4/2032 | 123,559(12) | 740,736 | | | 3/6/2023 | — | — | — | — | 620,568(7) | 3,720,305(7) | | | 3/4/2024 | — | — | — | — | 709,220(8) | 4,251,774(8) | | Julie Rubinstein(2) | 2/7/2018 | 195,325(3) | — | 6.55 | 2/7/2028 | — | — | | President and Chief Operating Officer | 2/7/2019 | 225,000(3) | — | 7.27 | 2/7/2029 | — | — | | | 2/13/2020 | 200,000(3) | — | 31.71 | 2/13/2030 | — | — | | | 3/4/2021 | 107,314(4) | 7,155 | 43.68 | 3/4/2031 | 11,447(5) | 68,625 | | | 3/4/2022 | 318,549(11) | 144,795 | 12.14 | 3/4/2032 | 92,670(12) | 555,557 | | | 3/6/2023 | 87,302(16) | 112,247 | 8.46 | 3/6/2033 | 99,735(13) | 597,911 | | | 3/4/2024 | — | — | — | — | 350,000(18) | 2,098,250(18) |
Outstanding Equity Awards as of December 31, 2024
| (1) Reflects intrinsic value based on the closing price ($6.00) of our common stock on December 31, 2024. |
Outstanding Equity Awards as of December 31, 2024
| (2) Each equity award is subject to the acceleration of vesting provisions as set forth in the section titled “Potential Benefits and Payments on Termination or Change in Control.” |
Outstanding Equity Awards as of December 31, 2024
| (3) The shares underlying this option are fully vested. |
Outstanding Equity Awards as of December 31, 2024
| (4) The shares underlying this option vested 25% on March 4, 2022, then in 36 equal monthly installments thereafter. |
Outstanding Equity Awards as of December 31, 2024
| (5) The shares underlying this RSU vested 25% on March 4, 2022, then in 3 equal annual installments thereafter. |
Outstanding Equity Awards as of December 31, 2024
| (6) Inclusive of 247,117 RSUs and the target number of PSUs that may be earned subject to the provisions as set forth in the section titled “Executive Compensation Design and Philosophy,” but up to 200% of target may be earned. The shares underlying the RSU portion vested 25% on March 4, 2023, then in 3 equal annual installments thereafter. The “Market value of shares or units of stock that have not vested” value includes only the value of the RSUs and the target number of PSUs that may be earned. |
Outstanding Equity Awards as of December 31, 2024
| (7) Inclusive of 354,610 RSUs and the target number of PSUs that may be earned subject to the provisions as set forth in the section titled “Executive Compensation Design and Philosophy,” but up to 200% of target may be earned. The shares underlying the RSU portion vested 25% on March 4, 2024, then in 3 equal annual installments thereafter. The “Market value of shares or units of stock that have not vested” value includes only the value of the RSUs and the target number of PSUs that may be earned. |
Outstanding Equity Awards as of December 31, 2024
| (8) Inclusive of 354,610 RSUs and the target number of PSUs that may be earned subject to the provisions as set forth in the section titled “Executive Compensation Design and Philosophy,” but up to 200% of target may be earned. The shares underlying the RSU portion vested 25% on March 4, 2025, then in 3 equal annual installments thereafter. The “Market value of shares or units of stock that have not vested” value includes only the value of the RSUs and the target number of PSUs that may be earned. |
Outstanding Equity Awards as of December 31, 2024
| (9) The shares underlying this option vested 25% on November 15, 2022, then in 36 equal monthly installments thereafter. |
Outstanding Equity Awards as of December 31, 2024
| (10) The shares underlying this RSU vested 25% on November 15, 2022, then in 3 equal annual installments thereafter. |
Outstanding Equity Awards as of December 31, 2024
| (11) The shares underlying this option vested 25% on March 4, 2023, then in 36 equal monthly installments thereafter. |
Outstanding Equity Awards as of December 31, 2024
| (12) The shares underlying this RSU vested 25% on March 4, 2023, then in 3 equal annual installments thereafter. |
Outstanding Equity Awards as of December 31, 2024
| (13) The shares underlying this RSU vested 25% on March 4, 2024, then in 3 equal annual installments thereafter. |
Outstanding Equity Awards as of December 31, 2024
| (14) The shares underlying this RSU vested 25% on March 4, 2025, then in 3 equal monthly installments thereafter. |
Outstanding Equity Awards as of December 31, 2024
| (15) Inclusive of 31,260 RSUs and the target number of PSUs that may be earned subject to the provisions as set forth in the section titled “Executive Compensation Design and Philosophy,” but up to 200% of target may be earned. The shares underlying the RSU portion vested 25% on May 15, 2025, then in 3 equal annual installments thereafter. The “Market value of shares or units of stock that have not vested” value includes only the value of the RSUs and the target number of PSUs that may be earned. |
Outstanding Equity Awards as of December 31, 2024
| (16) The shares underlying this option vested 25% on March 4, 2024, then in 36 equal monthly installments thereafter. |
Outstanding Equity Awards as of December 31, 2024
| (17) The shares underlying this option vested 25% on March 4, 2025, then in 36 equal monthly installments thereafter. |
Outstanding Equity Awards as of December 31, 2024
| (18) Inclusive of 175,000 RSUs and the target number of PSUs that may be earned subject to the provisions as set forth in the section titled “Executive Compensation Design and Philosophy,” but up to 200% of target may be earned. The shares underlying the RSU portion vested 25% on March 4, 2025, then in 3 equal annual installments thereafter. The “Market value of shares or units of stock that have not vested” value includes only the value of the RSUs and the target number of PSUs that may be earned. |
Pay-Versus-Performance
| Year (1) | SCT Total for PEO ($) | Compensation Actually Paid to PEO (2) ($) | Average SCT Total for Non- PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs (2) ($) | Value of Initial Fixed $100 Investment Based on: | | Net Income (in thousands) ($) | Revenue (4) (in thousands) ($) | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return (3) ($) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | 4,973,301 | 8,354,482 | 2,387,776 | 569,712 | 20 | 118 | (159,595) | 178,957 | | 2023 | 8,904,267 | 2,745,457 | 4,257,240 | 1,361,275 | 16 | 119 | (225,304) | 170,276 | | 2022 | 8,853,328 | (1,144,530) | 4,316,929 | (2,584,615) | 26 | 114 | (200,368) | 185,308 | | 2021 | 8,751,617 | (6,175,537) | 5,865,883 | (3,112,380) | 94 | 126 | (207,298) | 154,344 | | 2020 | 7,131,118 | 24,866,836 | 4,133,719 | 14,493,980 | 198 | 126 | (146,227) | 98,382 |
Pay-Versus-Performance
| (4) Revenue was chosen from the following three most important financial performance measures used by us to link compensation actually paid to the PEO and non-PEO NEOs in 2024 to the Company’s performance: |
CEO Pay Ratio
CEO Pay Ratio We present below the ratio of annual total compensation of our median compensated employee to the annualized total compensation of Chad Robins, our chief executive officer, calculated in accordance with Item 402(u) of Regulation S-K. Due to a decrease in our employee population for 2024, we chose to reassess our median employee. In identifying our median employee, we reviewed the compensation of our entire employee population of 620 U.S. employees as of December 31, 2024, which includes part-time employees and excludes our chief executive officer. In performing this analysis, we identified the median employee based on annual base salary rate and target bonus as of December 31, 2024 plus the grant date fair value of all equity awards granted in 2024. For purposes of the calculation, overtime paid in 2024 was annualized for days worked in 2024 and added to the annual base salary amount. With an even number of employees, two potential median employees were evaluated. One employee was employed with the company for the full year and received all compensation in the normal course. The other employee was hired late in the third quarter and their compensation would reflect this reduced period of service. For this reason, the employee who was employed for the full year was used as the median employee. After identifying the median employee, we then determined the actual annual salary paid in 2024, the cash bonus paid out for 2024 (paid in 2025), the grant date fair value of all equity awards granted in 2024, as well as other benefits such as 401(k) matching, utilizing the same method used to calculate and report Mr. Robins’ compensation in the “Summary Compensation Table.” The 2024 total compensation for Mr. Robins, as reported in the “Summary Compensation Table,” was $4,973,301, which reflects all elements of his compensation as determined under Item 402 of Regulation S-K. The 2024 annual total compensation as determined under Item 402 of Regulation S-K for our median employee, who is employed as a Computational Biologist II, was $170,306. The ratio of Mr. Robins’ total compensation to our median employee’s total annual compensation for 2024 is 29 to 1.
Potential Benefits and Payments on Termination or Change in Control
Potential Benefits and Payments on Termination or Change in Control