Andrew Sinclair
Adicet BioAbout Andrew Sinclair
Andrew Sinclair, Ph.D., is an independent director at Adicet Bio (ACET), serving since March 2021 and currently Lead Non‑Employee Director (appointed April 2025). He is a Partner at Abingworth LLP, with prior sell‑side roles at HSBC Global Markets, Credit Suisse, and SG Cowen. Sinclair holds a B.Sc. in Microbiology (King’s College London), a Ph.D. in Chemistry and Genetic Engineering (BBSRC Institute of Plant Science, Norwich), and is a Chartered Accountant (formerly with KPMG). Age 53; current Class III term expires at the 2027 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HSBC Global Markets | Senior Equity Analyst, Director (Mid‑cap Pharma) | Prior to Nov 2008 | Sector coverage; investment research |
| Credit Suisse; SG Cowen | Biotechnology Analyst | Prior to HSBC | Biotech coverage |
| KPMG LLP | Chartered Accountant | Prior career | Accounting qualification |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Abingworth LLP | Partner | Since Nov 2008 | Life sciences investment group |
| Soleno Therapeutics (SLNO) | Director | Since Dec 2018 | Current public board |
| Sierra Oncology (acquired by GSK) | Director | Nov 2019–Jul 2022 | Prior public board; company acquired |
| Verona Pharma (VRNA) | Director | Jul 2016–Apr 2022 | Prior public board |
Board Governance
- Independence: Board determined all directors except CEO Chen Schor are independent under Nasdaq and SEC rules; determination considered associations with >5% holders .
- Roles: Lead Non‑Employee Director (appointed April 2025); responsibilities include calling/presiding over director meetings, agenda setting with CEO, CEO performance discussions, and succession planning .
- Committees:
- Audit Committee: Member; committee chaired by Steve Dubin; Sinclair not designated “financial expert” (Dubin is) .
- Nominating & Corporate Governance Committee: Chair .
- Compensation Committee: Not a member .
- Attendance: Board met 7 times in 2024; each director attended ≥75% of board and committee meetings; all directors attended the 2024 annual meeting .
- Trading, pledging, and hedging: Company policy prohibits derivative transactions, short sales, and pledging by officers and directors .
- Clawback: Compensation recovery policy adopted Nov 16, 2023; applies to incentive‑based compensation tied to financial reporting measures .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Earned (Cash) | $55,500 | Total 2024 director cash fees earned by Sinclair |
| Standard Annual Board Retainer | $40,000 | Program schedule for all non‑employee directors |
| Audit Committee Member Fee | $7,500 | Program schedule |
| Nominating & Corporate Governance: Member + Chair | $4,000 + $8,000 | Program schedule |
The program schedule indicates potential annual cash totaling $59,500 for Sinclair’s roles; his actual 2024 cash paid was $55,500, implying partial‑year role changes or proration .
Performance Compensation
| Equity Award Type (2024 accounting) | Grant‑Date Fair Value | Vesting Terms | Program Baseline |
|---|---|---|---|
| RSUs | $8,496 | Vest in full on earlier of first anniversary of grant or next annual meeting, subject to continued service | |
| Stock Options | $27,298 | Annual grant; options vest in full on earlier of first anniversary or next annual meeting (for annual director awards); other director options may vest monthly over 36 months depending on initial grants |
Performance metrics tied to director equity compensation: None disclosed; director equity awards are service‑based (time‑vesting), not conditioned on TSR or operational metrics .
Other Directorships & Interlocks
- Abingworth affiliation: Abingworth Bioventures VI LP purchased 833,333 ACET shares in the January 2024 underwritten offering; Sinclair is a Partner at Abingworth. The board reviewed director independence considering >5% holders; audit committee oversees related person transaction reviews .
- OrbiMed participation: Entities affiliated with OrbiMed purchased in the same offering; OrbiMed is a >5% holder .
Expertise & Qualifications
- Scientific: Microbiology (B.Sc.), Chemistry & Genetic Engineering (Ph.D.) .
- Financial: Chartered Accountant; Audit Committee member; extensive equity research background .
- Governance: Lead Independent Director; chair of Nominating & Corporate Governance Committee .
Equity Ownership
| As‑of Date | Common Shares | Options/RSUs Counted as Beneficial (exercisable/vesting within 60 days) | Total Beneficial Ownership | % of Shares Outstanding | Notes |
|---|---|---|---|---|---|
| Apr 17, 2025 | 138,600 | Included | 138,600 | <1% | Company beneficial ownership table |
| Nov 14, 2025 | 11,800 common + 126,800 options | 126,800 options within 60 days | 138,600 | <1% (base: 153,255,581 shares) | Special meeting proxy ownership detail |
- Pledging/Hedging: No pledging disclosed; hedging and derivative transactions are prohibited by policy .
- Ownership Guidelines: No director‑specific stock ownership guidelines disclosed .
Insider Trades
| Date | Security | Transaction | Shares | Price | Post‑Transaction Holdings | Source |
|---|---|---|---|---|---|---|
| Jun 11, 2025 | RSUs | Grant (A) | 5,900 | $0 | 17,700 (Direct) | |
| Jun 11, 2025 | Stock Options | Grant (A) | 26,400 | $0.78 | 26,400 options | |
| Jun 5, 2024 | Stock Options | Grant (A) | 32,300 | $0 | 38,200 (Direct) |
RSU and option grants align with the annual director equity program (26,400 options + 5,900 RSUs vesting on the earlier of one year or next annual meeting) ; the June 2025 Form 4 explicitly notes those terms .
Governance Assessment
- Strengths:
- Independent director with dual scientific and financial credentials; serves as Lead Independent Director and chairs Nominating & Corporate Governance Committee, reinforcing board oversight and succession planning .
- Active Audit Committee membership; combined with company’s clawback policy and anti‑hedging/pledging policy, supports governance discipline .
- Attendance and engagement at/above 75% threshold; full board attendance at annual meeting indicates commitment .
- Risks / RED FLAGS:
- Option repricing: Company reduced exercise prices of outstanding options under 2018/2015 plans in August 2023 (to $2.14), a practice often scrutinized by shareholders; while discussed in executive awards, repricing affected plan options broadly (could include director options) .
- Capital structure stress: Nasdaq minimum bid deficiency and need for reverse split authorization (special meeting Dec 19, 2025), potentially dilutive and signals listing risk; requires vigilant board oversight, including by the Lead Director .
- Interlock exposure: Abingworth (Sinclair’s firm) was a purchaser in the January 2024 offering; although conducted via underwriters and independence was affirmed, transaction proximity merits continued monitoring of related‑party review processes .
On balance, Sinclair’s appointment as Lead Director and committee leadership are positive for board effectiveness during a period of listing and financing challenges; continued transparency on equity award practices (repricing history) and rigorous conflict reviews remain important for investor confidence .
Notes and Sources
- Director biography, roles, committee assignments, independence, attendance, and compensation program: .
- Beneficial ownership details: .
- Insider trading Form 4 filings: .
- Reverse split and Nasdaq bid deficiency context: .
- Clawback policy and trading restrictions: .