Chen Schor
Adicet BioAbout Chen Schor
Chen Schor is President, Chief Executive Officer and a director of Adicet Bio, serving on the board since the September 2020 merger of resTORbio and Adicet; he is 52 as of April 2025 and holds an MBA from Tel Aviv University, a B.A. in Economics & Accounting from Haifa University, and a B.A. in Biology from Tel Aviv University . Pay-versus-performance disclosures show the value of a hypothetical $100 investment in ACET stock fell to $4.81 in 2024 (from $9.45 in 2023 and $44.70 in 2022), while reported net losses were $117.1M in 2024, $142.7M in 2023, and $69.8M in 2022, illustrating the challenging shareholder return backdrop during his tenure . His employment offer letter (amended 2018 and 2020) provides severance of 12 months base salary outside a change-in-control and 1.5x salary plus target bonus with full time-based equity acceleration upon a double-trigger change-in-control, with COBRA gross-ups and a 280G excise-tax cutback provision .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Adicet Bio (post-merger) | President, CEO and Director | 2020–Present | Leads clinical-stage cell therapy; continuity from resTORbio merger . |
| resTORbio | Director, President & CEO (co-founder) | 2016–2020 | Built from inception to public biotech; partnerships with big pharma . |
| Synta Pharmaceuticals | President, CEO; previously EVP & COO | 2014–2017 | Led turnaround and reverse merger with Madrigal Pharmaceuticals (Nasdaq: MDGL) . |
| Novalere FP, Inc. | President & CEO | 2012–2014 | Led specialty pharma development effort . |
| Eleven Biotherapeutics | Chief Business Officer | 2011–2012 | Business development leadership at public biotech . |
| Teva Pharmaceutical Industries | VP, Global Branded Business Development | 2009–2011 | Managed BD and pipeline for global branded products . |
| Yozma Venture Capital | Partner | Prior to 2009 | Founded and grew multiple therapeutics companies to exits . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Carbon Biosciences, Inc. | Chair of the Board | Current | Gene therapy company . |
| Karyopharm Therapeutics, Inc. (Nasdaq: KPTI) | Director | Since Dec 2020 | Public commercial-stage oncology . |
| BrainStorm Cell Therapeutics (Nasdaq: BCLI) | Director | Sep 2011–Apr 2020 | Prior public company board . |
| Alliance for Cancer Gene Therapy | Board Member | Current | Non-profit advancing cell & gene therapies . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $562,285 | $606,052 | $627,594 |
| Target Bonus (%) | 50% | 55% | 55% |
| Actual Bonus Paid ($) | $309,540 | $250,346 | $241,780 |
| Bonus Payout vs Target (%) | 110% | 75% | 70% |
| All Other Compensation ($) | $27,751 | $15,570 | $18,638 |
Notes:
- 2024 annual base salary set at $628,000; CFO/CSO increases also disclosed .
- Perquisites detail for 2024 includes parking reimbursement ($2,393), 401(k) match ($15,525), mobile phone allowance ($720) .
Performance Compensation
Annual Bonus Plan and Payouts
| Year | Metric Basis | Target % of Salary | Payout % of Target | Payout ($) | Commentary |
|---|---|---|---|---|---|
| 2022 | Corporate objectives | 50% | 110% | $309,540 | Above-target payout based on 2022 goals . |
| 2023 | Corporate objectives | 55% | 75% | $250,346 | Below-target payout; goals set/weighted by Board . |
| 2024 | Corporate objectives | 55% | 70% | $241,780 | Below-target payout; 2024 goals set/weighted by Board . |
Equity Awards Granted in 2024 (CEO)
| Grant Date | Award Type | Shares/Units | Exercise Price | Expiration/Vesting | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|
| 1/24/2024 | Stock Options | 1,116,903 | $2.40 | 10-year term; vests over 4 years | $1,941,200 |
| 1/24/2024 | RSUs | 70,300 | — | As granted; outstanding at YE 2024 | $168,720 |
| 1/26/2024 | Stock Options (contingent) | 1,770,427 | $2.53 | 10-year term; vests over 4 years | $1,646,434 |
Additional vesting disclosure:
- Contingent option grants approved Jan 26, 2024 vest 1/48th monthly over 48 months from 1/26/2024, contingent on stockholder approval (obtained June 5, 2024) .
- 2023–2024 option repricing reduced pre-Aug 13, 2023 option exercise prices to $2.14; options after that date use market close on grant date .
Outstanding Equity (CEO) at 12/31/2024
| Grant | Exercisable Options (#) | Unexercisable Options (#) | Exercise Price | Expiration | Unvested RSUs (#) | RSU Market Value ($) |
|---|---|---|---|---|---|---|
| 9/15/2020 | 36,857 | — | $2.14 | 12/5/2029 | — | — |
| 9/17/2020 | 872,111 | — | $2.14 | 9/17/2030 | — | — |
| 1/13/2021 | 235,000 | 5,000 | $2.14 | 1/12/2031 | — | — |
| 2/12/2021 | 404,033 | 17,567 | $2.14 | 2/11/2031 | — | — |
| 1/7/2022 | 215,104 | 79,896 | $2.14 | 1/6/2032 | — | — |
| 1/24/2023 | — | — | — | — | 57,000 | $54,720 (at $0.96) |
| 1/24/2023 | 184,431 | 200,469 | $2.14 | 1/23/2033 | — | — |
| 1/24/2024 | — | — | — | — | 70,300 | $67,488 (at $0.96) |
| 1/24/2024 | 255,956 | 860,947 | $2.40 | 1/23/2034 | — | — |
| 1/26/2024 | 405,722 | 1,364,705 | $2.53 | 1/25/2034 | — | — |
Market value note: $0.96 per share closing price on 12/31/2024 used for RSU valuation .
Equity Ownership & Alignment
| Date (Shares Outstanding) | Beneficial Ownership (Shares) | % of Outstanding | Notes |
|---|---|---|---|
| Apr 9, 2024 (82,169,503) | 1,918,341 | 2.3% | Includes 38,002 direct shares; 53,424 and 43,469 in two irrevocable trusts; and 1,783,446 options exercisable within 60 days . |
| Apr 17, 2025 (82,709,625) | 3,231,895 | 3.8% | Company-level footnotes list OrbiMed detail; CEO share total disclosed . |
| Nov 14, 2025 (153,255,581) | 3,863,507 | 2.5% | Beneficial ownership decreases as % given higher shares outstanding . |
Alignment policies:
- Insider trading policy prohibits derivative transactions and highlights risks of margin accounts/pledging; no individual pledging by Schor is disclosed in the proxy .
Employment Terms
- Offer letter dated March 2017, amended January 2018 and September 2020; provides base salary, target bonus, benefits eligibility .
- Termination without cause / for good reason (outside change-in-control): 12 months base salary; prior-year unpaid bonus; monthly cash payment equivalent to employer health contribution for up to 12 months, with tax gross-up and installment payments over 12 months .
- Double-trigger change-in-control (within 3 months before or 12 months after): lump sum 1.5x base salary + target bonus; prior-year unpaid bonus; monthly health-equivalent cash payment for up to 18 months with tax gross-up; full acceleration of time-based stock options and other time-based awards .
- 280G/4999 excise-tax cutback: benefits reduced if it yields higher net after-tax to the executive; company may lose deductibility under 280G .
Compensation recovery (clawback) policy:
- Adopted Nov 16, 2023 (effective Oct 2, 2023); Company will recover incentive-based compensation tied to financial reporting metrics from current/former executive officers within a three-year lookback following a material restatement if payouts exceed amounts under restated results .
Board Governance and Director Compensation
- Board is classified into three classes with staggered terms; Schor is a Class I director up for election in 2025; nominees include Schor and Katie Peng for a three-year term ending 2028 .
- Board leadership: CEO and Board Chair roles are separated; Chair vacant after April 2025 resignation; Dr. Andrew Sinclair appointed Lead Independent Director in April 2025 .
- Attendance: The full board met seven times in 2024; each director attended ≥75% of board and committee meetings; all directors attended the 2024 annual meeting .
- Committee independence: Nominating and Corporate Governance Committee comprised of independent directors; met twice in FY 2024 .
- Non-employee director fees (2024 schedule): Board member $40,000; Board chair add’l $30,000; Audit member $7,500/chair $15,000; Compensation member $5,000/chair $10,000; Nominating member $4,000/chair $8,000; annual equity award of 26,400 options + 5,900 RSUs to continuing directors; initial option grant of 70,200 for new directors vesting monthly over 3 years .
- Director compensation (2024): Schor received no director compensation; non-employee director cash and equity details disclosed (e.g., Chodakewitz total $80,794; Peng total $83,294; outstanding options/RSUs by director listed) .
Compensation Structure Analysis
- Mix shifts and equity emphasis: CEO option awards were significant in 2024 (total grant-date fair value ~$3.59M options plus ~$0.17M RSUs) after 2023 option repricing activity increased accounting fair values; underscores retention emphasis via long vesting .
- Option repricing: Pre–Aug 13, 2023 options repriced to $2.14 exercise price, increasing incremental fair value recognized in 2023; common shareholder red flag but typical of retention in long-dated, out-of-the-money grants .
- Annual bonus discretion vs performance: Bonus payouts below target in 2023 (75%) and 2024 (70%) reflect moderated discretionary outcomes relative to corporate goals; above-target payout in 2022 (110%) suggests variability aligned to goal achievement .
Risk Indicators & Red Flags
- Repricing of underwater options in 2023 (incremental fair value recognized) .
- Material net losses in 2023 and 2024 combined with very low TSR values in PVP table .
- COBRA “gross-up” on severance health-equivalent payments is shareholder-unfriendly feature, albeit limited to health contributions rather than broad tax gross-ups .
- Robust clawback policy aligned with SEC listing standards mitigates restatement-related risk .
Equity Ownership & Trading Pressure Indicators
- Large inventory of unexercisable options vesting over four years (including 2024 grants) provides retention hooks; RSUs outstanding are modest relative to options .
- As of 12/31/2024, market price ($0.96) placed RSUs at low current value and many options out-of-the-money (at strikes $2.14/$2.40/$2.53), reducing near-term sell pressure from option exercises; however, higher ownership in 2025 increases alignment .
Performance & Track Record
- Turnaround and M&A execution: Led Synta Pharmaceuticals’ turnaround and reverse merger with Madrigal; extensive BD and leadership roles at Teva and multiple biotechs .
- Governance continuity through merger: Continued as CEO/director post resTORbio–Adicet merger, providing strategic continuity .
- External influence: Active roles on industry/non-profit boards, maintaining sector connectivity .
Employment & Contracts (Retention/Transition)
- Tenure: CEO and director since September 2020 merger; employment terms date back to March 2017 (amended 2018, 2020) .
- Non-compete, non-solicit, garden leave: Not disclosed in proxy materials; severance/change-of-control terms summarized above .
Investment Implications
- Pay-for-performance calibration shows below-target annual bonus payouts in 2023–2024 and low TSR, while CEO equity grants are sizable and long-vesting—suggesting retention focus amid execution challenges and offering high leverage to future value creation if clinical milestones are met .
- Option repricing in 2023 and continued heavy option issuance in 2024 are mixed governance signals: supportive of retention and alignment through vesting, but repricing is a shareholder red flag; clawback adoption mitigates some risk .
- Change-of-control economics (1.5x salary+target bonus and full acceleration of time-based awards) could incentivize strategic transactions in adverse market conditions; COBRA cash gross-ups add modest shareholder-unfriendly optics, though 280G cutback is protective .
- Ownership increased into 2025 (3.8% in April; 2.5% in November on a larger share base), with trust and option components, indicating meaningful skin-in-the-game; no pledging disclosed and derivatives prohibited by policy, lowering misalignment risk .