Donald Healey
Adicet BioAbout Donald Healey
Donald Healey, Ph.D., is Adicet Bio’s Chief Technology Officer (CTO) since October 2020, with 25+ years in cell therapy process development and CMC leadership. He is 63 (as of April 15, 2025) and holds a Ph.D. in Cellular Immunology from the University of London and a B.Sc. in Cellular Pathology from Bristol University . For performance context, Adicet’s 2024 executive bonus program paid 70% of target on company objectives , while its Pay-Versus-Performance table shows cumulative TSR deterioration (value of $100 initial investment: $44.70 in 2022, $9.45 in 2023, $4.81 in 2024) alongside continued net losses, framing a challenging operating backdrop for pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| KBI Biopharma | SVP, Operations and Site Head | 2017–2020 | Led operations and site management at a biopharma CDMO, relevant to industrializing cell therapy manufacturing . |
| Opexa Therapeutics (now Acer Therapeutics) | Multiple roles incl. Chief Scientific Officer | 2010–2017 | Responsible for preclinical development and scaling closed-system autologous T-cell immunotherapy processes . |
| Argos Therapeutics; ML Laboratories (Cobra Therapeutics) | Various positions | 2001–2010 | Early cell therapy/process roles underpinning CMC and translational capabilities . |
External Roles
- None disclosed in company filings for current public-company directorships or committee roles .
Fixed Compensation
| Metric | 2023 |
|---|---|
| Base Salary ($) | 454,267 |
| Target Bonus (% of salary) | 40% |
| Actual Bonus Payout ($) | 136,500 (75% of target plan achievement for 2023) |
Notes:
- 2024 NEOs’ bonuses paid at 70% of target overall; Dr. Healey was not an NEO in 2024 but the company states “executives, including our named executive officers” were paid at 70% of target on the plan .
Performance Compensation
Annual Incentive Plan (AIP)
| Year | Metric Design | Target | Actual Payout |
|---|---|---|---|
| 2023 | Company objectives (board-approved) | 40% of salary | 75% of target plan payout; paid $136,500 |
| 2024 | Company objectives (board-approved) | Not disclosed for Healey | 70% of target (executives, including NEOs) |
Disclosure does not provide precise metric weightings (e.g., revenue, EBITDA), only that goals are corporate objectives approved by the Compensation Committee/Board .
Equity Awards and Vesting
| Award | Grant Date | Quantity | Exercise Price | Vesting | Notes |
|---|---|---|---|---|---|
| Stock Options (2019–2022 grants) | 10/27/2020; 1/13/2021; 2/12/2021; 1/7/2022 | See “Outstanding equity” below | $2.14 (repriced) | Typical 25% at year-1 then monthly, or 1/48th monthly depending on grant | Company repriced options on Aug 14, 2023 to $2.14; Healey had 342,600 options repriced (red flag) . |
| RSUs | 1/24/2023 | 26,100 | n/a | 1/3 on Jan 24 of 2024/2025/2026 | Time-based RSUs with three annual tranches . |
| Stock Options (new grant) | 8/14/2023 | 149,944 | $2.14 | No vest until Aug 14, 2024; then 25% vesting tied to 10/27/2021 start date and monthly thereafter | Issued because inducement awards were not eligible for repricing . |
| Stock Options (contingent on plan approval) | 1/26/2024 | 271,595 | $2.53 | 1/48th monthly from 1/26/2024 | Approved at 6/5/2024 AGM; part of 2018 Plan amendment . |
Vesting/cadence and grant data sourced from the Outstanding Equity table (12/31/2023) and the June 7, 2024 Form 8‑K describing contingent grants .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Apr 9, 2024) | 411,401 shares (includes shares and options exercisable within 60 days) . |
| Outstanding Equity at 12/31/2023 (Healey) | Options exercisable/unexercisable across grants; RSUs: 26,100 unvested (1/3 annual vest) . |
| Option Repricing | Company-wide repricing on Aug 14, 2023 to $2.14; Healey affected on 342,600 options (repricing/modification red flag) . |
| Pledging/Hedging | Insider trading policy expressly prohibits derivative transactions; policy highlights risks of margin/pledging; no pledging by Healey disclosed . |
| Ownership Guidelines | No executive stock ownership guideline disclosed in the proxies . |
Selected details from the 2025 Principal Stockholders section aggregate non-NEO executives; in that table, Dr. Healey is not broken out individually for 2025, but the 2024 proxy lists his individual holdings .
Employment Terms
| Provision | Key Terms |
|---|---|
| Role/Start | CTO since October 2020 . |
| Severance (non‑CIC) | If terminated without cause or resigns for good reason: 9 months base salary; prior-year unpaid bonus (if any); and 9 months COBRA-equivalent monthly cash payment (tax gross-up included), paid over 9 months (60-day release requirement) . |
| Change-in-Control (CIC) | If terminated without cause/for good reason within 12 months post‑CIC: lump sum 1x (base salary + target bonus); prior-year unpaid bonus (if any); 12 months COBRA-equivalent cash; and 100% acceleration of time‑based equity (60‑day release requirement) . |
| 280G/4999 | Best‑net cutback (reduce parachute payment if it increases after-tax proceeds) . |
| Clawback | Company adopted a Dodd-Frank compliant clawback policy effective Oct 2, 2023 . |
| Non-compete/Non-solicit | Not specifically disclosed in proxy summaries for Healey (standard “good reason/cause” definitions referenced) . |
Board Governance, Compensation Committee, Say-on-Pay
- Compensation Committee (2024 year) members included Jeffrey Chodakewitz (Chair), with reconstitution for 2025; the Committee uses Aon Consulting, deemed independent with no conflicts .
- Say-on-Pay (June 5, 2024) passed: For 29,915,289; Against 19,213,617; Abstain 15,790 (broker non-votes 12,424,510) .
- Shareholders approved the 2018 Plan amendment and authorized share increase on June 5–6, 2024, enabling the 1/26/2024 contingent grants to become effective .
Risk Indicators & Red Flags
- Option Repricing: On Aug 14, 2023, Adicet repriced outstanding options to $2.14; Healey’s affected count was 342,600 options—repricing/modification is a governance red flag (reduces performance risk borne by option holders) .
- Limited metric transparency: Bonus plans cite corporate objectives, but filings do not disclose detailed metric weightings or hurdle calibration, reducing external evaluation of rigor .
- TSR and losses: Pay-versus-performance exhibits materially negative TSR and continuing net losses, increasing scrutiny on incentive alignment .
Vesting Schedules and Potential Selling Pressure
- 1/24/2023 RSUs (26,100) vest one-third annually (Jan 24, 2024/2025/2026), creating predictable vest flow that can lead to periodic liquidity events on or after vest dates .
- 8/14/2023 options (149,944 @ $2.14) had no vest until 8/14/2024 then resume vesting from an original 10/27/2021 start; and 1/26/2024 options (271,595 @ $2.53) vest 1/48th monthly—these schedules create continuous monthly vesting thereafter .
- Filings reviewed do not disclose Rule 10b5‑1 plans for Healey; no Form 4 insider sale data appears in these proxy/8-K documents .
Investment Implications
- Alignment and retention: Healey’s large, time-based equity stack (RSUs/options) and CIC acceleration drive retention but are less explicitly performance-conditioned; continued monthly vesting through 2026 supports continuity in manufacturing/process leadership .
- Incentive rigor vs performance: Company paid 70–75% AIP outcomes in 2024/2023 amid negative TSR and losses, and implemented an option repricing in 2023—signals potential softness in downside pay sensitivity and may prompt investor focus on future metric design and equity mix .
- Selling pressure: RSU anniversaries (Jan 24) and monthly option vesting create an ongoing cadence of potential insider liquidity; lack of disclosed 10b5-1 plans in these filings increases uncertainty around timing .
- Governance practices: Clawback adoption and independent consultant oversight are positives; however, 2023 option repricing and limited performance-metric disclosure warrant continued monitoring .
Sources: 2025 and 2024 DEF 14A and June 7, 2024 Form 8‑K for ACET: executive bios, ownership, compensation, severance/CIC, equity plan actions, and say‑on‑pay results .