Jeffrey Chodakewitz
Adicet BioAbout Jeffrey Chodakewitz, M.D.
Independent director (Class II) at Adicet Bio since 2020; age 69, with a career spanning senior R&D leadership at Vertex and Merck and current advisory roles at Yale University Ventures and Ascenta Capital Management . He holds a B.S. in Biochemistry (Yale) and an M.D. from Yale School of Medicine; he is board-certified in Internal Medicine and Infectious Disease . His board tenure at ACET runs through the 2026 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vertex Pharmaceuticals (Nasdaq: VRTX) | EVP, Clinical Medicine & External Innovation; previously CMO and EVP, Global Medicines Development & Medical Affairs; member of Executive Committee | EVP Apr 2018–Mar 2019; CMO/EVP Jan 2014–Apr 2018 | Led late-stage development and external innovation; senior clinical oversight |
| Merck & Co., Inc. (NYSE: MRK) | Senior VP roles (Global Scientific Strategy; Late Stage Development); Head of Infectious Diseases & Vaccines Global Development | Dec 1990–Dec 2013; Head Aug 2013–Dec 2013; SVP roles Jan 2013–Aug 2013; Mar 2011–Jan 2013 | Global development leadership across multiple therapeutic areas |
| Blackstone Life Sciences | Senior/Executive Advisor | Mar 2019–Jan 2022 | Strategic portfolio and development advice |
| Yale University Ventures | Entrepreneur-in-Residence | Since Oct 2022 | Early-stage venture support |
| Ascenta Capital Management LLC | Advisory Partner | Since Dec 2022 | Investment advisory |
External Roles
| Company | Role | Tenure | Status |
|---|---|---|---|
| Schrödinger, Inc. (Nasdaq: SDGR) | Director | Since Apr 2020 | Current |
| Praxis Precision Medicines, Inc. (Nasdaq: PRAX) | Director | Since Apr 2021 | Current |
| Freeline Therapeutics Holdings plc (formerly Nasdaq: FRLN) | Director | Sept 2019–Feb 2024 | Former |
| Tetraphase Pharmaceuticals Inc. (formerly Nasdaq: TTPH) | Director | Jun 2014–Jul 2020 | Former (company acquired) |
Board Governance
- Independence: Board determined all non-employee directors, including Dr. Chodakewitz, are independent under Nasdaq and SEC rules; Chen Schor is not independent as CEO .
- Committees: Chair of the Compensation Committee; reconstituted post-2025 Annual Meeting to include Chodakewitz (Chair), Steve Dubin, and Michael Grissinger; committee met six times in 2024 .
- Audit Committee: Composed of Steve Dubin (Chair), Katie Peng, and Andrew Sinclair; met five times in 2024 .
- Nominating & Corporate Governance Committee: Composed of Andrew Sinclair (Chair), Lloyd Klickstein, and Steve Dubin; met twice in 2024 .
- Attendance: In 2024, each director attended ≥75% of board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Term and Class: Class II director; term expires at the 2026 annual meeting .
Fixed Compensation
| Year | Fees Earned (Cash) | Notes |
|---|---|---|
| 2024 | $45,000 | Board and committee cash retainers per program |
Director fee schedule (non-employee):
| Component | Member Annual Fee | Chair Additional Annual Fee |
|---|---|---|
| Board of Directors | $40,000 | $30,000 |
| Audit Committee | $7,500 | $15,000 |
| Compensation Committee | $5,000 | $10,000 |
| Nominating & Corporate Governance Committee | $4,000 | $8,000 |
Performance Compensation
| Item | Quantity/Value | Vesting/Terms |
|---|---|---|
| 2024 Stock Awards (RSUs) | $8,496 grant-date fair value | Annual RSU grant of 5,900 vests in full by next annual meeting or first anniversary |
| 2024 Option Awards | $27,298 grant-date fair value | Annual option grant of 26,400 vests in full by next annual meeting or first anniversary |
| Standard Initial Grant (new directors) | 70,200 options | Vests in 36 equal monthly installments over three years |
| Outstanding Equity (12/31/2024) | 119,800 options; 5,900 unvested RSUs | As above |
Equity awards for directors are time-based (no performance metrics are disclosed for director grants) .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Public company boards | Schrödinger (SDGR), Praxis (PRAX) – current; Freeline (FRLN), Tetraphase (TTPH) – prior |
| Independence from major holders | Board independence assessed; independence determination considered associations with >5% holders; non-employee directors deemed independent |
| Related party transactions policy | Audit Committee reviews and approves related-person transactions; policy effective Jan 25, 2018, amended Dec 19, 2022 |
Expertise & Qualifications
- Deep clinical development leadership across infectious disease, respiratory, immunology, and late-stage development from Merck and Vertex; executive committee experience at Vertex .
- Medical credentials: Diplomate of NBME and ABIM (Internal Medicine and Infectious Disease) .
- Academic and venture engagement: EIR at Yale University Ventures; Advisory Partner at Ascenta Capital .
Equity Ownership
| Metric | As of Apr 17, 2025 | As of Nov 14, 2025 |
|---|---|---|
| Total beneficial ownership (shares) | 131,600 | 131,600 |
| Ownership as % of outstanding | <1% | <1% |
| Direct shares | 5,900 | 11,800 |
| RSUs vesting within 60 days | 5,900 | — (not disclosed) |
| Options exercisable within 60 days | 119,800 | 119,800 |
Policy on trading, pledging and hedging: Insider trading policy prohibits derivative transactions; the company highlights risks of margin accounts and pledging and maintains a written policy covering trading, pledging, and hedging .
Governance Assessment
- Strengths: Independent director with extensive pharma R&D leadership and multi-company board experience; chairs the Compensation Committee (6 meetings in 2024), indicating active engagement in pay oversight .
- Engagement: Board/committee attendance at ≥75% and presence at the annual meeting support active participation .
- Alignment: Director pay mix combines cash with time-based equity; outstanding options and RSUs (119,800 options; 5,900 RSUs at 12/31/2024) and total beneficial ownership of 131,600 shares signal equity exposure to ACET outcomes .
- Controls & policies: Formal related-person transaction policy administered by the Audit Committee; adoption of a compensation recovery (clawback) policy for executive incentive pay enhances governance posture .
- Watch items: Multiple current public boards (SDGR, PRAX) can broaden perspective but warrant monitoring for bandwidth and potential informational interlocks; company’s independence review explicitly considered >5% holder associations and affirmed independence of non-employee directors .
No director-specific related-party transactions involving Dr. Chodakewitz are described in the returned proxy sections; oversight of any such matters resides with the Audit Committee under the related-person transactions policy .