Katie Peng

About Katie Peng

Katie Peng, MBA, is an independent director of Adicet Bio (ACET) since July 2023 and serves on the Audit Committee; she was 54 years old as of April 15, 2025 . She is Chief Commercial Officer at Denali Therapeutics (since Sept 2021) and previously held senior commercial leadership roles at Genentech (2017–2021) and Roche in Asia Pacific (2012–2017) . She holds a B.A. from UC Berkeley and an MBA from Indiana University’s Kelley School of Business . The board has determined she is independent under Nasdaq and SEC rules .

Past Roles

External Roles

Board Governance

• Committee assignments (2025): Audit Committee member; Audit chaired by Steve Dubin; other members Andrew Sinclair; all Audit members independent and financially literate; Dubin designated as “audit committee financial expert” .
• Independence: Board determined all non-employee directors (including Peng) are independent; CEO Chen Schor is not independent .
• Attendance: In 2024, each director attended at least 75% of aggregate board and committee meetings; all directors attended the 2024 annual meeting .
• Years of service: Director since July 2023 .
• Board leadership: Roles of Chair and CEO separated; Andrew Sinclair appointed Lead Director in April 2025 .

Fixed Compensation

• Director fee framework (in effect during 2024):
  • Board annual cash retainer: $40,000; Board chair additional $30,000
  • Audit Committee: member $7,500; chair additional $15,000
  • Compensation Committee: member $5,000; chair additional $10,000
  • Nominating & Corporate Governance Committee: member $4,000; chair additional $8,000 .
• 2024 actual compensation (Peng):
  • Cash fees: $47,500; Stock awards (RSUs): $8,496; Option awards: $27,298; Total: $83,294 .

Performance Compensation

• Equity program for non‑employee directors:
  • Initial grant: stock option to purchase 70,200 shares, vesting monthly over 3 years .
  • Annual grant at each annual meeting: 26,400 options and 5,900 RSUs, vesting fully by next annual meeting or first anniversary, whichever earlier .
• Peng’s outstanding equity (12/31/2024): 96,600 options outstanding; 5,900 unvested RSUs .
• Clawback policy: Company adopted an incentive compensation recovery policy effective Oct 2, 2023 (board approval Nov 16, 2023) .
• RED FLAG – option repricing (Aug 14, 2023): Company repriced 6,431,077 options under the 2015/2018 plans to $2.14, including director options; repriced options would revert to original strike if certain early exits/exercises occurred before Aug 14, 2024 . 2023 director option values include incremental fair value from repricing .

Other Directorships & Interlocks

• Related‑party transactions: Company reports no transactions >$120,000 since Jan 1, 2023 involving directors/officers/5% holders and their immediate families .
• Policy: Related person transactions require Audit Committee approval with conflict review criteria .

Expertise & Qualifications

• Education: B.A. UC Berkeley; MBA Kelley School, Indiana University .
• Domain expertise: Biopharma commercialization across ophthalmology, neurology, immunology and rare diseases; international general management in APAC .
• Committee relevance: Audit Committee member with commercial and operating experience; Audit financial expert designation resides with Steve Dubin .

Equity Ownership

• Director trading/hedging: Company policy prohibits derivative transactions that provide economic equivalent of ownership (hedging); discusses risks of pledging/margin though policy specifically prohibits derivative transactions; no pledging policy is expressly stated in the excerpt .

Governance Assessment

• Positives

  • Independent director with substantial commercial biotech leadership and current operating role (Denali) that can inform ACET’s go-to-market and partnering perspective .
  • Active Audit Committee member; board governance practices include separation of Chair/CEO and appointment of a Lead Director, enhancing independent oversight .
  • Attendance/engagement thresholds met in 2024; all directors attended annual meeting .
  • Robust related‑party oversight; no related‑party transactions involving Peng disclosed since 2023 .
  • Adoption of a clawback policy aligned with NYSE/Nasdaq rules supports accountability .

• Watch items / RED FLAGS

  • 2023 option repricing encompassed director awards (including Peng’s cohort), which some investors view as shareholder‑unfriendly unless clearly justified; company imposed reversion safeguards for early exit/exercise .
  • Capital structure stress indicators at the company level (e.g., 2025 reverse split proposal) reflect listing‑compliance pressures; while not specific to Peng, they heighten the importance of strong audit and governance oversight .

• Overall: Peng’s independence, Audit Committee service, and strong commercial background support board effectiveness. Lack of related‑party exposure and presence of a clawback policy are positives. The 2023 option repricing remains a governance sensitivity for director pay optics .