Michael Grissinger
Adicet BioAbout Michael Grissinger
Independent Class II director at Adicet Bio (ACET) since April 2025; age 71 with 34+ years in pharmaceuticals/biotech. He spent 22 years at Johnson & Johnson, leading worldwide pharmaceutical licensing and corporate development/M&A, and the Immunology Therapeutic Area BD/Licensing group; earlier, 12 years at Ciba‑Geigy in finance, marketing, and BD. Education: B.Sc. Chemistry (Juniata College) and MBA (Temple University, Fox School of Business). Tenure runs through the 2026 annual meeting; board deems him independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johnson & Johnson | VP & Head, Worldwide Pharmaceutical Licensing; VP & Head, Worldwide Pharmaceutical Corporate Development & M&A | ~1996–2018; retired 2018 | Led Immunology Therapeutic Area BD/Licensing; member, Immunology R&D/Commercial leadership team |
| Ciba‑Geigy AG | Finance, marketing, and business development roles | ~12 years (pre‑J&J) | Not disclosed |
| resTORbio | Director | Nov 2018 – Sept 2020 (until merger completion) | Not disclosed |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Aprea Therapeutics (Nasdaq: APRE) | Director | Since May 2022 | Public company board |
| Akari Therapeutics (Nasdaq: AKTX) | Director | Jan 2018 – Dec 2024 | Public company board (ended 2024) |
| Envisagenics, Inc. | Director | Current | Private biotech |
| AnaCardio AB | Director | Current | Private biotech |
| NephroDI Therapeutics, Inc. | Director | Current | Private biotech |
Board Governance
- Classification and term: Class II director; term expires at the 2026 annual meeting .
- Committee assignments: Member, Compensation Committee; post‑Annual Meeting (2025) committee reconstituted to Chodakewitz (Chair), Dubin, Grissinger; 6 meetings held in FY2024; all members independent per Nasdaq rules .
- Not on Audit or Nominating & Corporate Governance Committees; Audit currently chaired by Steve Dubin with Dubin, Peng, Sinclair as members; Nominating chaired by Sinclair with Sinclair, Klickstein, Dubin as members .
- Independence: Board determined all directors except CEO Chen Schor are independent; consideration included relationships and beneficial ownership; no family relationships among directors/executives .
- Attendance: Board met seven times in 2024; each member attended ≥75% of combined board and committee meetings during their service; all directors attended the 2024 annual meeting .
- Policies: Insider trading policy expressly prohibits derivative transactions and purchases of derivative securities providing economic equivalent of ownership; designed to prevent pledging/margin‑risk misalignment .
Fixed Compensation
Non‑employee director cash retainers and committee fees (program terms):
| Fee Type | 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 |
- Reimbursement: Reasonable travel/out‑of‑pocket expenses reimbursed .
Performance Compensation
Time‑based equity grants for non‑employee directors (program terms):
| Award Type | Shares | Vesting | Grant Cadence |
|---|---|---|---|
| Initial stock option (new director) | 70,200 | 36 equal monthly installments over 3 years, subject to continued service | Upon election to board |
| Annual stock options (continuing director) | 26,400 | Vests in full on earlier of first anniversary or next annual meeting; service required | Each annual meeting |
| Annual RSUs (continuing director) | 5,900 | Same as annual option vesting; service required | Each annual meeting |
- Committee oversight: Compensation Committee evaluates/retains compensation advisors and oversees equity grant policies/procedures .
No director performance metrics (e.g., TSR, revenue, ESG) disclosed for director equity; awards are time‑based .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict Consideration |
|---|---|---|---|
| Aprea Therapeutics (APRE) | Biotech | Director | Concurrent public biotech board; no related‑party transactions disclosed with ACET |
| Akari Therapeutics (AKTX) | Biotech | Director (ended 2024) | Past concurrent biotech board; no related‑party transactions disclosed with ACET |
| Envisagenics; AnaCardio AB; NephroDI Therapeutics | Biotech (private) | Director | Private biotech boards; Audit Committee reviews any related person transactions for conflicts |
Expertise & Qualifications
- Deep transactional and BD expertise: Led worldwide licensing and corporate development/M&A at J&J; Immunology therapeutic area BD leadership and R&D/Commercial leadership team participation .
- Strategic and operational breadth: Prior finance, marketing, BD experience at Ciba‑Geigy .
- Governance experience: Multiple public and private biotech boards (APRE current; AKTX through 2024) .
- Education: B.Sc. Chemistry (Juniata); MBA (Temple University, Fox School of Business) .
Equity Ownership
Beneficial ownership snapshots (options exercisable within 60 days of the stated date):
| Metric | Apr 17, 2025 | Nov 14, 2025 |
|---|---|---|
| Options exercisable within 60 days (shares) | 1,950 | 15,600 |
| Beneficial ownership % of outstanding shares | <1% (*) | <1% (*) |
| Shares outstanding (reference for % calc) | 82,709,625 | 153,255,581 |
- Vesting signal: The exercisable option counts align with the program’s 1,950 shares/month schedule, consistent with an initial 70,200 option grant vesting over 36 months (1,950/month) .
- Pledging/derivatives: Insider trading policy prohibits derivative transactions and effectively addresses pledging risk .
Governance Assessment
- Board effectiveness: Relevant transaction, licensing, and immunology BD experience strengthens Compensation Committee oversight and strategic guidance; active committee membership and six Comp Committee meetings indicate engaged governance in FY2024 .
- Independence and attendance: Classified independent by the board; attended ≥75% of meetings during service period; directors attended the 2024 annual meeting—supportive of investor confidence .
- Incentive alignment: Director pay is modest cash retainers plus time‑based equity, aligning interests without introducing performance metric gaming; vesting schedules promote retention .
- Ownership “skin‑in‑the‑game”: Early tenure with options beginning to vest; beneficial ownership <1%—typical for a new independent director; ongoing annual grants should increase alignment over time .
- Conflict controls: Audit Committee reviews related‑person transactions; no family relationships; independence determinations considered associations with >5% holders—mitigates related‑party risk .
- RED FLAGS to monitor:
- Multiple concurrent biotech directorships (APRE; recent AKTX) can create information‑flow sensitivities; continued vigilance on confidentiality and recusals is warranted (no specific conflicts disclosed) .
- Company‑level listing risk addressed via special meeting reverse split proposal; not specific to Grissinger, but broader governance/market‑confidence context for the board .