Nick Harvey
Adicet BioAbout Nick Harvey
Nick Harvey is Chief Financial Officer of Adicet Bio (ACET), serving since the 2020 merger; age 64 as of April 15, 2025; education includes a Bachelor of Economics and Bachelor of Laws (first-class honors) from Australian National University and an MBA from Harvard Business School . During his tenure, ACET’s EBITDA loss widened from $58.7m in FY2021 to $121.1m in FY2024, and net loss increased from $62.0m in FY2021 to $117.1m in FY2024 (values retrieved from S&P Global)*. Annual bonus payouts for executives were 120% of target in 2021, 75% in 2023, and 70% in 2024, indicating varying corporate goal attainment over time .
Past Roles
| Organization | Role | Years | Strategic impact/notes |
|---|---|---|---|
| Adicet Bio | Chief Financial Officer | 2020–present | CFO since completion of the Merger in Sept 2020 |
| Centrexion Therapeutics | CFO; EVP & Treasurer; Senior Advisor | CFO Jul 2018–Dec 2019; EVP & Treasurer Oct 2018–Dec 2019; Senior Advisor to Jan 2020 | Senior finance leadership at clinical-stage biotech |
| Independent | Consultant to life science companies | Jun 2017–Jun 2018 | Advisory to private/public life sciences firms |
| Radius Health (public) | Chief Financial Officer | Dec 2006–May 2017 | Public-company CFO experience |
External Roles
- No public company directorships or external board roles disclosed for Nick Harvey in the cited filings .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % of Salary | Actual Cash Bonus ($) | All Other Compensation ($) |
|---|---|---|---|---|
| 2021 | 396,815 | 40% | 190,560 | 9,420 |
| 2023 | 445,538 | 40% | 133,830 | 15,570 |
| 2024 | 461,694 | 40% | 129,360 | 20,087 |
Performance Compensation
- Annual bonus plan: CFO target bonus 40% of base salary; corporate goals approved by the Compensation Committee; payouts based on aggregate corporate performance (no specific metric weights disclosed) .
| Year | Metric/Plan | Weighting | Target | Actual | Payout ($) | Notes |
|---|---|---|---|---|---|---|
| 2021 | Company corporate goals (aggregate) | Not disclosed | 100% | 120% of target | 190,560 | Bonus Plan per Compensation Committee; payout per SCT |
| 2023 | Company corporate goals (aggregate) | Not disclosed | 100% | 75% of target | 133,830 | Bonus payout rate approved by Committee |
| 2024 | Company corporate goals (aggregate) | Not disclosed | 100% | 70% of target | 129,360 | Bonus payout rate approved by Committee |
Equity Awards and Vesting
| Grant/Note | Instrument | Exercisable | Unexercisable | Strike ($) | Expiration | Unvested RSUs (#) | Vesting terms |
|---|---|---|---|---|---|---|---|
| 1/13/2021 (Note 5/6) | Options | 88,125 | 1,875 | 2.14 | 1/12/2031 | — | 25% at 12 months, then 1/36 monthly; or monthly 1/48 per footnotes |
| 2/12/2021 (Note 5/6) | Options | 27,025 | 1,175 | 2.14 | 2/11/2031 | — | As above |
| 1/7/2022 (Note 5/6) | Options | 91,145 | 33,855 | 2.14 | 1/6/2032 | — | As above |
| 1/24/2023 (Note 6/7) | RSUs | — | — | — | — | 17,400 | RSUs vest 1/3 on 1/24/24, 1/24/25, 1/24/26 |
| 1/24/2023 (Note 5) | Options | 56,158 | 61,042 | 2.14 | 1/23/2033 | — | As above |
| 8/14/2023 (Note 4/8) | Options | 176,308 | — | 2.14 | 8/13/2033 | — | Repricing impacted vesting timing; see note |
| 1/24/2024 (Note 7) | RSUs | — | — | — | — | 26,300 | RSUs vest 1/3 annually starting 1/24/24 |
| 1/24/2024 (Note 5) | Options | 66,005 | 222,017 | 2.40 | 1/23/2034 | — | Options vest over four years |
| 1/26/2024 (Note 5) | Options | 85,898 | 288,931 | 2.53 | 1/25/2034 | — | Options vest over four years |
- Option repricing: On Aug 14, 2023, 6,431,077 outstanding options were repriced to $2.14 (closing price); Mr. Harvey’s repriced options totaled 360,400 shares; new options were issued to inducement award holders because such awards were ineligible for repricing .
- As of Dec 31, 2024, ACET’s stock closed at $0.96; many option strikes ($2.14–$2.53) were out-of-the-money at year-end .
Equity Ownership & Alignment
| Date (record) | Shares held directly | Options exercisable within 60 days | Total beneficial ownership | % of SO |
|---|---|---|---|---|
| Apr 9, 2024 | 56,100 | 417,947 | 474,047 | <1% |
| Mar 3, 2025 | 64,815 | 689,387 | 754,202 | <1% |
| Apr 17, 2025 | — | — | 782,412 | <1% |
| Nov 14, 2025 | 64,815 | 896,840 | 961,655 | <1% |
- Pledging/hedging: Insider policy prohibits short sales and derivative transactions without approval; prohibits using ACET securities as collateral in margin accounts; pledging requires Audit Committee pre-approval .
- Stock ownership guidelines: No specific executive ownership multiples disclosed in the cited filings.
Employment Terms
- Employment agreement: Entered September 2020 for the CFO role; includes base salary, target bonus (as % of salary), and participation in benefits .
- Severance (non-CIC): If terminated without cause or for good reason outside a change-in-control period: 9 months of base salary; prior-year earned but unpaid bonus; and a monthly cash payment for COBRA equivalent (including a gross-up for applicable taxes/withholdings) for up to 9 months, all subject to a release and paid over 9 months .
- Change-in-control (within 12 months): 1x (base salary + target bonus) lump sum; prior-year earned but unpaid bonus; 100% acceleration of time-based equity; up to 12 months COBRA-equivalent cash payments; subject to release .
- Restrictive covenants: Mr. Harvey executed an Employee Confidentiality, Assignment and Noncompetition Agreement; specific duration/scope not disclosed in proxy text .
Performance & Track Record (company-level)
| Metric ($USD) | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| EBITDA | -58,705,000* | -69,976,000* | -126,478,000* | -121,147,000* |
| Net Income (Loss) | -61,999,000* | -69,790,000* | -142,658,000* | -117,122,000* |
| Revenues | 9,730,000* | 24,990,000* | N/A | N/A |
- Values retrieved from S&P Global.*
- Notes: Revenue values for 2023–2024 were not available in the retrieved dataset.
Compensation Structure Analysis and Risk Indicators
- Mix of pay: Significant equity exposure via stock options and RSUs; annual bonuses tied to corporate objectives with CFO target at 40% of salary .
- Option repricing: 2023 repricing reduced strikes to market ($2.14) and issued new options to inducement holders; Harvey had 360,400 options repriced—this is a potential red flag for pay design and shareholder alignment .
- Bonus outcomes: Payouts at 120% (2021), 75% (2023), and 70% (2024) of target reflect variable corporate performance; specific metric weightings not disclosed .
- Severance/CIC: Market-typical multiples (9 months/1x); time-vested equity accelerates on CIC; COBRA cash with tax gross-up (outside CIC) is shareholder-unfriendly .
- Trading controls: Derivatives and margin pledges prohibited; pledging requires committee approval, mitigating hedging/pledging risk .
- Ownership alignment: Beneficial ownership <1%; sizable option holdings but many were out-of-the-money at 12/31/24 ($0.96 vs $2.14–$2.53 strikes), tempering near‑term monetization pressure .
Investment Implications
- Pay-for-performance: Bonuses flex with corporate outcomes (70–120% of target across years), but lack of disclosed metric weights reduces transparency; equity remains the core incentive .
- Repricing risk: The August 2023 option repricing and supplemental grants increase dilution and may signal retention/engagement concerns; monitor future equity usage and burn rates .
- Alignment and retention: CIC terms are moderate (1x cash; full acceleration of time-based equity); non-CIC severance at 9 months plus COBRA gross-up offers mid-market protection but adds cost .
- Insider supply: As of year-end 2024, most options were out-of-the-money, lowering immediate selling pressure; watch for RSU vesting dates (Jan 24, 2025/2026) and any 10b5‑1 plans that could add supply .
- Governance safeguards: Restrictions on pledging/hedging help maintain alignment; absence of disclosed ownership-multiple guidelines is a gap to monitor .
Citations: All data points, tables, and statements above are sourced from ACET’s 2025/2024/2023 DEF 14A, DEFR14A, and 10-K filings as cited in brackets. Values marked with an asterisk were retrieved from S&P Global.