Steve Dubin - Director | Adicet Bio (ACET) Executive Profile & Compensation

About Steve Dubin

Independent Class II director of Adicet Bio (ACET) since 2020; age 71. He is a CPA and attorney (J.D.), former CEO of Martek Biosciences and President of DSM’s Nutritional Lipids Division, and currently a Principal at SDA Ventures LLC focused on health & wellness/nutritional products corporate development. Education: B.S. in Accounting (University of Maryland) and J.D. (George Washington University) .

Past Roles

Organization	Role	Tenure	Committees/Impact
SDA Ventures LLC	Principal	Nov 2011–present	Advises emerging growth/mid-market companies on corp dev, M&A, finance
Martek Biosciences	CEO; Director	2006–Feb 2011	Led company through sale to DSM; prior CFO/Treasurer/Secretary/GC/BD SVP; President 2003–2006
DSM Nutritional Lipids	President	Feb 2011–Oct 2011	Post-acquisition integration leadership
DSM Nutritional Products	Senior Advisor	Nov 2011–Oct 2012	Strategic advisory

External Roles

Organization	Role	Public/Private	Tenure
Triton Algae Innovations, Ltd.	Director	Private	Current
Phytolon LTD	Director	Private	Current
Exosomm LTD	Director	Private	Current
Alcresta Therapeutics, Inc.	Director	Private	May 2013–Mar 2024
—	Current public company board seats disclosed	—	None disclosed

Board Governance

Independence: Board determined all directors except the CEO are independent; Dubin is independent (Nasdaq/SEC standards) .
Committees and roles:
- Audit Committee: Chair; designated “audit committee financial expert” by the Board .
- Nominating & Corporate Governance Committee: Member .
- Compensation Committee: Will join post-Annual Meeting reconstitution (with Dr. Chodakewitz as Chair and Messrs. Dubin and Grissinger as members) .
Attendance: In 2024, each director attended ≥75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
Board leadership: CEO and Chair roles separated; Lead Director is Andrew Sinclair, Ph.D. (appointed April 2025) .

Fixed Compensation

Component	Policy/Amount	Dubin 2024 Actual
Board cash retainer (member)	$40,000 per year	Included in total
Audit Committee fees	Member $7,500; Chair +$15,000	Chair fee captured in actuals
Compensation Committee fees	Member $5,000; Chair +$10,000	N/A for 2024 (pre-reconstitution)
Nominating & Corporate Governance fees	Member $4,000; Chair +$8,000	Member fee captured
Cash fees earned (total)	—	$59,000 (2024)

Notes: Quarterly payment in arrears; reimburse reasonable out-of-pocket expenses .

Performance Compensation

Equity Component	Grant Design	Vesting	2024 Grant Value (Dubin)
Annual Options	26,400 options per continuing non-employee director at each Annual Meeting	Vest in full by earlier of first anniversary or next Annual Meeting	$27,298 (grant-date fair value)
Annual RSUs	5,900 RSUs per continuing non-employee director at each Annual Meeting	Vest in full by earlier of first anniversary or next Annual Meeting	$8,496 (grant-date fair value)

Additional context: Company reduced exercise prices on certain pre‑Aug 2023 options pursuant to a company-wide option repricing reflected in footnotes (affecting options under 2018/2015 plans) .

Other Directorships & Interlocks

No current public company directorships disclosed for Dubin .
Related party/Interlocks: Related-party transaction review performed by Audit Committee; Company reports no related-party transactions (≥$120k) since Jan 1, 2023 involving directors, officers, 5% holders, or their immediate families .

Expertise & Qualifications

Designated Audit Committee Financial Expert; extensive accounting/finance, M&A, and corporate development background (CPA; J.D.) .
Industry experience: Leadership in nutritional products/health & wellness and biotech-adjacent sectors .

Equity Ownership

Measure	Amount
Total beneficial ownership	136,600 shares; <1% of outstanding (as of April 17, 2025)
Outstanding options (director)	119,800 options outstanding as of Dec 31, 2024
Unvested RSUs (director)	5,900 RSUs unvested as of Dec 31, 2024
Hedging/pledging	Insider trading policy prohibits derivative transactions; policy addresses risks of margin/pledged securities

Governance Assessment

Strengths
- Independent director with deep finance and operating credentials; serves as Audit Chair and SEC-defined financial expert, bolstering oversight of reporting, internal controls, and cybersecurity risk program .
- Broad attendance across Board/committees (≥75% threshold met by all directors) and clear committee independence across Nasdaq/SEC requirements .
- No related-party transactions reported; formal related-person transaction policy in place with Audit Committee oversight .
- Clawback policy adopted (effective Oct 2, 2023) for incentive-based pay tied to financial reporting (exec-level), signaling responsiveness to modern governance norms .
Watch items / potential red flags
- Company option repricing impacted outstanding options under equity plans; while not tied specifically to Dubin’s decisions, repricings can be viewed as shareholder-unfriendly if not strongly justified by retention needs and performance alignment .
- Annual director equity grants (options/RSUs) vest within one year/next annual meeting, providing alignment but limited long-term performance linkage for directors (common in practice but worth monitoring) .
- Post‑meeting committee load: Audit Chair plus Compensation Committee member may increase workload concentration; monitor for effectiveness and bandwidth as responsibilities expand .
Investor confidence signal
- Compensation mix for Dubin in 2024 skewed to cash (approx. $59k cash vs. ~$35.8k equity grant-date value), with equity exposure via annual grants and outstanding options, offering some alignment without excessive risk .

Appendix: Director Compensation and Holdings Detail (2024)

Item	Value
2024 Cash Fees (Dubin)	$59,000
2024 Stock Awards (RSUs) Grant-Date Value	$8,496
2024 Option Awards Grant-Date Value	$27,298
Outstanding Options (12/31/2024)	119,800
Unvested RSUs (12/31/2024)	5,900
Beneficial Ownership (4/17/2025)	136,600 shares; <1%