David Mott
Adaptimmune TherapeuticsAbout David M. Mott
David M. Mott (age 59) is the independent Chairman of Adaptimmune’s Board, serving as Non‑Executive Director since February 2015 and Chairman since January 2017. He chairs the Remuneration Committee and the Corporate Governance & Nominating Committee. A former NEA general partner who led healthcare investing (2008–2020), he previously served as President & CEO of MedImmune and EVP of AstraZeneca following multiple executive roles at MedImmune (1992–2008). He holds a B.A. in economics and government from Dartmouth College.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MedImmune LLC (AstraZeneca subsidiary) | President & CEO; previously COO, CFO | 1992–2008 | Led company through significant growth; executive leadership experience cited by ADAP Board as a key qualification |
| AstraZeneca plc | Executive Vice President | Through 2008 | Senior pharma leadership |
| New Enterprise Associates (NEA) | General Partner; led healthcare investing | Sep 2008–Feb 2020 | Initially joined ADAP board as NEA nominee; provides venture capital and financial expertise |
| Smith Barney, Harris Upham & Co. | VP, Healthcare Investment Banking | Prior to MedImmune | Capital markets experience |
External Roles
| Company | Role | Exchange/Ticker | Notes |
|---|---|---|---|
| Ardelyx, Inc. | Chairman | Nasdaq: ARDX | Current |
| Mersana Therapeutics, Inc. | Chairman | Nasdaq: MRSN | Current |
| Novavax, Inc. | Director | Nasdaq: NVAX | Current |
| Epizyme, Inc. | Former Chairman | Nasdaq: EPZM | Prior public board |
| Imara, Inc. | Former Chairman | Nasdaq: IMRA | Prior public board |
| TESARO, Inc. | Former Chairman | Nasdaq: TSRO | Prior public board |
| Nightstar Therapeutics plc | Former Director | Nasdaq: NITE | Prior public board |
Board Governance
- Structure and independence: CEO and Chairman roles are separate; all directors other than the CEO are independent; committees are composed entirely of independent directors; independent directors hold regular executive sessions.
- Committee assignments (2024): Mott chairs Remuneration and Corporate Governance & Nominating; Audit (Alleva, chair; members Furey, Menzel); R&D (Hege, chair; members Allen, Behbahani, Hegde).
- Meetings and attendance (2024): 18 Board meetings; all directors attended at least 75% of Board and committee meetings they were eligible to attend.
- Committee activity levels (2024): Audit 7 meetings; Remuneration 5; Corporate Governance & Nominating 2; R&D 3.
Committee Roles (Mott)
| Committee | Role | 2024 Meetings | Independence Status |
|---|---|---|---|
| Remuneration | Chair | 5 | All members independent per Nasdaq rules |
| Corporate Governance & Nominating | Chair | 2 | All members independent per Nasdaq rules |
Fixed Compensation (Director)
| Component | Policy/Structure | 2024 Amount (Mott) |
|---|---|---|
| Board annual cash retainer | $40,000 | $— (elected equity) |
| Chairman additional retainer | $35,000 | $— (elected equity) |
| Committee Chair retainers | Remuneration: $15,000; Nominating: $10,000 | $— (elected equity) |
| Meeting fees | None disclosed | $0 |
| Expense reimbursement | Business-related expenses reimbursed | As incurred |
Notes: Non‑Executive Directors may elect to receive fees in cash or additional options; fee levels benchmarked by Pearl Meyer; NEDs do not receive pensions or performance‑related incentive plans.
Performance Compensation (Director)
| Equity Award | Grant Date | Shares Granted | Grant Date Fair Value ($) | Vesting / Exercisability | Performance Metrics | Notes |
|---|---|---|---|---|---|---|
| Stock options | Jul 1, 2024 | 1,583,214 | 204,195 | Annual NED options are exercisable on first anniversary; 2024 grants exercisable Jul 1, 2025 | None (time‑based only) | Standard practice: annual NED options, exercise price ≥ FMV at grant |
Additional policy details: On joining, initial options up to 1,320,000; annual awards up to 660,000; awards targeted to 50th percentile; no performance conditions on NED equity.
Other Directorships & Interlocks
| Counterparty | Interlock/Connection | Governance Consideration |
|---|---|---|
| Mersana Therapeutics, Inc. | Mott serves as Chairman; fellow ADAP director Larry Alleva serves as director and audit chair at Mersana | Board interlock may increase information flow; monitor for potential conflicts if any transactions arise between companies (none disclosed). |
Expertise & Qualifications
- Financial/VC: Former NEA general partner leading healthcare investments; financial expertise cited by ADAP’s Board.
- Pharma leadership: Former President & CEO of MedImmune; EVP at AstraZeneca; extensive industry operating experience.
- Education: B.A., economics and government, Dartmouth College.
Equity Ownership (Alignment)
| As of | Shares Owned | Total Options | Vested Options | Options Exercised in 2024 | Notes |
|---|---|---|---|---|---|
| Dec 31, 2024 | — | 6,048,304 | 4,465,090 | — | Table reflects individual/family vehicle holdings only; excludes any investment fund holdings. |
Option terms snapshot (partial historical grants): Grants across 2015–2022 with stated exercise prices and 10‑year expiries; later NED annual grants vest/exercise on first anniversary; 1 Jul 2024 grants exercisable 1 Jul 2025.
Pledging/Hedging: Not disclosed.
Ownership guidelines: Not specifically disclosed for directors; NED equity awards intended to align interests with shareholders.
Employment & Contracts (Director Appointment)
- Letters of appointment; three months’ notice by either party; upon termination, pro‑rata fee (if applicable) and expense reimbursement.
- Continued appointment contingent on performance and re‑election at AGMs per Articles.
Say‑on‑Pay & Shareholder Feedback
| Resolution (May 14, 2024 AGM) | Votes For | % For | Votes Against | % Against | Votes Withheld | % Withheld |
|---|---|---|---|---|---|---|
| Approve Directors’ Remuneration Report (FY2023) | 995,699,310 | 95.79% | 43,710,950 | 4.21% | 915,228 | 0.09% |
| Approve Directors’ Remuneration Policy (effective 2024–2027) | 987,953,508 | 95.12% | 50,684,876 | 4.88% | 1,687,104 | 0.16% |
Insider Activity Snapshot
| Item | 2024 |
|---|---|
| Options exercised (Mott) | — (none reported) |
Governance Assessment
- Board leadership and independence: Separation of Chair/CEO roles, with Mott as independent Chairman, and fully independent committees support robust oversight and investor confidence.
- Active committee leadership: Mott chairs both Remuneration (5 meetings in 2024) and Corporate Governance & Nominating (2 meetings), indicating strong engagement in pay, succession, and board composition.
- Attendance and engagement: Board met 18 times in 2024; all directors met at least the 75% attendance threshold, signaling baseline engagement.
- Pay and alignment: Mott elected to receive no cash fees in 2024, taking compensation entirely as options ($204,195 grant‑date value), aligning his incentives with shareholder outcomes; NED equity is time‑based with no performance conditions.
- Ownership posture: As of 12/31/2024, Mott reported no direct share ownership but held 6,048,304 options (4,465,090 vested), implying alignment primarily through options rather than stock ownership.
- Interlock risk: Dual Adaptimmune/Mersana board presence (Mott as Mersana Chair; Alleva as Mersana director) creates an interlock; while no related‑party transactions are disclosed, investors should monitor for potential conflicts if business ties emerge.
- Shareholder support: Strong 2024 votes on remuneration report (95.79%) and policy (95.12%) reduce pay‑related governance risk.
RED FLAGS to monitor: board interlock with Mersana; lack of disclosed direct share ownership (alignment via options); historical NEA nominee status (though Mott left NEA in 2020 and the board affirms independence).
Compensation Committee Analysis (context)
- Consultant independence and benchmarking: Remuneration Committee retained Pearl Meyer; 2024 payments to Pearl Meyer ($108,435); Aon ($64,895); Willis Towers Watson ($17,202); benchmarking against a U.S.-heavy biopharma peer set.
- Non‑Executive pay framework: Fees targeted near 50th percentile; NEDs may elect cash or options; NED equity not performance‑conditioned; annual and initial grant structures disclosed.
Other Notes on Governance Policies
- Related‑party transaction oversight resides with the Audit Committee; no specific related‑party transactions involving Mott disclosed in the proxy.