Garry Menzel
Adaptimmune TherapeuticsAbout Garry Menzel
Garry Menzel, Ph.D. (age 60), has served as a Non‑Executive Director of Adaptimmune since June 2023 following the merger with TCR² Therapeutics; he sits on the Audit Committee and is designated an “audit committee financial expert.” He holds a Ph.D. from the University of Cambridge (oncogene regulation in immune cells) and an MBA from Stanford GSB, and brings 25+ years of healthcare leadership including roles as CEO of TCR² (2016–June 2023), CFO of DaVita (NYSE: DVA), COO of Regulus Therapeutics (Nasdaq: RGLS), and senior advisory roles at Goldman Sachs and Credit Suisse, as well as Bain & Company consulting experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TCR² Therapeutics | Board member and Chief Executive Officer | 2016–June 2023 | Led company pre/post-merger; operational leadership across drug development, manufacturing, and financing |
| DaVita (NYSE: DVA) | Chief Financial Officer | Not disclosed | Corporate finance leadership; large-scale healthcare operating experience |
| Regulus Therapeutics (Nasdaq: RGLS) | Chief Operating Officer | Not disclosed | Operational leadership in microRNA therapies |
| Goldman Sachs; Credit Suisse | Global biotech practice leadership | Not disclosed | Advised on >$100B in strategic transactions; capital markets/M&A expertise |
| Bain & Company | Consultant | Not disclosed | Strategy and operations experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Black Diamond Therapeutics (Nasdaq: BDTX) | Founding board member; Audit Committee Chair | Not disclosed | Audit leadership; financial oversight |
| Stoke Therapeutics (Nasdaq: STOK) | Board member | Current (as of proxy date) | Board oversight in clinical‑stage biotech |
| GHO Capital Partners LLP | Operating Partner | Current | Private equity operating leadership in healthcare |
| RoslinCT (private CDMO for cell/gene therapies) | President | Current | Executive leadership; cell/gene therapy manufacturing |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee chaired by Lawrence Alleva; Menzel designated an SEC “audit committee financial expert” .
- Independence: Board determined all directors except CEO are independent under Nasdaq and SEC rules; all committees composed entirely of independent directors; independent directors meet in regularly scheduled executive sessions .
- Attendance: Board held 18 meetings in 2024; all directors attended at least 75% of Board and applicable committee meetings; Menzel met ≥75% threshold .
- Years of service: Director since June 2023 post‑merger .
| Governance Attribute | Status/Detail |
|---|---|
| Audit Committee | Member (Chair: Lawrence M. Alleva) |
| Remuneration, Corporate Governance & Nominating, R&D Committees | Not listed as a member |
| Independence | Independent director under Nasdaq/SEC standards |
| Audit Committee Financial Expert | Yes |
| 2024 Attendance | ≥75% of meetings |
Fixed Compensation
| Year | Annual Retainer (Cash) | Committee Fees (Cash) | Meeting Fees | Notes |
|---|---|---|---|---|
| 2024 | $0 (elected equity) | Not disclosed | Not disclosed | Non‑exec directors may elect cash or options for fees; no pension; expenses reimbursed |
Performance Compensation
| Element | Grant Date | Quantity (Options over Ordinary Shares) | Exercise Price | Vesting/First Exercisable | Expiration |
|---|---|---|---|---|---|
| Annual Non‑Exec Director option award | 1 Jul 2024 | 1,121,604 | £0.13 | 1 Jul 2025 | 1 Jul 2034 |
| TCR² replacement options | 3 Jul 2023 | 981,463 | £0.12 | 3 Jul 2024 | 3 Jul 2033 |
| TCR² replacement options | 5 Jul 2023 | 1,251,966 | £0.07 | 5 Jul 2023 | 7 Dec 2027 |
| TCR² replacement options | 5 Jul 2023 | 359,700 | £0.51 | 5 Jul 2023 | 25 Jul 2028 |
| TCR² replacement options | 5 Jul 2023 | 3,568,026 | £0.51 | 5 Jul 2023 | 26 Jul 2028 |
| TCR² replacement options | 5 Jul 2023 | 57,846 | £0.46 | 5 Jul 2023 | 8 Dec 2031 |
| TCR² replacement options | 5 Jul 2023 | 2,715,816 | £0.46 | 5 Jul 2023 | 8 Dec 2031 |
| TCR² replacement options | 5 Jul 2023 | 2,158,776 | £0.09 | 5 Jul 2023 | 14 Dec 2032 |
- 2024 Director compensation mix: $144,659 option award value; $0 cash fees .
- Performance conditions: Non‑Executive Director options are time‑based only; no performance metrics or targets attached .
| Performance Metric Tied to Director Awards | Status |
|---|---|
| Financial/operational KPIs (Revenue, EBITDA, TSR, ESG) | None; options are not performance‑related |
Other Directorships & Interlocks
| Company | Listing | Role | Committee Role |
|---|---|---|---|
| Black Diamond Therapeutics | Nasdaq: BDTX | Director | Audit Committee Chair |
| Stoke Therapeutics | Nasdaq: STOK | Director | Not disclosed |
- Sector adjacency: Black Diamond (precision oncology) and Adaptimmune (cell therapy oncology) operate in oncology; no related party transactions disclosed involving these entities; Audit Committee oversees related person transactions .
Expertise & Qualifications
- Scientific and financial expertise; SEC‑designated audit committee financial expert .
- Education: Ph.D. (University of Cambridge); MBA (Stanford GSB) .
- Transaction/M&A experience: Advised on >$100B in strategic transactions at Goldman Sachs and Credit Suisse; senior operating roles in biotech and healthcare services .
Equity Ownership
| Measure | Value |
|---|---|
| Ordinary shares beneficially owned (incl. options currently exercisable or within 60 days of 11 Apr 2025) | 15,211,273; percent “*” (<1%) |
| Shares owned directly/indirectly (Dec 31, 2024) | 4,117,680 total; includes personal and revocable trusts |
| Total share options held (Dec 31, 2024) | 12,215,197 |
| Vested share options (Dec 31, 2024) | 11,093,593 |
| Options exercisable within 60 days (as of Apr 11, 2025) | 11,093,593 |
| ADS equivalence | 1 ADS = 6 Ordinary shares |
Breakdown of ownership as of April 11, 2025: 1,259,586 ordinary shares (209,931 ADSs) held by Menzel; 1,203,876 ordinary shares (200,646 ADSs) by Garry E. Menzel Revocable Trust (2022); 1,203,882 ordinary shares (200,647 ADSs) by Mary E. Henshall Revocable Trust (2022); plus 11,093,593 options exercisable within 60 days .
Governance Assessment
- Strengths
- Independent, experienced audit committee member with “financial expert” designation; reinforces board oversight of financial reporting, auditor independence, and related‑party monitoring .
- High equity alignment: elected options over cash in 2024; substantial vested options position supports shareholder alignment .
- Strong operating and transaction background across biotech and healthcare services; adds depth to capital allocation and risk oversight .
- Watch items
- Multiple external roles (BDTX, STOK; GHO Capital; RoslinCT president): time commitments and potential information flow interlocks warrant monitoring; no specific related‑party transactions disclosed; Audit Committee maintains oversight of related person transactions .
- Director awards not performance‑conditioned (time‑based only): typical for non‑execs but reduces direct pay‑for‑performance linkage; mitigated by equity ownership .
- Attendance/engagement
- Met ≥75% attendance threshold in 2024; Board held 18 meetings, suggesting active cadence; all independent directors meet in executive sessions, supporting governance quality .
No red flags disclosed regarding pledging, hedging, loans, tax gross‑ups, or related‑party transactions involving Dr. Menzel in the latest proxy; director indemnification via D&O insurance is maintained, and non‑exec appointments may be terminated with three months’ notice .