Kristen Hege

About Kristen Hege

Dr. Kristen Hege, 61, has served as a Non-Executive Director of Adaptimmune since November 2023 and is Chairman of the Board’s Research & Development (R&D) Committee; the Board has determined she is independent under Nasdaq rules . She holds an M.D. from UCSF and a B.A. in biochemistry from Dartmouth; she completed her Internal Medicine residency at Brigham and Women’s Hospital and a Hematology/Oncology fellowship at UCSF . Her core credentials include more than two decades of oncology clinical leadership at Bristol Myers Squibb and Celgene, oversight of cell therapy pipelines, and leading the development of Abecma (BCMA CAR T) from target to FDA approval; she is a longtime UCSF clinical faculty member in hematology .

Past Roles

External Roles

Board Governance

• Independence: All directors other than the CEO are independent under Nasdaq standards; all Board committees are comprised solely of independent directors . Dr. Hege is independent and serves as R&D Committee Chair; all R&D Committee members are independent .
• Attendance and Engagement: In 2024, the Board met 18 times; all directors met at least a 75% attendance threshold across Board and relevant committees . In 2023, all directors met at least 75% attendance except one director (Dr. Menzel) due to pre-existing commitments; Hege joined in November 2023 .
• Committee Assignments:
  • R&D Committee: Chair; committee purpose is oversight of R&D strategy, pipeline, clinical and scientific matters; held three meetings in 2024 .
  • Other committees: Hege is not listed as a member of the Audit, Remuneration, or Corporate Governance & Nominating committees per committee matrix .
• Board Structure: CEO and Chairman roles are separated to ensure independent Board leadership; independent directors hold regular executive sessions .

Fixed Compensation

• Non-Executive Director appointment letters provide either party may terminate with 3 months’ prior written notice; upon termination, directors receive pro-rata annual fees and expense reimbursement .
• The company maintains reasonable endeavors to provide D&O insurance; no third-party indemnification provisions; commitment to maintain appropriate D&O coverage as long as claims may be lawfully brought .

Performance Compensation

• Structure: All director equity awards are time-based options; no performance targets or PSUs/RSUs for directors; vesting requires continued service . The company does not require directors to hold a minimum share ownership level, though it encourages executive shareholding .
• 2024 Grants: Hege received 81,906 options on Jan 15, 2024 for R&D Chair service and 660,000 options on July 1, 2024 . Options granted on July 1, 2024 will vest and become exercisable on July 1, 2025; the Jan 15, 2024 grant vested on Jan 15, 2025 .

• Valuation context: Company reports the closing market price of ADSs on Dec 31, 2024 was $0.5387; one ADS represents six ordinary shares .

Other Directorships & Interlocks

• Related-party governance: Adaptimmune’s Audit Committee reviews and must approve any related-person transactions over $120,000; the company reported none during the period reviewed (Jan 1, 2023 through proxy date) .

Expertise & Qualifications

• Oncology and cell therapy leader with 20+ years of early clinical development experience at Celgene and BMS, overseeing hematologic and solid tumor programs including cell therapies .
• Led the development of Abecma (BCMA CAR T) from target identification to FDA approval, recognized by Forbes “50 women over 50: entrepreneurs” in 2022 for this achievement .
• Academic credentials: M.D. (UCSF), B.A. biochemistry (Dartmouth), residency at Brigham and Women’s, fellowship at UCSF; longstanding UCSF clinical faculty .
• Board-level R&D oversight experience; serves as R&D Committee Chair at Adaptimmune with independent composition and defined scientific oversight mandate .

Equity Ownership

• Directors’ shareholding policy: No mandatory ownership requirement for directors; executive director and senior executives are encouraged to hold shares .
• Options inventory (Dec 31, 2024): Hege’s total options outstanding were 1,741,906, reflecting Nov 2023, Jan 2024, and July 2024 grants; all are time-based .

Governance Assessment

• Board effectiveness: Hege enhances Board capability in translational oncology and cell therapy; her chairmanship of the R&D Committee aligns with Adaptimmune’s pipeline-centric strategy and provides structured oversight of R&D goals, data, and competitiveness; the committee held three meetings in 2024, indicating active engagement .
• Independence and attendance: She is independent under Nasdaq rules; in 2024 all directors met the ≥75% attendance threshold across Board and committees, supporting engagement and oversight quality .
• Compensation alignment: Director equity is exclusively time-based options with no performance conditions; while common for non-executive directors, this reduces pay-for-performance linkage at the Board level; Hege’s 2024 R&D Chair grant (81,906 options) and annual option grant (660,000) are transparent and scheduled to vest in 2025 . Year-over-year, her cash fees increased as she moved from a pro-rated 2023 fee to a full-year 2024 fee, and option grant fair value rose to $94,024, modestly increasing equity exposure .
• Ownership policy and alignment: The absence of director shareholding requirements may be viewed as a weaker alignment mechanism versus U.S. peers; Hege had no reported share ownership at year-end 2023 and holds time-based options that began or begin vesting/exercising from late 2024 through 2025 .
• Conflicts and related parties: No related-person transactions involving directors were disclosed during the period reviewed; Audit Committee oversight and a formal related-party policy mitigate conflict risks despite multiple external board roles .
• Red flags and watch items:
  • RED FLAG: No director stock ownership guideline—potentially weaker “skin-in-the-game” signal relative to U.S. governance norms .
  • Watch: All director equity is time-based; absence of performance-conditioned awards may limit pay-for-performance signals at the board level (common for directors, but noteworthy given clinical execution risk) .
  • Positive mitigants: High independence across Board and committees; defined R&D oversight; ≥75% attendance across directors in 2024 .

Director Compensation Mix (Change Analysis)

• Commentary: Shift toward higher cash retainer in 2024 as Hege served the full year and chaired R&D; equity remains the majority but decreased proportionally, which may modestly improve near-term alignment via cash retainer for committee leadership duties .

Related Party Transactions & Policies

• No related party transactions with directors or their immediate family members were disclosed for Jan 1, 2023 through the proxy dates; Section 16(a) filing compliance was affirmed .
• Policy: Audit Committee reviews/approves any related-person transaction >$120,000, assessing relationship, terms vs. third-party comparables, benefits to the company, and management recommendations; only transactions in the company’s and shareholders’ best interests may be approved .

Insider Trades

• Section 16(a) disclosure: Company states directors and officers complied with all applicable filing requirements; no delinquent reports were identified in the proxy review period .
• Note: No individual Form 4 transactions for Hege were disclosed in the proxy; Adaptimmune reported one director exercised options in 2024, but not Hege; Hege had no options exercised in 2023 .

Risk Indicators

• Independence/committee structure and executive sessions support effective oversight .
• Attendance thresholds met by all directors in 2024 strengthen investor confidence in Board engagement .
• Equity awards are time-based with no performance metrics; while typical for directors, investors may monitor alignment given absence of ownership requirements .
• No related-party transactions or Section 16(a) issues were disclosed, reducing conflict-of-interest risk signals .

Compensation Governance

• R&D Chair recognition: Specific option grant of 81,906 on Jan 15, 2024 for R&D Chair service evidences targeted compensation for governance responsibilities .
• Remuneration Committee composition and independence: Committee chaired by David Mott; all members independent; five meetings in 2024; responsible for director compensation recommendations and annual remuneration reporting .

Summary Implications for Investors

• Hege’s deep oncology and cell therapy background, coupled with R&D Committee leadership, is a positive governance and execution signal for a clinic- and pipeline-driven company; oversight frequency (3 meetings in 2024) suggests active engagement .
• Strong independence posture and attendance reinforce Board effectiveness; however, lack of director ownership guidelines and time-based option awards implies limited formalized pay-for-performance at Board level—investors may prefer monitoring actual share accumulation as an alignment proxy .
• No related-party transactions and Section 16(a) compliance mitigate conflict risks despite multiple external board engagements .