Lawrence Alleva
Adaptimmune TherapeuticsAbout Lawrence M. Alleva
Independent non-executive director since March 2015; age 75. Former PricewaterhouseCoopers LLP partner (39 years, 1971–2010), including U.S. Ethics & Compliance Leader for Assurance (2006–2010), and currently Audit Committee Chair at Adaptimmune. Certified Public Accountant (inactive) and designated “audit committee financial expert” by Adaptimmune’s board; determined independent under Nasdaq and SEC rules. Board met 18 times in 2024; all directors attended at least 75% of board and applicable committee meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP | Partner (various office/regional/national leadership roles) | 1971–2010 | U.S. Ethics & Compliance Leader, Assurance Practice (2006–2010) |
| GlobalLogic, Inc. | Director; Audit Committee Chair | Until sale in 2013 | Chaired audit committee |
External Roles
| Organization | Ticker | Role | Status |
|---|---|---|---|
| Bright Horizons Family Solutions | NYSE: BFAM | Director; Audit Committee Chair | Current |
| Mersana Therapeutics | Nasdaq: MRSN | Director; Audit Committee Chair | Current |
| Galera Therapeutics | Nasdaq: GRTX | Director; Audit Committee Chair | Current |
| Mirna Therapeutics | NYSE: MIRN | Director | Prior |
| TESARO, Inc. | Nasdaq: TSRO | Director | Prior |
| GlobalLogic, Inc. | Private (sold) | Director; Audit Chair | Prior (sold in 2013) |
Interlock note: Adaptimmune Chairman David Mott also serves as Chairman of Mersana Therapeutics (MRSN), creating an external board interlock with Mr. Alleva at Mersana. No related-party transactions with these entities were disclosed by Adaptimmune.
Board Governance
- Committee assignments: Audit Committee Chair; committee members are Alleva (Chair), John Furey, and Garry Menzel. Audit Committee met seven times in 2024. Mr. Alleva is designated an “audit committee financial expert.”
- Independence: All directors other than the CEO are independent under Nasdaq and SEC rules; independent directors hold regularly scheduled executive sessions.
- Attendance and engagement: Board held 18 meetings in 2024; all directors attended at least 75% of board and committee meetings for which they were eligible.
Fixed Compensation
| Item | Amount |
|---|---|
| Standard annual cash retainer – Board | $40,000 |
| Audit Committee Chair additional retainer | $20,000 |
| Audit Committee member (non‑Chair) retainer | $10,000 |
| Remuneration Committee Chair additional retainer | $15,000 |
| R&D Committee Chair additional retainer | $15,000 |
| Corporate Governance & Nominating Chair additional retainer | $10,000 |
| Remuneration Committee member (non‑Chair) retainer | $7,500 |
| R&D Committee member (non‑Chair) retainer | $7,500 |
| Corporate Governance & Nominating member (non‑Chair) retainer | $5,000 |
| Director | 2024 Cash Fees ($) | Option Awards ($) | Total ($) | Option Grant (Ordinary Shares) | Grant Date |
|---|---|---|---|---|---|
| Lawrence M. Alleva | $0 | $156,566 | $156,566 | 1,213,926 | 2024‑07‑01 |
- Policy: Non‑Executive Directors may elect to receive cash fees or additional stock options of equivalent value; options are granted at or above fair market value. Mr. Alleva received no cash fees in 2024 and an option award consistent with this policy.
Performance Compensation
| Feature | Terms |
|---|---|
| Initial director option award vesting | Up to 1,320,000 ordinary shares; 25% vests at 1st anniversary, remaining 75% vests monthly over the following two years |
| Annual director option award vesting/exercisability | Up to 660,000 ordinary shares; exercisable on first anniversary of grant date (time‑based) |
| 2024 grant exercisability (Alleva) | Annual award on 2024‑07‑01; exercisable on 2025‑07‑01 under policy |
| Change‑of‑control treatment (plans) | Vested options (and any unvested options the Board allows) may be exercised within 40 days after control is obtained; similar provisions for schemes of arrangement and sale of substantially all assets; lapses after window if unexercised |
| Option pricing | Set at fair market value or nominal value (£0.001) depending on option type; no incentive stock options; may be EMI options for U.K. tax efficiency |
No director‑specific performance metrics (e.g., revenue, EBITDA, TSR) are disclosed for Non‑Executive Director compensation; awards are time‑based with the exercisability/vesting schedules above.
Other Directorships & Interlocks
| External Entity | Relationship to ADAP | Interlock/Notes |
|---|---|---|
| Mersana Therapeutics (MRSN) | Both Alleva (Director/Audit Chair) and ADAP Chairman David Mott (Chairman) serve | External board interlock; no related‑party transactions disclosed by ADAP |
| Bright Horizons (BFAM); Galera (GRTX) | Alleva serves as Director/Audit Chair | No ADAP‑disclosed related‑party dealings |
Expertise & Qualifications
- Financial expertise and governance: CPA (inactive); extensive public company audit, corporate finance, and accounting experience; designated “audit committee financial expert.”
- Ethics and compliance leadership: Former U.S. Ethics & Compliance Leader for PwC’s Assurance practice (2006–2010).
- Industry exposure: Longstanding work with pharmaceutical and biotech clients; service on multiple biotech boards and audit committees.
Equity Ownership
| Holder | Ordinary Shares | Options Exercisable ≤60 Days | Trust/Indirect | Total Beneficial Ownership | % of Outstanding (1,569,132,726) |
|---|---|---|---|---|---|
| Lawrence M. Alleva | 70,584 | 3,433,030 | 72,780 (Alleva Revocable Trust) | 3,576,394 | <1% |
- Section 16 compliance: Company reports directors/officers complied with Section 16(a) filing requirements.
- Pledging/hedging: No pledging or hedging disclosures specific to Mr. Alleva; director awards subject to insider trading policy.
Governance Assessment
- Board effectiveness: As Audit Chair and an “audit committee financial expert,” Alleva anchors financial oversight (7 Audit Committee meetings in 2024), an important signal for control quality in a clinical‑stage biotech.
- Independence and attendance: Independent under Nasdaq/SEC rules; the board held 18 meetings, and directors met attendance thresholds, supporting engagement.
- Alignment: 2024 compensation was equity‑only ($156,566 option grant; 1,213,926 shares), consistent with policy allowing election of options in lieu of cash, which supports shareholder alignment.
- Conflicts/related party: No related‑party transactions involving directors or ≥5% holders disclosed for 202