Priti Hegde
Adaptimmune TherapeuticsAbout Priti Hegde
Dr. Priti Hegde, 52, is an independent Non-Executive Director of Adaptimmune, serving since June 2023 following the TCR² merger; she sits on the Corporate Governance & Nominating Committee and the R&D Committee. She is SVP and Global Head of Research at Kite (a Gilead company), and previously served as CSO of Foundation Medicine after 12 years at Genentech; she holds a Ph.D. in Biochemical Pharmacology (SUNY Buffalo), B.Pharm (Mumbai University), and completed a postdoctoral fellowship at The Institute for Genomic Research . The Board classifies all non-CEO directors (including Dr. Hegde) as independent under Nasdaq and SEC rules, and holds regular executive sessions of independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TCR² Therapeutics | Director | Aug 2021 – Jun 2023 | Served on board until merger with Adaptimmune |
| Foundation Medicine | Chief Scientific Officer | Not disclosed | Oversaw clinical product development, genomics, regulatory, early-stage research |
| Genentech | Senior Director & Principal Scientist, Oncology Biomarker Development | 12 years | Led biomarker group; translational strategies across >18 programs and >100 global Phase I–III trials; instrumental in Tecentriq approvals |
| GlaxoSmithKline | Manager, Disease & Biomarker Transcriptomics | Not disclosed | Biomarker/transcriptomics leadership |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Kite (Gilead) | SVP & Global Head of Research | Current | Cell therapy R&D leadership |
Board Governance
- Committee assignments (current): Corporate Governance & Nominating (member); R&D (member). She is not a committee chair .
- Committee activity (2024): CG&N met 2 times; R&D met 3 times .
- Independence: Board has determined all directors other than the CEO are independent; committees are fully independent; independent directors meet in regular executive sessions .
- Board structure: Chair and CEO roles are separated .
- Attendance: In 2023, all directors met the 75% attendance threshold except one director (not Dr. Hegde) .
Fixed Compensation
| Year | Cash Fees ($) | Notes |
|---|---|---|
| 2023 | 22,500 | Pro-rated for Jun 1–Dec 31, 2023 upon appointment |
| 2024 | 26,250 | Standard non-employee director fees |
Performance Compensation
| Year | Option Award Grant-Date Fair Value ($) | Notes |
|---|---|---|
| 2023 | 59,754 | Option award covering 500,000 ordinary shares on Jul 3, 2023 |
| 2024 | 147,636 | Option award covering 1,144,686 ordinary shares on Jul 1, 2024 |
- Vesting and performance linkage: All director options outstanding at Dec 31, 2024 vest on time-based schedules only; no performance targets apply. Replacement options granted on Jul 5, 2023 to Dr. Hegde (in exchange for cancelled TCR² equity) vested at grant except 152,376 options that vested Dec 15, 2023 .
Detailed Equity Award Schedule (Options)
| Grant Date | Options (#) | Vesting Start | Exercise Price (GBP) | First Exercisable Date | Expiry |
|---|---|---|---|---|---|
| 03/07/2023 | 500,000 | 03/07/2023 | £0.12 | 03/07/2024 | 03/07/2033 |
| 05/07/2023 | 226,464 | 05/07/2023 | £1.39 | 05/07/2023 | 24/08/2031 |
| 05/07/2023 | 109,746 | 05/07/2023 | £0.46 | 05/07/2023 | 08/12/2031 |
| 05/07/2023 | 152,376 | 05/07/2023 | £0.09 | 15/12/2023 | 14/12/2032 |
| 01/07/2024 | 1,144,686 | 01/07/2024 | £0.13 | 01/07/2025 | 01/07/2034 |
| Total | 2,133,272 | — | — | — | — |
Key point: All options are time-based; no PSUs/RSUs or performance metrics disclosed for directors .
Other Directorships & Interlocks
| Company/Entity | Type | Status | Notes |
|---|---|---|---|
| TCR² Therapeutics | Public company board | Former | Director Aug 2021–Jun 2023 (pre-merger) |
| Other current public boards | — | Not disclosed | No current public directorships disclosed in proxy bio |
Expertise & Qualifications
- Scientific and translational oncology leader with deep immuno-oncology expertise; notable role in Tecentriq approvals (US/EU) .
- Extensive biopharma R&D leadership across Foundation Medicine, Genentech, Kite (Gilead) .
- Academic credentials: Ph.D. (SUNY Buffalo), B.Pharm (Mumbai University); postdoc at TIGR .
Equity Ownership
| As of | Beneficial Ownership (Ordinary Shares) | Percent of Outstanding | Notes |
|---|---|---|---|
| Apr 11, 2025 | 955,190 | * | Based on 1,569,132,726 ordinary shares outstanding; “*” denotes <1% |
| Dec 31, 2024 (options snapshot) | 2,133,272 options outstanding | — | See award schedule above |
- Pledging/hedging: Company policy prohibits pledging, hedging, and derivatives transactions in company securities for all directors, officers, employees, and consultants .
- Stock ownership guidelines: No formal ownership policy for NEOs or non-employee directors; Board is considering adoption .
- Prior exercisability marker: As of Apr 1, 2024, 349,423 options held by Dr. Hegde were or would be exercisable within 60 days (ownership footnote) .
Governance Assessment
- Independence and committee service: Independent director with roles on CG&N and R&D; committees are fully independent. Board maintains independent leadership (separate Chair/CEO) and executive sessions—positive for oversight .
- Attendance and engagement: 2023 attendance met the 75% threshold for all directors except one (not Dr. Hegde); committee activity in 2024 indicates continued engagement (CG&N: 2 meetings; R&D: 3 meetings) .
- Pay structure and alignment: Director pay is modest in cash and primarily option-based, increasing equity-at-risk exposure (2023: $22,500 cash + $59,754 options; 2024: $26,250 cash + $147,636 options). All director options are time-based (no performance conditions), which aligns tenure but not outcomes; still, options require stock price appreciation to deliver value .
- Ownership alignment: No formal stock ownership guidelines is a relative weakness; however, anti-hedging/pledging policy is strong and aligned with shareholder interests .
- Conflicts/related-party risk: No related-person transactions reported for 2023–proxy date (2025). Dr. Hegde’s senior R&D role at Kite (Gilead) creates industry overlap with Adaptimmune’s cell therapy focus; the proxy discloses her recusal from CG&N deliberations concerning her nomination, and the company maintains a related-party transaction review policy through the Audit Committee—mitigating governance controls, with no transactions disclosed .
- Shareholder sentiment signal: 2025 AGM say-on-pay and remuneration report were approved (For: 788.4m vs. Against: 24.0m; and For: 791.7m vs. Against: 19.8m), indicating supportive governance environment, though these votes pertain to NEO compensation .
Fixed Compensation (Detail)
| Year | Annual Retainer / Fees ($) | Committee/Chair Fees | Meeting Fees | Notes |
|---|---|---|---|---|
| 2023 | 22,500 | Not disclosed | Not disclosed | Pro-rated from appointment Jun 1, 2023 |
| 2024 | 26,250 | Not disclosed | Not disclosed | Standard non-exec fees |
Performance Compensation (Detail)
| Year | Equity Type | Grant Date | Shares/Options (#) | Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|---|
| 2023 | Options | 07/03/2023 | 500,000 | 59,754 | Time-based | Replacement options from TCR² equity |
| 2024 | Options | 07/01/2024 | 1,144,686 | 147,636 | Time-based | Annual director grant |
All outstanding director options (as of Dec 31, 2024) are time-based (no performance metrics) .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Status |
|---|---|---|---|
| TCR² Therapeutics | Director | Pre-merger board seat | Former (Aug 2021–Jun 2023) |
| Current public company directorships | — | — | None disclosed in proxy |
Equity Ownership (Additional Detail)
| Policy/Item | Status |
|---|---|
| Stock ownership guidelines (directors) | No formal policy; under consideration |
| Hedging/pledging of company stock | Prohibited for directors, officers, employees, consultants |
| Related party transactions (2023–proxy date) | None reported; Audit Committee oversees policy |
Governance Notes and RED FLAGS
- Potential RED FLAG to monitor: Industry overlap due to Dr. Hegde’s executive role at Kite (Gilead); while no related-party transactions are disclosed, competitive adjacency warrants continued recusal and conflict management vigilance .
- Structural strengths: Independent status, separation of Chair/CEO, all-independent committees, and anti-hedging/pledging policy support investor alignment .
- Structural watch-out: Absence of stock ownership guidelines for non-employee directors reduces formal ownership alignment despite option-based compensation .