Ameet Mallik
About Ameet Mallik
Ameet Mallik is the Chief Executive Officer of ADC Therapeutics (ADCT) since May 2022 and a director since June 2022. He is 52 years old (as of April 1, 2025) and holds an MBA from Wharton and an MS in Biotechnology plus a BS in Chemical Engineering from Northwestern University . Prior roles include EVP & Head, U.S. Oncology at Novartis and CEO of Rafael Holdings; he also serves on the board of Atara Biotherapeutics and the non-profit NJ LEEP . During his tenure, company AIP performance assessments show 85% achievement in 2023 and 95% in 2024; ZYNLONTA net sales were $69.1m in 2023 and $69.3m in 2024, reflecting flat top-line oncology product sales into 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact/Notes |
|---|---|---|---|
| Novartis | EVP & Head, U.S. Oncology; SVP, Global Marketing, Value & Access | 2015–2021 (EVP 2017–2021; SVP 2015–2017) | Senior commercial leadership in oncology; preceded by roles at Sandoz |
| Rafael Holdings, Inc. | Chief Executive Officer | May 2021–Jan 2022 | Led a small-cap biotech/holdings company pre-ADCT |
| McKinsey & Company | Principal/Associate Principal | Prior to Novartis | Strategy and operations background before industry leadership roles |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Atara Biotherapeutics, Inc. | Director | Current | External public company directorship |
| NJ LEEP (non-profit) | Board role | Current | Community/non-profit service |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual AIP Bonus Paid ($) | Retention/Sign-on Bonuses ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2023 | 721,000 | 60% (per employment agreement) | 367,710 | 705,065 (retention and first-year bonus portions) | 45,100 | 3,779,425 |
| 2024 | 746,235 | 60% (per employment agreement) | 425,354 | 621,732 (second tranche of 2023 retention) | 44,307 | 1,837,628 |
- Employment agreement: $700,000 base at hire (subject to increases) and 60% target bonus; AIP payouts based on corporate objectives .
Performance Compensation
| Plan Year | Metric | Weight | Actual Result | Achievement | Notes |
|---|---|---|---|---|---|
| 2023 AIP | ZYNLONTA revenue and trials | 40% (25% revenue) | $69.1m net sales; trial milestones for LOTIS-7 and LOTIS-5 | 24% | Committee assessed total AIP at 85%; CEO bonus $367,710 |
| 2023 AIP | PBD-based solid tumor pipeline | 25% | Advanced ADCT-601 to MTD and dose optimization | 25% | |
| 2023 AIP | Non-PBD early research platform | 15% | Multiple targets advanced toward candidate selection | 23% | |
| 2023 AIP | Extend cash runway/BD/engagement | 20% | Extended runway to 4Q25; engagement above target; BD not completed | 13% | |
| 2024 AIP | ZYNLONTA revenue | 25% | $69.3m net sales | 17.5% | Total AIP achievement 95%; CEO bonus $425,354 |
| 2024 AIP | Advance clinical trials | 30% | LOTIS-5 enrollment complete; LOTIS-7 progressed; initial Part 2 results | 37.5% | |
| 2024 AIP | PBD/Non-PBD R&D | 20% | ADCT-601 cohorts complete; four candidates to IND-enabling; new payloads tested | 25% | |
| 2024 AIP | Extend runway/BD/engagement | 25% | Follow-on offering; runway to mid-2026; BD not completed; engagement at/above target | 15% |
- Long-term equity mix: 2024 annual awards (granted Dec 2023) issued 100% as RSUs; shift from options to RSUs to manage dilution and retain team. No NEO equity grants in calendar 2024; next grant Feb 2025 .
Equity Ownership & Alignment
| As of | Shares Beneficially Owned | % Outstanding | Source |
|---|---|---|---|
| Apr 1, 2024 | 845,226 | 1.0% | 2024 DEF 14A |
| Apr 1, 2025 | 1,573,518 | 1.6% | 2025 DEF 14A |
- Hedging/pledging: Hedging prohibited; pledging prohibited unless specifically authorized by the Board .
- Clawback: Company maintains a clawback policy .
- Say-on-Pay: 2024 advisory vote received over 93% support (excluding broker non-votes) .
Outstanding Equity and Vesting Detail (CEO)
| Grant Date | Instrument | Exercisable | Unexercisable | Strike | Expiry | Unvested RSUs | Vesting Schedule |
|---|---|---|---|---|---|---|---|
| 5/6/2022 | Options | 689,725 | 378,236 | $10.95 | 5/6/2032 | — | 1/4 after 1 year; monthly over next 36 months |
| 3/22/2023 | Options | 273,437 | 351,563 | $1.99 | 3/22/2033 | — | 1/4 after 1 year; monthly over next 36 months |
| 5/6/2022 | RSUs | — | — | — | — | 78,125 | Vest 1/3 annually on grant anniversaries |
| 12/6/2023 | RSUs | — | — | — | — | 495,000 | 50% on 12/6/2024 and 50% on 12/6/2025 |
- Original 12/6/2023 grant sizes: 990,000 RSUs to CEO; vesting 50%/50% at one and two years .
- As of 12/31/2023, CEO had unexercisable options of 645,226 at $10.95 and 625,000 at $1.99; RSUs unvested included 156,250 (2022 grant) and 990,000 (Dec 2023 grant) .
Employment Terms
| Term | Key Provision |
|---|---|
| Agreement | Executive employment agreement dated May 6, 2022; amended Dec 20, 2023 |
| Base and Bonus | $700,000 base at hire; 60% target bonus; eligible for annual equity |
| Termination (without Cause/Good Reason) | One-year notice period; continued salary/benefits and continued vesting through notice period; pro‑rata target bonus; 12 months COBRA reimbursement; garden leave option |
| Change in Control | Double trigger: if terminated without Cause or for Good Reason within 18 months post‑CIC, all unvested equity vests immediately |
| Non‑compete | 12 months post-termination; paid monthly at 50% of last month base plus 1/12 of target bonus; company may waive with one month notice |
| Clawback/Policies | Clawback policy; hedging prohibited; pledging prohibited absent Board authorization |
Board Governance and Dual-Role Considerations
- Board service: Director since June 2022; current management/board roster lists him as CEO and Director (not chair) .
- Independence and structure: Board deems a majority of specific non-executive directors independent; chair role separated (Ron Squarer); lead independent director (Peter Hug) designated given non-independent chair .
- Committees: Current committee rosters (Audit; Compensation; Nomination and Corporate Governance; Science & Technology) do not include Mr. Mallik, consistent with typical practice for non-independent executives .
- Attendance: Board and committees met regularly; all directors attended at least 75% of relevant meetings in 2024 and in 2023 .
Compensation Structure Analysis
- Cash vs equity mix: 2024 total comp declined versus 2023 due to absence of new equity grants in calendar 2024; 2023 included significant RSU and option awards plus retention bonus .
- Shift in long-term incentives: Company moved 2024 annual equity (granted in Dec 2023) to 100% RSUs (from prior option+RSU mix) to manage dilution and retention; implies lower-risk equity instrument for executives .
- Grant timing: Pulled forward 2024 equity into Dec 2023 amid depressed stock and retention challenges; resulted in two equity grants in 2023 and none in 2024; next grant in Feb 2025 .
- Governance safeguards: No single-trigger vesting; double-trigger CIC; no 280G tax gross-ups; clawback policy; hedging prohibited; pledging restricted .
Equity Ownership & Alignment Details
- Beneficial ownership rose from 845,226 shares (1.0%) as of Apr 1, 2024 to 1,573,518 shares (1.6%) as of Apr 1, 2025, indicating increased “skin in the game” over the year .
- Significant near-term vesting: 495,000 RSUs scheduled to vest on 12/6/2025 from the December 2023 grant, which could create episodic liquidity/selling pressure around vest dates depending on tax-withholding method .
Performance & Track Record
- 2023 outcomes: 85% AIP achievement; ZYNLONTA net sales $69.1m; extended cash runway to 4Q25; advanced PBD and non-PBD programs; BD not completed .
- 2024 outcomes: 95% AIP achievement; ZYNLONTA net sales $69.3m; LOTIS-5 enrollment complete; LOTIS-7 progressed with initial Part 2 results; runway extended to mid-2026 via follow-on offering; BD not completed .
- Shareholder feedback: 2024 say‑on‑pay support exceeded 93% (excluding broker non‑votes) .
Director Compensation Context (for governance quality)
- Non-employee director annual retainers (effective post-AGM 2024): Board chair $85,000; member $45,000; committee fees per committee; 2024 director RSU grants of 40,000 units with one‑year vest for specified directors .
- Mr. Mallik, as an employee director, is not listed among non‑employee director compensation recipients in the director comp tables .
Investment Implications
- Alignment and overhang: CEO’s ownership increased to 1.6% and he holds sizable time‑vested RSUs and options; the 12/6/2025 RSU tranche (495k units) presents a discrete potential supply event, though policy constraints (hedging/pledging bans) and double‑trigger CIC reduce adverse governance risk .
- Retention and incentives: One‑year notice period with continued vesting, 12‑month paid non‑compete, and double‑trigger acceleration support retention but can be shareholder‑friendly in change‑in‑control scenarios; shift to RSUs emphasizes retention and share usage management during equity scarcity .
- Pay-for-performance: Yearly AIP tied 100% to company goals with capped payouts; 2023 (85%) and 2024 (95%) outcomes translated into moderate cash bonuses relative to base; say‑on‑pay support (93%+) suggests investor acceptance of the program design .
- Execution risk: BD objectives were not achieved in 2023 or 2024 while clinical progress and cash runway extensions were; continued dependence on ZYNLONTA and timely pipeline progress remain key execution levers for value creation under Mallik’s leadership .
Note: Form 4 insider transaction data was not disclosed in the proxy excerpts above; hedging is prohibited and pledging requires Board authorization per insider trading policy .