Jose Carmona
About Jose Carmona
Jose “Pepe” Carmona, age 53, is Chief Financial Officer of ADC Therapeutics, serving since December 2022. He holds a B.S. in industrial civil engineering from Universidad Tecnica Federico Santa Maria and an M.B.A. from Columbia Business School . Company performance used for executive incentives was assessed at 95% for 2024, with ADC’s 2024 total shareholder return at $51.82 on a fixed $100 initial investment and a net loss of $157.8 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rubius Therapeutics | Chief Financial Officer | Oct 2020 – Nov 2022 | Not disclosed |
| Radius Health | Chief Financial Officer | May 2017 – Sep 2020 | Not disclosed |
| Innocoll Holdings / Innocoll | Chief Financial Officer | Not disclosed | Not disclosed |
| Novartis (Alcon EMEA) | CFO, Europe/Middle East & Africa (Alcon); various financial roles at Novartis | Not disclosed | Not disclosed |
External Roles
None disclosed for Carmona in the proxy .
Fixed Compensation
Multi-year summary compensation for Jose Carmona (USD):
| Year | Salary | Bonus (Retention/Other) | Stock Awards | Option Awards | Non-Equity Incentive Plan | All Other Compensation | Total |
|---|---|---|---|---|---|---|---|
| 2024 | $505,008 | $180,000 (retention) | $— | $— | $239,879 | $8,698 | $933,585 |
| 2023 | $480,000 | $180,000 (retention) | $374,500 | $— | $204,000 | $20,857 | $1,259,357 |
Additional compensation structure details:
- Base salary increased from $480,000 in 2023 to $505,000 in 2024 (+5.2%) .
- AIP target bonus: 50% of base salary for Carmona .
- Retention bonus: $360,000 paid 50% in Dec 2023 and 50% in June 2024; 100% clawback if terminated for Cause or resigns without Good Reason before Dec 31, 2024; 50% clawback if on/after Dec 31, 2024 and before Dec 31, 2025 .
Performance Compensation
Annual cash incentive (AIP) framework and 2024 results:
| Metric | Weighting | Target | Actual | Payout Contribution | Vesting |
|---|---|---|---|---|---|
| ZYNLONTA Net Sales | 25% | Not disclosed | $69.3 million | 17.5% | N/A (cash) |
| Clinical Trials (LOTIS 5 & LOTIS 7) | 30% | Not disclosed | LOTIS-5 enrollment completed; LOTIS-7 Part 1 completed; Part 2 initiated and initial results disclosed | 37.5% | N/A (cash) |
| Pipeline (PBD/Non-PBD, Solid Tumor) | 20% | Not disclosed | ADCT-601 optimization/combo enrollment completed; four candidates to IND-enabling; two novel payloads feasibility/tox completed | 25.0% | N/A (cash) |
| Cash Runway, BD Transaction, Engagement | 25% | Not disclosed | Follow-on offering extended runway to mid-2026; BD transaction not completed; engagement targets met | 15.0% | N/A (cash) |
| Total | 100% | — | — | 95% | — |
- 2024 AIP payout to Carmona: $239,879 (consistent with 95% of a 50% of base salary target) .
Long-term equity incentives (structure and grants):
- RSU grant on Dec 6, 2023: 175,000 RSUs; vest 50% on Dec 6, 2024 and 50% on Dec 6, 2025 under the Conditional Share Capital Plan .
- Options granted Dec 19, 2022: 230,000 exercisable and 230,000 unexercisable as of 12/31/2024; strike $3.04; expiration Dec 19, 2032; vest over four years (25% at first anniversary, remainder monthly over 36 months) .
Plan-level change-in-control mechanics:
- Double-trigger vesting applies: if awards are assumed and Carmona is terminated without Cause or resigns for Good Reason upon or within 18 months post-change-in-control, awards fully vest; if awards are not assumed, they fully vest at transaction close .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total beneficial ownership | 404,809 common shares; less than 1% of outstanding |
| RSUs unvested (as of 12/31/2024) | 175,000 units (Dec 6, 2023 grant; 50% vest on 12/6/2024 and 50% on 12/6/2025) |
| Options exercisable (as of 12/31/2024) | 230,000 at $3.04 strike, expiring 12/19/2032 |
| Options unexercisable (as of 12/31/2024) | 230,000 at $3.04 strike, expiring 12/19/2032 |
| Hedging policy | Hedging of company stock prohibited |
| Pledging policy | Pledging prohibited unless authorized by the Board |
| Ownership guidelines | Not disclosed in proxy |
Insider trading policy and 10b5-1 plans:
- ADC maintains an Insider Trading Policy and Rule 10b5-1 Plan Policy; both were filed as exhibits to the 2024 Form 10-K .
Employment Terms
| Provision | Terms |
|---|---|
| Employment start date | December 19, 2022 (executive employment agreement) |
| Base salary at hire | $480,000 (subject to increases; raised to $505,000 for 2024) |
| Annual target bonus | 50% of base salary (AIP, company goals) |
| Notice period | One year if terminated without Cause or resigns for Good Reason; Carmona may elect to leave after 60 days following notice |
| Garden leave | Employer may place Carmona on garden leave with continued base salary, benefits, and continued vesting until effective termination date |
| Termination benefits (without Cause / Good Reason) | Accrued amounts; pro-rata target bonus paid ~60 days post-termination; reimbursement of COBRA out-of-pocket costs for 12 months |
| Equity vesting on termination | Continued vesting of unvested options and RSUs between notice and effective termination (to extent permitted by Swiss law); plan-level double-trigger CoC acceleration applies |
| Clawback | Company clawback policy applies to incentive compensation and equity; recovery required following accounting restatements as defined |
| Hedging/pledging | Hedging prohibited; pledging allowed only with Board authorization |
Additional Governance and Benchmarking Signals
- Compensation Committee: Peter Hug (Chair), Robert Azelby, Victor Sandor; all independent under NYSE rules .
- Say-on-Pay: 2024 advisory vote approved with over 93% of votes cast in favor .
- Compensation Peer Group (used for 2023/2024 decisions): Includes Aadi Biosciences, Akebia, Allogene, Atara, Deciphera, Esperion, Fate, FibroGen, G1 Therapeutics, Karyopharm, MacroGenics, Mersana, Mirum, Nektar, Puma, Rigel, Syros, X4 Pharma, Y-mAbs .
Investment Implications
- Alignment and retention: Cash compensation is modest relative to peers; mix has shifted toward RSUs (100% of the 2024 annual grant was RSUs) to manage dilution and retain talent amid a depressed stock, supporting pay-for-performance while reducing option risk . A $360,000 retention bonus with clawbacks suggests proactive mitigation of retention risk for the CFO role .
- Selling pressure windows: RSU vesting dates on Dec 6, 2024 and Dec 6, 2025, combined with the company’s 10b5-1 policy, define potential trading plan windows; hedging is prohibited and pledging restricted, which limits adverse alignment risks .
- Change-of-control economics: Double-trigger acceleration across equity plans could increase realized equity value upon a transaction with qualifying termination; however, Carmona’s agreement relies on notice/garden leave and pro-rata bonus rather than large cash multiples, suggesting balanced severance risk .
- Performance linkage: 2024 AIP goals focused on revenue, clinical progress, pipeline, and cash runway were achieved at 95%—CFO bonus reflects execution across financing and runway extension despite the BD transaction not closing, reinforcing emphasis on operational/financial milestones .