Mohamed Zaki
About Mohamed Zaki
Mohamed Zaki, M.D., Ph.D., is Chief Medical Officer at ADC Therapeutics (ADCT), serving since January 2023; he is 60 years old. He previously held senior clinical development leadership roles at AbbVie (VP & Global Head of Oncology Clinical Development; VP & Global Head of Hematology Clinical Development) and Celgene, with earlier roles at Sanofi-Aventis and Centocor (J&J). He holds an M.D. and M.S. from Ain Shams University School of Medicine and a Ph.D. jointly from the University of Pennsylvania and Ain Shams; he also served on the faculties of both institutions. Company performance context: ADCT’s 2024 corporate annual incentive plan (AIP) was assessed at 95% achievement; total shareholder return (TSR) measured as a fixed $100 investment stood at $51.82 in 2024 versus $43.23 in 2023.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AbbVie | VP & Global Head of Oncology Clinical Development; VP & Global Head of Hematology Clinical Development | 2018–2022 | Led late-stage oncology/hematology clinical development at a global scale |
| Celgene | Senior clinical development leadership roles | 2010–2018 | Advanced hematology/oncology clinical programs |
| Sanofi-Aventis | Clinical development roles | n/d | Big pharma clinical development experience |
| Centocor (Johnson & Johnson) | Clinical development roles | n/d | Biotech/biopharma clinical development |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| University of Pennsylvania | Faculty (earlier career) | n/d | Academic/clinical medicine background |
| Ain Shams University School of Medicine | Faculty (earlier career) | n/d | Academic/clinical medicine background |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary | $647,292 | $670,020 (3.1% increase) |
| Target Bonus % of Salary | 50% | 50% |
| Actual Annual Incentive (AIP) | $276,250 | $318,260 (AIP achievement 95%) |
| Sign-on/Special Bonus | $1,475,000 (first-year bonus per employment terms) | — |
Notes:
- 2024 base salary was adjusted to align toward market median per compensation committee benchmarking.
- No equity grants in calendar 2024 (annual grant was pulled forward to Dec 2023; next grant issued Feb 2025).
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Goals and Outcomes
| Metric | Weight | Result | Achieved Weight |
|---|---|---|---|
| Zynlonta Revenue | 25% | $69.3 million net sales | 17.5% |
| Advance Clinical Trials | 30% | LOTIS-5 enrollment completed; LOTIS-7 Part 1 completed, Part 2 initiated; initial Part 2 data disclosed Dec | 37.5% |
| PBD-based Pipeline and Non-PBD Early Research | 20% | ADCT-601 cohorts completed; four candidates to IND-enabling; two novel payloads through in-vivo feasibility/tox | 25% |
| Cash Runway, BD, Engagement | 25% | Follow-on offering; runway extended into mid-2026; BD not completed; engagement/turnover at/above target | 15% |
| Total | 100% | Company performance factor | 95% |
- AIP payout is capped at 150% of target; for 2024, the company factor was 95%.
- Dr. Zaki’s actual bonus paid for 2024: $318,260.
Long-Term Incentives and Vesting
| Award Type | Grant Date | Quantity/Strike | Vesting | Expiration/Notes |
|---|---|---|---|---|
| Stock Options | 1/3/2023 | 700,000 options total; $3.59 strike | 33% after 1 year, then monthly through year 3 | Expires 1/3/2033 |
| RSUs (Annual grant advanced for 2024) | 12/6/2023 | 135,000 RSUs | 50% on 12/6/2024; 50% on 12/6/2025 | Granted under Conditional Share Capital Plan |
Program structure:
- 2024 annual LTI was delivered 100% in RSUs (granted Dec 2023) to manage dilution in a volatile period; historically a mix of options and RSUs was used.
- Company-wide policy: double-trigger vesting on change-in-control; no single-trigger vesting.
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 642,332 shares (less than 1%) |
| Options – Exercisable | 447,222 (as of 12/31/2024) |
| Options – Unexercisable | 252,778 (as of 12/31/2024) |
| RSUs – Unvested | 135,000 (market value $268,650 at 12/31/2024) |
| Hedging Policy | Hedging prohibited; derivatives/shorts barred. |
| Pledging Policy | Pledging prohibited unless specifically authorized by the Board. |
| Clawback | Dodd-Frank compliant clawback covering incentive comp for 3 years prior to a restatement. |
| Ownership Guidelines | Not disclosed in proxy. |
Insider selling pressure considerations:
- A known vesting event of 67,500 RSUs occurs on 12/6/2025 (second tranche of 12/6/2023 grant), which may be a liquidity event window; actual sales depend on personal decisions and trading policies.
Employment Terms
| Term | Key Economics |
|---|---|
| Agreement Date/Role | Executive employment agreement dated 12/22/2023; CMO since Jan 2023. |
| Base Salary / Target Bonus | Base $650,000; Target bonus 50% of base (committee discretion on increases). |
| Termination – Without Cause / Good Reason | Accrued amounts + prior year earned bonus; Monthly Severance = (base + target bonus)/12; paid over 15 months; pro‑rata target bonus paid within ~60 days; COBRA reimbursement for 15 months; time-based equity continues vesting/accelerates over 15 months following termination; company may place executive on paid garden leave (≥60 days). |
| Change-in-Control (CIC) + Qualifying Termination (within 12 months) | Monthly Severance for 18 months; pro‑rata target bonus within ~60 days; COBRA reimbursement for 18 months; all outstanding equity awards accelerate and become fully vested/exercisable as of the date of CIC. (Double-trigger) |
| Non-Compete/Non-Solicit | Not specified in proxy for Dr. Zaki; garden leave mechanism applies. |
Compensation Structure Analysis
- Pay-for-performance: 100% of NEO AIP tied to company goals; 2024 AIP achieved at 95%, aligning cash bonuses with operational milestones (revenue, trials, pipeline, liquidity).
- Equity mix shift: 2024 LTI delivered fully in RSUs (granted Dec 2023) vs prior mix with options; lowers risk and manages dilution amid depressed share price, aiding retention.
- Governance protections: Double-trigger CIC vesting; hedging and pledging prohibited; no tax gross-ups; clawback policy adopted.
- Market benchmarking: Peer group of emerging/commercial biopharma used to calibrate pay; base salaries adjusted modestly in 2024 to align with median practice.
- Say-on-pay support: 2024 advisory vote received >93% approval, indicating shareholder support for program design.
Compensation Peer Group (used for 2024 decisions)
Aadi Biosciences; Akebia Therapeutics; Allogene Therapeutics; Atara Biotherapeutics; Deciphera Pharmaceuticals; Esperion Therapeutics; Fate Therapeutics; FibroGen; G1 Therapeutics; Heron Therapeutics; Karyopharm Therapeutics; MacroGenics; Mersana Therapeutics; Mirum Pharmaceuticals; Nektar Therapeutics; Puma Biotechnology; Rigel Pharmaceuticals; Syros Pharmaceuticals; X4 Pharmaceuticals; Y-mAbs Therapeutics.
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: >93% of votes cast supported NEO pay.
Equity Ownership Details at Year-End 2024 (Dr. Zaki)
| Category | Shares/Units | Notes |
|---|---|---|
| Beneficially Owned | 642,332 | <1% outstanding |
| Options – Exercisable | 447,222 | Strike $3.59; exp. 1/3/2033 |
| Options – Unexercisable | 252,778 | Scheduled to vest monthly post first anniversary |
| RSUs – Unvested | 135,000 | 50% vested 12/6/2024; 50% scheduled 12/6/2025 |
Risk Indicators & Red Flags
- Hedging/pledging prohibited (mitigates misalignment).
- No Section 4999 tax gross-ups; no single-trigger equity vesting; no significant perquisites or pensions.
- Clawback policy in place for erroneously awarded incentive compensation.
- Related-party transactions: none involving Dr. Zaki disclosed.
Investment Implications
- Retention: Severance of 15–18 months of salary+target bonus and equity continuation/acceleration provides retention glue; next vesting milestone (12/6/2025) may be a watchpoint for potential liquidity.
- Alignment: 100% performance-based annual bonus with 95% achievement in 2024, and time-based RSUs with double-trigger CIC treatment, strike a balance between near-term execution and long-term value creation.
- Governance quality: Strong policies (clawback; anti-hedging/pledging; no single-trigger) and high say-on-pay support reduce compensation-related governance risk.
- Execution track record: 2024 AIP outcomes reflect concrete clinical and pipeline progress, a positive indicator for the CMO’s execution capabilities in hematology/oncology development.