Peter Graham
About Peter Graham
Peter Graham is Chief Legal and Compliance Officer and Secretary of ADC Therapeutics; he has served as Chief Legal Officer since November 2022 and assumed the Compliance Officer and Secretary responsibilities in March 2024. He is 58 years old (as of April 1, 2025), holds a J.D. from Yeshiva University’s Benjamin N. Cardozo School of Law and a B.A. in Political Science from the University of Wisconsin–Madison, and previously held senior legal, compliance and HR roles at Antares Pharma (through its 2022 sale to Halozyme), Delcath Systems, ACIST Medical Systems, E‑Z‑EM and AngioDynamics . Company performance context during his tenure: ADC’s 2024 total shareholder return (TSR) measured $51.82 on a $100 base (down from $100 start-of-2023), and net loss was $157.8 million in 2024 (vs. $240.1 million loss in 2023) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Antares Pharma | EVP, General Counsel, Chief Compliance Officer, Human Resources and Secretary | 2015–2022 | Executed broad GxP/legal/HR leadership through the company’s sale to Halozyme Therapeutics in 2022 . |
| Delcath Systems | EVP, General Counsel, Chief Compliance Officer and Global HR | 2010–2015 | Led legal/compliance/HR at oncology device developer . |
| ACIST Medical Systems; E‑Z‑EM; AngioDynamics | Senior executive legal and compliance roles | Not disclosed | Senior legal/compliance leadership across medtech/pharma supply chain . |
External Roles
No public company directorships or external board roles for Graham are disclosed in the proxy .
Fixed Compensation
The company’s named executive officer (NEO) tables do not include Peter Graham; base salary, target bonus, and actual bonus paid for the CLO are not separately disclosed. NEO program structure (CEO/CFO/CMO) includes base salary reviewed annually, target AIP bonus (CEO 60%; CFO/CMO 50% of salary in 2024), and long-term equity (RSUs/options), but applicability and values for Graham are not itemized in the filing .
Performance Compensation
Corporate AIP goals (used for CEO and other NEOs) indicate the company’s performance framework likely informing broader executive incentives; company-level outcomes for 2024 were assessed at 95% of target.
| Metric (2024 AIP) | Weight | Actual outcome | Payout credit |
|---|---|---|---|
| ZYNLONTA revenue | 25% | $69.3m net sales | 17.5% |
| Advance clinical trials (LOTIS-5; LOTIS-7) | 30% | LOTIS-5 enrollment complete; LOTIS-7 Part 1 complete; Part 2 initiated and initial results disclosed | 37.5% |
| Advance PBD-based pipeline and non‑PBD early research | 20% | ADCT‑601 dose optimization completed; four candidates to IND‑enabling; two novel payloads feasibility/tox testing completed | 25% |
| Extend cash runway, BD transaction, employee engagement | 25% | Follow-on offering extended runway into mid‑2026; BD not yet completed; turnover/engagement at/above target | 15% |
| Total | 100% | — | 95% |
Program safeguards and governance relevant to incentive pay:
- Clawback policy compliant with Dodd‑Frank and NYSE 303A.14; applies to current/former executive officers for 3 years preceding any required accounting restatement .
- No single‑trigger change‑in‑control vesting; double‑trigger required for equity awards .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 361,042 common shares as of April 1, 2025; less than 1% of shares outstanding (99,178,286) . |
| Options/RSUs under plans | Cumulative option awards under 2019 Equity Incentive Plan: 460,000 options (as of March 31, 2025); no RSUs reported under that plan for Graham in the grant summary table . |
| Hedging/pledging | Company policy prohibits hedging and pledging by officers unless the board authorizes a pledge . No specific pledging by Graham is disclosed in the proxy . |
| Ownership guidelines | Not disclosed for executives in the proxy. |
Employment Terms
- Individual employment agreement terms (base salary, severance, non‑compete, change‑of‑control) for the Chief Legal Officer are not disclosed in the proxy; detailed agreements are provided for CEO, CFO and CMO only .
- Equity plans (2019 Equity Incentive Plan, Conditional Share Capital Plan, and Inducement Plan) feature double‑trigger vesting on change‑of‑control and committee discretion on termination treatment; awards not assumed in a transaction accelerate .
Performance & Track Record
- Capital markets/financing execution: Graham signed multiple 8‑Ks as CLO, including a $100 million private placement executed in June 2025 and a subsequent $60 million private placement announced in October 2025, reflecting active balance‑sheet management during 2025 .
- Corporate governance/secretary function: Listed as Secretary and signatory on proxy materials and corporate updates throughout 2025 .
Compensation Committee, Peer Group, Say‑on‑Pay
- Compensation Committee: Peter Hug (Chair), Robert Azelby, Victor Sandor; all independent per NYSE standards .
- Benchmarking peer group: Oncology/emerging commercial biopharma peers sized by market cap/revenue/headcount; criteria reaffirmed in late‑2023 (e.g., Akebia, Allogene, Deciphera, Karyopharm, Mirum, etc.) .
- Say‑on‑Pay/shareholder approvals:
- 2024 say‑on‑pay advisory support >93% (excluding broker non‑votes) .
- 2025 AGM approvals included the Swiss advisory compensation report (FOR 47,765,084; AGAINST 190,266; ABSTAIN 6,239,636) and binding maxima for executive pay components (e.g., variable comp max for FY2025: FOR 43,021,851; AGAINST 4,901,442; ABSTAIN 6,271,693) .
Investment Implications
- Alignment: Graham’s cumulative option position (460,000 under the 2019 plan) creates upside leverage to equity value; combined with policy prohibitions on hedging/pledging, this supports alignment with long‑term TSR .
- Disclosure gaps: Absence of a disclosed employment agreement for the CLO limits visibility into severance/CIC economics and potential accelerated vesting—an uncertainty for retention and event‑driven scenarios .
- Incentive risk: Company‑wide controls (double‑trigger equity, clawback, no tax gross‑ups) and strong recent shareholder support (>93% in 2024; broad approvals in 2025) reduce governance risk around pay programs that would cover Graham .
- Execution lens: As CLO/Secretary, Graham has been central to capital formation (Jun/Oct 2025 transactions), which can be a catalyst for runway extension and pipeline execution; continued monitoring of insider filings (Form 4) and future proxy disclosures is warranted to assess vesting overhang and any selling pressure once awards vest .
Data limitations: Base salary, target/actual bonus, award vesting schedules and severance/CIC specifics for Peter Graham are not itemized in the 2024–2025 proxies. Where applicable, company‑level program features and outcomes are cited; individual values for Graham were not disclosed in these filings **[1771910_0001140361-25-014654_ny20047013x2_def14a.htm:20]** **[1771910_0001140361-25-014654_ny20047013x2_def14a.htm:22]** **[1771910_0001140361-25-014654_ny20047013x2_def14a.htm:24]** **[1771910_0001140361-25-014654_ny20047013x2_def14a.htm:28]** **[1771910_0001140361-25-014654_ny20047013x2_def14a.htm:31]** **[1771910_0001140361-25-014654_ny20047013x2_def14a.htm:32]** **[1771910_0001140361-25-014654_ny20047013x2_def14a.htm:34]** **[1771910_0001140361-25-014654_ny20047013x2_def14a.htm:37]**.