Peter Hug
About Peter Hug
Peter Hug, Ph.D., is an independent non‑executive director of ADC Therapeutics (since June 2019), serving as Lead Independent Director and Vice‑Chairman. He spent 1983–2018 at F. Hoffmann‑La Roche, including roles as Head of Roche Pharma EEMEA, Head of Roche Pharma Europe, and EVP Roche Pharma Partnering; he holds a Ph.D. in economics from the University of Basel . The board has affirmatively determined he is independent under NYSE standards; as Lead Independent Director he presides over executive sessions and coordinates agendas and meeting schedules with the Chair and CEO .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| F. Hoffmann‑La Roche | Head, Pharma EEMEA; Head, Pharma Europe; EVP, Pharma Partnering | 1983–2018 | Senior operating and corporate partnering leadership across geographies and BD |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mundipharma MEA | Director | Not disclosed | Non‑US board service |
| AC BioScience Ltd | Director | Not disclosed | Non‑US board service |
Board Governance
- Independence: Determined independent under NYSE rules .
- Board leadership: Lead Independent Director and Vice‑Chairman; presides over executive sessions of independent directors and coordinates agendas/schedules with the Chair and CEO .
- Committee assignments: Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee .
- Attendance: Each director, including Hug, attended ≥75% of board/committee meetings; all directors attended the 2024 AGM . In 2023, each director also met the ≥75% threshold, and directors attended the 2023 AGM .
| Governance Metric | 2023 | 2024 |
|---|---|---|
| Board meetings held | 13 | 7 |
| Audit Committee meetings | 11 | 4 |
| Compensation Committee meetings | 4 | 5 |
| Nominating & Corporate Governance meetings | 2 | 6 |
| Science & Technology meetings | 6 | 5 |
| Hug attendance vs. threshold | ≥75% (all directors) | ≥75% (all directors) |
| AGM attendance | All directors | All directors |
Fixed Compensation
- Role‑based retainers (effective after June 2024): Board Chair $85,000; Member $45,000; Vice Chair & Lead Independent Director $70,000; Audit Chair $30,000 / Member $15,000; Compensation Chair $15,000 / Member $7,500; Nominating Chair $10,000 / Member $5,000; Science & Technology Chair $15,000 / Member $7,500 .
- Hug cash fees (2024): $90,000, consistent with Vice Chair & Lead Independent Director ($70,000), Compensation Chair ($15,000), and Nominating Committee member ($5,000) .
- Hug cash fees (2023): $74,807; his annual retainer increased to $70,000 beginning Q3 2023 due to Lead Independent Director role .
| Component | 2023 | 2024 |
|---|---|---|
| Fees earned in cash ($) | $74,807 | $90,000 |
| Notes | Retainer increased Q3 2023 for Lead Independent role | Role‑based sum consistent with disclosed schedule |
Performance Compensation
- Annual director equity: On June 13, 2024, Hug received 40,000 RSUs, one‑year vest; grant date fair value $126,400 . No option awards were granted to Hug in 2024 .
- 2023 equity: RSUs with aggregate grant date fair value $137,800; no option awards for Hug .
| Metric | 2023 | 2024 |
|---|---|---|
| RSU grant date | Not disclosed | June 13, 2024 |
| RSUs granted (shares) | Not disclosed (value given) | 40,000 |
| Grant date fair value ($) | $137,800 | $126,400 |
| Vesting | Not disclosed | 1‑year vest |
| Options granted (value) | $— | $— |
Other Directorships & Interlocks
| Person | External Boards | Potential Interlocks/Notes |
|---|---|---|
| Peter Hug | Mundipharma MEA; AC BioScience Ltd | No disclosed public company interlocks or transactions involving Hug |
Expertise & Qualifications
- Economics Ph.D. (University of Basel) and extensive global operating and partnering leadership in biopharma (Roche EEMEA/Europe, EVP Partnering) .
- Governance roles (Lead Independent Director; Compensation Chair; Nominating member) underscore experience in executive pay design, succession planning, and board effectiveness .
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Beneficial ownership (as of April 1, 2025) | 142,644 common shares; <1% of outstanding (99,178,286) |
| Unvested RSUs (as of Dec 31, 2024) | 40,000 RSUs |
| Unvested RSUs (as of Dec 31, 2023) | 20,000 RSUs |
| Hedging policy | Directors prohibited from hedging company stock |
| Pledging policy | Pledging prohibited unless authorized by the board |
Director Compensation Mix (Trend)
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned (Cash) | $74,807 | $90,000 |
| Stock Awards (RSUs) | $137,800 | $126,400 |
| All Other Compensation | $— | $11,035 (social security/benefits per local law) |
| Total | $212,607 | $227,435 |
Notable design: Non‑employee director grants delivered in RSUs with one‑year vest; no options for Hug in 2023–2024 . Company indicates emphasis on equity alignment and use of RSUs to manage share usage while maintaining incentives; double‑trigger vesting applies to employee awards, with committee administering plans; directors are eligible participants under the plan .
Compensation Committee Analysis (Hug as Chair)
- Committee composition: Peter Hug (Chair), Robert Azelby, Victor Sandor; all independent and non‑employee .
- Responsibilities: Approves/recommends executive compensation; sets objectives, performance metrics and targets; administers compensation/benefit plans; reviews compensation‑related risk .
- Practices: Independent consultant utilized; pay‑for‑performance philosophy; clawback policy; prohibition of hedging; no tax gross‑ups; double‑trigger for change‑in‑control; annual say‑on‑pay and engagement .
Related‑Party Exposure and Conflicts
- Related‑party policy: Audit Committee/Board must approve/ratify any related‑party transactions; considers commercial reasonableness and conflicts; will not approve unless in shareholders’ best interests .
- Disclosed transactions: Redmile Agreement on preemptive/advance subscription rights with major shareholder; board oversight detailed, but no transaction involving Hug personally is disclosed .
- Risk controls: Audit Committee reviews related‑party transactions; Insider Trading Policy prohibits hedging and limits pledging .
Governance Assessment
- Strengths: Clear independence; Lead Independent Director role promotes effective oversight; strong committee responsibilities and charter compliance; consistent attendance; director equity grants support alignment; anti‑hedging and restricted pledging policies reduce misalignment risk .
- Pay/Alignment: 2024 total director comp for Hug ($227,435) with RSUs $126,400 and cash $90,000 is balanced; one‑year vest RSUs provide near‑term alignment while limiting option‑risk; increases to cash fees reflect added governance load as Lead Independent Director .
- Potential watch‑items: External directorships (Mundipharma MEA, AC BioScience Ltd) are not accompanied by disclosed related‑party dealings, but ongoing monitoring for any business ties with ADCT is prudent . No disclosed stock ownership guidelines for directors; investors may prefer explicit director ownership standards despite beneficial holdings disclosure .
- No acute red flags identified: No low attendance, no personal related‑party transactions, no hedging/pledging violations disclosed, and committee independence maintained .