Robert Azelby
About Robert Azelby
Independent non‑executive director of ADC Therapeutics since June 2023; age 57 as of April 1, 2025. Former CEO of Eliem Therapeutics (Oct 2020–Feb 2023) and Alder BioPharmaceuticals (Jun 2018–2019); ex‑EVP/Chief Commercial Officer at Juno Therapeutics and senior commercial roles at Amgen. Education: B.A. in Economics and Religious Studies (University of Virginia) and M.B.A. (Harvard Business School). The Board has affirmatively determined he is independent under NYSE rules; he is designated an audit committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eliem Therapeutics | President & CEO | Oct 2020–Feb 2023 | Led small‑cap biotech; CEO oversight of pipeline and financing |
| Alder BioPharmaceuticals | CEO | Jun 2018–2019 | Led company through sale to H. Lundbeck in 2019 |
| Juno Therapeutics | EVP, Chief Commercial Officer | Nov 2015–May 2018 | Commercial leadership in cell therapy |
| Amgen | VP/GM Oncology; VP Oncology Sales; VP Commercial Effectiveness; GM Netherlands | Various years | Senior commercial responsibilities in oncology |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Autolus Therapeutics | Director | Current | Not disclosed in proxy |
| Cardinal Health | Director | Current | Not disclosed in proxy |
| Terns Pharmaceuticals | Director | Current | Not disclosed in proxy |
| Prior boards | Director | Prior service | Eliem Therapeutics, Alder BioPharmaceuticals, Chinook Therapeutics, Clovis Oncology, Cascadian Therapeutics, Immunomedics |
Board Governance
- Committees: Audit Committee member (financially literate; designated audit committee financial expert), Compensation Committee member. Not a committee chair .
- Leadership: Chair of the Board is Ron Squarer; Lead Independent Director/Vice‑Chair is Peter Hug. Independent directors hold executive sessions led by the Lead Independent Director .
- Independence and attendance: The Board determined Azelby is independent under NYSE rules; each director attended at least 75% of Board and committee meetings in 2024; all directors attended the 2024 AGM .
- Meeting cadence (2024): Board (7), Audit (4), Compensation (5), Nominating & Corporate Governance (6), Science & Technology (5) .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Cash fees | $67,500 | Comprised of Board member retainer $45,000, Audit member $15,000, Compensation member $7,500 per fee schedule |
| Total cash | $67,500 | — |
| Other (social contributions) | $0 | No additional social contributions disclosed for Azelby in 2024 |
Retainer schedule effective post‑AGM June 2024:
| Committee | Chair (USD) | Member (USD) | Vice Chair & Lead Independent Director (USD) |
|---|---|---|---|
| Board | $85,000 | $45,000 | $70,000 |
| Audit | $30,000 | $15,000 | N/A |
| Compensation | $15,000 | $7,500 | N/A |
| Nominating & Corporate Governance | $10,000 | $5,000 | N/A |
| Science & Technology | $15,000 | $7,500 | N/A |
Performance Compensation
| Instrument | Grant date | Quantity | Vesting | Grant date fair value |
|---|---|---|---|---|
| RSUs (director annual grant) | Jun 13, 2024 | 40,000 | One‑year vest | Included in $126,400 stock awards line for 2024 |
| Option/Stock award (director grant) | Jun 3, 2025 | 40,000 | Not disclosed in proxy; Form 4 filed | Award at $0 notation on Form 4 (non‑open market grant) |
- No director performance metrics disclosed; director equity is time‑based (RSUs; options) rather than linked to revenue/EBITDA/TSR. Hedging and pledging by directors is prohibited unless specifically authorized by the Board, supporting long‑term alignment .
Other Directorships & Interlocks
| Company | Potential interlock/conflict | Status |
|---|---|---|
| Cardinal Health | Possible commercial overlap with healthcare distribution | No related‑party transactions disclosed involving Cardinal Health |
| Autolus Therapeutics; Terns Pharmaceuticals | Industry adjacency (biotech/oncology) | No related‑party transactions disclosed involving these entities |
- Related‑party transactions policy requires Audit Committee/Board approval; none disclosed involving Azelby. A Redmile Group agreement on preemptive/advance subscription rights was executed Jan 18, 2024, but not tied to Azelby individually .
Expertise & Qualifications
- Audit committee financial expert; financially literate under SEC and NYSE standards .
- Deep commercial oncology and biopharma leadership (Amgen, Juno, Alder, Eliem), relevant to ADCT’s oncology focus .
- Governance familiarity across multiple public boards (current: Autolus, Cardinal Health, Terns) .
Equity Ownership
| Measure | Value | As‑of date | Notes |
|---|---|---|---|
| Beneficial ownership (shares) | 27,859 | Apr 1, 2025 | Less than 1% of outstanding common shares (99,178,286) |
| Unvested RSUs | 40,000 | Dec 31, 2024 | Director grant; one‑year vest |
| Unvested options | 19,375 | Dec 31, 2024 | Outstanding per director compensation table |
| Hedging/Pledging | Prohibited without Board authorization | Policy | Insider Trading Policy restricts hedging/pledging by directors |
Insider Trades
| Date | Transaction | Shares | Price | Post‑transaction holdings | Source |
|---|---|---|---|---|---|
| Jun 17, 2024 | Open‑market sale | 6,995 | $2.89 | 53,005 (Direct, as reported by aggregator) | |
| Jun 3, 2025 | Director stock/option award (non‑open market) | 40,000 | $0.00 | 93,005 (Direct, per aggregator snapshot) | |
| Jun 13, 2025 | RSU vesting tax withholding | 12,600 | $3.58 | 80,405 (Direct, after withholding) |
Note: Post‑transaction holdings tallies shown by third‑party aggregators are provided for context; rely on the EDGAR Form 4 filings for authoritative transaction reporting .
Governance Assessment
- Independence and committee effectiveness: Azelby strengthens oversight via Audit and Compensation roles and is recognized as an audit committee financial expert—supportive of robust financial reporting and pay governance .
- Attendance/engagement: Board and committee cadence in 2024 was active; directors met attendance thresholds and attended AGM, indicating engagement .
- Compensation mix and alignment: Director pay blends cash retainers with annual RSUs (40,000 in 2024) and 2025 equity grants, with prohibitions on hedging/pledging; alignment is moderate with time‑based vesting and regular equity refresh .
- Other boards/conflict monitoring: Multiple external public boards in healthcare/biotech; no ADCT‑related party transactions disclosed involving Azelby; ongoing monitoring warranted given Cardinal Health’s market position .
- Shareholder sentiment: Executive say‑on‑pay approval >93% in 2024, suggesting overall investor confidence in compensation governance; directors’ compensation approved on a binding basis under Swiss law via annual proposals .
- RED FLAGS: None disclosed specific to Azelby (no related‑party dealings, no hedging/pledging permission, no option repricing; sale in June 2024 was modest). Maintain monitoring of multi‑board commitments and any future insider transactions for alignment signals .