Ron Squarer
About Ron Squarer
Ron Squarer (age 58 as of April 1, 2025) is Chair of the Board at ADC Therapeutics and is not independent under NYSE listing standards. He has served as Chair since April 2020. He holds a B.S. in Biochemistry from UC Berkeley and an MBA from Northwestern University’s Kellogg School of Management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Array BioPharma | Chief Executive Officer | 2012–Aug 2019 (until Pfizer acquisition) | Led commercialization; biotech operating experience |
| Hospira (acquired by Pfizer) | Chief Commercial Officer; senior positions | Not disclosed | Commercial leadership; large-cap pharma operating scope |
| Pfizer | Oncology-focused leadership roles | Not disclosed | Oncology strategy and operations |
| SmithKline Beecham (GSK) | Leadership roles | Not disclosed | Pharma operating experience |
External Roles
| Organization | Role | Status/Timing | Notes |
|---|---|---|---|
| Travere Therapeutics | Director | Current | Ongoing public company board experience |
| Deciphera Pharmaceuticals | Chairman of the Board | Prior; through acquisition by Ono in June 2024 | Exits via sale indicates prior chair-level governance |
Board Governance
- Role: Chair of the Board; presides over shareholder and board meetings, leads board agenda-setting with CEO .
- Independence: Not independent under NYSE rules; Peter Hug is Lead Independent Director and Vice-Chair, presiding over executive sessions and liaising between independent directors and management .
- Committee memberships: Not listed as a member on standing committees (Audit; Compensation; Nomination & Corporate Governance; Science & Technology) .
- Attendance: In 2024 the board met 7 times; each director attended ≥75% of board and committee meetings; all directors attended the 2024 AGM . In 2023 the board met 13 times; each director attended ≥75%; all directors attended the 2023 AGM .
| Committee | Membership | Role |
|---|---|---|
| Audit | Not listed as member | N/A |
| Compensation | Not listed as member | N/A |
| Nomination & Corporate Governance | Not listed as member | N/A |
| Science & Technology | Not listed as member | N/A |
Fixed Compensation
| Year | Cash Fees (Board Chair) | Committee Fees | All Other Compensation (social security/benefits) | Total |
|---|---|---|---|---|
| 2024 | $85,000 | None disclosed for Squarer | $14,073 | $225,473 |
| 2023 | $440,519 (includes non-executive employment transition payments) | None disclosed for Squarer | $40,407 | $526,726 |
- Director fee schedule (effective after June 2024 AGM): Board Chair $85,000; Board Member $45,000; Vice Chair & Lead Independent $70,000; Audit Chair/Member $30,000/$15,000; Compensation Chair/Member $15,000/$7,500; Nomination Chair/Member $10,000/$5,000; Science & Technology Chair/Member $15,000/$7,500 .
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| RSU | June 13, 2024 | 40,000 | $126,400 | One-year vest (50%/50% not disclosed for director grants; stated one-year vest date) | None disclosed for directors (time-vested RSUs) |
| RSU (unvested at YE) | As of Dec 31, 2024 | 40,000 | N/A | Unvested balance | N/A |
| RSU (unvested at YE) | As of Dec 31, 2023 | 20,000 | N/A | Unvested balance | N/A |
The director compensation policy permits equity grants and allows the board/compensation committee to provide acceleration or continuation of vesting upon pre-determined events such as change in control or termination of service .
Other Directorships & Interlocks
| Company | Overlap/Interlock | Potential Conflict Note |
|---|---|---|
| Travere Therapeutics (Director) | None disclosed with ADCT customers/suppliers | No related-party transactions disclosed with Squarer |
| Deciphera Pharmaceuticals (Former Chairman) | Network overlap with ADCT director Victor Sandor (both ex-Array) | Historical ties could influence board dynamics; no transactions disclosed |
Expertise & Qualifications
- Deep biotech operating background: CEO at Array; commercial leadership at Hospira/Pfizer; oncology domain expertise .
- Education: BS Biochemistry (UC Berkeley), MBA (Kellogg) .
- Board leadership: Chair since April 2020; not independent—paired with Lead Independent Director governance .
Equity Ownership
| Date (Record) | Shares Beneficially Owned | % Outstanding | Notable Notes |
|---|---|---|---|
| Apr 1, 2025 | 1,553,007 | 1.5% | Includes 159,026 shares held by a trust where Squarer is settlor/trustee |
| Apr 1, 2024 | 1,538,432 | 1.9% | Includes 159,026 trust shares |
| Dec 31, 2024 | 40,000 unvested RSUs | N/A | Director RSU balance |
| Dec 31, 2023 | 20,000 unvested RSUs | N/A | Director RSU balance |
- Hedging/Pledging: Company policy prohibits hedging and pledging of company stock by directors unless a pledge is specifically authorized by the board; no pledging disclosed for Squarer .
- Ownership alignment: 2024 equity grant ($126,400) exceeded cash fees ($85,000), indicating equity-heavy director pay mix .
Compensation Committee Analysis
| Item | Details |
|---|---|
| Composition (2025) | Peter Hug (Chair), Robert Azelby, Victor Sandor—each independent under NYSE |
| Consultants | Alpine Rewards engaged through June 2024; Pearl Meyer retained thereafter—committee assessed no conflicts of interest |
| Say-on-Pay Outcome (2024 AGM) | 93% support for executive compensation advisory vote (excluding broker non-votes) |
Governance Assessment
- Independence and structure: Squarer is not independent; the board mitigates with a Lead Independent Director (Hug) who runs executive sessions and co-develops agendas, supporting effective oversight .
- Attendance and engagement: ≥75% attendance across boards/committees in 2024 and 2023; full AGM attendance—no engagement red flags .
- Compensation alignment: 2024 director pay mix is equity-forward (40,000 RSUs; $126,400 FV) vs $85,000 cash retainer, promoting shareholder alignment; vesting is time-based (no disclosed performance conditions) .
- Potential conflicts/related-party exposure:
- Employment Transition Letter: Squarer received non-executive employment compensation during transition through October 2023, including salary, bonus, continued vesting and health coverage—this underpins his non-independence status and represents a governance sensitivity requiring robust lead independent oversight .
- Related-party transactions: None disclosed involving Squarer personally; general indemnification agreements in place for directors/officers .
- Risk indicators: Company prohibits hedging/pledging; no pledges/hedges disclosed for Squarer. No legal proceedings or loans disclosed related to Squarer. Equity acceleration provisions exist under director policy but are standard and board-controlled .
Overall: Squarer brings seasoned biotech operating and board leadership experience. His non-independent status—coupled with prior transition compensation—heightens the importance of the Lead Independent Director’s role and committee independence, which ADCT has established. Attendance and equity-heavy director compensation are positive signals for investor alignment .