Timothy Coughlin
About Timothy Coughlin
Timothy Coughlin, 58, is nominated to join ADC Therapeutics’ board for a one-year term beginning at the 2025 Annual Meeting; the board determined he is independent, financially literate, and an “audit committee financial expert,” and expects him to chair the Audit Committee upon election . He served at Neurocrine Biosciences from 2002–2018 (CFO from 2006), previously was Vice President of Financial Services at Catholic Health Initiatives, and holds an MS in international business (San Diego State University) and a BS in accounting (Temple University); he is a CPA in California and Pennsylvania .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Neurocrine Biosciences | Chief Financial Officer | 2006–2018 | Senior finance leadership; biotech operating/finance expertise |
| Neurocrine Biosciences | Finance roles prior to CFO | 2002–2006 | Progression to CFO |
| Catholic Health Initiatives | Vice President, Financial Services | Not disclosed | Health system finance leadership |
| Peloton Therapeutics | Director | Until sale to Merck in 2019 | Pre-IPO/biotech board experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| aTyr Pharma | Director | Current as of 2025 proxy | Independent director role |
| Travere Therapeutics | Director | Current as of 2025 proxy | Interlock: ADCT chair Ron Squarer also serves on Travere’s board |
| Fate Therapeutics | Director | Current as of 2025 proxy | Independent director role |
Board Governance
- Committee assignments: If elected, Coughlin will chair the Audit Committee; Tyrell Rivers will cease membership after the Annual Meeting .
- Independence: The board determined Coughlin meets NYSE independence and audit committee financial expert standards .
- Board leadership: Ron Squarer serves as chair; Peter Hug is Lead Independent Director and vice-chair to lead executive sessions and coordinate agendas .
- Committee structure and responsibilities: Audit, Compensation, Nomination & Corporate Governance, and Science & Technology committees are established; charters available on the company website .
- Meeting cadence and 2024 attendance: Board met 7 times; Audit 4; Compensation 5; Nominating 6; Science & Technology 5; each director attended at least 75% of applicable meetings; all directors attended the 2024 AGM .
| Body | 2024 Meetings | Attendance Disclosure |
|---|---|---|
| Board of Directors | 7 | Each director ≥75% of aggregate board+committee meetings; all directors attended 2024 AGM |
| Audit Committee | 4 | ≥75% per director |
| Compensation Committee | 5 | ≥75% per director |
| Nomination & Corporate Governance Committee | 6 | ≥75% per director |
| Science & Technology Committee | 5 | ≥75% per director |
Fixed Compensation
- Non-Employee Director cash retainer schedule (effective after June 2024 AGM) :
| Category | Chairman | Member | Vice Chair & Lead Independent Director |
|---|---|---|---|
| Board | $85,000 | $45,000 | $70,000 |
| Audit Committee | $30,000 | $15,000 | N/A |
| Compensation Committee | $15,000 | $7,500 | N/A |
| Nomination & Corporate Governance Committee | $10,000 | $5,000 | N/A |
| Science & Technology Committee | $15,000 | $7,500 | N/A |
- 2024 director cash/equity actually paid: non-employee directors received cash fees plus RSU grants; Coughlin was not a director in 2024, so no 2024 compensation is disclosed for him .
Performance Compensation
- Director equity awards are time-based RSUs; no performance-conditioned metrics are disclosed for directors .
- 2024 Equity Awards to sitting non-employee directors: 40,000 RSUs granted June 13, 2024 with one-year vest .
| Grant Type | Grant Date | Shares | Vesting | Performance Metrics |
|---|---|---|---|---|
| RSUs (non-employee directors) | June 13, 2024 | 40,000 | One-year vest from grant | None disclosed; time-based vesting |
Other Directorships & Interlocks
| Company | Role | Interlock / Overlap | Governance Implication |
|---|---|---|---|
| Travere Therapeutics | Director | ADCT chair Ron Squarer is also a Travere director | Potential information flow; monitor for related-party transactions or conflicts; none disclosed in ADCT proxy |
| aTyr Pharma | Director | None noted in ADCT proxy | No conflicts disclosed |
| Fate Therapeutics | Director | Fate is in ADCT’s executive compensation peer set, indicating sector familiarity | No conflicts disclosed |
Expertise & Qualifications
- CPA in California and Pennsylvania; extensive biotech CFO experience; designated audit committee financial expert .
- Academic credentials: MS in international business (San Diego State University); BS in accounting (Temple University) .
Equity Ownership
- Beneficial ownership (as of April 1, 2025): Coughlin listed with “—” and less than 1% of outstanding common shares .
- Hedging/pledging policy: Directors/officers are prohibited from hedging and from pledging/margin accounts unless the board authorizes a pledge .
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Timothy Coughlin | — | <1% | New nominee; no shares listed as of April 1, 2025 |
Governance Assessment
- Strengths: Independence, CPA credentials, and “audit committee financial expert” status bolster audit oversight; expected Audit Chair role strengthens financial reporting and risk oversight .
- Pay and alignment: Director pay mix combines cash retainer and annual RSUs with simple one-year vesting; hedging prohibited and pledging restricted, supporting alignment and risk controls .
- Network interlocks: Shared Travere board service with ADCT chair Ron Squarer is a notable interlock; monitor for potential conflicts or related-party exposure—none involving Coughlin are disclosed in the proxy .
- Attendance/engagement: 2024 attendance was ≥75% for all sitting directors and full AGM attendance; Coughlin’s attendance will need monitoring post-election .
- RED FLAGS / watch items: No disclosed ownership as of April 1, 2025 (limited immediate “skin-in-the-game”); multiple external directorships may require careful time management; no related-party transactions involving Coughlin are disclosed, but concentrated shareholder agreements (e.g., Redmile Agreement) underscore oversight importance for audit chair .