Tyrell J. Rivers
About Tyrell J. Rivers
Tyrell J. Rivers, Ph.D., age 52 as of April 1, 2025, has served as a Non‑Executive Director of ADC Therapeutics since June 2018. He is Vice President within AstraZeneca’s Corporate Development & Ventures group (since 2014) and was previously at MedImmune Ventures (2009–2014). He holds a B.S. in Chemical Engineering (MIT), M.S. and Ph.D. in Engineering (University of Texas at Austin), and an MBA (NYU Stern). The board has affirmatively determined he is independent under NYSE standards and has designated him an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AstraZeneca Corporate Development & Ventures | Vice President | 2014–present | Strategic BD/ventures leadership; designated audit committee financial expert at ADCT |
| MedImmune Ventures | Biotechnology investing | 2009–2014 | Specialty biotech investor; supports scientific/BD oversight |
External Roles
| Organization | Role | Tenure/Status |
|---|---|---|
| Cellectis S.A. | Director | Current as of 2025 proxy |
| Cerapedics, Inc. | Director | Current |
| Fuse Biosciences Limited | Director | Current |
| Nucleus RadioPharma, Inc. | Director | Current |
| Quell Therapeutics, Ltd. | Director | Current |
| SixPeaks Bio AG | Director | Current |
In 2024, ADCT also disclosed Rivers’ roles at Cerapedics, Quell Therapeutics, BioHealth Innovation Inc., and VaxEquity (reflecting evolving outside affiliations year-over-year).
Board Governance
- Independence: Board affirmed Rivers is independent under NYSE standards.
- Committees: Audit Committee member (Viviane Monges, Chair; Rivers to cease membership after the 2025 Annual Meeting with Timothy Coughlin expected to chair); Science & Technology Committee member.
- Attendance: In 2023, the board met 13 times; audit 11; compensation 4; nom/gov 2; science & technology 6. Each director attended at least 75% of aggregate board and committee meetings; all directors attended the 2023 AGM.
- Lead Independent Director: Peter Hug serves as Lead Independent Director; independent directors meet in regularly scheduled executive sessions.
| Committee | Rivers’ Role | Chair | Notes |
|---|---|---|---|
| Audit | Member through AGM 2025; will cease post‑AGM | Viviane Monges (Chair; Coughlin expected) | Rivers designated an “audit committee financial expert” |
| Science & Technology | Member | Victor Sandor | Strategic R&D oversight remit |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $— | $— |
| Stock Awards | $— | $— |
| Option Awards | $— | $— |
| All Other Compensation | $— | $— |
| Total | $— | $— |
| Annual Retainers (effective post‑AGM) | Chairman | Member | Vice Chair & Lead Independent Director |
|---|---|---|---|
| Board (2024 policy) | $85,000 | $45,000 | $70,000 |
| Audit | $30,000 | $15,000 | N/A |
| Compensation | $15,000 | $7,500 | N/A |
| Nomination & Corporate Governance | $10,000 | $5,000 | N/A |
| Science & Technology | $15,000 | $7,500 | N/A |
In June 2023, Board Chair fee increased from $75,000 to $85,000; Lead Independent Director retainer increased to $70,000 starting Q3 2023.
Performance Compensation
| Equity Grants (Non‑Employee Directors) | Rivers | Vesting | Grant Date |
|---|---|---|---|
| 2024 RSUs | None (no grant) | N/A | N/A |
| 2023 RSUs/Options | None (no grant) | N/A | N/A |
| Unvested Equity as of Dec 31, 2024 | RSUs | Options |
|---|---|---|
| Rivers | 0 | 0 |
Context: On June 13, 2024, ADCT granted 40,000 RSUs to other non‑employee directors with a one‑year vest; Rivers was not a recipient.
2023: One‑time option grant to another director (31,000 options at $2.29; 4‑year monthly vest after 25% cliff at year one); Rivers not a recipient.
Other Directorships & Interlocks
| Entity | Relationship to Rivers/ADCT | Potential Interlock/Conflict Consideration |
|---|---|---|
| AstraZeneca | Rivers is VP, Corporate Development & Ventures | ADCT’s core ADC IP and patents are licensed/co‑owned with MedImmune (AstraZeneca group), indicating strategic ties; Rivers disclaims beneficial ownership of ADCT shares held by AstraZeneca. |
| MedImmune Limited | ADCT license & collaboration; co‑owned patents directed to ZYNLONTA ADC and related methods (expires 2033–2042) | Strategic dependency; oversight sensitivity for an AstraZeneca executive on ADCT’s board. |
| Cellectis, Cerapedics, Fuse Biosciences, Nucleus RadioPharma, Quell, SixPeaks | Rivers is a director | Network breadth across biotech; monitor for counterparties/transactions with ADCT as applicable. |
Expertise & Qualifications
- Technical/Financial: Chemical engineering (MIT; UT Austin), MBA (NYU), seasoned biotech investor and corporate development executive.
- Governance: Audit committee financial expert designation; independent status under NYSE listing standards.
- Sector experience: Biotech/biopharma strategy, clinical/R&D oversight via Science & Technology Committee.
Equity Ownership
| Holder (as of Apr 1, 2025) | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Tyrell J. Rivers | — (less than 1%) | * | Footnote: Rivers disclaims beneficial ownership of ADCT shares held of record by AstraZeneca. |
Group ownership (all executives/directors/nominees): 5,561,945 shares, 5.4% of outstanding (99,178,286 shares), indicating low aggregate insider ownership.
Governance Assessment
- Committee effectiveness: Rivers brings financial expertise to Audit (designated “audit committee financial expert”) and domain/science oversight to Science & Technology; he is expected to step off Audit post‑AGM 2025, which may reduce direct finance oversight continuity.
- Independence and attendance: Affirmatively independent; attended at least 75% of board/committee meetings in 2023, consistent with governance expectations; participated in a board that convenes regular independent executive sessions led by the Lead Independent Director.
- Ownership alignment: No beneficial ownership disclosed; no unvested RSUs/options as of year‑end 2024; not a recipient of 2023–2024 director equity grants. This reflects limited direct “skin‑in‑the‑game” versus peers receiving annual RSUs.
- Potential conflicts/interlocks: Active AstraZeneca executive while ADCT maintains material IP licenses and co‑owned patents with MedImmune (AstraZeneca group); Rivers disclaims beneficial ownership of AstraZeneca’s ADCT holdings. Board has nonetheless determined independence; continued monitoring of related‑party exposure prudent.
RED FLAGS
- Zero ADCT equity holdings and no recent director equity awards may weaken ownership alignment relative to other directors receiving RSUs.
- AstraZeneca linkage (licensing/co‑owned patents via MedImmune) while serving as an AstraZeneca executive presents perceived conflict risk; disclosures mitigate through independence determination and explicit beneficial ownership disclaimer.