Victor Sandor
About Victor Sandor
Victor Sandor, M.D. C.M., age 58 (as of April 1, 2025), is an independent Non-Executive Director of ADC Therapeutics (ADCT) who joined the Board in April 2020. He is a medical oncologist by training, earned his M.D. C.M. from McGill University, and completed a fellowship in Medical Oncology at the National Cancer Institute (NCI), Bethesda. His core credentials are in oncology drug development and clinical leadership, including Chief Medical Officer roles and senior clinical development leadership at Array BioPharma, Incyte, Biogen Idec, and AstraZeneca .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Array BioPharma | Chief Medical Officer | 2014–Aug 2019 (through Pfizer acquisition) | Led oncology development as CMO |
| Incyte | Senior Vice President, Global Clinical Development | Not disclosed | Senior clinical development leadership |
| Biogen Idec | Vice President; Chief Medical Officer, Oncology | Not disclosed | Oncology clinical leadership |
| AstraZeneca | Senior roles (unspecified) | Not disclosed | Oncology development experience |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Merus | Director | Current public company directorship |
| Prelude Therapeutics | Director | Current public company directorship |
| Kymera Therapeutics | Director | Current public company directorship |
Board Governance
- Independence: The Board determined Dr. Sandor is independent under NYSE listing standards .
- Committee assignments: Chair, Science & Technology Committee; Member, Compensation Committee .
- Attendance and engagement: In 2024 the Board met 7 times; Compensation 5; Nom/Gov 6; Science & Technology 5. Each director attended at least 75% of Board/committee meetings; all directors attended the 2024 AGM .
- Shareholder support (Director elections):
- 2024 re-election: For 24,325,195; Against 727,665; Abstain 22,923; Broker Non-Votes 313,952 .
- 2025 re-election: For 47,559,348; Against 487,673; Abstain 6,147,965; Broker Non-Votes 12,476,753 .
- Compensation Committee member re-election (2025): For 47,565,929; Against 480,525; Abstain 6,148,532; Broker Non-Votes 12,476,753 .
Fixed Compensation
| Element (2024) | Amount (USD) | Notes |
|---|---|---|
| Board retainer (Member) | $45,000 | Standard after 2024 AGM |
| Compensation Committee (Member) | $7,500 | Standard member fee |
| Science & Technology Committee (Chair) | $15,000 | Committee chair fee |
| Total Fees Earned or Paid in Cash | $67,500 | Matches disclosed director fees |
Fee schedule for non-employee directors effective after the June 2024 AGM for reference: Board Chair $85,000; Board Member $45,000; Lead Independent/Vice Chair $70,000; Audit Chair/Member $30,000/$15,000; Compensation Chair/Member $15,000/$7,500; Nom/Gov Chair/Member $10,000/$5,000; Science & Technology Chair/Member $15,000/$7,500 .
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| RSUs (Annual director grant) | Jun 13, 2024 | 40,000 | $126,400 | 1-year cliff (vests one year from grant) |
- As of Dec 31, 2024, Dr. Sandor held 40,000 unvested RSUs; no unvested options were listed for him .
- No meeting fees; compensation mix is cash retainer plus annual equity (RSUs) .
Other Directorships & Interlocks
| Company | Role | Potential Overlap Notes |
|---|---|---|
| Merus | Director | Biotech; no ADCT related-party transactions disclosed |
| Prelude Therapeutics | Director | Biotech; no ADCT related-party transactions disclosed |
| Kymera Therapeutics | Director | Biotech; no ADCT related-party transactions disclosed |
- Related-party transactions: ADCT disclosed indemnification agreements for all directors/officers and a January 18, 2024 agreement with Redmile; no transactions involving Dr. Sandor were disclosed .
Expertise & Qualifications
- Medical oncology leader with deep clinical development experience across multiple large-cap and emerging biopharmas (Array CMO 2014–2019; senior roles at Incyte, Biogen Idec Oncology CMO, AstraZeneca) .
- Education: M.D. C.M., McGill University; fellowship in Medical Oncology at NCI, Bethesda .
- Governance: Chairs the Board’s Science & Technology Committee; serves on Compensation Committee .
- Independence affirmed by the Board .
Equity Ownership
| Metric | Value | As of | Notes |
|---|---|---|---|
| Total beneficial ownership (shares) | 71,998 | Apr 1, 2025 | “Less than 1%” of outstanding shares |
| Ownership % of shares outstanding | <1% | Apr 1, 2025 | Company table footnote |
| Unvested RSUs | 40,000 | Dec 31, 2024 | Annual director grant vesting on 1-year cliff |
| Options (unvested) | 0 | Dec 31, 2024 | Not listed for Sandor |
| Hedging/Pledging | Prohibited absent Board authorization | Policy | Company hedging and pledging restrictions apply to directors |
Governance Assessment
- Board effectiveness and expertise: Strong domain alignment—Sandor chairs the Science & Technology Committee and brings CMO-level oncology development expertise, supporting oversight of ADCT’s R&D and clinical strategy .
- Independence/attendance: Independent under NYSE standards; met the Board’s minimum attendance expectations (≥75%), with substantial Board/committee meeting cadence in 2024; attended the 2024 AGM .
- Pay alignment and structure: Director pay follows a straightforward cash retainer plus annual RSU grant; 2024 cash of $67,500 aligns with published fee schedule for his roles (Board member + Comp member + S&T chair); equity is time-vested RSUs (1-year), supporting alignment without performance metric complexity typical for non-employee directors .
- Shareholder support: Strong re-election support in both 2024 and 2025 (e.g., 2025 vote 47.6M For vs. 0.49M Against), indicating investor confidence in Board composition and oversight; Compensation Committee re-election support also robust .
- Conflicts/related-party: No related-party transactions involving Sandor disclosed; company maintains a policy requiring Audit Committee/Board approval of related-party transactions; prohibitions on hedging and pledging reduce alignment risks .
RED FLAGS: None identified in filings specific to Dr. Sandor. No attendance shortfalls or related-party transactions disclosed; no option repricing or unusual director pay structures for him were disclosed .